EXHIBIT 10.28

August 23, 2001


Ms Cher Paige
18729 SE 45th Place
Issaquah, WA   98027

Dear Cher:

We are pleased to confirm your offer of employment with N2H2, Inc. as Vice
President of Marketing. You will be reporting directly to Phil Welt,
CEO/President and will serve as a member of our Senior Management Team. As an
exempt employee, you will be paid on a salaried basis with paydays occurring
semi-monthly. We hope you will be able to start work at N2H2 on September 4,
2001.

Your compensation will be structured in the following way:
Base Salary: $127, 400

Bonus: A bonus of 0-15% based on MBO's to be determined with Phil upon hire. The
target bonus for all employees is 9%, and managers are required to hit this
average percentage for all employees in their review group. Timing of this
annual bonus will be agreed to in writing by Phil and N2H2 before the execution
of this letter.

Stock Options: You will be granted 100,000 options, as part of your hiring
package. These options will be granted at the fair market value (average of high
and low) on the date of hire and will have a four-year vesting period (1/4 each
year). Further information will be made available to you regarding the option
grant in your new hire information.

Benefits: You will be eligible to participate in our group insurance effective
October 1, 2000. N2H2 offers the following benefits plans: Medical, dental,
vision, long term disability, commuter transit reduction, flexible spending
account programs and Employee stock purchase program. All premiums for these
benefits are fully paid for yourself and any dependents you choose to add. All
details are governed by specific insurance company or program policies.

Vacation: You will receive four weeks of vacation accrued throughout the year;
five sick days and two floating holidays each year.

Your employment at N2H2, Inc. is terminable-at-will at any time either you or
N2H2, Inc. desire to end the relationship, either before or after the standard
90-day introductory period. This letter is not a contract of employment for any
period of time. Execution of a formal Employment Contract and Non-Compete
Agreement may be required in the future as a condition of continued employment.



We are convinced that your background and professional experience will
significantly enhance our ability to attain our goals. We are equally confident
that you will find us offering the kinds of challenges and responsibilities that
you will enjoy, along with an environment that will enhance your professional
growth. If you find the heretofore-described terms agreeable, please sign and
return an original copy of this letter by August 29, 2001. If you have
questions, please call Amanda Spraker (206.834.1770) or Phil Welt (206.834.1777)
directly. We look forward to working with you.

Sincerely,

/s/ Howard P. Welt

Howard P. Welt
CEO/President
N2H2, Incorporated

Offer Accepted By:


Cher Paige   /s/ Cher Paige         Date  8/23/01
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