ex10_2.htm


    
      

    

    Exhibit
      10.2

    


    
      	
              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 Mark Sullivan, 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.           
       Guaranty.
      Payment of this
      Note is and shall be guaranteed by this performance pledge (the “Guaranty”)
      by Alan
      Granader, Dan Granader, and Randy S. Bayne (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”).

    


    4.          
        (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 GUARANTORS HEREBY IRREVOCABLY
      AGREES THAT, UNTIL PAYMENT IN FULL TO HOLDER OF THE GUARANTEED OBLIGATIONS,
      THE
      GUARANTORS SHALL HAVE NO RIGHT TO RECOVER FROM MAKER ANY CLAIMS THE GUARANTOR
      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 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 Guarantors
      hereunder forthwith on demand by Holder.

    


    5.            
      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.

    


    6.          
        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.

    


    7.          
        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.

    


    8.         
         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.

    


    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.  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.

    


    12.           Representations
      and Warranties of Guarantors.  The Guarantors represents and
      warrants to Holder as follows:

    


    (a)           Guarantors
      have 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 Guarantors, enforceable against Guarantors
      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 Guarantors 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.


    
      
         

      

      
        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 Guarantors of this Guaranty Agreement or the
      validity or enforceability thereof.

    


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


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Note has been duly executed to be effective as of the
      13th day of August, 2007.

    


    


    


    
      	
              Holders
                Address

            	 	
              Maker:

            
	 	 	
              REMOTE
                KNOWLEDGE, INC.,

            
	 	 	
              a
                Delaware Corporation

            
	 	 	 
	 	 	
              By:  /s/
                Henry Houston

            
	 	 	 
	 	 	
              Name:  Henry
                Houston

            
	 	 	 
	 	 	 
	 	 	 
	 	
              Guarantors:

            	
              Alan
                Granader

            
	 	 	 
	 	 	
              /s/
                Alan Granader

            
	 	 	 
	 	 	
              Dan
                Granader

            
	 	 	 
	 	 	
              /s/
                Dan Granader

            
	 	 	 
	 	 	
              Randy
                S. Bayne

            
	 	 	 
	 	 	
              /s/
                Randy S. Bayne

            


    

    


     

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