Exhibit 10.33

                               [Silverdale Bank]

March 19, 2002

eAcceleration Corp.
Attention: Adeliza Hamilton
1050 NE Hostmark Street, Suite 100B
Poulsbo, WA  98370

Re:   Subordination of officer debt


Dear Adeliza,

Please  accept this letter as our receipt of  notification  of the business debt
incurred by  eAcceleration  Corp.  from Clinton Ballard.

Our  understanding is the following notes and repayment terms have been executed
between  eAcceleration  Corp.  and Clinton Ballard:
         1.       $80,000.00  on  November  8,  2001,  flat interest of 10% on a
                  360-day basis, principal payable on demand,  interest  payable
                  by the 10th each month
         2.       $145,000.00 on December 20, 2001, same terms as above
         3.       $125,000.00 on January 3, 2002, same terms as above
         4.       $54,000.00 on January 31, 2002, same terms as above

In accordance with the existing Business Loan Agreements dated 06-22-2001 for
Acceleration Software International Corp and the 02-15-2002 for eAcceleration
Corp, we would ask that eAcceleration Corp. and Clinton Ballard acknowledge the
following restrictions on debt repayment to Mr. Ballard.

The borrower, eAcceleration Corp. and officer, Clinton Ballard, agree that any
payments of interest and principal by the borrower to the officer shall be
subordinate to any payments currently due to American Marine Bank dba Silverdale
Bank. The bank further acknowledges the current loans listed above between the
corporation and the officer are approved exceptions from the financial covenants
currently imposed by the business loan agreement, and the interest may be paid
directly by the corporation to the bank on that debt.

However, the bank may still reserve the right to withdraw our approval, at any
time, of the loans as exceptions from the business loan agreement and financial
covenants. The bank would need to do this in writing and must feel that the
ability of the company to service the officer debt would jeopardize the ability
of the company to service the company's other debt to the bank.

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On any other debt, interest and principal payments must be approved by the bank
in writing before borrower makes any payments to officer. Such approval may not
be withheld by Bank unreasonably, however, the bank reserves the right to
restrict payments if the following minimum financial conditions are not
maintained:
          1.  Minimum  working  capital of  $200,000
          2.  Minimum  Capital of $100,000
          3.  Maintain a current  ratio of 1.00:1.00
          4.  Maintain a tangible net worth of $250,000
          5. All accounts and payments are current with the Bank

The bank would ask both the borrower, eAcceleration Corp and the principal
officer, Clinton Ballard to acknowledge the receipt and understanding of this
letter by returning a copy of the letter with a signed acknowledgement.

Cordially,



/s/ Randall S. Ross
------------------------------
Randall S. Ross
VP & Regional Loan Manager



ACKNOWLEDGEMENT OF TERMS AND CONDITIONS:

eAcceleration Corp.                         Clinton Ballard



/s/ Clinton Ballard                         /s/ Clinton Ballard
-------------------------------             --------------------------------
By: Clinton Ballard, President and CEO      Clinton Ballard, Individually

Dated  March 22, 2002                       Dated  March 22, 2002
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