AGREEMENT

     

    THIS
AGREEMENT is made and entered into this ­­­__ day of September,
2009, by Remote Dynamics, Inc. (the “Company”) and HFS
Minorplanet Funding LLC (“HFS”).

     

    Statement of
purpose

     

    Remote
Dynamics, Inc. (the “Company”) and HFS
entered into a Note and Warrant Purchase Agreement dated as of November 30, 2006
(the “Series B
Purchase Agreement” and together with the Notes, the Warrants, the
Security Agreement, the Registration Rights Agreement and other agreements
entered into in connection therewith, the “Series B
Agreements).

     

    Pursuant
to the terms of the Series B Purchase Agreement and that certain Promissory
Note, dated as of November 30, 2006, by and between the Company and HFS (as
amended), the Company issued to HFS

     

    (a):

     

    
      	
              ·  

            	
              Series
      B Subordinated Secured Convertible Promissory Note Dated December 4, 2006
      (No. CN-B-06-2); Face Amount
$50,000

            


    

     

    
      	
              ·  

            	
              Series
      B Subordinated Secured Convertible Promissory Note Dated January 10, 2007
      (No. CN-B-06-2); Face Amount
$50,000

            


    

     

    
      	
              ·  

            	
              Series
      B Subordinated Secured Convertible Promissory Note Dated March 28, 2007
      (No. CN-B-06-2C); Face Amount
$50,000

            


    

     

    
      	
              ·  

            	
              Series
      B Subordinated Secured Convertible Promissory Note Dated May 8, 2007 (No.
      CN-B-06-A1); Face Amount $1,000,000

            


    

     

    
      	
              ·  

            	
              Series
      B Subordinated Secured Convertible Promissory Note Dated May 21, 2008 (No.
      CN-B-06-2D); Face Amount $50,000

            


    

     

    
      	
              ·  

            	
              Original
      Issue Discount Series B Subordinated Secured Convertible Promissory Note
      Dated December 4, 2006 (No. ZCN-A-06-2); Face Amount
    $20,000

            


    

     

    
      	
              ·  

            	
              Original
      Issue Discount Series B Subordinated Secured Convertible Promissory Note
      Dated January 10, 2007 (No. ZCN-A-06-2); Face Amount
    $20,000

            


    

     

    
      	
              ·  

            	
              Original
      Issue Discount Series B Subordinated Secured Convertible Promissory Note
      Dated March 28, 2007 (No. ZCN-A-06-2C); Face Amount
  $20,000

            


    

     

    
      	
              ·  

            	
              Original
      Issue Discount Series B Subordinated Secured Convertible Promissory Note
      Dated May 8, 2007 (No. ZCN-A-06-A1); Face Amount
  $400,000

            


    

     

    
      	
              ·  

            	
              Original
      Issue Discount Series B Subordinated Secured Convertible Promissory Note
      Dated May 21, 2008 (No. ZCN-A-06-2D); Face Amount
  $100,000

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (the
“HFS Notes”)
and

     

    (b)

     

    
      	
              ·  

            	
              Series
      F-4 and E-7 Warrants Dated December 4,
2006

            


    

     

    
      	
              ·  

            	
              Series
      F-4 and E-7 Warrants Dated January 10,
2007

            


    

     

    
      	
              ·  

            	
              Series
      F-4 and E-7 Warrants Dated March 28,
2007

            


    

     

    
      	
              ·  

            	
              Series
      F-4 and E-7 Warrants Dated May 8,
2007

            


    

     

    
      	
              ·  

            	
              Series
      F-4 and E-7 Warrants Dated May 21,
2008

            


    

     

    (the
“HFS
Warrants”).

     

    HFS
desires to convert the HFS Notes into shares of the Company’s common stock, par
value $.0001 per share (“Common Stock”), based
on the conversion price applicable under the HFS Notes.

     

    HFS has
requested that the Company waive certain provisions of the HFS Notes to
facilitate the HFS Conversion.

     

    NOW, THEREFORE, the Company
and HFS agree as follows:

     

    1.           HFS
Conversion.  HFS hereby irrevocably elects to convert the HFS
Notes, in whole (including all outstanding amounts due and owing from the
Company under the HFS Notes), into 18,756,355,556
shares of Common Stock (the “HFS
Conversion”).    The HFS Conversion shall be
effective upon the date that the Company increases the number of its authorized
shares of Common Stock to an amount sufficient to complete the HFS
Conversion.

    


    2.           Notice Under and Waiver of
Section 3.4 of the HFS Notes.   HFS hereby notifies the
Company that HFS would like to waive Sections 3.4(a) and 3.4(b) of the HFS Notes
with regard to any or all shares of Common Stock issuable upon conversion of the
HFS Notes.  The Company hereby waives the 61-day notice requirement
under Sections 3.4(a) and 3.4(b) of the HFS Notes with respect to the foregoing
waiver by HFS.

     

    3.           Cancellation of HFS Notes
and HFS Warrants.  Concurrently with the effectiveness of the
HFS Conversion, (a) HFS shall deliver the HFS Notes and the HFS Warrants to the
Company for cancellation, and (b) any and all obligations of the Company under
the HFS Notes or the HFS Warrants shall be cancelled and of no further force or
effect, and (c)

     

    4.           Release.  Effective
upon completion of the HFS Conversion, HFS waives and releases the Company from
any and all claims or causes of action (whether in law or equity) arising under
or relating to the HFS Notes, the HFS Warrants or the Series B Agreements which
HFS had, has, or may have through the date of the HFS Conversion or that
thereafter accrues, based on actions occurring through the date of the HFS
Conversion.

     

    
      
         

      

      
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    5.           Counterparts.  This
Agreement may be executed in two or more counterparts, any one of which need not
contain the signature of more than one party and all of which taken together
shall constitute one and the same agreement.

     

    6.           Authority.  Each
person executing this Agreement on behalf of a party hereto, for himself or
herself and on behalf of the party for which he or she is executing, represents
and warrants that he or she has received all necessary power and authority to do
so and to bind the entity on whose behalf he or she signs this Agreement and,
further, that all necessary Agreements and/or approvals for such entity to enter
into this Agreement have been obtained or waived.

     

    7.           Binding
Effect.  This Agreement is and shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

     

    8.           Governing
Law.  This
Agreement shall be governed by the laws of the State of Texas, exclusive of the
choice of law and conflict of law rules of that state.  Each of the
parties agrees that venue for any dispute arising under this Agreement will lie
exclusively in the state or federal courts located in Texas, and the parties
irrevocably waive any right to raise forum non conveniens or any other argument
that Texas is not the proper venue. Each of the parties irrevocably consents to
personal jurisdiction in the state and federal courts of the State of
Texas.

     

    


     

    IN WITNESS WHEREOF, the
undersigned have executed the above and foregoing Agreement upon the day and
year first written above.

     

    
      	
              HFS
      Minorplanet Funding LLC

               

               

              By: ___________________________

                   
      Name:_______________________

                   
      Title:________________________

            
	 
	 
	 
	
              Remote
      Dynamics, Inc.

               

              By:
      ___________________________

                   Name:
      Gary Hallgren

                   Title:   Chief Executive
      Officer

            


    

    


    
      
         

      

      
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