**Exhibit
        10.2**
 
 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 CorporationBy:  /s/
                  Henry HoustonName:
                  Henry Houston, CFO