ex10_5.htm


    
      

    

    Exhibit
      10.5

    


    
      	
              US
                $150,000.00

            	
              October
                2, 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 David Cain, or any successor
      holder of this Note (“Holder”), at Holders office, or such other place as
      Holder may designate, the principal amount of One Hundred and Fifty Thousand
      Dollars ($150,000).

    


    1.          
        Interest. As soon as practical after delivery of this Note
      to Holder and transfer of funds to Maker, Maker shall deliver to Holder, Sixty
      Thousand shares (60,000) 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, Fifteen
      Thousand shares (15,000) 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.        
          Guaranty.
      Payment of this
      Note is and shall be guaranteed by this performance pledge (the “Guaranty”)
      by Randy S.
      Bayne (the “Guarantor”).  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 Guarantor 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 Guarantor, to institute suit or exhaust
      its
      remedies against Maker or others.  THE GUARANTOR HEREBY IRREVOCABLY
      AGREES THAT, UNTIL PAYMENT IN FULL TO HOLDER OF THE GUARANTEED OBLIGATIONS,
      THE
      GUARANTOR SHALL HAVE NO RIGHT TO RECOVER FROM MAKER ANY CLAIMS THE GUARANTOR
      HAS
      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 GUARANTOR TO HOLDER UNDER
      THIS GUARANTY INCLUDING, WITHOUT IMPLIED LIMITATION, ALL RIGHTS THE GUARANTOR
      MAY NOW OR HEREAFTER HAVE UNDER ANY AGREEMENT OR AT LAW OR IN EQUITY (INCLUDING,
      WITHOUT LIMITATION, ANY LAW SUBROGATING THE GUARANTOR 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 Guarantor
      hereunder forthwith on demand by Holder.

    


    4.       
           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.

    


    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.        
          Transfer.  This Note is not
      transferable by the Holder without the express written permission of Maker
      which
      shall not be unreasonably withheld.  Permission is hereby granted for
      the Holder to transfer some or all of the interest in this Note to Peter Norris
      and/or Jo Elliot.

    


    9.       
           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.

    


    10.           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.

    


    11.           Representations
      and Warranties of Guarantor.  The Guarantor represents and
      warrants to Holder as follows:

    


    (a)           Guarantor
      has the power and authority and legal right to execute, deliver, and perform
      their 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.

    


    (b)           The
      execution, delivery, and performance by Guarantor of this Guaranteed Promissory
      Note does 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.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    (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 their own analysis
      and
      decision to become Guarantor of this Guaranteed Promissory Note


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Note has been duly executed to be effective as of the
      2nd
      day of October, 2007.

    


    


    


    
      	
              Holder:  

            
	   
	
              David
                Cain  

            
	   
	
              By:

            	 	 
	   
	
              Name:

            	 	 
	   
	   
	   
	
              Maker:  

            
	
              REMOTE
                KNOWLEDGE, INC.,  

            
	
              a
                Delaware Corporation  

            
	   
	   
	
              By:  /s/
                Henry Houston  

            
	   
	
              Name:  Henry
                Houston  

            
	   
	
              Title:      VP
                & CFO  

            
	   
	   
	   
	
              Guarantor:  

            
	
              Randy
                S. Bayne  

            
	   
	   
	
              By:  /s/
                Randy S. Bayne  

            
	   
	
              Name:  Randy
                S. Bayne  

            


    

    


     

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