U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: ~~September~~ June 272, ~~2004~~2005 (Date of earliest event reported)

~~EACCELERATION~~eACCELERATION CORP. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware		000-29869		91-2006409
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS Employer Identification Number)

1050 NE Hostmark Street, Suite 100B, Poulsbo, Washington 98370
(Address of principal executive offices)

(360) 697-9260
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

Increase in Executive Compensation: On ~~September~~June 272, ~~2004~~2005, the Board of Directors of the registrant ~~entered~~(the ~~into~~“Board”) aapproved ~~Purchase~~an increase in the compensation of the registrant’s President and ~~Sale~~Chief Executive Officer, Clinton L. Ballard, ~~Agreement~~effective as of July 11, 2005 (the ~~“Agreement”)~~date ~~with~~of the ~~Bremerton~~annual ~~School~~meeting ~~District~~of Nothe registrant’s stockholders). The ~~100-C~~annual salary payable to Mr. Ballard under Section 4(~~“Seller”~~a) ~~for~~of ~~the~~his ~~purchase~~Employment Agreement, dated as of ~~certain~~November 1, ~~real~~1999, ~~property~~as ~~located~~amended into date (the ~~City~~“CEO ~~of Bremerton~~Agreement”), ~~Washington~~will increase from $208,000 to $260,000. ~~The~~As ~~purchase~~additional incentive ~~price~~compensation, ~~for~~ the ~~property~~Board isalso approved a bonus of up to $~~850~~122,~~000~~200, payable to inMr. ~~full~~Ballard atwithin ~~closing~~110 days after the end of the registrant’s 2005 fiscal year and upon the satisfaction of certain financial performance criteria. The amounts payable to Mr. Ballard under Section 4(b) of the CEO Agreement will remain unchanged.

~~Under~~Stock ~~the~~Awards ~~terms of the Agreement, the registrant paid~~ to ~~Seller~~Officers ~~$10,000 in earnest money, which amount is non-refundable after the registrant’s contingencies set forth in Paragraph 4.1~~ and ~~4.3 are fully satisfied or are~~ ~~waived by the registrant (the “Contingency Date”).~~Directors: The ~~registrant’s~~Board ~~contingencies~~approved ~~include,~~common stock ~~among other things~~awards, ~~a financing~~effective ~~contingency~~June 6, ~~an appraisal contingency~~2005, and contingency for the registrant’s obtaining an approval from the City of Bremerton and other governmental agencies for a special use permit and associated plans for the property on terms and conditions suitable to ~~the~~certain ~~registrant~~officers ~~in its sole discretion, as more fully described in Paragraphs 4.1~~ and ~~4.3~~directors of ~~the~~ ~~Agreement. The earnest money paid by~~ the registrant ~~shall~~in ~~be applied against~~ the ~~purchase~~amounts ~~price~~set atforth ~~closing. Closing~~opposite oftheir ~~the~~respective ~~transactions~~names contemplated by the Agreement, and Seller’s obligation to sell the property, also is contingent upon Seller obtaining approval from its Board of Directors prior to the Contingency Date. In the event that Seller does not obtain such approval prior to the expiration of the Contingency Date, the Agreement shall automatically terminate and Seller and the registrant shall be relieved from all liability under the Agreement and the registrant shall receive a refund of the earnest money.below:

As set forth in Paragraph 6.1 of the Agreement, the closing of the purchase and sale of the property and the transactions contemplated thereby shall take place within thirty (30) days after the issuance of a special use permit, as further described in Paragraph 4.3 of the Agreement.

Name	Title	Amount
E. Edward Ahrens	Chief Financial Officer	30,000 shares

William E. Hoke	Director	30,000 shares

Edward P. Swain, Jr.	Director	30,000 shares

~~The~~Item ~~foregoing~~1.02 isTermination ~~a brief summary~~ of ~~the~~a ~~material~~Material ~~terms~~Definitive ~~of the~~ Agreement. ~~The entire Agreement attached as Exhibit 10.1 to this Form 8-K.~~

See Item 95.0102(c) ~~Financial Statements and Exhibits~~below.

Item 5.02(c) ~~Exhibits~~Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Exhibit No.		Description of Exhibit
10.1		Purchase and Sale Agreement

On June 2, 2005, Diana T. Ballard, Vice Chairman of the Board, informed the Board that she would not be standing for re-election, and that she would be resigning as the registrant’s Secretary and Treasurer, effective July 11, 2005. Ms. Ballard’s Employment Agreement, dated as of November 1, 1999, as amended to date, will terminate effective July 11, 2005. Ms. Ballard will not receive any further compensation thereunder after July 11, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EACCELERATION CORP.
	eACCELERATION CORP.
Dated: October 1, 2004	By:	/s/ E. Edward Ahrens
Dated: June 8, 2005	By:	/s/ E. Edward Ahrens
		E. Edward Ahrens
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
10.1		Purchase and Sale Agreement

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