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                                                                   EXHIBIT 10.31


                             SECURED PROMISSORY NOTE


$00,000.00                                                Date:  _________, 2002
                                                       Mountain View, California

        FOR VALUE RECEIVED, the undersigned, __________ (the "Borrower"),
promises to pay to NexPrise, Inc., a Delaware corporation (the "Company"), or
order, at its principal executive office located at 701 Palomar Airport Road,
Carlsbad, California, 92009, or such other place as the holder of this Secured
Promissory Note (this "Note") may designate from time to time, the principal sum
of _______ together with interest from the date of this Note on the unpaid
principal balance, upon the terms and conditions specified below.

        1.     Term. The outstanding principal balance of this Note, together
with interest accrued and unpaid to date, shall be due and payable on the first
to occur of the following (the "Maturity Date"): (a) April ___, 2005; (b) one
year from the effective date of the termination of the Borrower's employment
with the Company (or any present or future parent and/or subsidiaries of the
Company) for any reason, or no reason, with or without cause, or (c) Borrower's
sale or disposition of the Collateral (as defined below).

        2.     Rate of Interest; Payments of Interest. Interest shall accrue
under this Note on any unpaid principal balance at the rate of six percent
(6.0%) per annum, compounded annually. Interest shall be calculated on the basis
of actual number of days elapsed over a year of 365 days. Accrued but unpaid
interest shall be payable on each anniversary of the date hereof and on the
Maturity Date. If any payment required hereunder is not be paid when due, it
shall be added to the principal and thereafter bear like interest as the
principal. Notwithstanding any provision in this Note, it is the parties' intent
not to contract for, charge or receive interest at a rate that is greater than
the maximum rate permissible by law that a court of competent jurisdiction shall
deem applicable hereto (which under applicable law shall be deemed to be the
laws relating to permissible rates of interest on commercial loans).

        3.     Payments; Allocation of Payments. Principal and interest are
payable in lawful money of the United States of America. All payments shall be
credited first to interest then due and the remainder to principal.

        4.     Optional Prepayment. The Borrower shall have the option to prepay
all or any portion of the principal amount of this Note, provided (i) the
Borrower provides the Company with at lease ten (10) business days' written
notice of his election to make such prepayment; and (ii) pays, on the date of
such prepayment: (a) all unpaid accrued interest through and including the date
of such prepayment; and (b) all other sums which are due or owing under this
Note and the Pledge Agreement, as defined below, as of the date of such
prepayment.

        5.     Events of Default. The occurrence of any of the following shall
constitute an Event of Default hereunder (each, an "Event of Default"):

               a.  The failure of the Borrower to pay when due any payment of
                   principal or interest under this Note;

               b.  The failure of the Borrower to perform, keep, or observe any
                   material term, provision, condition, covenant, or agreement
                   contained in this Note, the Pledge Agreement, or in any other
                   present or future agreement between the Borrower and the
                   Company;

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               c.  The Borrower becomes insolvent;

               d.  The commencement by the Borrower of any proceeding under any
                   provision of the United States Bankruptcy Code, as amended,
                   or under any other bankruptcy or insolvency law, including
                   assignments for the benefit of creditors, formal or informal
                   moratoria, compositions, extension generally with creditors,
                   or proceedings seeking reorganization, arrangement, or other
                   relief (collectively, an "Insolvency Proceeding"), or the
                   commencement against the Borrower of an Insolvency Proceeding
                   that is not dismissed or stayed within thirty (30) days;

               e.  The occurrence of any default, including the breach of any
                   representation, warranty or covenant, under the Pledge
                   Agreement or any obligation secured thereby; and

               f.  One year from the termination of the Borrower's employment
                   with the Company (or any present or future parent and/or
                   subsidiaries of the Company) following the Borrower's
                   resignation of his employment with the Company (or any
                   present or future parent and/or subsidiaries of the Company).

        6.     Acceleration. The entire unpaid principal sum and unpaid interest
under this Note shall become due and payable: (a) immediately upon the
occurrence of an Event of Default under Sections 6(d) or 6(f) hereof; and (b)
upon written notice by the Company following any other Event of Default or
following the Company's determination, in its sole discretion, that such
acceleration is reasonably necessary for the Company to comply with any
regulations promulgated by the Board of Governors of the Federal Reserve System
affecting the extension of credit in connection with the Company's securities.

        7.     Security. Payment and performance of this Note is secured by the
property referenced in the Stock Pledge Agreement, dated as of the date hereof,
executed and delivered by the Borrower in connection herewith, as amended and
supplemented from time to time (the "Pledge Agreement"), and covering, among
other things _____________ shares of the Company's Common Stock (collectively,
the "Collateral"). The Borrower shall remain personally liable for payment in
full of this Note.

        8.     Waiver of Demand and Presentment. The Borrower waives demand,
presentment, notice of protest, notice of demand, dishonor, diligence in
collection and notices of intention to accelerate maturity. Any such
acceleration may be automatically effectuated by the Company by making an entry
to such effect in its records, in which event the unpaid balance on this Note
shall become immediately due and payable without demand or notice. The Borrower
hereby waives to the full extent permitted by law all rights to plead any
statute of limitations as a defense to any action hereunder.

        9.     Enforcement. In the event the Company incurs any costs or fees in
order to enforce payment of this Note or any portion thereof, the Borrower
agrees to pay to the Company, in addition to such amounts as are owed pursuant
to this Note, such costs and fees, including, without limitation, reasonable
attorneys' fees and expenses.

        10.    No Waiver. No previous waiver and no failure or delay by the
Company or the Borrower in acting with respect to the terms of this Note or the
Stock Pledge Agreement shall constitute a waiver of any breach, default or
failure of condition under this Note, the Pledge Agreement or the obligations
secured thereby. A waiver of any term of this Note, the Pledge Agreement or of
any of the obligations secured thereby must be made in writing and signed by a
duly authorized officer of the Company and shall be limited to the express terms
of such waiver.

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        11.    Successors and Assigns. This Note shall be binding upon the
Borrower and his successors, assigns and distributees.

        12.    Governing Law. This Note shall be construed in accordance with
the laws of the State of California as applied to agreements among California
residents made and to be performed entirely within the State of California.


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        IN WITNESS WHEREOF, the Borrower has executed and delivered this Note as
of the date and at the place first written above.


                                       BORROWER


                                       ________________________________________
                                       Signature
                                       Name: _________________


                                       ________________________________________
                                       Address