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Exhibit 10.32
     Remote Knowledge, Inc.
    
    Total Units Subscribed: 750Mr. Randy S. Bayne
    
    First Tranche Units Paid For (1/2 total): 3753657 Briarpark Drive, Suite 100
    
    First Tranche Subscription Price: $375,000Houston, Texas 77042
    
    Second Tranche Units Subscribed (1/2 total): 375Second Tranche Subscription Price: $375,000(due June, 2007)
  750
 Purchase
 Representations and Warranties
 (a)
    
    The undersigned is the sole and true party in interest and is not purchasing
for the benefit of any other person;(b)
    
    The undersigned has consulted with the advisor(s) named on the signature page,
if any (such advisor(s) are hereinafter collectively referred to as the Investor
Representative);(c)
    
    The undersigned and/or the Investor Representative have read and analyzed, are
familiar with and have retained copies of this Subscription Agreement and other related
documents, including all of the documents incorporated by reference, copies of which
were delivered to me/us. The undersigned understands that all books, records and
documents of the Company relating to this investment have been and remain available for
inspection by the undersigned and/or the Investor Representative upon reasonable
notice. The undersigned confirms that all documents requested by the undersigned
and/or the Investor Representative have been made available, and that the undersigned
has been supplied with all of the additional information concerning this investment
that has been requested. In making a decision to purchase the Securities, the
undersigned has relied exclusively upon information provided by the Company in writing
or found in the books, records or documents of the Company;(d)
    
    The undersigned and/or Investor Representative have such knowledge and
experience in financial and business matters that they are capable of an evaluation of
the merits and risks of this investment;(e)
    
    The undersigned and the Investor Representative, if any, are aware that an
investment in the Company is highly speculative and subject to substantial risks. The
undersigned is capable of bearing the high degree of economic risk and burdens of this
venture, including, but not limited to, the possibility of a complete loss, the lack of
a public market and limited transferability of the Securities, which make the
liquidation of this investment impossible for the indefinite future;(f)
    
    The offer to sell the Securities was directly communicated to the undersigned
and the Investor Representative by such a manner that the undersigned was able to ask
questions of and receive answers from the Company or a person acting on their behalf
concerning the terms and conditions of this transaction. At no time was the
undersigned or the Investor Representative presented with or solicited by or through
any leaflet, public




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promotional meeting, television advertisement or any other form of
general advertising otherwise than in connection and concurrently with such
communicated offer;
 (g)
    
    The undersigned, if a corporation, partnership, trust or other entity, is
authorized and duly empowered to purchase and hold the Securities, has its principal
place of business at the address set forth on the signature page and has not been
formed for the specific purpose of acquiring the Securities;(h)
    
    The Securities are being acquired solely for the undersigneds own account, for
investment, and are not being purchased with a view to resale, distribution,
subdivision or fractionalization thereof;(i)
    
    The undersigned understands that the Securities have not been registered under
the Securities Act of 1933, as amended (the Act), or any state securities laws, in
reliance upon exemptions from registration for non-public offerings. The undersigned
understands that the Securities or any interest therein may not be, and agrees that the
Securities or any interest therein, will not be resold or otherwise disposed of by the
undersigned unless the Securities are subsequently registered under the Act and under
appropriate state securities laws or unless the Company receives an opinion of counsel
satisfactory to it that an exemption from registration is available;(j)
    
    The undersigned and the Investor Representative have been informed of and
understand the following:
 (1)
    
    The Company, as it is being restructured, has only a limited financial or
operating history;(2)
    
    There are substantial restrictions on the transferability of the Securities;(3)
    
    No federal or state agency has made any finding or determination as to the
fairness for public investment, nor any recommendation nor endorsement, of the
Securities.
 (k)
    
    None of the following information has ever been represented, guaranteed or
warranted to either the undersigned or the Investor Representative, expressly or by
implication by any broker, the Company or agent or employee of the foregoing, or by any
other person;
 (1)
    
    The approximate or exact length of time that the undersigned
will be required to remain an investor in the Company;(2)
    
    The percentage of profit and/or amount of type of
consideration, profit or loss to be realized, if any, as a result of an
investment in the Company;(3)
    
    That the past performance or experience of the management or
associates, agents, affiliates or employees or any other person will in any way
indicate or predict economic results in connection with the operation of the
Company of the return on the investment.
 (l)
    
    The information set forth in that certain Accredited Investor Declaration
executed by the undersigned is true, correct and complete;(m)
    
    The undersigned has not distributed any information relating to this investment
to anyone other than the
Investor Representative, if any, and no other person except the Investor
Representative has used this information;(n)
    
    The undersigned hereby agrees to indemnify the management of the Company and
holds the Company harmless from and against any and all liability, damage, cost or
expense incurred on account of or arising out of:
 (1)
    
    Any inaccuracy in the declarations, representations and
warranties hereinabove set forth;(2)
    
    The disposition of any Securities of the undersigned, contrary
to the foregoing declarations, representations and warranties;(3)
    
    Any action, suit or proceeding based upon:




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Transferability
 Regulation D
 Investor Representative(s) Relationship with the Company or its Management
 Acceptance
 Binding Agreement
 Incorporation by Reference
 Investment Documents




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(a)
    
    Individual (one signature required on Page 6);(b)
    
    Husband and Wife as community property (one signature
required on Page 6 if interest held in one name, i.e., managing spouse; two
signatures required on Page 6 if interest held in both names);(c)
    
    Joint Tenants with right of survivorship (both parties
must sign on Page 6)(d)
    
    Tenants in common (both parties must sign on Page 6);(e)
    
    Trust (Trustee(s) must sign on Page 7);(f)
    
    Partnership (general partner(s) must sign on Page 8);(g)
    
    Corporation (authorized office must sign on Page 10b).




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FOR INDIVIDUAL INVESTORS
 Total Units subscribed:
    
    # 750
    
    $750,000Name(s) of Investor Representatives
 Name
    
    AddressName
    
    AddressName
    
    AddressINVESTOR #1
    
    INVESTOR #2Signature
    
    SignatureSocial Security Number
    
    Social Security NumberRobert D. DuncanPrint or Type Name
    
    Print or Type NameResidence Address
    
    Residence AddressSUBSCRIPTION ACCEPTED:REMOTE KNOWLEDGE, INC./s/ Randy S. BayneBy: Randy S. Bayne, CEODate: December 19, 2006
  FOR TRUST INVESTORS
 Total Units subscribed:
    
    #___
    
    $
 Name(s) of Investor RepresentativesName
    
    AddressName
    
    Address




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Name
    
    AddressName of Trust (Please print or type)Name of Trustee (Please print or type)Date Trust was formed
 ByTrustees Signature
 Taxpayer Identification Number:Trustees Address:
 Attention:
 
 SUBSCRIPTION ACCEPTED:REMOTE KNOWLEDGE, INC.By:
    
    Randy S. Bayne, CEODate:




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FOR PARTNERSHIP INVESTORS
 Total Units subscribed:
    
    #___
    
    $Name(s) of Investor Representatives
 Name
    
    AddressName
    
    AddressName
    
    AddressName of Partnership (Please print or type)
 By:Signature of a General PartnerBy:Signature of Additional General Partner
(if required by partnership agreement)By:Signature of Additional General Partner
(if required by partnership agreement)
 Taxpayer Identification Number:
 Partnerships Address:
 Mailing Address (if different):
 Attention:




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By:
    
    Randy S. Bayne, CEODate:




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FOR CORPORATE INVESTORS
 Total Units subscribed:
    
    #___
    
    $Name(s) of Investor Representatives
 Name
    
    AddressName
    
    AddressName
    
    AddressName of Corporation (Please print or type)
 By:Signature of Authorized AgentTitle:
 Taxpayer Identification Number:
 Corporation Address:
 Mailing Address (if different):
 Attention:
 
   By:
    
    Randy S. Bayne, CEODate:




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Exhibit 10.32
  CertificateNo. CD0011
    
    $375,000Principal Amount of Note
 
  Note th th
 Maturity
 Payment on Non-Business Days
 Prepayment
 Conversion Conversion Option Conversion
Rate Conversion Notice provided however




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Conversion Price Conversion Price
 Anti Dilution Provision
 Default
      2




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No Security
 Successors and Assigns
 Notices
 To Holder:
    
    Robert D. DuncanTelefax:To the Company:
    
    Remote Knowledge, Inc.3657 Briarpark Drive, Suite 100Houston, Texas 77042Telefax: (281) 599-0165With a copy to:
    
    Ballard Spahr Andrews & Ingersoll, LLPRoger V. Davidson1225 17th Street, Suite 2300Denver, Colorado 80202Telefax: (303) 296-3956
  Waiver/Amendment
 Expenses
 3




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Note Holder is Not a Shareholder
 Registration Rights
 Choice of Law
 4




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COMPANY:REMOTE KNOWLEDGE, INC.,
a Delaware corporationBy:
    
    /s/ Randy S. BayneRandy S. Bayne, Chief Executive OfficerHOLDER:/s/ Robert D. DuncanPrinted Name:
    
    Robert D. Duncan
 5




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o
 
  
  
 
 
   Date:(Sign exactly as your name appears on the Note)
 6




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Exhibit 10.32
  ACTS
     Robert D. Duncan Holder Company Section 2.1 Exercise Price _750,000_ Common Stock Article III
 Article IV
   Method of Exercise Section 2.1 Notice Exercise Date
 Net Exercise Exchange
Act
 Y (A-B)
 Where:
    
    X = the number of shares of Common Stock to be issued to the Holder.
Y = the number of Warrant Shares being surrendered under the Warrant and pursuant to
the Notice (whether a full or partial exercise thereof).
A = the Current Market Price of one share of Common Stock (at the date of exercise).
B = Exercise Price (as adjusted to the date of exercise)
 1




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Fractional Shares
   Warrant Office Warrant Office
 Ownership of Warrant Article II
 Transfer of Warrants Section 2.3
 Registration Rights
 Acknowledgment of Rights
 Expenses of Delivery of Warrants Section 2.3
 Compliance with Securities Laws
    Section 2.7
 2




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Anti-Dilution Provisions
 Adjustment of Exercise Price and Number of Warrant Shares Article
III Sections 3.1(a)(iii),
(iv) and (v) Section 1.3
 Exercise Price Adjustments
 Adjustment for Stock Splits and Combinations Original Issue Date Section 3.1(a)(i)
 Adjustment for Common Stock Dividends and Distributions Section 3.1(a)(ii)
 Adjustment for Reclassification, Exchange and Substitution Section 3.1(a)
 Reorganizations, Mergers, Consolidations or Sales of Assets Section 3.1(a) Section 3.1(a) Section 3.1(a)
 Rounding of Calculations; Minimum Adjustment Section 3.1(a) Section 1.2 Section 3.1
 3




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Adjustment by Board of Directors Section 3.1 Section 3.1 Section 3.1(a)(i) Section 3.1(a)(i)
 Statement Regarding Adjustments Section 3.1(a) Section
3.1(d)
 Notice to Holders Section 3.1(a) Section 6.6
 Treasury Stock Section 3.1
 Costs
 Reservations of Shares
 Valid Issuance
  Terms Defined
  Acquisition
 Asset Transfer
 4




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Board of Directors
 Common Stock
 Company
 Current Market Price
 Outstanding Article III
 Person
 Securities Act
 Trading Day
 Warrant Section 2.3 Section 6.8
 Warrant Office Section 2.1
 Warrant Shares Article I
  Covenant of the Company
   Miscellaneous
 Entire Agreement
 Governing Law
 Waiver and Amendment
 5




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Illegality
 Copy of Warrant
 Notice
 Limitation of Liability; Not Stockholders
 Exchange, Loss, Destruction, etc. of Warrant Section 6.8 Section 6.8
 Headings
   REMOTE KNOWLEDGE, INC.By:
    
    /s/ Randy S. BayneName:
    
    Randy S. BayneTitle:
    
    President & CEO
 6




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Section
1.1
 Securities Act
 
 
  Assignor
 
 
 
 7