ex10_4.htm


    
      

    

    Exhibit
      10.4

    


    
      	
              US
                $50,000.00

            	
              October
                31, 2007

            


    

    


    BRIDGE
      LOAN

    PROMISSORY
      NOTE

    (Non-Negotiable)

    


    FOR
      VALUE
      RECEIVED, the undersigned, Remote Knowledge, Inc., a Delaware corporation
      (“Maker”), promises to pay to the order of Neil Granader, or any
      successor holder of this Note (“Holder”), at Holders office, or such
      other place as Holder may designate, the principal amount of Fifty Thousand
      Dollars ($50,000).

    


    1.           Interest.
      As soon as practical after delivery of this Note to Holder and transfer of
      funds
      to Maker, Maker shall deliver to Holder Sixteen Thousand Six Hundred Sixty-seven
      shares (16,667) of common stock of Maker issued in the name of Holder as
      interest. Holder shall be entitled to retain all such shares regardless whether
      the Note may be prepaid. At the end of each month following default in payment
      of principal and continuing until principal is paid in full, Five Thousand
      Five
      Hundred Fifty-six shares (5,556) of Makers common stock shall be delivered
      to
      Holder.

    


    2.           Payments.  All
      outstanding principal shall be payable on October 31, 2007 (the “Maturity
      Date”).

    


    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.           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.

    


    5.           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.

    


    6.           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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

    


    8.           Governing
      Law.  All amounts payable hereunder are payable in lawful money
      of the United States of America.  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.

    


    9.           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.

    


    IN
      WITNESS WHEREOF, this Note has been duly executed to be effective as of the
      7th
      day of September, 2007.

    


    


    


    
      	
              Holders
                Address

            	
              Maker:

            
	 	
              REMOTE
                KNOWLEDGE, INC.,

            
	 	
              a
                Delaware Corporation

            
	 	 
	 	
              By:  /s/
                Randy Bayne

            
	 	 
	 	
              Name:  Randy
                Bayne

            


    

    


     

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