exv10w19



 







Exhibit 10.19




	 	 	 
	US $800,000

	 	March ___, 2006






GUARANTEED

PROMISSORY NOTE

(Non-Negotiable)




     FOR VALUE RECEIVED, the undersigned, Remote Knowledge, Inc., a Delaware corporation
(“Maker”), promises to pay to the order of Robert D. Duncan, or any successor holder of
this Note (“Holder”), at 1900 West Loop South, Suite 1300, Houston, Texas 77027, or such
other place as Holder may designate, the principal amount of Eight Hundred Thousand Dollars
($800,000).



     1. Interest. No interest shall accrue on the outstanding principal balance of this Note.
Following any default, interest shall accrue on the outstanding principal balance hereof at the
fixed rate of 10% per annum.



     2. Payments. All outstanding principal and interest shall be payable on June 15, 2006 (the
“Maturity Date”). All payments shall first be applied to penalties, expenses and costs of
collection then to interest and finally to the principal amount of the loan.



     3. Prepayment. Maker may pay all or any part of the principal owing on this Note at any time
or times prior to maturity without payment of any premium or penalty.



     4. Guaranty. Payment of this Note is and shall be guaranteed by this performance pledge (the
“Guaranty”) by Alan Granader, Dan Granader and Harry Granader (the “Guarantors”).
This Guaranteed Promissory Note is an absolute, continuing, irrevocable, and unconditional guaranty
of payment and performance, and not a guaranty of collection, and Maker shall remain liable on its
obligations hereunder until the payment in full of the principal and interest (the “Guaranteed
Obligations”).



          (a) In the event of default by Maker in payment of the Guaranteed Obligations, or any part
thereof, when such Guaranteed Obligations are due to be paid or performed by Maker, the Guarantors
shall promptly pay the Guaranteed Obligations then due in full without notice or demand, and it
shall not be necessary for Holder, in order to enforce such payment by the Guarantors, to institute
suit or exhaust its remedies against Maker or others. THE GUARANTORS HEREBY IRREVOCABLY AGREE
THAT, UNTIL PAYMENT IN FULL TO HOLDER OF THE GUARANTEED OBLIGATIONS, THE GUARANTORS SHALL HAVE NO
RIGHT TO RECOVER FROM MAKER ANY CLAIMS THE GUARANTORS HAVE OR MIGHT HAVE AGAINST MAKER (AS SUCH
TERM “CLAIM” IS DEFINED IN THE UNITED STATES BANKRUPTCY CODE 11 U.S.C. § 101[5] AS AMENDED FROM
TIME TO TIME) IN CONNECTION WITH PAYMENTS MADE BY OR ON BEHALF OF THE GUARANTORS TO HOLDER UNDER
THIS GUARANTY INCLUDING, WITHOUT IMPLIED LIMITATION, ALL RIGHTS THE GUARANTORS MAY NOW OR HEREAFTER
HAVE UNDER ANY AGREEMENT OR AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY LAW SUBROGATING
THE GUARANTORS TO THE RIGHTS OF HOLDER) TO ASSERT ANY CLAIM AGAINST OR SEEK CONTRIBUTION,
INDEMNIFICATION OR ANY OTHER FORM OF REIMBURSEMENT FROM MAKER OR ANY OTHER PARTY LIABLE FOR PAYMENT
OF ANY OR ALL OF THE INDEBTEDNESS.




 









 





          (b) If acceleration of the time for payment by Maker of all or any portion of the Indebtedness
is stayed upon the insolvency, bankruptcy, or reorganization of Maker, the Guaranteed Obligations
shall nonetheless be payable by the Guarantors hereunder forthwith on demand by Holder.




          (c) In addition to this guarantee of repayment, the Guarantors have entered into a Put
Agreement dated even date herewith with respect to 400,000 shares of the $.001 par value common
stock of the Maker owned by the Guarantors prior to making this Loan and which are being assigned
to the Holder as additional consideration for entering into this Loan transaction.




          (d) As additional compensation to the Holder, in the event of a default as set forth
hereinafter, the Guarantors shall be required to jointly and severally issue a total of 6,667
shares of the Maker’s common stock owned by them at the time of the default for each day after the
Maturity Date that the principle amount of the Note remains unpaid (the Penalty Payment). In the
event that partial payment of the principle is made, the amount of the Penalty Payment will be
reduced in proportion to the amount of the principle that has been paid. However, Penalty Payments
shall accrue until such time as the full amount of the principle is paid.




     5. Default. Each of the following events shall constitute an event of default (“Event of
Default”) and Holder, in addition to any remedies available to it at law or in equity, shall
thereupon have the option to declare Maker in default under this Note and declare due all
obligations of Maker to Holder (it also being understood that the occurrence of any of the Events
of Default set forth in subsections (c) or (d) automatically shall constitute an Event of Default
and cause an immediate acceleration of Maker’s indebtedness to Holder):



          (a) the failure of Maker to make any payment required hereunder when due;




          (b) default by Maker in the performance or observance of any other term, covenant, condition
or obligation contained in this Note, which default is not cured within 15 days after Maker’s
written notice thereof;




          (c) the filing of any petition by Maker under any provision of the Federal Bankruptcy Code or
any state law relating to insolvency; or the filing of any such petition against Maker, unless such
petition and all proceedings thereunder are dismissed within 60 days from such filing; or the
appointment of a trustee or receiver for all or any assets of Maker, unless such appointment is
vacated or dismissed within 60 days from the date of such appointment;




          (d) an adjudication that Maker is insolvent or bankrupt.




     6. Collection Costs. Upon the occurrence of any Event of Default, Maker agrees to pay Holder,
upon demand, any and all costs, expenses and fees, including without limitation, reasonable
attorneys’ fees incurred before or after suit is commenced in order to enforce payment hereof, and
in the event suit is brought to enforce payment hereof, that such costs, expenses and fees shall be
determined by a court proceeding without a jury.



     7. Waiver. Maker hereby acknowledges and agrees that the failure by Holder to insist upon
Maker’s strict performance of this Note or the failure by Holder to exercise its remedies hereunder
shall not be deemed a waiver of such default, and shall not be a waiver by Holder of any of
Holder’s rights or remedies hereunder or at law or in equity.



     8. Usury. No provision of this Note shall require the payment or permit the collection of
interest in excess of the maximum permitted by law. If any excess interest is herein provided for,
or shall



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be adjudicated to be so, the provisions of this Section shall govern, and neither Maker nor
its successors or assigns shall be obligated to pay the amount of such interest to the extent that
it is in excess of the amount permitted by law, and any such amount paid, at the option of Holder,
shall either be applied against the principal balance of this Note due at maturity or rebated to
Maker within 30 days after such determination.




          All sums contracted for, charged or received by Holder for the use, forbearance or detention
of the indebtedness evidenced by this Note shall, to the extent required to avoid or minimize usury
and to the extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full sated term of this Note so that the interest rate does not exceed the maximum
nonusurious rate of interest permitted for that day by whichever applicable federal, Delaware or
Texas laws permits the higher interest rate, stated as a rate per annum. The provisions of this
Section shall control all agreements, whether now or hereafter existing and whether written or
oral, between Maker and Holder.




     9. Transfer. This Note is not transferable by the Holder without the express written
permission of Maker which shall not be unreasonably withheld.



     10. Governing Law. All amounts payable hereunder are payable in lawful money of the United
States of America. Except as set forth in Section 8 above, this Note shall be governed by and
construed in accordance with the laws of the State of Texas, without regard to its conflicts of
laws principles.



     11. Representations and Warranties of Maker. Maker hereby represent and warrants to Holder as
follows:



          (a) Maker has full power, authority and capacity to issue this Note and to perform and comply
with all covenants and obligations contained herein.




          (b) This Note has been duly executed and delivered by Maker and constitutes the legal, valid
and binding obligations of Maker, enforceable against Maker in accordance with its terms, subject
to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors’ rights generally.




          (c) Neither the execution and delivery of this Note, nor the performance by Maker of its
obligations hereunder, will (i) require the consent of any other party to any agreement or
commitment by which Maker is bound, (ii) with or without the giving of notice or the lapse of time
or both, conflict with or result in a breach of any terms or provisions of, or result in the
creation or imposition of any lien, claim, charge or encumbrance upon Maker’s assets under any
material agreements or other instrument, or (iii) violate any applicable law, rule, regulation,
judgment, decree or order of any court or governmental instrumentality.




     12. Representations and Warranties of Guarantors. Each Guarantor individually represents and
warrants to Holder as follows:



          (a) Guarantor has the power and authority and legal right to execute, deliver, and perform its
obligations under the Guaranty and the Guaranty constitutes the legal, valid, and binding
obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as
limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement
of creditor’s rights.




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          (b) The execution, delivery, and performance by Guarantor of this Guaranteed Promissory Note
do not and will not violate or conflict with any law, rule, or regulation or any order, writ,
injunction, or decree of any court, governmental authority or agency, or arbitrator.




          (c) No authorization, approval, or consent of, and no filing or registration with, any court,
governmental authority, or third party is necessary for the execution, delivery, or performance by
Guarantor of this Guaranty Agreement or the validity or enforceability thereof.




          (d) Guarantor has, independently and without reliance upon Maker and based upon such documents
and information as Guarantor has deemed appropriate, made its own analysis and decision to become a
Guarantor of this Guaranteed Promissory Note




     IN WITNESS WHEREOF, this Note has been duly executed to be effective as of the 13th day of
March, 2006.



	 	 	 	 	 	 	 
	 	 	Maker:	 	REMOTE KNOWLEDGE, INC.,
	 	 	 	 	a Delaware Corporation
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Guarantors:	 	ALAN GRANADER
	 
	 	 	 	 	 	 
	 	 	 	 	 





	 	 	 	 	 	 	 
	STATE OF

	 	 	 	}
	 	 
	 

	 	 

	 	} ss.	 	 
	COUNTY OF

	 	 	 	}	 	 
	 

	 	 	 	 	 	 





     The foregoing instrument was acknowledged before me this ___day of March 2006 by Alan
Granader.



	 	 	 	 	 
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	My Commission Expires:	 	 
	 

	 	 	 	 





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	 	DAN GRANADER
	 
	 	 
	 

	 	 





	 	 	 	 	 	 	 
	STATE OF

	 	 	 	}
	 	 
	 

	 	 

	 	} ss.	 	 
	COUNTY OF

	 	 	 	}	 	 
	 

	 	 	 	 	 	 





     The foregoing instrument was acknowledged before me this ___day of March 2006 by Dan
Granader.



	 	 	 	 	 
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	My Commission Expires:	 	 
	 

	 	 	 	 





	 	 	 
	 

	 	HARRY GRANADER
	 
	 	 
	 

	 	 





	 	 	 	 	 	 	 
	STATE OF

	 	 	 	}
	 	 
	 

	 	 

	 	} ss.	 	 
	COUNTY OF

	 	 	 	}	 	 
	 

	 	 	 	 	 	 





     The foregoing instrument was acknowledged before me this ___day of March 2006 by Harry
Granader.



	 	 	 	 	 
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	My Commission Expires:	 	 
	 

	 	 	 	 





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PUT AGREEMENT




Noteholder:

Robert D. Duncan

1900 West Loop South

Suite 1300

Houston, TX 77027




     RE:
800,000 Shares of the $.001 Par Value Common Stock of Remote Knowledge, Inc. Issued in Name of Holder



Dear Sir or Madame,




          The undersigned Guarantors of a Promissory Note by and among the holders and Remote Knowledge,
Inc., a Delaware corporation, hereby agree with you as the fully registered holder and any
successors and assigns (the “Holder”) of the above-referenced Remote Knowledge common stock
(“Stock”) as follows:




          The Holder may elect to cause the Guarantors, jointly and severally but not individually to
purchase all or a portion of the Stock at any time after June 16, 2006 but not later than March 16,
2007 for an amount equal to $.50 per share.




          The Holder shall tender the Stock by delivering certificates representing the number of shares
being put to the Guarantors at c/o Dan Granader, 160 Church Road, Gold Creek, Montana 59733, along
with appropriate irrevocable stock powers of conveyance to the Guarantors. Such conveyance shall
not be affected until all monies have been wired or otherwise paid by Guarantors and received by
the Holder in the proper amount.




          Failure by Guarantors to pay the purchase price within 5 business days of receipt of the
tender pursuant to the terms of this Put Agreement shall constitute a default hereunder and
interest shall accrue on the required purchase price at the rate of 18% per annum commencing from
the date of the tender until the date the amount is paid in full. Any action brought by any party
to enforce the terms of this Agreement shall be brought in the state or federal courts of Harris
County, Texas and an award of attorneys fees and costs may be added to any judgment awarded to the
prevailing party. This Agreement is being made for the benefit of the Holders, their successors
and assigns.




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     In Witness Whereof, the Guarantors have hereunto entered into this Agreement as a legally
binding contract, enforceable against them in accordance with the terms hereof.



     Dated this ___day of March, 2006.



	 	 	 
	 

	 	ALAN GRANADER
	 
	 	 
	 

	 	 





	 	 	 	 	 	 	 
	STATE OF

	 	 	 	}
	 	 
	 

	 	 

	 	} ss.	 	 
	COUNTY OF

	 	 	 	}	 	 
	 

	 	 	 	 	 	 





     The foregoing instrument was acknowledged before me this ___day of March 2006 by Alan
Granader.



	 	 	 	 	 
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	My Commission Expires:	 	 
	 

	 	 	 	 





	 	 	 
	 

	 	DAN GRANADER
	 
	 	 
	 

	 	 





	 	 	 	 	 	 	 
	STATE OF

	 	 	 	}
	 	 
	 

	 	 

	 	} ss.	 	 
	COUNTY OF

	 	 	 	}	 	 
	 

	 	 	 	 	 	 





     The foregoing instrument was acknowledged before me this ___day of March 2006 by Dan
Granader.



	 	 	 	 	 
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	My Commission Expires:	 	 
	 

	 	 	 	 





	 	 	 
	 

	 	HARRY GRANADER
	 
	 	 
	 

	 	 





	 	 	 	 	 	 	 
	STATE OF

	 	 	 	}
	 	 
	 

	 	 

	 	} ss.	 	 
	COUNTY OF

	 	 	 	}	 	 
	 

	 	 	 	 	 	 





     The foregoing instrument was acknowledged before me this ___day of March 2006 by Harry
Granader.



	 	 	 	 	 
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	My Commission Expires:	 	 
	 

	 	 	 	 






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