ex10_3.htm


    
      

    

    Exhibit
      10.3

    


    
      	
              US
                $200,000.00

            	
              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 2003 SANDERS CHILDREN TRUST,
      DON WEIR TRUSTEE, or any successor holder of this Note (“Holder”), at
      Holders office, or such other place as Holder may designate, the principal
      amount of Two Hundred Thousand Dollars ($200,000.00) plus interest of Fifty
      Thousand Dollars ($50,000.00).

    


    1.         
         Common Stock Issued as Interest. As soon as practical
      after delivery of this Note to Holder and transfer of funds to Maker, Maker
      shall deliver to Holder Sixty-six Thousand Six Hundred Sixty-seven shares
      (66,667) 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, Twenty-two Thousand
      Two Hundred Twenty-two shares (22,222) of Makers common stock shall be delivered
      to Holder.

    


    2.          
        Payments.  All outstanding principal and interest
      shall be payable on the earlier of receipt of $1,500,000.00 from New Boathouse
      Capital or October 31, 2007 (the “Maturity Date”).

    


    3.        
          Pledge of Collateral.  As collateral
      for this Note, Randy S. Bayne hereby pledges the following securities: 21,667
      shares of Common Stock; options presently exercisable to purchase 900,000 shares
      of common stock at a price of $1.00; options presently exercisable to purchase
      2,500,000 shares of common stock at a price of $0.50; 2,000,000 shares of
      restricted stock, to be issued under an Employment Agreement between Maker
      and
      Randy S. Bayne, vesting at a rate of 500,000 shares per year beginning in 2009
      and ending in 2012.

    


    4.        
          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 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 represent and
      warrant to Holder as follows:

    


    (a)           Guarantors
      have 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 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.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (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.

    


    (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 Guarantors of this Guaranteed Promissory
      Note


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Note has been duly executed to be effective as of the
      31st
      day of August, 2007.

    


    


    


    
      	
              Holders
                Address

            	 	
              Maker:

            
	 	 	
              REMOTE
                KNOWLEDGE, INC.,

            
	 	 	
              a
                Delaware Corporation

            
	 	 	 
	 	 	
              By:  /s/Henry
                Houston

            
	 	 	 
	 	 	
              Name:  Henry
                Houston

            
	 	 	 
	 	 	 
	 	 	 
	 	
              Pledge
                of Collateral:

            	
              Randy
                S. Bayne

            
	 	 	 
	 	 	
              /s/
                Randy S. Bayne

            
	 	 	 
	 	
              Guarantor:

            	
              Randy
                S. Bayne

            
	 	 	 
	 	 	
              /s/
                Randy S. Bayne

            


    

     

    
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