EXHIBIT 10.17

                          AMENDMENT TO PROMISSORY NOTES

         This Amendment to Promissory Notes (the "Amendment") is entered into as
of May 21, 2002 by and between RedEnvelope, Inc., formerly known as 911Gifts,
Inc. (the "Company") and Hilary Billings (the "Employee").

A.       On July 21, 1999, Employee issued to the Company two (2) promissory
notes (the "Notes") in the aggregate principal amounts of $24,389.20 and
$19,166.30.

B.       In connection therewith, Employee granted security interests in the
Notes by pledging shares of the Company's common stock held by Employee pursuant
to two (2) Pledge and Security Agreements (one with respect to each Note) dated
July 21, 1999 (the "Pledge Agreements")

The Company and Employee hereby agree to amend the Notes as follows:

         1.       The maturity date of the Notes shall be extended by four (4)
years and, to effectuate the foregoing, the final sentence of the first
paragraph of each Note shall be replaced in its entirely by the following
sentence:

                  "Such principal and interest shall be due and payable on
July 20, 2007."

2.       The parties acknowledge and agree that the defined term "Note" in each
of the Pledge Agreements shall be deemed to refer to the Notes as amended
hereby, and that the Company's obligations under Section 3(f) of that certain
letter agreement dated April 10, 2002 between Employee and Company are satisfied
in full by this Amendment.

Except as amended by this Amendment, the Notes and the Pledge Agreements shall
remain in full force and effect, enforceable in accordance with their respective
terms.

         The parties have executed this Amendment as of the date first written
above.

                                     COMPANY:

                                     REDENVELOPE, INC.

                                     /s/ Alison May
                                     -------------------------------------------
                                     By: Alison May, President and Chief
                                         Executive Officer

                                     EMPLOYEE:

                                     Hilary Billings

                                     /s/  Hilary Billings
                                     -------------------------------------------