EXHIBIT 10.31
                                 PROMISSORY NOTE

                                 PROMISSORY NOTE

PRINCIPAL     LOAN DATE      MATURITY     LOAN NO         COLLATERAL

$75,000.00    12/19/97      12/19/2002      1             50,000 shares of
                                                          Reconditioned Systems,
                                                          Inc. Common Stock

BORROWER: Dirk D. Anderson                  LENDER: Reconditioned Systems, Inc.
          6445 S. Maple #2072                       444 West Fairmont
          Tempe, AZ 85283                           Tempe, AZ 85282

================================================================================

PRINCIPAL AMOUNT: $75,000.00                          INITIAL RATE: 11.000%
                         DATE OF NOTE: DECEMBER 19, 1997

PROMISE TO PAY. DIRK D. ANDERSON  ("BORROWER")  PROMISES TO PAY TO RECONDITIONED
SYSTEMS, INC., AN ARIZONA CORPORATION  ("LENDER"),  OR ORDER, IN LAWFUL MONEY OF
THE UNITED STATES OF AMERICA,  THE PRINCIPAL  AMOUNT OF SEVENTY-FIVE  THOUSAND &
00/100  DOLLARS  ($75,000.00)  OR SO MUCH AS MAY BE  OUTSTANDING,  TOGETHER WITH
INTEREST ON THE UNPAID  PRINCIPAL  BALANCE FROM DECEMBER 19, 1997, UNTIL PAID IN
FULL.. INTEREST SHALL BE CALCULATED FROM THE DATE OF THE LOAN UNTIL REPAYMENT OF
THE LOAN.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued  unpaid  interest on December 19, 2002.  In addition,  Borrower
will pay annual payments of accrued unpaid interest beginning December 19, 1998,
and all subsequent  interest payments are due on the same day of each year after
that.  Borrower will pay Lender at Lender's address shown above or at such other
place as Lender may designate in writing. Unless otherwise agreed or required by
applicable law,  payments will be applied first to any unpaid  collection  costs
and any late charges then to any unpaid  interest,  and any remaining  amount to
principal.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index  which is Lender's  Bank's  Prime RaTe
(the "Index").  The interest rate to be applied to the unpaid principal  balance
of this  Note  will be at a rate of 2.500  percentage  points  over  the  Index,
resulting in an initial rate of 11% per annum.  NOTICE:  Under no  circumstances
will the  interest  rate on this Note be more than the maximum  rate  allowed by
applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early  payments will not,  unless agreed to by Lender in
writing,  relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, they will reduce the principal balance due.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the regularly scheduled payment.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due.  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender.
<PAGE>
If any default,  other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same  provision  of this Note  within
the preceding twelve (12) months,  it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default:  (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days,  immediately initiates steps with
Lender deems in Lender's  sole  discretion  to be sufficient to cure the default
and  thereafter  continues  and  completes all  reasonable  and necessary  steps
sufficient to produce compliance as soon as reasonably practical.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest  immediately  due,  without
notice,  and then Borrower will pay that amount.  Lender may hire or pay someone
else to help collect this Note if Borrower does not pay.  Borrower also will pay
Lender that amount.  This includes,  subject to any limits under applicable law,
Lender's  attorneys' fees and Lender's legal expenses  whether or not there is a
lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings
(including  efforts  to modify  or vacate  any  automatic  stay or  injunction),
appeals,  and  any  anticipated   post-judgment   collection  services.  If  not
prohibited  by  applicable  law,  Borrower  also  will pay any court  costs,  in
addition to all other sums  provided  by law.  This Note has been  delivered  to
Lender and  accepted by Lender in the State of  Arizona.  If there is a lawsuit,
Borrower  agrees  upon  Lender's  request to submit to the  jurisdiction  of the
courts of Maricopa County, the State of Arizona.  This Note shall be governed by
and construed in accordance with the laws of the State of Arizona.

COLLATERAL. For valuable consideration, the Borrower grants to Lender a security
interest in the  Collateral  to secure the  Indebtedness  and agrees that Lender
shall have the rights stated in the agreement with respect to the Collateral, in
addition to all other rights which Lender may have by law. The word "Collateral"
means  the  following  described  property  of  Borrower,  whether  now owned or
hereafter  acquired,  whether now  existing or hereafter  arising,  and wherever
located:  50,000 shares of Reconditioned  Systems,  Inc. Common Stock.  Borrower
shall  not  sell,  offer  to sell,  or  otherwise  transfer  or  dispose  of the
Collateral.  Borrower shall not pledge,  mortgage,  encumber or otherwise permit
the Collateral to be subject to any lien,  security  interest,  encumbrance,  or
charge, other than the security interest provided for in this agreement.  Unless
waived by Lender,  all proceeds  from any  disposition  of the  Collateral  (for
whatever  reason)  shall be held in trust for Lender and shall not be commingled
with any other funds;  provided  however,  this requirement shall not constitute
consent by Lender to any sale or other disposition. Upon receipt, Borrower shall
immediately deliver any such proceeds to Lender.

Borrower  represents  and  warrants to Lender that it holds good and  marketable
title to the Collateral, free and clear of all liens and encumbrances except for
the  lien  of  this  agreement.  No  financing  statement  covering  any  of the
Collateral  is on file in any public  office other than those which  reflect the
security  interest created by this agreement or to which Lender has specifically
consented.  Borrower shall defend Lender's rights in the Collateral  against the
claims and demands of all other persons.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
agreement, at any time thereafter, Lender shall have all the rights of a secured
party  under the  Arizona  Uniform  Commercial  Code.  In  addition  and without
limitations,  Lender may  exercise any one or more of the  following  rights and
remedies:

     ACCELERATE  INDEBTEDNESS.   Lender  may  declare  the  entire  indebtedness
     immediately due and payable, without notice.

     ASSEMBLE  COLLATERAL.  Lender may require Borrower to deliver to Lender all
     or any portion of the Collateral and any and all  certificates of title and
     other documents relating to the Collateral.
<PAGE>

     SELL THE  COLLATERAL.  Lender shall have full power to sell,  transfer,  or
     otherwise deal with the  collateral or proceeds  thereof in its own name or
     that of Borrower.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise  expressly stated in writing, no
party who signs this Note, whether as maker,  guarantor,  accommodation maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or  extend  (repeatedly  and for any  length of time)  this  loan,  or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral;  and take any other action
deemed necessary by Lender without the consent of or notice to anyone.  All such
parties  also agree that Lender may modify  this loan  without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD  ALL THE PROVISION OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

DIRK D. ANDERSON


X: /s/ Dirk D. Anderson
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