**Exhibit
          10.8**
 
 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 John Phelps, 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 Noteis 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 7th
              day of June, 2007.
  Holders
                        Address
                    
                    Maker:REMOTE
                        KNOWLEDGE, INC.,a
                        Delaware CorporationBy:  /s/
                        Henry HoustonName:  Henry
                        Houston CFO
 
 Guarantors:
                      Alan
                          Granader/s/
                          Alan GranaderDan
                          Granader/s/
                          Dan GranaderRandy
                          S. Bayne/s/
                          Randy S. Bayne
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