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                                                                   Exhibit 10.31


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<S>       <C>               <C>                      <C>     <C>            <C>         <C>
LOAN NO.   LOAN NAME          ACCOUNT NO. NOTE DATE    RATE    NOTE AMOUNT    MATURITY    INITIALS
           THOMAS M. PIERCY                02/07/00    8.75%   $11,750.00     02/07/01    TDW

                             (For Bank Purposes Only-AC)
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                                PROMISSORY NOTE
                              MATRIX CAPITAL BANK



1. DATE AND PARTIES. The date of this Promissory Note (Note) is February 7,
   2000. This Note evidences a loan which includes all extensions, renewals,
   modifications and substitutions (Loan). The parties to this Note and Loan
   are:

     BORROWER:
         THOMAS M. PIERCY
          450 SOUTH FRANKLIN
          DENVER, COLORADO 80209
          Social Security # ###-##-####

     BANK:
         MATRIX CAPITAL BANK
          a COLORADO corporation 1271 SUGARBUSH DRIVE, SUITE 102 EVERGREEN,
          COLORADO 80439 Tax I.D. # 85-0163456

2. NAMES. The term "Bank" shall include any person or firm that holds this Note.
   The pronouns "you, your" refer to Borrower, individually and together, and
   "we, us, our" refer to Bank.

3. PROMISE TO PAY. For value received, you promise to pay to our order at our
   office at the above address, or such other place as we may designate, the sum
   of $11,750.00 (Principal) plus interest from February 7, 2000, on the unpaid
   principal balance at the rate of 8.75% per annum (Contract Rate) until this
   Note matures or the obligation is accelerated. After maturity or
   acceleration, the unpaid balance shall continue to bear interest at the
   Contract Rate until this Note is paid in full. The Loan and this Note are
   limited to the maximum lawful amount of interest (Maximum Lawful Interest)
   permitted under federal and state laws. If the interest accrued and collected
   exceeds the Maximum Lawful Interest as of the time of collection, such excess
   shall be applied to reduce the principal amount outstanding, unless otherwise
   required by law. If or when no principal amount is outstanding, any excess
   interest shall be refunded to you according to the actuarial method. Unless
   otherwise required by law, all fees and charges, accrued, assessed or
   collected shall be amortized and prorated over the full term of the Loan for
   purposes of determining the Maximum Lawful Interest. Interest shall be
   computed on the basis of the actual calendar year and the actual number of
   days elapsed.

   Principal and accrued interest are due and payable in 3 equal quarterly
   payments of $3,086.63 on the 7th day of each third month, beginning March 7,
   2000, or the day following if the payment day is a holiday or is a non-
   business day for Bank. Unless paid prior to maturity, the last scheduled
   payment plus all other unpaid principal, accrued interest, costs and expenses
   are due and payable on February 7, 2001, which is the date of maturity. These
   payment amounts are based upon timely payment of each installment. All
   amounts shall be paid in legal U.S. currency. Any payment made with a check
   will constitute payment only when collected.

4. EFFECT OF PREPAYMENT. You may prepay this Loan in full, subject to any
   prepayment penalty or minimum charge as agreed to below. However, no partial
   prepayment shall excuse or defer your subsequent payments or entitle you to a
   release of any collateral. Interest will cease to accrue on the amounts
   prepaid on the day actually credited by us.

5. MINIMUM FINANCE CHARGE. If you pay this Note in full before the maturity date
   or otherwise, you agree to pay us a minimum finance charge of $25.00 or the
   earned finance charge, whichever amount is greater.

6. LATE CHARGE. If a payment is late by more than 15 days, you agree to pay us a
   late charge of 5 % of the unpaid installment or $5.00, whichever is greater,
   but not to exceed $15.00.

7. SET-OFF. You agree that we may exercise our right of set-off to pay any or
   all of the outstanding Principal and accrued interest, costs and expenses,
   attorneys' fees, and advances due and owing on this Note against any
   obligation we may have, now or hereafter, to pay money, securities or other
   property to you. This includes, without limitation:

     A. any deposit account balance, securities account balance or certificate
        of deposit balance you have with us whether general, special, time,
        savings or checking;
     B. any money owing to you on an item presented to us or in our possession
        for collection or exchange; and
     C. any repurchase agreement or any other non-deposit obligation or credit
        in your favor.

   If any such money, securities or other property is also owned by some other
   person who has not agreed to pay this Note (such as another depositor on a
   joint account) our right of set-off will extend to the amount which could be
   withdrawn or paid directly to you on your request, endorsement or instruction
   alone. In addition, where you may obtain payment from us only with the
   endorsement or consent of someone who has not agreed to pay this Note, our
   right of set-off will extend to your interest in the obligation. Our right of
   set-off will not apply to an account or other obligation if it clearly
   appears that your rights in the obligation are solely as a fiduciary for
   another, or to an account, which by its nature and applicable law (for
   example an IRA or other tax-deferred retirement account), must be exempt from
   the claims of creditors. You hereby appoint us as your attorney-in-fact and
   authorize us to redeem or obtain payment on any certificate of deposit in
   which you have an interest in order to exercise our right of set-off. Such
   authorization applies to any certificate of deposit even if not matured. You
   further authorize us to withhold any early withdrawal penalty without
   liability in the event such penalty is applicable as a result of our set-off
   against a certificate of deposit prior to its maturity.

   Our right of set-off may be exercised:
     A.  without prior demand or notice;
     B.  without regard to the existence or value of any Collateral securing
         this Note; and
     C.  without regard to the number or creditworthiness of any other persons
         who have agreed to pay this Note.

   We will not be liable for dishonor of a check or other request for payment
   where there are insufficient funds in the account (or other obligation) to
   pay such request because of our exercise of our right of set-off. You agree
   to indemnify and hold us harmless from any person's claims and the costs and
   expenses, including without limitation, attorneys' fees and paralegal fees,
   incurred as a result of such claims or arising as the result of our exercise
   of our right of set-off.

8. EVENTS OF DEFAULT. You shall be in default upon the occurrence of any of the
   following events, circumstances or conditions (Events of Default):
     A.  Failure by any party obligated on this Note or any other obligations
         you have with us to make payment when due; or

     B.  A default or breach by you or any co-signer, endorser, surety, or
         guarantor under any of the terms of this Note, any construction loan
         agreement or other loan agreement, any security agreement, mortgage,
         deed to secure debt, deed of trust, trust deed, or any other document
         or instrument evidencing, guarantying, securing or otherwise relating
         to this Note or any other obligations you have with us; or

     C.  The making or furnishing of any verbal or written representation,
         statement or warranty to us which is or becomes false or incorrect in
         any material respect by or on behalf of you, or any co-signer,
         endorser, surety or guarantor of this Note or any other obligations you
         have with us; or

     D.  Failure to obtain or maintain the insurance coverages required by us,
         or insurance as is customary and proper for any collateral (as herein
         defined); or

     E.  The death, dissolution or insolvency of, the appointment of a receiver
         by or on behalf of, the assignment for the benefit of creditors by or
         on behalf of, the voluntary or involuntary termination of existence by,
         or the commencement of any proceeding under any present or future
         federal or state insolvency, bankruptcy, reorganization, composition or
         debtor relief law by or against you, or any co-signer, endorser, surety
         or guarantor of this Note or any other obligations you have with us; or

     F.  A good faith belief by us at any time that we are insecure with respect
         to you, or any co-signer, endorser, surety or guarantor, that the

<PAGE>


         prospect of any payment is impaired or that any collateral (as herein
         defined) is impaired; or

     G.  Failure to pay or provide proof of payment of any tax, assessment,
         rent, insurance premium, escrow or escrow deficiency on or before its
         due date; or

     H.  A transfer of a substantial part of your money or property.

9.  REMEDIES ON DEFAULT. On or after the occurrence of an Event of Default, at
    our option, all or any part of this Note shall be immediately due and
    payable after we give any notice required by law. When the Event of Default
    is the failure to make a payment required under the Loan within ten days of
    the payment due date, we will, only as required by law, provide you with a
    Notice of Right to Cure. If such notice is required by law, you will have 20
    days after such notice is sent to make the required payment. We may exercise
    all rights and remedies provided by law, equity, this Note, any mortgage,
    deed of trust or similar instrument and any other security, loan, guaranty
    or surety agreements pertaining to this Note and all other obligations which
    you owe us. Bank is entitled to all rights and remedies provided at law or
    equity whether or not expressly stated in this Note. By choosing any remedy,
    Bank does not waive its right to an immediate use of any other remedy if the
    event of default continues or occurs again.

10. COLLECTION EXPENSES. On or after an Event of Default, we may recover from
    you all expenses of collection, reasonable expenses in realizing on any
    security interest, and other related fees, charges, and expenses, to the
    extent not prohibited by law. Any such fees and expenses shall be added to
    the Principal of this Note and shall accrue interest at the same rate as
    provided for in this Note.

11. ATTORNEYS' FEES. Upon default of this Note and to the extent not prohibited
    by law, we may recover from you reasonable attorneys' fees (not exceeding 15
    percent of the Loan at default) incurred by us. Any such fees and expenses
    shall be added to the principal amount of this Note, shall accrue interest
    at the same rate as this Note and shall be secured by the Collateral you
    have granted us.

12. WAIVER AND CONSENT BY YOU AND OTHER SIGNERS. Regarding this Note, to the
    extent not prohibited by law, you and any other signers:

     A.  waive protest, presentment for payment, demand, notice of acceleration,
         notice of intent to accelerate and notice of dishonor.
     B.  consent to any renewals and extensions for payment on this Note,
         regardless of the number of such renewals or extensions.
     C.  consent to our release of any borrower, endorser, guarantor, surety,
         accommodation maker or any other co-signer.
     D.  consent to the release, substitution or impairment of any collateral.
     E.  consent that you are, or any one of you is, authorized to modify the
         terms of this Note or any instrument securing, guarantying or relating
         to this Note.
     F.  consent to our right of set-off as well as any right of set-off of any
         bank participating in the Loan.
     G.  consent to any and all sales, repurchases and participations of this
         Note to any person in any amounts and waive notice of such sales,
         repurchases or participations of this Note.

13. PAYMENTS APPLIED. All payments, including but not limited to regular
    payments or prepayments, received by us shall be applied first to costs,
    then to accrued interest and the balance, if any, to Principal unless
    otherwise required by law.

14. LOAN PURPOSE. You represent and warrant that you shall only use the
    proceeds of this Note for personal, family or household purposes.

15. NO CREDIT INSURANCE. You do not desire, or you understand that you are not
    eligible for, any credit insurance.

16. FINANCIAL STATEMENTS. Until this Note is paid in full, you shall furnish us,
    upon our request, your current financial statement, which you certify to be
    true and accurate.

17. JOINT AND SEVERAL. You and all other makers, co-signers, sureties and
    guarantors shall be jointly and severally liable under this Note.

18. GENERAL PROVISIONS.

       A.  TIME IS OF THE ESSENCE. Time is of the essence in your performance of
            all duties and obligations imposed by this Note.

       B.  NO WAIVER BY US. Our course of dealing, or our forbearance from, or
           delay in, the exercise of any of our rights, remedies, privileges or
           right to insist upon your strict performance of any provisions
           contained in this Note, or other loan documents, shall not be
           construed as a waiver by us, unless any such waiver is in writing and
           is signed by us.

       C.  AMENDMENT. The provisions contained in this Note may not be amended,
           except through a written amendment which is signed by you and us.

       D.  INTEGRATION CLAUSE. This written Note and all documents executed
           concurrently herewith, represent the entire understanding between the
           parties as to the Obligations and may not be contradicted by evidence
           of prior, contemporaneous, or subsequent oral agreements of the
           parties.

       E.  FURTHER ASSURANCES. You agree, upon our request and within the time
           we specify, to provide any information, and to execute, acknowledge,
           deliver and record or file such further instruments or documents as
           we may require to secure this Note or confirm any lien.

       F.  GOVERNING LAW. This Note shall be governed by the laws of the State
           of COLORADO, provided that such laws are not otherwise preempted by
           federal laws and regulations.

       G.  FORUM AND VENUE. In the event of litigation pertaining to this Note,
           the exclusive forum, venue and place of jurisdiction shall be in the
           State of COLORADO, unless otherwise designated in writing by us or
           otherwise required by law.

       H.  SUCCESSORS. This Note shall inure to the benefit of and bind the
           heirs, personal representatives, successors and assigns of the
           patties; provided however, that you may not assign, transfer or
           delegate any of the rights or obligations under this Note.

       I.  NUMBER AND GENDER. Whenever used, the singular shall include the
           plural, the plural the singular, and the use of any gender shall be
           applicable to all genders.

        J. DEFINITIONS. The terms used in this Note, if not defined herein,
           shall have their meanings as defined in the other documents executed
           contemporaneously, or in conjunction, with this Note.

        K. PARAGRAPH HEADINGS. The headings at the beginning of any paragraph,
           or any subparagraph, in this Note are for convenience only and shall
           not be dispositive in interpreting or construing this Note.

        L. IF HELD UNENFORCEABLE. If any provision of this Note shall be held
           unenforceable or void, then such provision to the extent not
           otherwise limited by law shall be severable from the remaining
           provisions and shall in no way affect the enforceability of the
           remaining provisions nor the validity of this Note.

        M. CHANGE IN APPLICATION. You will notify us in writing prior to any
           change in your name, address, or other application information.

        N. NOTICE. All notices under this Note must be in writing. Any notice
           given by us to you will be effective upon personal delivery or 24
           hours after mailing by first class United States mail, postage
           prepaid, addressed to you at the address indicated below your name on
           page one of this Note. Any notice given by you to us will be
           effective upon receipt by us at the address indicated below our name
           on page one of this Note. Such addresses may be changed by written
           notice to the other party.

19. RECEIPT OF COPY. You acknowledge that you have read and received a copy of
    this Note by your signature below.



      BORROWER:


                /s/
      --------------------------------------
      Thomas M. Piercy
      Individually


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