##### 



Exhibit 10.31 (BANK ONE LOGO)
    
    Note Modification Agreement
 This agreement is dated as of March 16, 2004 (the Agreement Date), to be
effective as of          
(the Effective Date), by and between TeraForce Technology Corporation alone,
and its successors (the Borrower) and Bank One, NA, with its main office in
Chicago, IL (the Bank). WHEREAS,the Borrower executed a Line of Credit Note as evidence of
indebtedness in the original face amount of Two Million Seven Hundred Thousand
and 00/100 Dollars ($2,700,000.00), dated September 27, 2002 owing by the
Borrower to the Bank, as same may have been amended or modified from time to
time, which face amount was increased to Four Million Two Hundred Thousand and
00/100 Dollars ($4,200,000.00) by subsequent modification, dated June 2, 2003,
(Note), which Note has at all times been, and is now, continuously and
without interruption outstanding in favor of the Bank; and, WHEREAS,the Borrower has requested and the Bank has agreed that the Note be
modified to the limited extent as hereinafter set forth; NOW THEREFORE,in mutual consideration of the agreements contained herein and
for other good and valuable consideration, the parties agree as follows: 1. ACCURACY OF RECITALS.The Borrower acknowledges the accuracy of the Recitals
stated above. 2. MODIFICATION OF NOTE. 2.1 From and after the Effective Date, a portion of the provision in the
Note captioned Promise to Payis hereby amended as
follows:  The date on which the entire balance of unpaid principal plus accrued
interest shall be due and payable immediately is hereby changed from June
27, 2004 to April 30, 2005. 2.2 From and after the Effective Date, the following paragraph is hereby
added to the Note under the provision captioned Promise to Pay:
  Notwithstanding any other provision in this Note, the maximum principal
amount available under this Note shall reduce to the following amount(s)
on and after the following date(s): Three Million Nine Hundred Thousand
and 00/100 Dollars ($3,900,000.00) on June 30, 2004; Three Million Six
Hundred Thousand and 00/100 Dollars ($3,600,000.00) on December 31, 2004.
The Borrower shall, on or before each such date, make such principal
payments as are needed to reduce the outstanding principal balance under
this Note as of each such date to an amount not exceeding the applicable
maximum principal amount. 2.3 Each of the Related Documents is modified to provide that it shall be
a default or an event of default thereunder if the
Borrower shall fail to comply with any of the covenants of the Borrower
herein or if any representation or warranty by the Borrower
or by any guarantor herein is materially incomplete, incorrect, or
misleading as of the date hereof. As used in this agreement, the
Related Documents shall include the Note and all loan agreements, credit
agreements, reimbursement agreements, security
agreements, mortgages, deeds of trust, pledge agreements, assignments,
guaranties, or any other instrument or document executed in
connection with the Note or in connection with any other obligations of the Borrower to the Bank. 2.4 Each reference in the Related Documents to any of the Related Documents shall be a reference to such document as
modified herein. 3. RATIFICATION OF RELATED DOCUMENTS AND COLLATERAL.The Related Documents are
ratified and reaffirmed
by the Borrower and shall remain in full force and effect as they may be
modified herein. All real or personal property described as
security in the Related Documents shall remain as security for the Note and the
obligations of the Borrower in the Related Documents. 4. BORROWER REPRESENTATIONS AND WARRANTIES.The Borrower represents and
warrants to the Bank: 4.1 No default or event of default under any of the Related Documents as
modified hereby, nor any event, that, with the giving of notice or the passage
of time or both, would be a default or an event of default under the Related
Documents as modified herein has occurred and is continuing.




---



##### 



4.2 There has been no material adverse change in the financial conditions
of the Borrower or any other person whose
financial statement has been delivered to the Bank in connection with the
Note from the most recent financial statement received by
the Bank. 4.3 Each and all representations and warranties of the Borrower in the Related Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs with respect to the loan evidenced by the Note or with
respect to the Related Documents as modified herein. 4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its
formation or organization. The Borrower has the requisite power and
authority to execute and deliver this agreement and to perform
the obligations described in the Related Documents as modified herein. The
execution and delivery of this agreement and the
performance of the obligations described in the Related Documents as
modified herein have been duly authorized by all requisite
action by or on behalf of the Borrower. This agreement has been duly
executed and delivered by or on behalf of the Borrower. 5. BORROWER COVENANTS.The Borrower covenants with the Bank: 5.1 The Borrower shall execute, deliver, and provide to the Bank such
additional agreements, documents, and instruments as
reasonably required by the Bank to effectuate the intent of this agreement. 5.2 The Borrower fully, finally, and forever releases and discharges the Bank and its successors, assigns, directors, officers,
employees, agents, and representatives from any and all causes of action,
claims, debts, demands, and liabilities, of whatever kind or
nature, in law or equity, of the Borrower, whether now known or unknown to
the Borrower, (i) in respect of the loan evidenced by the
Note and the Related Documents, or of the actions or omissions of the Bank
in any manner related to the loan evidenced by the Note
or the Related Documents and (ii) arising from events occurring prior to the date of this agreement. 5.3 The Borrower shall pay to the Bank: 5.3.1 All the internal and external costs and expenses incurred by the
Bank in connection with this agreement (including, without limitation, inside
and outside attorneys, appraisal, appraisal review, processing, title, filing,
and recording costs, expenses, and fees). 6. EXECUTION AND DELIVERY OF AGREEMENT BY THE BANK,The Bank shall not be bound
by this agreement until
(i) the Bank has executed this agreement and (ii) the Borrower performed all of
the obligations of the Borrower under this agreement
to be performed contemporaneously with the execution and delivery of this
agreement. 7. INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER.
The Note and the
Related Documents as modified herein contain the complete understanding and
agreement of the Borrower and the Bank in respect of
the loan and supersede all prior representations, warranties, agreements,
arrangements, understandings, and negotiations. No provision
of the Note or the Related Documents as modified herein may be changed,
discharged, supplemented, terminated, or waived except in
a writing signed by the party against whom it is being enforced. 8.
GOVERNING LAW AND VENUE. This agreement is delivered in the State of Texas
and governed by Texas law (without
giving effect to its laws of conflicts). The Borrower agrees that any legal
action or proceeding with respect to any of its obligations
under the Note or this agreement may be brought by the Bank in any state or
federal court located in the State of Texas, as the Bank in
its sole discretion may elect. By the execution and delivery of this agreement,
the Borrower submits to and accepts, for itself and in
respect of its property, generally and unconditionally, the non-exclusive
jurisdiction of those courts. The Borrower waives any claim
that the State of Texas is not a convenient forum or the proper venue for any
such suit, action or proceeding. This agreement binds the
Borrower and its successors, and benefits the Bank, its successors and assigns.
The Borrower shall not, however, have the right to
assign the Borrowers rights under tins agreement or any interest therein,
without the prior written consent of the Bank. 9. COUNTERPART EXECUTION.This agreement may be executed in multiple
counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts, taken together, shall
constitute one and the same agreement. 2




---



##### 



10. NOT A NOVATION.This agreement is a modification only and not a novation.
In addition to all amounts hereafter due under the Note and the Related
Documents as they may be modified herein, all accrued interest evidenced by the
Note being modified by this agreement and all accrued amounts due and payable
under the Related Documents shall continue to be due and payable until paid.
Except for the above-quoted modification(s), the Note, any Related Documents,
and all the terms and conditions thereof, shall be and remain in full force and
effect with the changes herein deemed to be incorporated therein. This
agreement is to be considered attached to the Note and made a part thereof.
This agreement shall not release or affect the liability of any guarantor,
surety or endorser of the Note or release any owner of collateral securing the
Note. The validity, priority and enforceability of the Note shall not be
impaired hereby. References to the Related Documents and to other agreements
shall not affect or impair the absolute and unconditional obligation of the
Borrower to pay the principal and interest on the Note when due. The Bank
reserves all rights against all patties to the Note. Borrower:Address:
    
    1240 E. Campbell Road
    
    TeraForce Technology CorporationRichardson, TX 75081By:
    
    /s/ Robert P. CappsRobert P. Capps     
                                            
Exec. Vice Pres.Printed Name                                                      TitleDate Signed: 3-18-04
 BANKS ACCEPTANCE The foregoing agreement is hereby agreed to and acknowledged. Bank:Bank One, NA, with its main office in Chicago, ILBy:
    
    /s/ Bradly C. PetersBradly C.
Peters                                                  Asst.
Vice Pres.Printed Name                                                      TitleDate
Signed: 3-18-04
 Christy Murphy TX 000001011065291 3