EXHIBIT 10.35


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.

THIS CONVERTIBLE PROMISSORY NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT
CERTAIN CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT, BETWEEN THE
COMPANY AND THE LENDER, DATED MARCH ___, 2002.

PAYMENTS ON ACCOUNT OF THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND THE EXERCISE
OF REMEDIES HEREUNDER ARE SUBJECT TO SUBORDINATION AS SET FORTH HEREIN.


                                 VIADOR INC.
                        (A California Corporation)

Amount:                                                                 , 2002
        -------------                               --------------------


                     CONVERTIBLE SECURED PROMISSORY NOTE

     For value received VIADOR INC., a Delaware corporation (the "Company"),
                                                                  -------
promises to pay HEUNGYEUNG YEUNG or his assigns ("Lender") the principal sum of
                                                  ------
                  (           ) together with interest, payable in arrears, at
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the Interest Rate (as defined below), until all outstanding principal and
accrued interest are paid in full if not converted.  The "Interest Rate" will
                                                          -------------
be a rate equal to the sum of (a) the prime rate in effect on loans made by
Citibank, N.A. as of the date hereof, plus (b) three percent (3%).  All
computations of interest will be made on the basis of a year of 365 or 366
days, as the case may be, for the actual number of days (including the first
day but excluding the last day) occurring in the period for which such interest
is payable.

     1. This Convertible Promissory Note (this "Note") is one in a series of
                                                ----
promissory notes issued pursuant to that certain Convertible Promissory Note
and Warrant


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Purchase Agreement between the Company and the Lender, dated as of March __,
2002 (as the same may from time to time be amended, modified or supplemented,
the "Purchase Agreement") and is one of the "Notes" therein as such.  Lender is
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subject to certain restrictions set forth in the Purchase Agreement and will be
entitled to certain rights and privileges set forth in the Purchase Agreement.
Capitalized terms not otherwise defined herein will have the meaning ascribed
to them in the Purchase Agreement.

     2. The outstanding principal amount of this Note and unpaid accrued
interest thereon will be due and payable on the date twelve (12) months from
the date hereof (the "Maturity Date"); provided, however, that the principal
                      -------------
amount of this Note and accrued interest thereon may be prepaid in whole or in
part at any time, and from time to time, without penalty or premium.
Notwithstanding the foregoing, Lender may reject any such prepayment and
convert the portion of the Note proposed to be prepaid pursuant to paragraph 3.

     3. Lender may, subject to paragraphs 5 and 6 hereof, convert such
outstanding principal of this Note and unpaid accrued interest thereon into
shares of the Company's Common Stock ("Common Stock") or other equity
                                       ------------
securities, in accordance with terms and conditions of paragraph 5 hereof (the
"Lender's Conversion Option").
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     4. All payments of interest and principal will be in lawful money of the
United States of America not later than 5:00 p.m. Pacific Standard Time on the
date for payment, at the principal office of the Company, or at such other
place as the Lender may from time to time designate in writing to the Company
in accordance with the terms hereof.  All payments will be applied first to
unpaid accrued interest and thereafter to principal.  If the Maturity Date
falls on a day other than a Business Day (as defined below), then such payment
will be made, and such date will occur, on the next succeeding Business Day,
and such extension of time will in such case be included in the computation of
payment of interest hereunder.  As used herein, "Business Day" means a day (i)
                                                 ------------
other than Saturday or Sunday, and (ii) on which commercial banks are open for
business in San Francisco, California.

     5. Lender's Conversion Option.
        --------------------------

          (A) The Lender's Conversion Option provides Lender with the option to
convert any or all of the principal amount and unpaid accrued interest on this
Note into (i) shares of Common Stock at a conversion price equal to $0.05984,
or (ii) equity securities issued by the Company to a third party or third
parties in one or more bona fide, arms-length transactions for the purpose of
raising capital during the term of this Note, at a conversion price equal to
the price per share or unit at which such equity securities are sold to such
third party or third parties.

           (B) The Lender's Conversion Option is exercisable by Lender only by
written notification to the Company within fifteen (15) days of the date that
the Lender intends to exercise the Lender's Conversion Option.  The Lender's
Conversion Option lapses on the later of (1) the Maturity Date or (2) the date
all principal and accrued interest is paid under the Note.  The notice of
election to convert from the Lender will specify the name or names (if other
than the name of the Lender) in which the certificate or certificates for
conversion shares are to be issued.  The Lender will surrender this Note at the
principal offices of the Company.  The Company will as soon as practicable
following surrender of this Note, issue and deliver to the


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Lender, or to the nominee or nominees of the Lender, a certificate or
certificates for the number of conversion shares into which this Note will have
been converted

           (C) The Conversion Price and the number of shares into which this
Note is convertible are subject to adjustment from time to time as follows:

                 (1) Merger, Sale of Assets, Etc.  If at any time before the
                     ---------------------------
Maturity Date and while this Note, or any portion hereof, remains outstanding,
there is (i) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for herein), (ii) a merger
or consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which
the Company is the surviving entity but the shares of the Company's capital
stock outstanding immediately prior to the merger are converted by virtue of
the merger into other property, whether in the form of securities, cash, or
otherwise, or (iii) a sale or transfer of substantially all of the Company's
properties and assets to any other person, then, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision will
be made so that the Lender will thereafter be entitled to receive upon
conversion of this Note, the number of shares of stock or other securities or
property of the successor corporation resulting from such reorganization,
merger, consolidation, sale or transfer which a holder of the shares
deliverable upon conversion of this Note would have been entitled to receive in
such reorganization, merger, consolidation, sale or transfer if this Note had
been converted immediately before such reorganization, merger, consolidation,
sale or transfer, all subject to further adjustment as provided in this
paragraph 5(C).  The foregoing provisions of this paragraph 5(c) will similarly
apply to successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation which are at
the time receivable upon the conversion of this Note.  If the per share
consideration payable to the Lender for shares in connection with any such
transaction is in a form other than cash or marketable securities, then the
value of such consideration will be determined in good faith by the Company's
Board of Directors.  In all events, appropriate adjustment (as determined in
good faith by the Company's Board of Directors) will be made in the application
of the provisions of this Note with respect to the rights and interests of the
Lender after the transaction, to the end that the provisions of this Note will
be applicable after that event, as near as reasonably may be, in relation to
any shares or other property deliverable after that event upon conversion of
this Note

                  (2) Reclassification.  If the Company at any time while this
                      ----------------
Note, or any portion hereof, remains outstanding and unexpired will, by
reclassification of securities or otherwise, change any of the securities into
which this Note is convertible into the same or a different number of
securities of any other class or classes, this Note will thereafter be
convertible into such number and kind of securities as would have been issuable
as the result of such change with respect to the securities that were subject
to the conversion rights under this Note immediately prior to such
reclassification or other change, and the Conversion Price therefor will be
appropriately adjusted, all subject to further adjustment as provided in
paragraph 5.

                  (3) Split, Subdivision or Combination of Shares.  If the
                      -------------------------------------------
Company at any time while this Note, or any portion hereof, remains outstanding
and unexpired will split, subdivide or combine the securities into which this
Note is convertible, into a different number


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of securities of the same class, the number of shares of such securities
available for purchase in effect immediately prior to such subdivision,
combination, or dividend or other distribution and the Conversion Price per
share for such securities will be proportionately adjusted.  Adjustments set
forth herein will be readjusted in the same manner for any successive event or
events described herein.

                  (4) Adjustments for Dividends in Stock or Other Securities or
                      ---------------------------------------------------------
Property.  If while this Note, or any portion hereof, remains outstanding and
--------
unexpired the holders of the securities into which this Note is convertible at
the time will have received, or, on or after the record date fixed for the
determination of eligible stockholders, will have become entitled to receive,
without payment therefor, other or additional stock or other securities or
property (other than cash) of the Company by way of dividend, then, and in each
case, this Note will represent the right to acquire, in addition to the number
of shares of the security receivable upon conversion of this Note, and without
payment of any additional consideration therefor, the amount of such other or
additional stock or other securities or property (other than cash) of the
Company which such holder would hold on the date of such conversion had it been
the holder of record of the security receivable upon conversion of this Note on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such conversion, retained such shares and/or all
other additional stock available to it as aforesaid during such period, giving
effect to all adjustments called for during such period by the provisions of
this paragraph 5(C).

           (D) Limit on Number of Shares Issuable.  Notwithstanding the
               ----------------------------------
foregoing, in no event will Lender, without the prior written consent of the
Company's Board of Directors, be entitled to convert this Note if such
conversion would result in Lender holding a total number of shares of the
Company's voting stock (including all shares of the Company's voting stock (if
any) that are then held by the Holder) that exceeds that number of shares which
is equal to 49.9% of the Company's total issued and outstanding shares of
voting stock as of the date of such conversion.

     6. To the extent any principal or interest amount of this Note is
converted into Common Stock as provided in paragraph 3 hereof (any such amount,
the "Converted Amount"), the provisions of this Note relating to the obligation
     ----------------
of the Company to repay any such Converted Amount will be null and void and no
repayment of such Converted Amount will be owed or paid by the Company.

     7. No fractional shares will be issued upon the conversion of this Note.
In lieu of such fractional entitlement the Company may round up the number of
conversion shares issued on such conversion to the next highest whole share or
may pay in lawful money of the United States by check a sum equivalent to such
fractional entitlement based on the market value of a conversion share.

     8. The Company will not, by amendment of the Company's Certificate of
Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder


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by the Company, but will at all times in good faith assist in the carrying out
of all the provisions of paragraph 3.

     9. The Company will at all times reserve and keep available out of its
authorized but unissued Common Stock solely for the purpose of effecting the
conversion of this Note, such number of its conversion shares as will from time
to time be sufficient to effect the conversion of this Note; and if at any time
the number of authorized but unissued conversion shares will not be sufficient
to effect the conversion of this Note, the Company will take such corporate
action as may be necessary to increase its authorized but unissued conversion
shares to such number of shares as will be sufficient for such purposes,
including, without limitation, engaging in best efforts to obtain the requisite
stockholder approval for any necessary amendment to its Certificate of
Incorporation.

     10. This Note will not entitle Lender to any voting rights or other rights
as a stockholder of the Company.

     11. The Company hereby grants to the Lender a security interest in all of
the Company's right, title and interest in and to, whether now existing or
hereafter acquired or arising and wherever located, all of the following (as
defined in the California Uniform Commercial Code): all accounts receivables
and all books and records of the Company with respect to the foregoing
(collectively, the "Collateral"), to secure the payment and performance of the
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obligations of the Company under this Note.  The Collateral will not include
any of the Company's Intellectual Property (as defined below).  The Company
will establish a lockbox and will indicate to their customers on each invoice
to pay their accounts receivable payments into an such established lockbox.
The Company will execute and deliver to the Lender, from time to time, all
financing statements and all other documents and instruments and take all other
action, as the Lender may reasonably request, to perfect and continue
perfected, maintain the priority of or provide notice of the Lender's security
interest in the Collateral.  This Note will create a continuing security
interest in the Collateral which will remain in effect until the payment in
full of this Note.  As used herein, "Intellectual Property" means all of the
                                     ---------------------
Company's right, title and interest in and to all computer software, source
code, inventions, improvements, works of authorship, derivative works, data,
utility models, algorithms, trade dress, schematics, flow charts, trade
secrets, designs, proprietary rights, technologies, proprietary knowledge,
know-how, trade names, including without limitation, copyrights, copyright
registrations and copyright applications, patents and patent applications, and
all rights and licenses to the foregoing, used in or useful to the conduct of
the Company's business.

     12. Subject to the terms of the Purchase Agreement, any amendment hereto
or waiver of any provision hereof may be made only with the written consent of
the Company and Lender.  Subject to the terms of the Purchase Agreement, this
Note will inure to the benefit of and bind the successors, permitted assigns,
heirs, executors, and administrators of the parties hereto, provided that this
Note will not be transferable or assignable by Lender without the prior written
consent of the Company.

     13. For purposes hereof, the occurrence of any of the following will
constitute an "Event of Default" under this Note:
               ----------------

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<PAGE>


            (A) the failure to make any payment of principal or any other
amount payable hereunder within five (5) days of the date due;

            (B) the breach of any other condition or obligation under this
Note, and the continuation of such failure or breach for twenty (20) days after
notice of such default from Lender;

            (C) any sale, lease, assignment, transfer, or other conveyance of
all or substantially all of the assets of the Company, or any consolidation or
merger involving the Company or any reclassification or other change of any
stock, or any recapitalization of the Company, or any transaction or series of
related transactions in which, in any such case, stockholders of the Company
prior to such consolidation, merger, reclassification, reorganization or
similar transaction cease to hold, directly or indirectly, at least fifty
percent (50%) of the voting power of the corporation; or

            (D) the filing of a petition by or against the Company under any
provision of applicable bankruptcy or similar law relating to insolvency; or
appointment of a receiver, trustee, custodian or liquidator of or for all or
any substantial part of the assets or property of the Company; or the making of
a general assignment for the benefit of creditors by the Company.

     Upon the occurrence, and during the continuation, of any Event of Default,
Lender, at its option, may (i) by notice to the Company, declare the unpaid
principal amount of this Note and all other amounts payable hereunder to be
immediately due and payable, whereupon the unpaid principal amount of this Note
and all such other amounts will become immediately due and payable, without
presentment, demand protest or further notice of any kind, provided, however,
that if an event described in subparagraph 13(D) will occur, the result which
would otherwise occur only upon giving of notice by Lender to the Company as
specified above will occur automatically, without the giving of any such
notice; and (ii) whether or not the actions referred to in clause (i) have been
taken, proceed to enforce all other rights and remedies available to Lender
under applicable law.

     14. This Note is made in accordance with and will be construed under the
laws of the State of California, other than the conflicts of law principles
thereof.

     15. The Company agrees to pay all reasonable costs of collection of any
amounts due hereunder arising as a result of any default hereunder, including
without limitation, reasonable attorneys' fees and expenses.

     16. The Company hereby expressly waives presentment, demand for payment,
dishonor, notice of dishonor, protest, notice of protest and any other
formality.

     17. Anything herein to the contrary notwithstanding, if during any period
for which interest is computed hereunder, the amount of interest computed on
the basis provided for in this Note, together with all fees, charges and other
payments which are treated as interest under applicable law, as provided for
herein or in any other document executed in connection herewith, would exceed
the amount of such interest computed on the basis of the Highest Lawful Rate,
the Company will not be obligated to pay, and the Lender will not be entitled
to charge, collect, receive, reserve or take, interest in excess of the Highest
Lawful Rate, and during any


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such period the interest payable hereunder will be computed on the basis of the
Highest Lawful Rate.  As used herein, "Highest Lawful Rate" means the maximum
non-usurious rate of interest, as in effect from time to time, which may be
charged, contracted for, reserved, received or collected by the Lender in
connection with this Note under applicable law.

     18. This Note has been issued in reliance upon the representations of the
Lender set forth in the Purchase Agreement.


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          IN WITNESS WHEREOF, the undersigned, by its duly authorized and
acting executive officer, has executed this Note as of the date first set forth
above.



                                    VIADOR INC.

                                    By:
                                        ----------------------------------
                                        Nate Cammack,
                                        Chief Financial Officer


Acknowledged and agreed to
as of the date first set forth above:

LENDER:

By:
        --------------------------------

Name:
        --------------------------------

Address:
        --------------------------------



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