Exhibit 10.31
                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
 Principal     Loan Date    Maturity    Loan No.   Call   Collateral   Account  Officer  Initials
<S>           <C>          <C>         <C>          <C>       <C>      <C>      <C>
$52,500.00    02-15-2002   12-15-2005  5593000131                      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.

BORROWER: eAcceleration Corp.             LENDER: American Marine Bank dba
          (TIN: 91-2006409)                       Silverdale Bank
          1050 NE Host Mark Street                PO Box 398
          Suite 100B                              9490 Silverdale Way NW
          Poulsbo, WA 98370                       Silverdale, WA
                                                  98383

PRINCIPAL AMOUNT: $52,500.00 INTEREST RATE: 8.000% DATE OF NOTE: February 15,
2002

PROMISE TO PAY. eACCELERATION CORP. ("BORROWER") PROMISES TO PAY TO AMERICAN
MARINE BANK DBA SILVERDALE BANK ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF FIFTY-TWO THOUSAND FIVE
HUNDRED & 00/100 Dollars ($52,500.00), together with interest at the rate of
8.000% per annum on the unpaid principal balance from February 15, 2002, until
paid in full.

PAYMENT. Borrower will pay this loan in 36 payments of $1,644.77 each payment.
Borrower's first payment is due March 15, 2002, and all subsequent payments are
due on the same day of each month after that. Borrower's final payment will be
due on February 15, 2005, and will be for all principal and all accrued interest
not yet paid. Payments include principal and interest. Unless otherwise agreed
or required by applicable law, payments will be applied first to any unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and late charges. Interest on this Note is computed on a 365/365 simple
interest basis; THAT IS, BY APPLYING THE RATIO OF THE ANNUAL INTEREST RATE OVER
THE NUMBER OF DAYS IN A YEAR, MULTIPLIED BY THE OUTSTANDING PRINCIPAL BALANCE,
MULTIPLIED BY THE ACTUAL NUMBER OF DAYS THE PRINCIPAL BALANCE IS OUTSTANDING.
Borrower will pay Lender at Lender's address shown above or at such other place
as lender may designate in writing.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments under the payment schedule.
Rather, early payments will reduce the principal balance due and may result in
Borrower's making fewer payment. Borrower agrees not to send Lender payments
marked "paid in full", "without recourse", or similar language. If Borrower
sends such a payment, Lender may accept it without losing any of Lender's rights
under this Note, and Borrower will remain obligated to pay any further amount
owed to Lender. All written communications concerning disputed amounts,
including any check or other payment instrument that indicates that the payment
constitutes "payment in full" of the amount owed or that is tendered with other
conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: American Marine Bank dba Silverdale State Bank, PO Box
398, 9490 Silverdale Way, Silverdale, WA 98383.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment or $50.00, whichever is greater.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the interest rate on this Note 5.000 percentage points. The interest
rate will not exceed the maximum rate permitted by applicable law.

DEFAULT.  Each of the following shall constitute an event of default ("Event of
Default") under this Note:

         PAYMENT DEFAULT.  Borrower fails to make any payment when due under
         this Note.

         OTHER DEFAULTS. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Note 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 Borrower.

         DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults
         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 Borrower's property or
         Borrower's ability to repay this Note or perform Borrower's obligations
         under this Note or any of the related documents.

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

         INSOLVENCY. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower'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
         Borrower.

         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 Borrower or by any
         governmental agency against any collateral securing the loan. This
         includes a garnishment of any of Borrower's accounts, including deposit
         accounts, with Lender. However, this Event of Default shall not apply
         if there is a good faith dispute by Borrower as to the validity or
         reasonableness of the claim which is the basis of the creditor or
         forfeiture proceeding and if Borrower 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 any Guarantor of any of the indebtedness or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of, or
         liability under, any guaranty of the indebtedness evidenced by this
         Note. In the event of death, Lender, at its option, may, but shall not
         be required to, permit the Guarantor's estate to assume unconditionally
         the obligations arising under the guaranty in a manner satisfactory to
         Lender, and, in doing so, cure any Event of Default.

         CHANGE IN OWNERSHIP.  Any change in ownership of twenty-five percent
         (25%) or more of the common stock of Borrower.

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

         CURE PROVISIONS. If any default, other than a default in payment is
         curable and if Borrower has not been given a notice of a breach of the
         same provision of this Note within the preceding twelve (12) months, it
         may be cured (and no event of default will have occurred) if Borrower,
         after receiving written notice from Lender demanding cure of such
         default (1) cures the default within fifteen (15) days; or (2) if the
         cure requires more than fifteen (15) delays, immediately initiates
         steps which Lender deems in Lender's sole discretion to be sufficient
         to cure the default and thereafter contiues and completes all
         reasonable and necessary steps sufficient to produce compliance as soon
         as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
the loan if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.

GOVERNING LAW.  This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Washington.  This Note
has been accepted by Lender in the State of Washington.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $22.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right to setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower 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. Borrower 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.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and Lender's successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: American Marine
Bank dba Silverdale Bank, P.O. Box 398, 9490 Silverdale Way NW, Silverdale, WA
98383.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any

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                                 PROMISSORY NOTE
                                   (CONTINUED)
                                                                          PAGE 2
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other person who signs, guarantees or endorses this Note, to the extent allowed
by law, waive presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length of
time) this loan or release any party or guarantor or collateral; or impair, fail
to realize upon or perfect Lender's security interest in the collateral; and
take any other action deemed necessary by Lender without the consent of or
notice to anyone. All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE.  BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


BORROWER:


eACCELERATION CORP.

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