Exhibit 10.32
                          COMMERCIAL SECURITY AGREEMENT
<TABLE>
<CAPTION>

----------- ------------ ------------ ------------ ------ ------------ ---------- --------- ----------
 Principal   Loan Date     Maturity     Loan No.    Call/Coll    Account   Officer   Initials
<S>          <C>          <C>          <C>           <C>         <C>       <C>
52,500,000   02-15-2002   02-15-2005   9593000194    9063        120112    RR
----------- ------------ ------------ ------------ ------ ------------ ---------- --------- ----------
</TABLE>

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing   "***"   has  been   omitted   due  to  text   length   limitations.
--------------------------------------------------------------------------------
Grantor: eAcceleration Corp. (TIN: 91-2006409)
         1050 NE Hostmark Street,  Suite 100 B
         Poulsbo,  WA 98370

Lender:  American  Marine  Bank dba  Silverdale  Bank
         Post Office Box 298
         9490 Silverdale Way
         Silverdale, WA 98383
================================================================================
THIS COMMERCIAL SECURITY AGREEMENT dated February 15, 2002, is made and executed
between eAcceleration Corp ("Grantor");  and American Marine Bank dba Silverdale
Bank ("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a security interest in the Collateral to secure the Indebtedness and agrees that
Lender  shall  have the  rights  stated in this  Agreement  with  respect to the
Collateral, in addition to all other rights which Lender may have by law.

COLLATERAL  DESCRIPTION.  The word  "Collateral" as used in this Agreement means
the  following  described  property,  whether now owned or  hereafter  acquired,
whether now  existing or  hereafter  arising,  and  wherever  located,  in which
Grantor  is  giving  to  Lender  a  security  interest  for the  payment  of the
Indebtedness  and performance of all other  obligations  under the Note and this
Agreement:

          ALL  CHATTEL  PAPER,  ACCOUNTS,  CONTRACT RIGHTS AND  PROCEEDS

In addition, the word "Collateral" also includes all the following,  whether now
owned or hereafter  acquired,  whether now existing or  hereafter  arising,  and
wherever located:

         (A)  All  accessions,  attachments,  accessories,  replacements  of and
              additions  to  any  of  the  collateral  described herein, whether
              added now or later.
         (B)  All  products and produce of any of the property described in this
              Collateral section.
         (C)  All  accounts,  general  intangibles,  instruments, rents, monies,
              payments,  and  all other rights, arising out of a sale, lease, or
              other disposition of any of the property described in this
              Collateral section.
         (D)  All  proceeds  (including  insurance  proceeds)  from  the   sale,
              destruction,  loss,  or  other  disposition of any of the property
              described  in  this  Collateral section, and sums due from a third
              party  who  has  damaged  or destroyed the Collateral or from that
              party's  insurer,  whether  due  to  judgment, settlement or other
              process.
         (E)  All  records and data relating to any of the property described in
              this  Collateral  section,  whether  in  the  form  of  a writing,
              photograph,  microfilm,  microfiche, or electronic media, together
              with  all  of  Grantor's  right, title, and interest in and to all
              computer  software  required  to  utilize,  create,  maintain, and
              process any such records or data on electronic media.

Despite any other provision of this Agreement,  Lender is not granted,  and will
not have, a  nonpurchase  money  security  interest in household  goods,  to the
extent  such a security  interest  would be  prohibited  by  applicable  law. In
addition,  if because of the type of any Property,  Lender is required to give a
notice of the right to cancel under Truth in Lending for the indebtedness,  then
Lender  will not have a security  interest in such  Collateral  unless and until
such a notice is given.

CROSS-COLLATERALIZATION.  In addition to the Note,  this  Agreement  secures all
obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or any one or more of them, as well as all claims by Lender  against  Grantor or
any one or more of them,  whether now  existing or  hereafter  arising,  whether
related or unrelated to the purpose of the Note, whether voluntary or otherwise,
whether due or not due, direct or indirect, determined or undetermined, absolute
or  contingent,  liquidated  or  unliquidated  whether  Grantor  may  be  liable
individually  or jointly with others,  whether  obligated as guarantor,  surety,
accommodation party or otherwise,  and whether recovery upon such amounts may be
or hereafter  may become barred by any statute of  limitations,  and whether the
obligation  to repay such  amounts  may be or  hereafter  may  become  otherwise
unenforceable.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff  in all  Grantor's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes  all accounts  Grantor  holds
jointly  with  someone  else and all  accounts  Grantor  may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor  authorizes  Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

GRANTOR'S  REPRESENTATIONS  AND WARRANTIES WITH RESPECT TO THE COLLATERAL.  With
respect to the Collateral, Grantor represents and promises to Lender that:

     PERFECTION  OF  SECURITY INTEREST.  Grantor  agrees  to  execute  financing
     statements  and  to  take whatever other actions are requested by Lender to
     perfect  and  continue  Lender's  security interest in the Collateral. Upon
     request  of  Lender,  Grantor  will  deliver  to  Lender any and all of the
     documents  evidencing or constituting the Collateral, and Grantor will note
     Lender's interest upon any and all chattel paper if not delivered to Lender
     for possession by Lender.

     NOTICES TO LENDER.  Grantor  will  promptly  notify  Lender  in  writing at
     Lender's  address  shown  above  (or  such  other  addresses  as Lender may
     designate  from  time  to  time) prior to any (1) change in Grantor's name,
     (2)  change  in  Grantor's  assumed  business  name(s),  (3)  change in the
     management  of  the  Corporation  Grantor,  (4)  change  in  the authorized
     signer(s),  (5) change in Grantor's principal office address, (6) change in
     Grantor's  state  of  organization,   (7) conversion of Grantor to a new or
     different  type  of  business  entity, or (8) change in any other aspect of
     Grantor  that  directly  or  indirectly  relates  to any agreements between
     Grantor  and  Lender. No  change in Grantor's name or state of organization
     will take effect until after Lender has received notice.

     NO VIOLATION. The execution and delivery of this Agreement will not violate
     any law or agreement governing Grantor or to which Grantor is a party, and
     its certificate or articles of incorporation and bylaws do not prohibit any
     term or condition of this Agreement.

     ENFORCEABILITY OF COLLATERAL. To  the  extent  the  Collateral  consists of
     accounts,  chattel paper, or general intangibles, as defined by the Uniform
     Commercial  Code,  the  Collateral  is  enforceable  in accordance with its
     terms,  is  genuine,  and  fully  complies  with  all  applicable  laws and
     regulations  concerning  form,  content  and  manner  of  preparation   and
     execution, and all persons appearing to be obligated on the Collateral have
     authority and capacity to contract and are in fact obligated as they appear
     to  be  on  the  Collateral.  At  the time any Account becomes subject to a
     security interest in favor of Lender, the Account shall be a good and valid
     account  representing an undisputed, bona fide indebtedness incurred by the
     account  debtor,  for  merchandise held subject to delivery instructions or
     previously  shipped  or  delivered  pursuant  to a contract of sale, or for
     services previously performed by Grantor with or for the account debtor. So
     long  as  this  Agreement  remains  in  effect,  Grantor shall not, without
     Lender's  prior  written  consent,  compromise,  settle,  adjust, or extend
     payment  under  or  with  regard  to  any  such Accounts. There shall be no
     setoffs  or  counterclaims  against any of the Collateral, and no agreement
     shall have been made under which any deductions or discounts may be claimed
     concerning the Collateral except those disclosed to Lender in writing.

     LOCATION OF THE COLLATERAL. Except  in  the  ordinary  course  of Grantor's
     business,  Grantor  agrees  to  keep  the  Collateral (or to the extent the
     Collateral  consists  of  intangible  property  such as accounts or general
     intangibles,  the  records  concerning the Collateral) at Grantor's address
     shown  above  or  at such other locations as are acceptable to Lender. Upon
     Lender's  request,  Grantor  will deliver to Lender in form satisfactory to
     Lender  a  schedule of real properties and Collateral locations relating to
     Grantor's  operations,  including without limitation the following: (1) all
     real  property Grantor owns or is purchasing; (2) all real property Grantor
     is  renting  or  leasing;  (3)  all storage facilities Grantor owns, rents,
     leases, or uses; and (4) all other properties where Collateral is or may be
     located.

     REMOVAL  OF THE COLLATERAL.  Except in  the  ordinary  course  of Grantor's
     business,  Grantor  shall  not  remove  the  Collateral  from  its existing
     location  without  Lender's  prior written consent. Grantor shall, whenever
     requested, advise Lender of the exact location of the Collateral.

     TRANSACTIONS INVOLVING  COLLATERAL.  Except  for inventory sold or accounts
     collected  in  the  ordinary  course of Grantor's business, or as otherwise
     provided  for in this Agreement,  Grantor shall not sell, offer to sell, or
     otherwise  transfer  or dispose of the Collateral. Grantor shall not pledge
     mortgage, encumber or otherwise permit the Collateral to be subject to  any
     lien,  security  interest,  encumbrance, or charge, other than the security
     interest  provided  for  in  this  Agreement,  without  the  prior  written
     consent of Lender. This includes security interests even if junior in right
     to  the  security  interest  granted under this Agreement. Unless waived by
     Lender,  all  proceeds from any disposition of the Collateral (for whatever
     reason)  shall be held in trust for Lender and shall not be commingled with
     any  other  funds;  provided however, this requirement shall not constitute
     consent  by  Lender to any sale or other disposition. Upon receipt, Grantor
     shall immediately deliver any such proceeds to Lender.

     TITLE.  Grantor  represents  and warrants to Lender that Grantor holds good
     and  marketable  title  to  the Collateral, free and clear of all liens and
     encumbrances  except for the lien of this Agreement. No financing statement
     covering  any  of the Collateral is on file in any public office other than
     those  which  reflect the security interest created by this Agreement or to
     which  Lender  has  specifically  consented.  Grantor shall defend Lender's
     rights  in  the  Collateral  against  the  claims  and demands of all other
     persons.

     REPAIRS  AND MAINTENANCE. Grantor agrees to keep and maintain, and to cause
     others  to  keep  and  maintain,  the  Collateral in good order, repair and
     condition  at  all  times  while  this Agreement remains in effect. Grantor
     further  agrees  to  pay  when due all claims for work done on, or services

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
                                  (CONTINUED)                             PAGE 2
================================================================================
     rendered or material furnished in connection with the Collateral so that no
     lien  or encumbrance may ever attach to or be filed against the Collateral.

     INSPECTION  OF  COLLATERAL. Lender  and Lender's designated representatives
     and  agents  shall  have  the  right at all reasonable times to examine and
     inspect the Collateral wherever located.

     TAXES,  ASSESSMENTS  AND  LIENS.  Grantor  will  pay  when  due  all taxes,
     assessments  and liens upon the Collateral, its use or operation, upon this
     Agreement,  upon  any promissory note or notes evidencing the indebtedness,
     or  upon  any of the other Related Documents. Grantor may withhold any such
     payment  or  may  elect  to  contest  any  lien if Grantor is in good faith
     conducting  an  appropriate proceeding to contest the obligation to pay and
     so  long  as  Lender's  interest  in  the  Collateral is not jeopardized in
     Lender's  sole  opinion.  If the Collateral is subjected to a lien which is
     not  discharged within fifteen (15) days, Grantor shall deposit with Lender
     cash,  a sufficient corporate surety bond or other security satisfactory to
     Lender  in an amount adequate to provide for the discharge of the lien plus
     any  interest, costs, attorney's fees or other charges that could accrue as
     a result of foreclosure   or sale of the Collateral. In any contest Grantor
     shall defend itself and Lender and shall satisfy any final adverse judgment
     before  enforcement against the Collateral. Grantor shall name Lender as an
     additional  obligee  under  any  surety  bond  furnished  in  the   contest
     proceedings.  Grantor  further  agrees to furnish Lender with evidence that
     such  taxes, assessments, and governmental and other charges have been paid
     in  full  and  in a timely manner. Grantor may withhold any such payment or
     may  elect  to  contest  any lien if Grantor is in good faith conducting an
     appropriate  proceeding  to  contest  the  obligation to pay and so long as
     Lender's interest in the Collateral is not jeopardized.

     COMPLIANCE  WITH  GOVERNMENTAL  REQUIREMENTS. Grantor shall comply promptly
     with  all  laws,  ordinances,  rules  and  regulations  of all governmental
     authorities,  now  or  hereafter  in  effect,  applicable to the ownership,
     production,  disposition,  or use of the Collateral. Grantor may contest in
     good  faith  any  such law, ordinance or regulation and withhold compliance
     during  any  proceeding, including appropriate appeals, so long as Lender's
     interest in the Collateral, in Lender's opinion, is not jeopardized.

     HAZARDOUS  SUBSTANCES.  Grantor represents and warrants that the Collateral
     never  has been, and never will be so long as this Agreement remains a lien
     on  the  Collateral, used in violation of any Environmental Laws or for the
     generation,  manufacture,  storage,  transportation,  treatment,  disposal,
     release   or  threatened    release  of   any  Hazardous   Substance.   The
     representations  and warranties contained herein are based on Grantor's due
     diligence in investigating the Collateral for Hazardous Substances. Grantor
     hereby  (1)  releases  and  waives  any  future  claims  against Lender for
     indemnity  or  contribution in the event Grantor becomes liable for cleanup
     or  other  costs  under any Environmental Laws, and (2) agrees to indemnify
     and  hold  harmless  Lender against any and all claims and losses resulting
     from  a  breach  of  this  provision  of this Agreement. This obligation to
     indemnify   shall   survive   the  payment  of  the  indebtedness  and  the
     satisfaction of this Agreement.

     MAINTENANCE  OF  CASUALTY INSURANCE. Grantor shall procure and maintain all
     risks  insurance,  including  without  limitation fire, theft and liability
     coverage  together  with  such  other  insurance as Lender may require with
     respect to the Collateral, in form, amounts, coverages and basis reasonably
     acceptable  to  Lender  and  issued  by  a  company or companies reasonably
     acceptable  to  Lender.  Grantor,  upon  request of Lender, will deliver to
     Lender  from time to time the policies or certificates of insurance in form
     satisfactory  to  Lender, including stipulations that coverages will not be
     cancelled  or  diminished  without  at  least  ten (10) days' prior written
     notice  to  Lender  and  not  including  any  disclaimer  of  the insurer's
     liability  for  failure  to  give such a notice. Each insurance policy also
     shall  include  an  endorsement  providing that coverage in favor of Lender
     will  not be impaired in any way by any act, omission or default of Grantor
     or  any  other  person.  In connection with all policies covering assets in
     which  Lender holds or is offered a security interest, Grantor will provide
     Lender  with such loss payable or other endorsements as Lender may require.
     If  Grantor  at  any  time  fails  to  obtain  or maintain any insurance as
     required  under this  Agreement, Lender may (but shall not be obligated to)
     obtain such  insurance  as Lender deems appropriate, including if Lender so
     chooses "single interest insurance" which will cover only Lender's interest
     in the Collateral.

     APPLICATION  OF INSURANCE PROCEEDS. Grantor shall promptly notify Lender of
     any  loss  or  damage  to  the Collateral. Lender may make proof of loss if
     Grantor  fails  to  do  so  within  fifteen  (15) days of the casualty. All
     proceeds  of  any  insurance  on the Collateral, including accrued proceeds
     thereon,  shall  be  held  by  Lender  as part of the Collateral. If Lender
     consents  to  repair or replacement of the damaged or destroyed Collateral,
     Lender  shall,  upon  satisfactory  proof  of expenditure, pay or reimburse
     Grantor from the proceeds for the reasonable cost of repair or restoration.
     If  Lender  does  not  consent  to repair or replacement of the Collateral,
     Lender  shall  retain a sufficient amount of the proceeds to pay all of the
     indebtedness, and shall pay the balance to Grantor. Any proceeds which have
     not  been  disbursed  within  six  (6) months after their receipt and which
     Grantor  has  not  committed to the repair or restoration of the Collateral
     shall be used to prepay the indebtedness.

     INSURANCE  RESERVES.  Lender  may  require  Grantor to maintain with Lender
     reserves for payment of insurance premiums, which reserves shall be created
     by  monthly  payments  from  Grantor  of  a  sum  estimated by Lender to be
     sufficient  to  produce,  at least fifteen (15) days before the premium due
     date,  amounts  at  least  equal  to  the insurance premiums to be paid. If
     fifteen   (15)   days  before  payment  is  due,  the  reserve  funds   are
     insufficient,  Grantor  shall upon demand pay any deficiency to Lender. The
     reserve  funds  shall  be  held  by  Lender  as a general deposit and shall
     constitute  a  non-interest-bearing  account  which  Lender  may satisfy by
     payment  of  the  insurance premiums required to be paid by Grantor as they
     become  due.   Lender does not hold the reserve funds in trust for Grantor,
     and  Lender  is  not  the  agent  of  Grantor  for payment of the insurance
     premiums required to be paid by Grantor. The responsibility for the payment
     of the premiums shall remain Grantor's sole responsibility.

     INSURANCE REPORTS. Grantor, upon request of Lender, shall furnish to Lender
     reports  on  each  existing policy of insurance showing such information as
     Lender  may reasonably request including the following: (1) the name of the
     insurer;  (2)  the  risks  insured;  (3)  the amount of the policy; (4) the
     property  insured;  (5)  the  then  current  value  on  the  basis of which
     insurance  has  been obtained and the manner of determining that value; and
     (6)  the  expiration  date  of  the policy. In addition, Grantor shall upon
     request  by  Lender  (however  not  more  often  than  annually)  have   an
     independent  appraiser satisfactory to Lender determine, as applicable, the
     cash value or replacement cost of the Collateral.

     FINANCING  STATEMENT.  Grantor  authorized Lender to file a UCC-1 financing
     statement,  or alternatively,  a copy of this Agreement to perfect Lender's
     security interest. At Lender's request, Grantor additionally agrees to sign
     all other  documents that are necessary to perfect,  protect,  and continue
     Lender's  security  interest in the  Property.  Grantor will pay all filing
     fees,  title  transfer  fees,  and  other  fees and costs  involved  unless
     prohibited  by law or unless Lender is required by law to pay such fees and
     costs.  Grantor irrevocably appoints Lender to execute financing statements
     and  documents  of title in  Grantor's  name and to execute  all  documents
     necessary to transfer  title if there is a default.  Lender may file a copy
     of this Agreement as a financing  statement.  If Grantor changes  Grantor's
     name or address,  or the name or address of any person  granting a security
     interest under this  Agreement  changes,  Grantor will promptly  notify the
     Lender of such change.


GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until default and except
as  otherwise  provided  below  with  respect  to  accounts,  Grantor  may  have
possession  of the  tangible  personal  property and  beneficial  use of all the
Collateral  and may use it in any  lawful  manner  not  inconsistent  with  this
Agreement or the Related Documents,  provided that Grantor's right to possession
and  beneficial use shall not apply to any  Collateral  where  possession of the
Collateral by Lender is required by law to perfect Lender's security interest in
such Collateral.  Until otherwise notified by Lender, Grantor may collect any of
the Collateral  consisting of accounts.  At any time and even though no Event of
Default  exists,  Lender may  exercise its rights to collect the accounts and to
notify account  debtors to make payments  directly to Lender for  application to
the  indebtedness.  If  Lender  at any time has  possession  of any  Collateral,
whether  before  or after an Event of  Default,  Lender  shall be deemed to have
exercised  reasonable care in the custody and  preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as Lender,
in Lenders's sole discretion,  shall deem appropriate  under the  circumstances,
but failure to honor any request by Grantor  shall not of itself be deemed to be
a failure to exercise  reasonable care. Lender shall not be required to take any
steps necessary to preserve any rights in the Collateral  against prior parties,
nor to protect,  preserve or maintain any security  interest given to secure the
indebtedness.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest in the  Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents,  including
but not limited to  Grantor's  failure to  discharge or pay when due any amounts
Grantor is  required to  discharge  or pay under this  Agreement  or any Related
Documents,  Lender on Grantor's  behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging or paying all taxes,  liens,  security  interest,  encumbrances  and
other  claims,  at any time  levied or placed on the  Collateral  and paying all
costs  for  insuring,  maintaining  and  preserving  the  Collateral.  All  such
expenditures  incurred  or paid by  Lender  for such  purposes  will  then  bear
interest at the rate  charged  under the Note from the date  incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of the indebtedness and, at Lender's option,  will (A) be payable on demand; (B)
be added to the balance of the Note and be apportioned among and be payable with
any  installment  payments  to  become  due  during  either  (1) the term of any
applicable  insurance  policy;  or (2) the remaining term of the Note; or (C) be
treated  as a  balloon  payment  which  will be due and  payable  at the  Note's
maturity.  The Agreement also will secure  payment of these amounts.  Such right
shall be in addition  to all other  rights and  remedies to which  Lender may be
entitled upon Default.

DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement.

     PAYMENT  DEFAULT.  Grantor  fails  to make any  payment  when due under the
     indebtedness.

     OTHER DEFAULTS.  Grantor fails to comply with or to perform any other term,
     obligation,  covenant or condition contained in this Agreement or in any of
     the Related Documents or to comply with or to perform any term, obligation,
     covenant or condition  contained in any other agreement  between Lender and
     Grantor.

     DEFAULT IN FAVOR OF THIRD PARTIES.  Should  Borrower or any Grantor default
     under any loan, extension of credit, security agreement,  purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may  materially  affect any of Grantor's  property or Grantor's or any
     Grantor's  ability to repay the  indebtedness  or perform their  respective
     obligations under this Agreement or any of the Related Documents.

     FALSE  STATEMENTS.  Any  warranty,  representation  or  statement  made  or
     furnished to Lender by Grantor or on Grantor's  behalf under this


<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
                                  (CONTINUED)                             PAGE 3
================================================================================

     Agreement or the Related  Documents is false or  misleading in any material
     respect,  either now or at the time made or furnished  or becomes  false or
     misleading at any time thereafter.

     DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including failure of any collateral
     document to create a valid and perfected security interest or lien) at any
     time and for any reason.

     INSOLVENCY.  The  dissolution or  termination  of Grantor's  existence as a
     going  business,  the insolvency of Grantor,  the appointment of a receiver
     for any part of  Grantor's  property,  any  assignment  for the  benefit of
     creditors,  any  type  of  creditor  workout,  or the  commencement  of any
     proceeding under any bankruptcy or insolvency laws by or against Grantor.

     CREDITOR  OR  FORFEITURE   PROCEEDINGS.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession  or any other  method,  by any  creditor  of Grantor or by any
     governmental agency against any collateral securing the indebtedness.  This
     includes a  garnishment  of any of Grantor's  accounts,  including  deposit
     accounts,  with Lender.  However,  this Event of Default shall not apply if
     there  is  a  good  faith   dispute  by  Grantor  as  to  the  validity  or
     reasonableness  of  the  claim  which  is the  basis  of  the  creditor  or
     forfeiture  proceeding  and if Grantor gives Lender  written  notice of the
     creditor or  forfeiture  proceeding  and deposits  with Lender  monies or a
     surety  bond  for the  creditor  or  forfeiture  proceeding,  in an  amount
     determined by Lender, in its sole discretion,  as being an adequate reserve
     or bond for the dispute.

     EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect
     to  Guarantor  of any of the  indebtedness  or  Guarantor  dies or  becomes
     incompetent or revokes or disputes the validity of, or liability under, any
     Guaranty of the indebtedness.

     ADVERSE  CHANGE.  A material  adverse change occurs in Grantor's  financial
     condition, or Lender believes the prospect of payment or performance of the
     indebtedness is impaired.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the  Washington  Uniform  Commercial  Code.  In addition and without
limitation,  Lender may  exercise  any one or more of the  following  rights and
remedies:

     ACCELERATE  INDEBTEDNESS.  Lender  may  declare  the  entire  indebtedness,
     including  any  prepayment  penalty which Grantor would be required to pay,
     immediately due and payable, without notice of any kind to Grantor.

     ASSEMBLE COLLATERAL. Lender may require Grantor to deliver to Lender all or
     any portion of the  Collateral  and any and all  certificates  of title and
     other documents  relating to the Collateral.  Lender may require Grantor to
     assemble  the  Collateral  and make it available to Lender at a place to be
     designated  by Lender.  Lender also shall have full power to enter upon the
     property of Grantor to take possession of and remove the Collateral. If the
     Collateral  contains  other goods not covered by this Agreement at the time
     of repossession,  Grantor agrees Lender may take such other goods, provided
     that  Lender  makes  reasonable  efforts to return  them to  Grantor  after
     repossession.

     SELL THE COLLATERAL. Lender shall have full power to sell, lease, transfer,
     or otherwise deal with the  Collateral or proceeds  thereof in Lender's own
     name or that of Grantor.  Lender may sell the  Collateral at public auction
     or private sale.  Unless the  Collateral  threatens to decline  speedily in
     value or is of a type customarily sold on a recognized market,  Lender will
     give Grantor,  and other persons as required by law,  reasonable  notice of
     the time and place of any public sale,  or the time after which any private
     sale or any other  intended  disposition  of the  Collateral is to be made.
     However,  no notice  need be  provided  to any person  who,  after Event of
     Default occurs,  enters into and  authenticates  an agreement  waiving that
     person's  right to  notification  of sale. The  requirements  of reasonable
     notice  shall be met if such  notice is given at least ten (10) days before
     the  time  of  the  sale  or  disposition.  All  expenses  relating  to the
     disposition of the Collateral, including without limitation the expenses of
     retaking, holding, insuring, preparing for sale and selling the Collateral,
     shall become a part of the indebtedness secured by this Agreement and shall
     be  payable  on  demand,  with  interest  at the  Note  rate  from  date of
     expenditure until repaid.

     APPOINT RECEIVER.  Lender shall have the right to have a receiver appointed
     to take possession of all or any part of the Collateral,  with the power to
     protect and preserve the Collateral, to operate the Collateral preceding or
     pending  foreclosure  or sale, and to collect the Rents from the Collateral
     and  apply  the  proceeds,  over and  above  the cost of the  receivership,
     against the indebtedness.  The receiver may serve without bond if permitted
     by law. Lender's right to the appointment of a receiver shall exist whether
     or not the apparent value of the Collateral  exceeds the  indebtedness by a
     substantial amount. Employment by Lender shall not disqualify a person from
     serving as a receiver.

     COLLECT  REVENUES,  APPLY  ACCOUNTS.  Lender,  either  itself or  through a
     receiver,  may collect the payments,  rents,  income, and revenues from the
     Collateral.  Lender may at any time in  Lender's  discretion  transfer  any
     Collateral  into Lender's own name or that of Lender's  nominee and receive
     the  payments,  rents,  income and revenues  therefrom and hold the same as
     security for the indebtedness or apply it to payment of the indebtedness in
     such order or preference as Lender may determine. Insofar as the Collateral
     consists of accounts, general intangibles, insurance policies, instruments,
     chattel paper,  choses in action, or similar  property,  Lender may demand,
     collect,  receipt for, settle,  compromise,  adjust, sue for, foreclose, or
     realize  on  the  Collateral  as  Lender  may  determine,  whether  or  not
     indebtedness or Collateral is then due. For these purposes,  Lender may, on
     behalf of and in the name of  Grantor,  receive,  open and  dispose of mail
     addressed to Grantor;  change any address to which mail and payments are to
     be sent;  and endorse notes,  checks,  drafts,  money orders,  documents of
     title, instruments and items pertaining to payment, shipment, or storage of
     any Collateral. To facilitate collection, Lender may notify account debtors
     and obligors on any Collateral to make payments directly to Lender.

     OBTAIN DEFICIENCY.  If Lender chooses to sell any or all of the Collateral,
     Lender may obtain a judgment  against Grantor for any deficiency  remaining
     on the indebtedness due to Lender after application of all amounts received
     from the exercise of the rights provided in this  Agreement.  Grantor shall
     be  liable  for a  deficiency  even if the  transaction  described  in this
     subsection is a sale of accounts or chattel paper.

     OTHER RIGHTS AND  REMEDIES.  Lender shall have all rights and remedies of a
     secured  creditor under the provisions of the Uniform  Commercial  Code, as
     may be amended from time to time.  In  addition,  Lender shall have and may
     exercise any or all other rights and remedies it may have available at law,
     in equity, or otherwise.

     ELECTION OF REMEDIES. Except as may be prohibited by applicable law, all of
     Lender's  rights and remedies,  whether  evidenced by this  Agreement,  the
     Related Documents,  or by any other writing, shall be cumulative and may be
     exercised  singularly  or  concurrently.  Election  by Lender to pursue any
     remedy shall not exclude  pursuit of any other  remedy,  and an election to
     make  expenditures  or to take action to perform an  obligation  of Grantor
     under this Agreement,  after Grantor's failure to perform, shall not affect
     Lender's right to declare a default and exercise its remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

     AMENDMENTS. This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement. No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     ATTORNEY'S  FEES;  EXPENSES.  Grantor  agrees  to pay  upon  demand  all of
     Lender's  costs  and  expenses,  including  Lender's  attorneys'  fees  and
     Lender's legal  expenses,  incurred in connection  with the  enforcement of
     this  Agreement.  Lender may hire or pay someone  else to help enforce this
     Agreement,   and  Grantor   shall  pay  the  costs  and  expenses  of  such
     enforcement.  Costs and expenses include Lender's attorney's fees and legal
     expenses whether or not there is a lawsuit,  including  attorney's fees and
     legal expenses for bankruptcy  proceedings  (including efforts to modify or
     vacate any automatic  stay or  injunction),  appeals,  and any  anticipated
     post-judgement collection services.  Grantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     CAPTION  HEADINGS.  Caption  headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the  provisions
     of this Agreement.

     GOVERNING LAW. THIS  AGREEMENT WILL BE GOVERNED BY,  CONSTRUED AND ENFORCED
     IN  ACCORDANCE  WITH  FEDERAL LAW AND THE LAWS OF THE STATE OF  WASHINGTON.
     THIS AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF WASHINGTON.

     PREFERENCE  PAYMENTS.  Any  monies  Lender  pays  because  of  an  asserted
     preference  claim  in  Grantor's  bankruptcy  will  become  a  part  of the
     Indebtedness  and,  at  Lender's  option,  shall be  payable  by Grantor as
     provided in this Agreement.

     NO WAIVER BY LENDER.  Lender  shall not be deemed to have waived any rights
     under this  Agreement  unless such waiver is given in writing and signed by
     Lender.  No delay or omission on the part of Lender in exercising any right
     shall  operate  as a waiver of such right or any other  right.  A waiver by
     Lender of a provision of this Agreement shall not prejudice or constitute a
     waiver of Lender's right  otherwise to demand strict  compliance  with that
     provision  or any other  provision  of this  Agreement.  No prior waiver by
     Lender,  nor any  course of  dealing  between  Lender  and  Grantor,  shall
     constitute  a  waiver  of any of  Lender's  rights  or of any of  Grantor's
     obligations as to any future  transactions.  Whenever the consent of Lender
     is required under this Agreement, the granting of such consent by Lender in
     any  instance  shall  not  constitute   continuing  consent  to  subsequent
     instances  where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.


<PAGE>

                            COMMERCIAL SECURITY AGREEMENT
                                  (CONTINUED)                             PAGE 4
   ===========================================================================
     NOTICES.  Subject to  applicable  law,  and except for notice  required  or
     allowed by law to be given in another  manner,  any notice  required  to be
     given  under  this  Agreement  shall  be  given in  writing,  and  shall be
     effective when actually delivered,  when actually received by telefacsimile
     (unless  otherwise  required  by law),  when  deposited  with a  nationally
     recognized  overnight courier,  or, if mailed, when deposited in the United
     States mail, as first class,  certified or registered mail postage prepaid,
     directed to the addresses shown near the beginning of this  Agreement.  Any
     party may change its  address for notices  under this  Agreement  by giving
     formal written notice to the other parties,  specifying that the purpose of
     the notice is to change the party's address.  For notice purposes,  Grantor
     agrees to keep Lender informed at all times of Grantor's  current  address.
     Subject to applicable law, and except for notice required or allowed by law
     to be given in  another  manner,  if there is more  than one  Grantor,  any
     notice  given by Lender to any Grantor is deemed to be notice  given to all
     Grantors.

     POWER OF ATTORNEY.  Grantor hereby appoints Lender as Grantor's irrevocable
     attorney-in-fact  for the purpose of executing any  documents  necessary to
     perfect or to continue the  security  interest  granted in this  Agreement.
     Lender may at any time,  and without  further  authorization  from Grantor,
     file  a  carbon,  photographic  or  other  reproduction  of  any  financing
     statement or of this  Agreement for use as a financing  statement.  Grantor
     will  reimburse  Lender  for  all  expenses  for  the  perfection  and  the
     continuation  of  the  perfection  of  Lender's  security  interest  in the
     Collateral.

     WAIVER OF CO-OBLIGOR'S RIGHTS. If more than one person is obligated for the
     Indebtedness,  Grantor irrevocably  waives,  disclaims and relinquishes all
     claims against such other person which Grantor has or would  otherwise have
     by virtue of payment of the Indebtedness or any part thereof,  specifically
     including  but not  limited to all  rights of  indemnity,  contribution  or
     exoneration.

     SEVERABILITY.  If a court of competent  jurisdiction finds any provision of
     this Agreement to be illegal, invalid, or unenforceable as to any person or
     circumstance,  that finding shall not make the offending provision illegal,
     invalid,  or  unenforceable  as to any  other  person or  circumstance.  If
     feasible,  the offending  provision shall be considered modified so that it
     becomes legal, valid and enforceable.  If the offending provision cannot be
     so modified,  it shall be considered  deleted from this  Agreement.  Unless
     otherwise required by law, the illegality,  invalidity, or unenforceability
     of any provision of this Agreement shall not affect the legality,  validity
     or enforceability of any other provision of this Agreement.

     SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement
     on transfer of Grantor's interest, this Agreement shall be binding upon and
     inure to the benefit of the  parties,  their  successors  and  assigns.  If
     ownership of the Collateral  becomes vested in a person other than Grantor,
     Lender,  without notice to Grantor, may deal with Grantor's successors with
     reference to this Agreement and the  indebtedness  by way of forbearance or
     extension  without releasing Grantor from the obligations of this Agreement
     or liability under the indebtedness.

     SURVIVAL  OF   REPRESENTATIONS   AND   WARRANTIES.   All   representations,
     warranties,  and agreements made by Grantor in this Agreement shall survive
     the  execution  and  delivery of this  Agreement,  shall be  continuing  in
     nature,  and shall  remain  in full  force and  effect  until  such time as
     Borrower's indebtedness shall be paid in full.

     TIME IS OF THE ESSENCE.  Time is of the essence in the  performance of this
     Agreement.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

     ACCOUNT.  The word  "Account"  means a trade account,  account  receivable,
     other  receivable,  or other  right to payment  for goods sold or  services
     rendered  owing to  Grantor  (or to a third  party  grantor  acceptable  to
     Lender).

     AGREEMENT.  The word "Agreement" means this Commercial  Security Agreement,
     as this Commercial  Security Agreement may be amended or modified from time
     to  time,  together  with  all  exhibits  and  schedules  attached  to this
     Commercial Security Agreement from time to time.

     BORROWER.  The word "Borrower"  means  eAcceleration  Corp.,  and all other
     persons and entities signing the Note in whatever capacity.

     COLLATERAL.  The word "Collateral"  means all of Grantor's right, title and
     interest  in and to all  the  Collateral  as  described  in the  Collateral
     Description section of this Agreement.

     DEFAULT.  The word "Default"  means the Default set forth in this Agreement
     in the section titled "Default".

     ENVIRONMENTAL LAWS. The words  "Environmental Laws" mean any and all state,
     federal and local  statutes,  regulations  and  ordinances  relating to the
     protection of human health or the environment, including without limitation
     the Comprehensive Environmental Response,  Compensation,  and Liability Act
     of 1980,  as amended,  42 U.S.C.  Section  9601,  et seq.  ("CERCLA"),  the
     Superfund  Amendments and  Reauthorization  Act of 1986, Pub. L. No. 99-499
     ("SARA"),  the Hazardous Materials  Transportation  Act, 49 U.S.C.  Section
     1801,  et seq.,  the  Resource  Conservation  and  Recovery  Act, 42 U.S.C.
     Section 6901, et seq., or other applicable state or federal laws, rules, or
     regulations adopted pursuant thereto.

     EVENT OF DEFAULT.  The words  "Event of Default"  mean any of the Events of
     Default  set  forth  in  this  Agreement  in the  Default  section  of this
     Agreement.

     GRANTOR.  The word  "Grantor"  means  eAcceleration Corp.

     GUARANTOR.  The word "Guarantor"  means guarantor,  surety, or accomodation
     party of any or all of the Indebtedness.

     GUARANTY.  The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty or all or part of the Note.

     HAZARDOUS SUBSTANCES.  The words "Hazardous Substances" mean material that,
     because  of  their  quantity,   concentration  or  physical,   chemical  or
     infectious characteristics, may cause or pose a present or potential hazard
     to human health or the environment when improperly used,  treated,  stored,
     disposed of, generated, manufactured, transported or otherwise handled. The
     words  "Hazardous  Substances"  are used in their very  broadest  sense and
     include  without  limitation  any and all  hazardous  or toxic  substances,
     materials  or waste as defined by or listed under the  Environmental  Laws.
     The  term  "Hazardous   Substances"  also  includes,   without  limitation,
     petroleum and petroleum by-products or any fraction thereof and asbestos.

     INDEBTEDNESS.  The word "Indebtedness" means the indebtedness  evidenced by
     the  Note or  Related  Documents,  including  all  principal  and  interest
     together  with all other  indebtedness  and costs  and  expenses  for which
     Borrower is  responsible  under this  Agreement or under any of the Related
     Documents.

     LENDER.  The word "Lender" means American Marine Bank dba Silverdale  Bank,
     its successors and assigns.

     NOTE.  The word "Note" means the Note executed by Borrower in the principal
     amount of $52,500.00  dated  February 15, 2002,  together with all renewals
     of, extensions of,  modifications of,  refinancings of,  consolidations of,
     and substitutions for the note or credit agreement.


     PROPERTY.  The word  "Property"  means all of  Grantor's  right,  title and
     interest  in  and  to  all  the  Property  as   described  in   "Collateral
     Description".

     RELATED DOCUMENTS. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements,  environmental agreements,  guaranties,
     security agreements,  mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS  COMMERCIAL  SECURITY
AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED FEBRUARY 15, 2002.

GRANTOR:


EACCELERATION CORP

By:     /s/ Clinton Ballard
      --------------------------------------------------------
      Clinton Ballard, President of eAcceleration Corp.



By:    /s/ Diana Ballard
      --------------------------------------------------------
      Diana Ballard, Vice President of eAcceleration Corp.
================================================================================