**Exhibit 10.34**PROMISSORY NOTE   Houston, Texas December 31, 2006     For good and valuable consideration received, Remote Knowledge, Inc., (“Remote Knowledge”)promises to pay to the order of Lockheed Martin Services, Inc., (“Lockheed Martin”), and itssuccessors or assigns, at the times and in the manner described in this Note, $385,000.00, (Threehundred eighty-five thousand and 00/100 dollars) plus interest at the annual rate of 6% (sixpercent), on the unpaid balance of this Note beginning on the date stated above, until the date ofpayment of this Note in full. This Note shall mature on June 30, 2007 on which day the entireunpaid balance, including all unpaid accrued interest, shall be due and payable in full.     Installment payment schedule. This Note shall be paid in six monthly installments of not lessthan $ 8,010.83 each toward principal plus all unpaid interest accrued on the unpaid balance ofthis Note through the last day of each month. The amount of each installment payment and the dayeach shall be due are shown on the schedule at Attachment “B” to this Note. Each installment shallbe due at Lockheed Martin’s offices at 595 Gemini Avenue, Houston, Texas 77058, or at such otherplace agreeable to both parties, no later than 4:00 p.m. local time on each due date. The firstinstallment shall be due no later than 4:00 p.m. local time on December 31, 2006. Each succeedinginstallment shall be due in the amount shown no later than 4:00 p.m. local time on the date shownon Attachment “B”. The final payment which shall be the entire unpaid balance of this Note, infull, including any unpaid accrued interest, shall be due at such offices no later than 4:00 p.m.local time on June 30, 2007.     Excess Interest. Remote Knowledge acknowledges that notwithstanding any provision in thisNote, this Note shall not require the payment of or permit the collection of any amount or rate ofinterest which exceeds the maximum amount or rate of interest permitted under applicable law, alsoknown as Excess Interest. If any such Excess Interest is provided for or is adjudicated as beingprovided for in this Note, Remote Knowledge shall not be obligated to pay any Excess Interest andany Excess Interest that may have been received by Lockheed Martin shall either be applied as acredit against any unpaid principal under the Note or refunded to Remote Knowledge.     Prepayment. Remote Knowledge acknowledges that it may pay this Note in full or part at anytime or times before it is due in full without incurring liability for any penalty or premium.Interest will cease to accrue on the amount paid as of the time of payment.Collateral     Pledge of collateral. To secure payment of this Note, Remote Knowledge pledges, assigns,transfers, and grants to Lockheed Martin first liens and security interests in and upon all of thecollateral listed on Attachment “A” of this Note (“Collateral”). Remote Knowledge represents thatit has marketable title to all of the Collateral and that the Collateral is in the possession ofand under the sole control of Remote Knowledge.Events of Default     Any of the following shall constitute an Event of Default under this Note. Remote Knowledgerepresents that, to its knowledge, none of the following described events of default, or any otherdefault on its part, exists at the time that Remote Knowledge gives this Note to Lockheed Martin.However, if any of these events, or any other default, does exist and continues to exist or occursat any time in the future, Remote Knowledge acknowledges that such continuation or occurrence shallconstitute a default by Remote Knowledge.     Failure to pay. Any failure by Remote Knowledge to pay to Lockheed Martin, when due, anyamount owing or required to be paid under this Note, and such failure shall continue for more thanfive business days after written notice of such failure is given to Remote Knowledge by LockheedMartin.     Failure to perform. Any failure by Remote Knowledge to perform any obligation or promisedescribed in this Note, and such failure shall continue for more than ten business days afterwritten notice of such failure is given to Remote Knowledge by Lockheed Martin.     Impairment of Collateral. Any of the collateral listed in Attachment “A” becomes lost,stolen, destroyed, or damaged beyond its normal use, or possession or control of the collaterallisted in Attachment “A” is transferred or removed in any way beyond the possession or control ofRemote Knowledge.     Transfer or Dissipation of Assets of Remote Knowledge. Any of the following shall constitutean Event of Default. (1) The legal or equitable title of a substantial portion of the assets ofRemote Knowledge are sold, conveyed, or transferred to anyone other than Lockheed Martin; (2) asubstantial portion of the assets of Remote Knowledge is transferred or removed in
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any way beyond the possession and control of Remote Knowledge; or (3) the fair market value of asubstantial portion of the assets of Remote Knowledge substantially decreases for any reason.     Event of Bankruptcy. Any of the following shall constitute an Event of Default. (1) Aproceeding under any bankruptcy, reorganization, insolvency, or receivership law or statute isinitiated, filed, or consented to by Remote Knowledge; (2) any such proceeding is filed againstRemote Knowledge and is not dismissed or withdrawn within sixty days thereafter; (3) RemoteKnowledge makes a general assignment for the benefit of creditors; (4) Remote Knowledge is adjudgeda bankrupt or insolvent; or (5) a trustee, receiver, custodian, guardian, or similar official isappointed with authority over a substantial part of the assets of Remote Knowledge, or suchappointment is sought by Remote Knowledge.Remedies of Lockheed Martin     Remote Knowledge acknowledges that Lockheed Martin properly reserves to itself all remedies towhich it is or may become entitled to enforce against Remote Knowledge and that Lockheed Martin hasnot waived any such remedy. Remote Knowledge acknowledges that upon any default by RemoteKnowledge, Lockheed Martin may declare the principal and interest on this Note to be immediatelydue and payable in full, without presentment, demand for payment, or any notice or formality of anykind, all of which are expressly waived by Remote Knowledge. Remote Knowledge further acknowledgesthat upon any event of bankruptcy, as described above, all principal and interest shallautomatically become due and payable in full without any action on the part of Lockheed Martin.     Non-waiver of remedies. Any right or remedy which Lockheed Martin may have under this Note orunder any law, custom, or business practice shall exist solely for the benefit of Lockheed Martin,and no failure or delay, in whole or part, by Lockheed Martin to exercise any such right or remedyshall waive or diminish Lockheed Martin’s right or discretion to exercise the same. No waiver ofany provision in this Note nor any consent to the departure by Remote Knowledge from any suchprovision shall be effective unless it is stated in writing and signed by Lockheed Martin.Costs of Collection and Enforcement     Remote Knowledge agrees to reimburse Lockheed Martin for all costs and expenses, includingreasonable and necessary attorneys’ and legal expenses, which are incurred or experienced byLockheed Martin in collecting any payments due to it under this Note or enforcing any provisions ofthis Note.Non-assignment     This Note shall be binding on and shall inure to the benefit of Lockheed Martin, RemoteKnowledge, and their respective successors and assigns. Lockheed Martin reserves the right tosell, assign, or otherwise transfer, to any party, any or all of its rights and interests underthis Note, without notice to or consent from Remote Knowledge. Remote Knowledge agrees that itshall not assign any of its rights or delegate any of its obligations under this Note, to anyparty, without the prior written consent of Lockheed Martin.Acknowledgments     This Note constitutes the totality of the agreement between Remote Knowledge and LockheedMartin in connection with the debt and other matters evidenced by this Note. No other writings ororal language may be used to interpret the language of this Note. Remote Knowledge acknowledgesthat it consulted legal counsel and any other parties it deemed advisable before it signed thisNote and gave it to Lockheed Martin.     Remote Knowledge acknowledges that it drafted this Note jointly with Lockheed Martin and thatboth parties are equally responsible for the language chosen for this Note. Remote Knowledgeacknowledges that it has carefully examined the language in this Note and that none of the languageis vague or ambiguous.     Remote Knowledge acknowledges that it signed this Note and gave it to Lockheed Martin freelyand voluntarily, without coercion or duress.     This Note is signed on behalf of Remote Knowledge on the day written at the top:         By: /s/ Randy S. Bayne       Name: Randy S. Bayne     Title: President     Date: 12/31/06  
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ATTACHMENT “A”     Rack 1 Equipment Description Serial #Access Server Cisco AS5350 tbdSwitch Cisco WS-C2950-12 0007ECA86900Switch Cisco WS-C2950T-24 0007ECAE6740Switch Cisco WS-C2950-12 0007ECA85400Local Director Cisco LDIR417 tbdKVM Switch, Monitor/Key Compaq 8 Port Switch, TFT5600 RKM QN1CJTJ8B074Storage Works Compaq Storage Works FC-AL Switch 8 Port M70BFJ8263M5Firewall Compaq Proliant DL320 R011000256/6J21JMN1Y006Raid Array Compaq Storage Works 4100 Raid Array D205DBX10016Web Server Compaq Proliant DL380 D205JZG1M110Communication Server Compaq Proliant DL380 D205JZG1L434Database Server Compaq Proliant DL580R01 D203DYV1K215Application Server Compaq Proliant DL580R01 D152DYV1K084     Rack 2 Equipment Description Serial #Access Server Cisco AS5350 tbdSwitch Cisco WS-C2950-12 0007ECA89980Switch Cisco WS-C2950T-24 0007ECAE5DC0Switch Cisco WS-C2950-12 0007EC071F40Local Director Cisco LDIR417 tbdKVM Switch, Monitor/Key Compaq 8 Port Switch, TFT5600 RKM QN1CJTJ8L265Storage Works Compaq Storage Works FC-AL Switch 8 Port MF0BFJ82G3R9Firewall Compaq Proliant DL320 R011000256/6J21JMN1Z005Web Server Compaq Proliant DL380 D209JZG1K859Communication Server Compaq Proliant DL380 D205JZG1M011Database Server Compaq Proliant DL580R01 D203DYV1K066Application Server Compaq Proliant DL580R01 D152DYV1K080
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ATTACHMENT “B”                                           PD    DUE     SCHEDULED     TOWARDS CLOSINGPMT DATE BEG BAL PAYMENT INTEREST PRINCIPAL BALANCE 1  1/31/07   385,000.00   10,000.00   1,989.17   8,010.83   376,989.17 2  2/28/07   376,989.17   10,000.00   1,759.28   8,240.72   368,748.45 3  3/31/07   368,748.45   10,000.00   1,905.20   8,094.80   360,653.65 4  4/30/07   360,653.65   10,000.00   1,803.27   8,196.73   352,456.92 5  5/31/07   352,456.92   10,000.00   1,821.03   8,178.97   344,277.95 6  6/30/07   344,277.95   345,999.34   1,721.39   344,277.95   (0.00)
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