ex10_54.htm


    
      

    

    Exhibit
10.54

    


    
      
        	
                US
      $100,000.00

              	
                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 Robert K. McDonald, 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 Thousand Dollars ($100,000).

    


    1.         Interest. As soon as
practical after delivery of this Note to Holder and transfer of funds to Maker,
Maker shall deliver to Holder Thirty-three Thousand Three Hundred Thirty-three
shares (33,333) 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, Eleven Thousand One
Hundred Eleven shares (11,111) 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.

    


    (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

    

      
        
           


        

        
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    IN
WITNESS WHEREOF, this Note has been duly executed to be effective as of the 11th
day of July, 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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