ex10_44.htm


    
      

    

    Exhibit
10.44

    


    
      
        	
                US
      $65,000.00

              	
                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 Randy S. Bayne, or any successor holder of this
Note (“Holder”), at Holders
office, or such other place as Holder may designate, the principal amount of
Sixty-five Thousand Dollars ($65,000).

    


    1.         Interest. As soon as
practical after delivery of this Note to Holder and transfer of funds to Maker,
Maker shall deliver to Holder Twenty-one Thousand Six Hundred Sixty-seven shares
(21,667) 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, Seven Thousand Two
Hundred Twenty-two shares (7,222) 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.         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.

    


    4.         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.

    


    5.         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.

    


    6.         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.

    


    7.         Transfer.  This
Note is not transferable by the Holder without the express written permission of
Maker which shall not be unreasonably withheld.

    


    8.         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.

    


    9.         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.

    


    IN
WITNESS WHEREOF, this Note has been duly executed to be effective as of the
11th day of
May, 2007.

    


    


    
      
        	
                Holders
      Address

              	
                Maker:

              
	 
      	
                REMOTE
      KNOWLEDGE, INC.,

              
	 
      	
                a
      Delaware Corporation

              
	 
      	 
      
	 
      	
                By:
      /s/ Henry
      Houston

              
	 
      	 
      
	 
      	
                Name:
      Henry Houston,
      CFO

              


      

    

     

     

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