Exhibit 10.5


                      SECOND AMENDMENT TO CREDIT AGREEMENT

         This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of March 22, 2001, by and among Network Commerce Inc., a Washington
corporation ("Borrower"), the financial institutions named on the signature
pages hereof (each, a "Lender" and collectively the "Lenders"), and Imperial
Bank, as Agent for the Lenders ("Agent"), with reference to the following facts:

     A.  Borrower,  Agent,  and  Lenders  are  parties  to that  certain  Credit
Agreement dated as of May 19, 2000, as amended (the "Credit Agreement").

     B. The Borrower has asked the Lenders to amend  certain  provisions  of the
Loan Documents, and the Lenders have agreed, all on the terms set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  promises  and the  agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

     1. Defined Terms. Capitalized terms not otherwise defined herein shall have
the same meanings as set forth in the Loan Documents.

     2. Cash Collateral.  Borrower shall establish and maintain with the Agent a
money market account or other deposit account (the  "Collateral  Account"),  for
the purpose of securing all  indebtedness  and obligations  owing by Borrower to
Lenders.  Borrower hereby grants to Agent, for the benefit of Agent and Lenders,
as  additional  security  for the  purpose  of  securing  all  indebtedness  and
obligations  owing by Borrower  to Lenders,  a valid,  first  priority  security
interest in the Collateral Account, together with all proceeds and substitutions
of any  thereof,  all  interest  paid  thereon,  and all other cash and  noncash
proceeds  of the  foregoing.  The  minimum  principal  amount of the  Collateral
Account during the term of the Credit  Agreement  shall be at all times equal to
or greater than the sum of all outstanding  Loans and any other  indebtedness or
obligations  owing by Borrower to Lenders under the Loan Documents or otherwise.
Borrower acknowledges that Agent shall place a "hold" on the Collateral Account.
Borrower hereby  authorizes the Agent to charge the Collateral  Account in order
to cause timely payment to be made to the Agent of all principal, interest, fees
and expenses due under the Loan  Documents.  Notwithstanding  termination of the
Loan  Documents,  Agent's lien on the  Collateral  shall remain in effect for so
long  as any  indebtedness  or  obligations  owed by  Borrower  to  Lenders  are
outstanding.

     3. Amendments to Credit  Agreement.  The Credit Agreement is hereby amended
as follows:

     (a) The  following  defined  terms  in  Section  1.1 are  amended  in their
entirety to read as follows:

     "Consolidated  Quick Assets:" At any date of determination,  the sum of (i)
unrestricted  cash and  unrestricted  cash  equivalents  of the Borrower and its
consolidated  Subsidiaries,  plus (ii) any restricted  cash held by the Agent as
security  for the  indebtedness  and  obligations  owing  hereunder,  plus (iii)
Eligible Accounts, determined on a consolidated basis in accordance with GAAP.

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     (b) The  following  new defined  term is added to Section 1.1 in its proper
alphabetical order, which shall read as follows:

     "Consolidated  Gross  Revenue:" For any period,  the dollar amount of gross
revenue of the Borrower and its consolidated  Subsidiaries during such period on
a consolidated basis in accordance with GAAP.

     (c) Section 6.2(a) is amended to read as follows:

     (a) Adjusted Quick Ratio.  Permit the ratio of Consolidated Quick Assets to
Consolidated Current Liabilities at any time to be less than 1.0 to 1.0.

     (d) Section 6.2(b) is amended to read as follows:

     (b) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth
at any time to be less than $30,000,000.

     (e) A new  Section  6.2(w) is added to the  Credit  Agreement,  immediately
following Section 6.2(v), which shall read as follows:

     (w) Consolidated  Gross Revenue.  Permit  Consolidated  Gross Revenue to be
less than (a)  $13,000,000  for the fiscal  quarter  ended March 31,  2001;  (b)
$15,500,000  for the fiscal quarter ended June 30, 2001; (c) $19,500,000 for the
fiscal  quarter  ended  September 30, 2001;  or (d)  $23,000,000  for the fiscal
quarter ended December 31, 2001. On or before November 30, 2001,  Borrower shall
deliver to the Agent a revenue  forecast for Borrower's  2002 fiscal year. On or
before December 31, 2001, Borrower and Lenders shall meet and agree upon minimum
Consolidated  Gross  Revenue  levels to be achieved by Borrower  during the 2002
fiscal year.

     (f) Exhibit C is replaced with Exhibit C hereto.

     4. Conditions to Effectiveness.

     This Amendment shall become  effective as of March 22, 2001 (the "Effective
Date"), only upon:

     (a) receipt by the Agent of the  following  (each of which shall be in form
and substance satisfactory to the Agent and its counsel):

     (i) counterparts of this Amendment duly executed on behalf of the Borrower,
the Agent and the Lenders;

     (ii) copies of resolutions  of the Board of Directors or other  authorizing
documents  of the  Borrower,  authorizing  the  execution  and  delivery of this
Amendment;

     (b)  Borrower  shall  have  established  with  the  Agent  and  funded  the
Collateral Account; and

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     (c)  completion  of  such  other  matters,   and  delivery  of  such  other
agreements, documents and certificates as the Agent may reasonably request.

     5. No Borrowings.  From and after the effective date of this Amendment, the
Borrower shall not request or receive any additional Loans.

     6. Representations and Warranties.  In order to induce the Lenders to enter
into this  Amendment,  the Borrower  represents and warrants to the Lenders that
the following statements are true, correct and complete as of the effective date
of this Amendment:

     (a) Corporate Power and Authority. The Borrower has all requisite corporate
power  and  authority  to  enter  into  this  Amendment  and to  carry  out  the
transactions  contemplated  by, and perform its  obligations  under,  the Credit
Agreement as amended by this Amendment (the "Amended  Agreement").  The Articles
of  Incorporation  and Bylaws of the Borrower  have not been  amended  since the
copies previously delivered to the Lenders.

     (b)  Authorization  of  Agreements.  The  execution  and  delivery  of this
Amendment and the performance by the Borrower of the Amended Agreement have been
duly authorized by all necessary corporate action on the part of the Borrower.

     (c) No  Conflict.  The  execution  and  delivery  by the  Borrower  of this
Amendment do not and will not contravene (i) any law or any governmental rule or
regulation  applicable to the Borrower,  (ii) the Articles of  Incorporation  or
Bylaws of the  Borrower,  (iii) any  order,  judgment  or decree of any court or
other  agency  of  government  binding  on the  Borrower,  or (iv) any  material
agreement or instrument binding on the Borrower.

     (d)  Governmental  Consents.  The execution and delivery by the Borrower of
this Amendment and the  performance by the Borrower of the Amended  Agreement do
not and will not  require any  registration  with,  consent or  approval  of, or
notice  to,  or  other  action  to,  with or by,  any  federal,  state  or other
governmental authority or regulatory body.

     (e) Binding Obligation.  This Amendment and the Amended Agreement have been
duly executed and delivered by the Borrower and are the binding  obligations  of
the  Borrower,  enforceable  against  the  Borrower  in  accordance  with  their
respective terms,  except in each case as such  enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
laws and equitable principles relating to or affecting creditors' rights.

     (f) Incorporation of Representations  and Warranties From Credit Agreement.
The  representations  and  warranties  contained  in  Section  5.1 of the Credit
Agreement  are  correct on and as of the  effective  date of this  Amendment  as
though made on and as of such date.

     (g) Absence of Default.  No event has  occurred and is  continuing  or will
result from the consummation of the transactions  contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.

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     7. Miscellaneous.

     (a)  Reference  to and  Effect on the Credit  Agreement  and the Other Loan
Documents.

     (i) On and after the Effective Date, each reference in the Credit Agreement
to "this  Agreement,"  "hereunder,"  "hereof,"  "herein" or words of like import
referring  to the  Credit  Agreement,  and  each  reference  in the  other  Loan
Documents to the "Credit  Agreement,"  "thereunder,"  "thereof" or words of like
import referring to the Credit  Agreement,  shall mean and be a reference to the
Amended Agreement.

     (ii) Except as specifically amended by this Amendment, the Credit Agreement
and the other  Loan  Documents  shall  remain in full  force and  effect and are
hereby ratified and confirmed.

     (iii) The execution,  delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right,  power or remedy of the Agent or Lenders under
the Credit Agreement or any of the other Loan Documents.

     (b) Fees and  Expenses.  All costs and  expenses of the Agent and  Lenders,
including, but not limited to, reasonable attorneys' fees, incurred by the Agent
and Lenders in the  preparation  and  negotiation of this  Amendment  constitute
costs and expenses in connection  with the amendment  and  restructuring  of the
Loan  Documents,  and as such are  payable by the  Borrower in  accordance  with
Section 9.5 of the Credit Agreement.

     (c)  Headings.  Section  and  subsection  headings  in this  Amendment  are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

     (d)  Applicable  Law.  THIS  AMENDMENT  SHALL BE GOVERNED  BY, AND SHALL BE
CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH,  THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     (e)  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts  together  shall  constitute  but  one  and  the  same  instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single  counterpart so that all signature pages are physically  attached to
the same document.

                      [REMAINDER INTENTIONALLY LEFT BLANK]

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<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

                         BORROWER:

                         NETWORK COMMERCE INC.

                         by:            /s/Dwayne Walker

                         Title:         Chairman and CEO

                         AGENT:

                         Imperial Bank


                         By:            /s/ Rory James

                         Title:         VP

                         LENDERS:

                         IMPERIAL BANK


                         by:            /s/ Rory James

                         Title:         VP




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                                    EXHIBIT C
                        [FORM OF COMPLIANCE CERTIFICATE]
                             COMPLIANCE CERTIFICATE

     1. This Compliance Certificate  ("Compliance  Certificate") is executed and
delivered by Network Commerce Inc., a Washington corporation (the "Borrower") to
Imperial  Bank (the  "Agent")  pursuant to Section  6.1(a)(iv)(B)  of the Credit
Agreement  dated  as  of  May  19,  2000  among  the  Borrower,   the  financial
institutions  named therein and the Agent. Any terms used herein and not defined
herein shall have the meanings defined in the Credit Agreement.  This Compliance
Certificate covers the Borrower's:

                  Calendar month ended _________, ____
                  Fiscal quarter ended _________, ____
                  Fiscal year ended ________, ____


     2. The following  paragraphs  set forth  calculations  in  compliance  with
obligations pursuant to Section 6.2(a), (b), and (w) of the Credit Agreement, as
of the end of the fiscal period set forth in paragraph 1 hereof.

 A. Adjusted Quick Ratio (Sec. 6.2(a)):

    (a)      Consolidated Quick Assets                           $ ___________

    (b)      Consolidated Current Liabilities                    $ ___________

    Ratio (a) : (b)                                              ____________

    Minimum Permitted Ratio                                      1.0 to 1.0

 B. Consolidated Tangible Net Worth (Sec. 6.2(b)):

    Minimum required Consolidated Tangible Net Worth:
    $30,000,000

    Actual Consolidated Tangible Net Worth:                      $ ___________

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 C. Consolidated Gross Revenue (Sec. 6.2(w)):

    Consolidated Gross Revenue for the current fiscal quarter:   $ ___________

    Minimum permitted Consolidated Gross Revenue: (a)            $ ___________
    $13,000,000 for the fiscal quarter ended March 31, 2001;
    (b) $15,500,000 for the fiscal quarter ended June 30,
    2001; (c) $19,500,000 for the fiscal quarter ended
    September 30, 2001; or (d) $23,000,000 for the fiscal
    quarter ended December 31, 2001.


     3. The undersigned  has reviewed the terms of the Credit  Agreement and has
made,  or caused to be made under  his/her  supervision,  a review in reasonable
detail of the  transactions  and condition of the Borrower and its  Subsidiaries
during the fiscal period covered by this Compliance Certificate. The undersigned
does not (either as a result of such review or otherwise)  have any knowledge of
the existence as of the date of this Compliance  Certificate of any condition or
event that constitutes an Event of Default or a Potential Event of Default, with
the  exception  set forth below in  response to which the  Borrower is taking or
proposes to take the following actions (if none, so state):

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     4. The undersigned hereby certifies that the representations and warranties
contained in the Agreement and the other Loan  Documents are true and correct in
all  material  respects on and as of the date hereof  (except to the extent they
relate specifically to any earlier date, in which case such  representations and
warranties shall continue to have been correct as of such date).

     5. This Compliance Certificate is executed on _______________,  ____ by the
Chief Executive Officer, Chief Financial Officer, or Controller of the Borrower.
The undersigned  hereby certifies that each and every matter contained herein is
derived from the  Borrower's  books and records and is, to the best knowledge of
the undersigned, true and correct.

                                    NETWORK COMMERCE INC.,
                                    a Washington corporation


                                    By:

                                    Title:


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                             AFFIRMATION OF GUARANTY

     The undersigned Guarantors hereby acknowledge and agree to the terms of the
foregoing Second Amendment to Credit  Agreement (the  "Amendment"),  and further
acknowledge and agree that nothing contained in the Amendment in any way affects
the  validity  and  enforceability  of that  certain  Subsidiary  Guaranty  (the
"Guaranty")  dated  as of May 19,  2000,  executed  by  each of the  undersigned
Guarantors in favor of Lenders, the validity and effectiveness of which Guaranty
is hereby reaffirmed as of the Effective Date of the Amendment.

                     CORTIX INC.


                     by:  /s/ Dwayne Walker
                              Name:  Dwayne Walker
                              Title: President

                     FREEMERCHANT.COM, INC.


                     by:  /s/ Dwayne Walker
                              Name:  Dwayne Walker
                              Title: CEO

                     UBARTER.COM, INC. (F/K/A/ SHAMU ACQUISITION, INC.)


                     by:  /s/ Dwayne Walker
                              Name:  Dwayne Walker
                              Title: CEO

                     NETWORK COMMERCE EBUSINESS SERVICES INC. (F/K/A/ SHOPNOW
                     EBUSINESS SOLUTIONS, INC.)

                    by:  /s/ Dwayne Walker
                              Name:  Dwayne Walker
                              Title: CEO


                     SPEEDYCLICK, CORP.


                     by:  /s/ Dwayne Walker
                              Name:  Dwayne Walker
                              Title: President


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                     WEBCENTRIC, INC.


                     by:  /s/ Dwayne Walker
                              Name:  Dwayne Walker
                              Title: President














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