CHANGE IN TERMS AGREEMENT

Principal    Loan Date  Maturity   Loan No  Call/Coll  Account  Officer Initials
$275,000.00 12-13-2001 4-15-2003  1760600195   9093    120112    RR

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: Acceleration Software International   LENDER: American Marine Bank
          Corporation                                   dba Silverdale bank
          1050 NE Hostmark Street, Suite 100B           P.O. Box 398
          Poulsbo, WA  98370                            9490 Silverdale Way NW
                                                        Silverdale, WA 98383

PRINCIPAL AMOUNT: $275,000.00    INTEREST RATE: 8.500%    DATE OF AGREEMENT:
                                                                  March 18, 2003

DESCRIPTION OF EXISTING INDEBTEDNESS: Promissory Note dated June 21, 2001 in the
original amount of $275,000.00, Change In Terms Agreements dated December 13,
2001 and May 24, 2002 with a maturity of December 15, 2002 and Extension
Agreement dated January 31, 2003 to extend the maturity date to February 15,
2003 in favor of American Marine Bank dba Silverdale Bank, signed by Clinton
Ballard, President of Acceleration Software International Corporation.

DESCRIPTION OF COLLATERAL.  All Inventory, Chattel Paper, Accounts, Equipment &
General Intangibles and Assignment of Certificate of Deposit #60941.

DESCRIPTION OF CHANGE IN TERMS. To change the maturity date from February 15,
2003 to April 15, 2003. An Extension Fee in the amount of $275.00 and Interest
in the amount of $2,945.89 with a total amount of 3,220.89 will be paid by
Borrower.

PROMISE TO PAY. Acceleration Software International Corporation ("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
Two Hundred Seventy-Five Thousand & 00/100 Dollars ($275,000.00), together with
interest at the rate of 8.500% per annum on the unpaid principal balance from
March 18, 2003, until paid in full.

PAYMENT. Borrower will pay this loan in one principal payment of $275,000.00
plus interest on April 15, 2003. This payment due on April 15, 2003, will be for
all principal and all accrued interest not yet paid. Interest on this agreement
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. 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 Agreement, 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 Bank, P.O. Box 398, 9490 Silverdale Way NW, Silverdale, WA 98383.


<PAGE>


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 Agreement 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 under this
Agreement:

       PAYMENT DEFAULT.  Borrower fails to make any payment when due under the
       Indebtedness.

       OTHER DEFAULTS. Borrower 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 Borrower.

       DEFAULT IN FAVOR OF THIRD PARTIES. Borrower 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 perform Borrower's obligations under this Agreement 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
       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.

       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 Indebtedness.
       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 a 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
       the Indebtedness is impaired.

<PAGE>

       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 Agreement 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) days, immediately initiates
       steps which Lender deems in Lender's sole discretion to be sufficient
       to cure the default and thereafter continues 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 Agreement 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
this Agreement 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 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.

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 of 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.

COLLATERAL. Borrower acknowledges this Agreement is secured by the following
collateral described in the security instruments listed herein, all the terms
and conditions of which are hereby incorporated and made a part of this
Agreement: A) inventory, chattel paper, accounts, equipment, and general
intangibles described in a Commerical Security Agreement dated March 18, 2003,
B) deposit accounts described in an Assignment of Deposit Account dated March
18, 2003.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers,

<PAGE>


                      CHANGE IN TERMS AGREEMENT (CONTINUED)
Loan No.: 1760600195                                                  PAGE 2
================================================================================

will not be released by virtue of this Agreement. If any person who signed the
original obligation does not sign this Agreement below, then all persons signing
below acknowledge that this Agreement is given conditionally, based on the
representation to Lender that the non-signing party consents to the changes and
provisions of this Agreement or otherwise will not be released by it. This
waiver applies not only to any initial extention, modification or release, but
also to all such subsequent actions.

PRIOR NOTE.  Promissory Note dated June 21, 2001 in the original amount of
$25,000.00.

SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on
transfer of Borrower'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 Borrower, Lender, without
notice to Borrower, may deal with Borrower's successors with reference to this
Agreement and the Indebtedness by way of forbearance or extension without
releasing Borrower from the obligations of this Agreement or liability under the
Indebtedness.

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.

MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights
or remedies under this Agreement without losing them. Borrower and any other
person who signs, guarantees or endorses this Agreement, to the extent allowed
by law, waive presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Agreement, and unless otherwise expressly stated in
writing, no party who signs this Agreement, 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 Agreement are joint and
several.

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


CIT SIGNERS:


ACCELERATION SOFTWARE INTERNATIONAL CORPORATION

By:   /s/ Clinton Ballard
   -------------------------------------------------------
       Clinton Ballard, President of Acceleration Software
       International Corporation