Exhibit 10.31

                               OBJECT DESIGN, INC.

                                 PROMISSORY NOTE


                                                           December 17, 1996


$2,000,000                                                 Boston, Massachusetts

         For value received, the undersigned hereby promises to pay to THE FIRST
NATIONAL BANK OF BOSTON (the "Bank"), or order, at the head office of the Bank
at 100 Federal Street, Boston, Massachusetts 02110, the principal amount of TWO
MILLION Dollars ($2,000,000) or such lesser amount as shall equal the principal
amount outstanding hereunder on, September 30, 1997 (the "Revolving Credit
Termination Date") in lawful money of the United States of America and in
immediately available funds, and to pay interest on the unpaid principal balance
hereof from time to time outstanding, at said office and in like money and
funds, at a rate per annum which shall at all times equal the Base Rate plus the
Applicable Margin, as defined in the Agreement (hereafter defined). Interest
shall be payable in arrears on the first day of each month beginning on the
first such date after the date hereof and when the principal balance hereof is
due (whether at maturity, by reason of acceleration or otherwise). All principal
remaining unpaid and any accrued but unpaid interest shall in any event be due
and payable on September 30, 1997.

         The term "Base Rate" shall mean the greater of (i) the rate of interest
announced from time to time by the Bank at its head office as its Base Rate and
(ii) the Federal Funds Effective Rate (as defined in the below-mentioned
Agreement) plus one half of one percent (1/2%) (rounded upwards, if necessary,
to the nearest one eighth of one percent (1/8%)). The rate of interest shall
vary from time to time as the Base Rate varies, and any change in the rate of
interest will become effective on the effective date of a change in the Base
Rate. Interest shall be computed on the basis of a 360-day year for the actual
number of days elapsed.

         Overdue payments of principal (whether at stated maturity, by
acceleration or otherwise), and, to the extent permitted by law, overdue
interest, shall bear interest, compounded daily and payable on demand in
immediately available funds, at a rate per annum equal to four percent (4%)
above the rate that would otherwise be applicable to principal hereunder.

         If a payment of principal or interest hereunder is not made within 10
days of its due date, the undersigned will also pay on demand a late payment
charge equal to 5% of the amount of such payment. Nothing in the preceding
sentence shall affect the Bank's rights to exercise any of its rights and
remedies provided in the Agreement (as defined below) if an Event of Default (as
defined in the Agreement) has occurred.

         This Note is issued pursuant to, and entitled to the benefits of, and
is subject to, the provisions of a certain Loan and Security Agreement dated as
of December 17, 1996 by and between the undersigned and the Bank (herein, as the
same may from time to time be amended or extended, referred to as the
"Agreement"), but neither this reference to the Agreement nor any provision
thereof shall affect or impair the absolute and unconditional obligation of the
undersigned maker of this Note to pay the principal of and interest on this Note
as herein provided.

         As provided in the Agreement, this Note is secured by certain personal
property of the undersigned and is subject to mandatory prepayment in certain
circumstances.

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         In case an Event of Default (as defined in the Agreement) shall occur,
the aggregate unpaid principal of and accrued interest on this Note shall become
or may be declared to be due and payable in the manner and with the effect
provided in the Agreement.

         The undersigned may at its option prepay all or any part of the
principal of this Note before maturity upon the terms provided in the Agreement.

         The undersigned maker hereby waives presentment, demand, notice of
dishonor, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, except for
notices which are specifically required to be provided under the terms of the
Agreement.

         This instrument shall have the effect of an instrument executed under
seal and shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts (without giving effect to any conflicts of laws
provisions contained therein).


         OBJECT DESIGN, INC.


                                           By:________________________________
                                             /s/ Lacey Brandt


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