ex10_8.htm


    
      

    

    Exhibit
      10.8

    OPT00002

    


    REMOTE
      KNOWLEDGE, INC.

    


    STOCK
      OPTION GRANT NOTICE

    UNDER
      THE STOCK OPTION PLAN

    


    Remote
      Knowledge, Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus
      Stock and Incentive Compensation Plan 2006 (the “Plan”) formally adopted by the
      Board of Directors on September 7, 2006, attached, hereby grants to the Optionee
      named below an option to purchase the number of shares of the Company Common
      Stock set forth below.  This option is subject to all of the terms and
      conditions set forth herein and in the attached Stock Option
      Agreement.

    


    Optionee: Steve
      Phelps

    Date
      of Grant: August 13, 2007

    Shares
      Subject to Option: 120,000

    Exercise
      Price Per Share: $0.65

    Expiration
      Date: August 13, 2012

    


    
      	
              £ 
                Incentive Stock Option

            	
              TNon-statutory
                Stock Option

            


    

    


    


    Vesting
      Schedule:  This option shall vest and become exercisable in the
      following installments based on the Optionee’s Continuous Status as an
      Employee.

    


    
      	
              Number
                of Shares (Installment)

            	
              Date
                of Earliest Exercise (Vesting)

            
	
              10,000

            	
              November
                13, 2007

            
	
              10,000

            	
              February
                13, 2008 

            
	
              10,000

            	
              May
                13, 2008         
                

            
	
              10,000

            	
              August
                13, 2008     

            
	
              10,000

            	
              November
                13, 2008

            
	
              10,000

            	
              February
                13, 2009  

            
	
              10,000

            	
              May
                13, 2009         
                

            
	
              10,000

            	
              August
                13, 2009     

            
	
              10,000

            	
              November
                13, 2009

            
	
              10,000

            	
              February
                13, 2010  

            
	
              10,000

            	
              May
                13, 2010         
                

            
	
              10,000

            	
              August
                13, 2010    


            


    

    


    


    In
      addition, this option shall become fully vested pursuant to the terms specified
      in Section 6 of the Plan.

    


    Payment:  Payment
      for options exercised here under shall be made by any method specified in
      Article 6.6 of the Plan.

    


    Additional
      Terms/Acknowledgements:  The Optionee acknowledges receipt of, and
      understands and agrees to, this Grant Notice, the Stock Option Agreement and
      the
      Plan.  Optionee acknowledges that as of the date of grant set forth
      above, this Grant Notice, the Stock Option Agreement and the Plan set forth
      the
      entire understanding between the Optionee and the Company regarding the
      acquisition of stock in the Company and supersede all prior oral and written
      agreements on that subject with the exception of: (1) options previously granted
      and delivered to the Optionee under the Plan, and (2) the following agreements
      only:

    


    


    Other
      Agreements:

    NONE

    
      

    

    
      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      10.8

    OPT00002

     

    
      
        

      

    

    
      	
              REMOTE
                KNOWLEDGE, INC.,  

            	
              Steve
                Phelps  

            
	
              a
                Delaware corporation  

            	   
	   	   
	   	   
	
               By:

            	 	 	
              By:

            	 	 
	   	   
	
              Printed
                Name:   

            	 	 	
              Printed
                Name:   

            	 	 
	   	   
	
              Title:

            	 	 	
              Date:

            	 	 
	   	   
	
              Date: