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                        FIXED RATE REVOLVING OR DRAW NOTE

WEST BANK                                        BORROWER
West Des Moines State Bank                       CE SOFTWARE, INC.
1601 22nd Street                                 1801 INDUSTRIAL CIRCLE
P.O. BOX 65020                                   WEST DES MOINES, IA 50265
West Des Moines, IA 50265-0020                   TELEPHONE NO.IDENTIFICATION NO.
515-222-2300      "LENDER"                       515-221-1801 42-1298712
<TABLE>
<CAPTION>
<S>        <C>        <C>                 <C>              <C>        <C>        <C>
OFFICER    INTEREST   PRINCIPAL AMOUNT/   FUNDING/         MATURITY   CUSTOMER   LOAN
INITIALS   RATE       CREDIT LIMIT        AGREEMENT DATE   DATE       NUMBER     NUMBER
322        9.000%     $650,000.00         01/31/02         12/31/06
REFINANCE BUILDING
</TABLE>


PROMISE TO PAY: For value received, Borrower promises to pay to the order of
Lender, indicated above, the principal amount of SIX HUNDRED FIFTY THOUSAND AND
NO/00 Dollars ($650,000.00) or, if less, the aggregate unpaid principal amount
of all loans or advances made by Lender to Borrower, plus interest on the unpaid
principal balance at the rate and in the manner described below, until all
amounts owing under this Note are paid in full. All amounts received by Lender
shall be applied first to expenses, late charges, accrued unpaid interest, and
then to unpaid principal, or in any other order as determined by Lender, in
Lender's sole discretion, as permitted by law.

REVOLVING OR DRAW FEATURE: [_] This Note possesses a revolving feature. Upon
satisfaction of all conditions set forth in this Note, Borrower shall be
entitled to borrow up to the full principal amount of the Note and to repay and
re-borrow from time to time during the term of the Note. |X| This Note possesses
a draw feature. Upon satisfaction of all conditions set forth in this Note,
Borrower shall be entitled to make one or more draws under this Note. Any
repayment may not be re-borrowed. The aggregate amount of such draws shall not
exceed the full principal amount of this Note.

Information with regard to any loans or advances under this Note shall be
recorded and maintained by Lender in its internal records and such records shall
be conclusive of the principal and interest owed by Borrower under this Note
unless there is a material error in such records. Lender's failure to record the
date and amount of any loan or advance shall not limit or otherwise affect the
obligations of Borrower under this Note to repay the principal amount of the
loans or advances together with all interest accruing thereon. Lender shall not
be obligated to provide Borrower with a copy of the record on a periodic basis.
Borrower shall be entitled to inspect or obtain a copy of the record during
Lender's business hours.

CONDITIONS FOR ADVANCES: If there is no default under this Note, Borrower shall
be entitled to borrow monies under this Note (subject to the limitations
described above) under the following conditions:

    IN AGREEING TO THE FOREGOING PROVISIONS, IT IS UNDERSTOOD THAT NO MORE
    THAN TWO ADVANCES (IN A MINIMUM OF $10,000 EACH) WILL BE MADE IN EACH
    30 DAY PERIOD. ADVANCES AND DEDUCTS FROM ACCOUNT #239361.

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INTEREST RATE: Interest under this Note shall be computed on the basis of 365
days and the actual number of days per year. So long as there is no default
under this Note, interest on this Note shall be calculated at the fixed rate of
NINE AND NO/1000 percent (9.000%) per annum or the maximum interest rate Lender
is permitted to charge by law, whichever is less.

DEFAULT RATE: In the event of any default under this Note, the Lender may, in
its discretion, determine that all amounts owed to Lender shall bear interest at
the lesser of: THE RATE OF CONTRACT RATE PLUS 2%, or the maximum interest rate
Lender is permitted to charge by law.

PAYMENT SCHEDULE:  Borrower shall pay the principal and interest according to
         the following schedule:
         $6,800 PRINCIPAL AND INTEREST, PLUS ESCROW PAYMENTS FOR TAXES AND
         INSURANCE BEGINNING FEBRUARY 28, 2002 AND ON THE LAST DAY OF EACH
         CALENDAR MONTH THEREAFTER.

All payments will be made to Lender at its address described above, or at any
other address so designated by Lender, and in lawful currency of the United
States of America.

RENEWAL: If checked, [_] this Note is a renewal of Loan
Number __________.

SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in, and pledges and
assigns to Lender, all of Borrower's rights, title, and interest, in all monies,
instruments, savings, checking and other deposit accounts of Borrower's,
(excluding IRA, Keogh and trust accounts and deposits subject to tax penalties
if so assigned) that are now or in the future in Lender's custody or control.
|X| If checked, the obligations under this Note are also secured by a lien on
and/or security interest in the property described in the documents executed in
connection with this Note as well as any other property designated as security
for this Note now or in the future. SEE TERMS AND CONDITIONS OF COMMITMENT
LETTER DATED AND ACCEPTED JANUARY 11, 2002.

PREPAYMENT:  This Note may be prepaid in part or in full on or before its
maturity date.  If this Note is prepaid in full, there will be: [_] No minimum
finance charge.  [X] A minimum finance charge of $7.50.


LATE PAYMENT CHARGES: If payment is received more than 10 days late, Borrower
will be charged a late payment charge of [_] _______% of the unpaid payment
amount; [X] $15.00 or n/a % of the unpaid payment amount, whichever is |X|
greater [_] less; as additional interest.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR
ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.
BORROWER MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN
AGREEMENT.  THIS

<PAGE>


NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS (EXCEPT EXEMPT TRANSACTIONS)
-------------------------------------------------------------------------------
NOW IN EFFECT BETWEEN YOU AND THIS LENDER.
------------------------------------------

BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND AGREES TO THE
TERMS AND CONDITIONS OF THIS NOTE INCLUDING THE PROVISIONS ON THE REVERSE SIDE.
BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS NOTE.

NOTE DATE: JANUARY 31, 2002
BORROWER: CE SOFTWARE, INC.

By:  ________/s/_________
JOHN S. KIRK
PRESIDENT

                              TERMS AND CONDITIONS

1. DEFAULT: Borrower will be in default under this Note in the event that
Borrower, any guarantor or any other third party pledging collateral to secure
this Note:

          (a) fails to make any payment on this Note or any other indebtedness
          to Lender when due;

          (b) fails to perform any obligation or breaches any warranty or
          covenant to Lender contained in this Note, any security instrument, or
          any other present or future written agreement regarding this or any
          other indebtedness of Borrower to Lender;

          (c) provides or causes any false or misleading signature or
          representation to be provided to Lender;

          (d) allows the collateral securing this Note (if any) to be lost,
          stolen, destroyed, damaged in any material respect, or subjected to
          seizure or confiscation;

          (e) permits the entry or service of any garnishment, judgment, tax
          levy, attachment or lien against Borrower, any guarantor, or any of
          their property;

          (f) dies, becomes legally incompetent, is dissolved or terminated,
          ceases to operate its business, becomes insolvent, makes an assignment
          for the benefit of creditors, fails to pay debts as they become due,
          has a material adverse change in its financial condition, or becomes
          the subject of any bankruptcy, insolvency or debtor rehabilitation
          proceeding; or

          (g) causes Lender, in good faith, to believe the prospect of payment
          or performance is impaired.

2. RIGHTS OF LENDER ON DEFAULT: If there is a default under this Note Lender
will be entitled to exercise one or more of the following remedies without
notice or demand (except as required by law):

          (a) to cease making additional advances under this Note;

          (b) to declare the principal amount plus accrued interest under this
          Note and all other present and future obligations of Borrower
          immediately due and payable in full;

          (c) to collect the outstanding obligations of Borrower with or without
          resorting to judicial process;

          (d) to take possession of any
          collateral in any manner permitted by law;

<PAGE>


          (e) to require Borrower to deliver and make available to Lender any
          collateral at a place reasonably convenient to Borrower and Lender;

          (f) to sell, lease or otherwise dispose of any collateral and collect
          any deficiency balance with or without resorting to legal process;

          (g) to set-off Borrower's obligations against any amounts due to
          Borrower including, but not limited to monies, instruments, and
          deposit accounts maintained with Lender; and

          (h) to exercise all other rights available to Lender under any other
          written agreement or applicable law.

Lender's rights are cumulative and may be exercised together, separately, and in
any order. Lender's remedies under this paragraph are in addition to those
available at common law, including, but not limited to, the right of set-off.

3. DEMAND FEATURE: If this Note contains a demand feature, Lender's right to
demand payment, at any time, and from time to time, shall be in Lender's sole
and absolute discretion, whether or not any default has occurred.

4. FINANCIAL INFORMATION: Borrower will at all times keep proper books of record
and account in which full, true and correct entries shall be made in accordance
with generally accepted accounting principles and will upon Lender's request
deliver to Lender, within ninety (90) days after the end of each fiscal year of
Borrower, a copy of the annual financial statements of Borrower relating to such
fiscal year, such statements to include (i) the balance sheet of Borrower as at
the end of such fiscal year and (ii) the related income statement, statement of
retained earnings and statement of changes in the financial position of Borrower
for such fiscal year, which, at Lender's request, shall be prepared by such
certified public accountants as may be reasonably satisfactory to Lender.
Borrower also agrees to deliver to Lender within fifteen (15) days after filing
same, a copy of Borrower's income tax returns and also, from time to time, such
other financial information with respect of Borrower as Lender may request.

5. MODIFICATION AND WAIVER: The modification or waiver of any of Borrower's
obligations or Lender's rights under this Note must be contained in a writing
signed by Lender. Lender may perform any of Borrower's obligations or delay or
fail to exercise any of its rights without causing a waiver of those obligations
or rights. A waiver on one occasion will not constitute a waiver on any other
occasion. Borrower's obligations under this Note shall not be affected if Lender
amends, compromises, exchanges, fails to exercise, impairs or releases any of
the obligations belonging to any co-borrower or guarantor or any of its rights
against any co-borrower, guarantor or collateral.

6. SEVERABILITY/MAXIMUM RATE: If any provision of this Note is invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. Notwithstanding
any reference to highest lawful rate, maximum interest rate permitted to be
charged by relevant law or other like terms, such references shall not be deemed
to establish a maximum lawful rate of interest as contemplated by Iowa Code
ss.535.2,2 because the parties have agreed

<PAGE>


in writing to a rate of interest pursuant to Iowa Code ss.535.2. There shall be
no automatic reduction to the highest lawful rate or other like term as to any
Borrower or any other party barred by law from availing itself in any action or
proceedings of the defense of usury, or any Borrower or other party barred or
exempted from the operation of any law limiting the amount of interest that may
be paid for the loan or use of money, or in the event this transaction, because
of its amount or purpose or for any other reason is exempt from the operation of
any statute limiting the amount of interest that may be paid for the loan or use
of money. Borrower agrees that any late charge, delinquency charge, or other
like charge shall be interest for the purpose of Iowa Law.

7. ASSIGNMENT: Borrower will not be entitled to assign any of its rights,
remedies or obligations described in this Note without the prior written consent
of Lender which may be withheld by Lender in its sole discretion. Lender will be
entitled to assign some or all of its rights and remedies describe in this Note
without notice to or the prior consent of Borrower in any manner. The term
"Lender" shall mean the Lender specified in this Agreement, its successors and
assigns, and subsequent holders of this Note.

8. NOTICE: Any notice or other communication to be provided to Borrower or
Lender under this Note shall be in writing and sent to the parties at the
addresses described in this Note or such other address as the parties may
designate in writing from time to time.

9. APPLICABLE LAW: This Note shall be governed by the laws of the state of Iowa.
Borrower consents to the jurisdiction and venue of any court located in such
state in the event of any legal proceeding pertaining to the negotiation,
execution, performance or enforcement of any term or condition contained in this
Note or any related loan document and agrees not to commence or seek to remove
such legal proceeding in or to a different court.

10. COLLECTION COSTS: If Lender hires an attorney to assist in collecting any
amount due or enforcing any right or remedy under this Note, Borrower agrees to
pay Lender's reasonable attorneys' fees and collection costs.

11. MISCELLANEOUS: This Note is being executed for Commercial purposes. Borrower
and Lender agree that time is of the essence. Borrower waives presentment,
demand for payment, notice of dishonor and protest. All reference to Borrower in
this Note shall include all of the parties signing this Note, and this Note
shall be binding upon the heirs, successors and assigns of Borrower and Lender.
If there is more than one Borrower, their Obligations will be joint and several.
This Note and any related documents represent the complete and integrated
understanding between Borrower and Lender pertaining to the terms and conditions
of those documents.

12. JURY TRIAL WAIVER: BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS NOTE OR THE COLLATERAL
SECURING THIS NOTE.

13. ADDITIONAL TERMS: