Exhibit 10.28
                                 PROMISSORY NOTE


$125,000.00                                                  Poulsbo, Washington
                                                               January 3, 2002


     FOR VALUE  RECEIVED,  the  undersigned,  eAcceleration  Corp.,  a  Delaware
corporation  ("Maker"),  with its principal  office at 1050 NE Hostmark  Street,
Suite 100B,  Poulsbo,  Washington 98370, does hereby promise to pay to the order
of Clint Ballard, an individual with an address of c/o eAcceleration Corp., 1050
NE Hostmark Street, Suite 100B, Poulsbo,  Washington 98370 ("Payee"), or at such
other place as the Payee or any holder  hereof may from time to time  designate,
the principal sum of ONE HUNDRED TWENTY-FIVE THOUSAND  DOLLARS ($125,000.00), in
lawful money of the  United States and  immediately  available  funds,  together
with accrued and unpaid interest as set forth herein, as follows:

     1. PAYMENTS;INTEREST. The  principal of  this Note shall bear interest at a
rate equal to ten percent (10%) per annum from the date hereof,  computed on the
basis of a 360-day year  consisting of twelve 30-day  months.  All principal and
accrued  interest  due under this Note  shall be payable  upon the demand of the
Payee; provided, however, that Maker shall pay to Payee monthly amounts equal to
the amount of the accrued and unpaid  interest as of the time of such  payments,
no later than the tenth day of each month.

     2. PREPAYMENT.  Maker may prepay, at any time, the unpaid principal balance
of this Note or any  portion  thereof,  together  with all  accrued  and  unpaid
interest on the amount so prepaid.  Amounts so prepaid shall be applied first to
Maker's  obligations  under this Note in respect of  interest,  and  second,  to
principal.

     3. Events of Default.  Upon the  occurrence of any of the following  events
(each, an "Event of Default" and collectively, the "Events of Default"):

        (a) failure by Maker to pay the principal or interest of the Note or any
installment  thereof  when due,  whether  on the date  fixed for  payment  or by
acceleration  or otherwise;  provided;  however,  that failure to make a payment
when due  under  this  Note  shall not be an Event of  Default  if such  overdue
payment is paid within twenty (20) days of such due date; or

        (b) a  final  judgment for  the  payment  of money in excess of $100,000
shall  be rendered  against Maker,  and such judgment shall remain  undischarged
for a  period  of  sixty  days from the date of entry thereof unless within such
sixty day period such  judgment  shall be stayed,  and  appeal  taken  therefrom
and the execution thereon stayed during such appeal; or

        (c) if Maker shall default in respect of any evidence of indebtedness or
under any agreement under which any notes or other evidence of  indebtedness  of
Maker  are  issued,  if  the effect

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thereof is to cause,  or permit the  holder or  holders  thereof to cause,  such
obligation or obligations in an amount in excess of $100,000 in the aggregate to
become due prior to its or their stated  maturity or to permit the  acceleration
thereof; or

        (d) if Maker or any other  authorized  person or entity  shall  take any
action to effect a dissolution, liquidation or winding up of Maker; or

        (e) if  Maker  shall  make  a  general  assignment  for  the  benefit of
creditors  or  consent  to the appointment of a receiver, liquidator, custodian,
or similar official of all or substantially all of its properties, or  any  such
official is placed in control of such properties, or Maker admits in writing its
inability to pay its debts as they mature, or Maker shall commence any action or
proceeding  or take  advantage of  or file under any federal or state insolvency
statute, including, without limitation, the United States Bankruptcy Code or any
political subdivision thereof, seeking to have an order for relief entered with
respect to it or seeking adjudication as a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, liquidation, dissolution,
administration, a voluntary arrangement, or other relief with respect to it or
its debts; or

        (f) there shall be commenced against Maker any action or  proceeding  of
the nature referred to in paragraph (e) above or seeking issuance  of  a warrant
of  attachment,  execution,  distraint,  or  similar  process against all or any
substantial  part of  the  property  of  Maker, which results in the entry of an
order  for  relief  which  remains  undismissed, undischarged  or unbonded for a
period of sixty days

then,  in addition to all rights and remedies of Payee under  applicable  law or
otherwise,  all such rights and remedies  being  cumulative,  not  exclusive and
enforceable alternatively,  successively and concurrently,  at its option, Payee
may declare all amounts owing under this Note, to be due and payable,  whereupon
the then unpaid balance hereof together with all interest accrued thereon, shall
forthwith  become due and payable,  together with interest  accruing  thereafter
until the  indebtedness  evidenced by this Note is paid in full,  plus all costs
and expenses of collection or enforcement hereof, including, but not limited to,
attorneys' fees and expenses.

4.       Miscellaneous.
         -------------

        (a) Maker (i) waives diligence, demand, presentment,  protest and notice
of any kind, (ii) agrees that it will not be necessary for any holder  hereof to
first institute suit in order to enforce payment of this Note and (iii) consents
to any one or more  extensions  or  postponements  of time of payment,  release,
surrender  or  substitution  of  collateral  security  or  forbearance  or other
indulgence,   without  notice  or  consent.  The  pleading  of  any  statute  of
limitations as a defense to any demand against Maker is expressly hereby waived.

        (b) Payee  shall  not  be  required  to  resort  to  any  collateral for
payment, but may proceed against Maker and any  guarantors  or endorsers  hereof
in such  order  and  manner  as Payee may  choose.  None of the  rights of Payee
shall be waived or diminished by any failure or delay in the exercise thereof.

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        (c) All  payments  shall  be  made  into such account or accounts as the
Payee  may from time to time specify for that  purpose.  All payments to be made
to  the  Payee  under  this  Note  shall  be  made free and clear of and without
deduction  for  or  on  account  of  any  tax,  withholding, charges, set-off or
counterclaim.

        (d) All notices, demands, requests and other communications  required or
otherwise  given under this Note shall be in writing and shall be deemed to have
been duly given if: (i) delivered by hand against written receipt therefor, (ii)
forwarded by a third party company or  governmental  entity  providing  delivery
services  in the  ordinary  course of business  which  guarantees  delivery  the
following  business day,  (iii) mailed by registered or certified  mail,  return
receipt   requested,   postage   prepaid,   or  (iv)  transmitted  by  facsimile
transmission  electronically  confirmed for receipt, in full, by the other party
no later than 5:00 pm,  local time,  on the date of  transmission,  addressed to
each party hereto as set forth in the introductory  paragraph of this Note or at
such  other  address as such party  shall  have  furnished  to each of the other
parties hereto in accordance with this Section 4(d).  Each such notice,  demand,
request  or other  communication  shall be deemed  given (i) on the date of such
delivery by hand,  (ii) on the first  business  day  following  the date of such
delivery to the overnight delivery service or facsimile  transmission,  or (iii)
three business days following such mailing.

        (e) The  provisions  of  this  Note  may  not  be  changed,  modified or
terminated orally, but only by an agreement in writing signed by the party to be
charged, nor shall any waiver be applicable  except in the specific instance for
which it is given.

        (f) This Note shall be governed  by and construed,  and all  rights  and
obligations  hereunder  determined,  in accordance with the laws of the State of
Washington  without regard to the conflicts of laws principles thereof and shall
be binding upon the  successors and assigns of Maker and inure to the benefit of
the Payee, its successors, endorsees and assigns.

        (g) If  any  term  or  provision  of  this  Note  shall be held invalid,
illegal or  unenforceable, the  validity of all other terms and provisions shall
in no way be affected thereby.

        (h) Whenever used herein,  the terms "Maker" and "Payee" shall be deemed
to include their respective successors and permitted assigns.

        IN  WITNESS  WHEREOF,  this  Note has been executed and delivered on the
date first written above by the duly authorized representative of the Maker.


                                               EACCELERATION CORP.



                                               By: /s/Clint Ballard
                                               --------------------------------
                                               Name:    Clint Ballard
                                               Title:   President & CEO

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