**Exhibit 10.2****LOAN AGREEMENT**     THIS LOAN AGREEMENT (this “Agreement”) is effective as of the ___day of August, 2005, by andamong REMOTE KNOWLEDGE, INC., a Delaware corporation (the “Borrower”), Leonard Nagel, not in hisindividual capacity, but, solely in his capacity as trustee for the Alan Granader IrrevocableFamily Trust, and Daniel Granader, Alan Granader, Harry Granader and Neil Granader as individuals(each a “Lender” and collectively, the “Lenders”).**W I T N E S S E T H :**     WHEREAS, the Borrower has requested the Lenders to extend a secured loan in the originalprincipal amount of Three Million Six Hundred Thousand and No/100 Dollars ($3,600,000.00) to beused for marketing, sales, working capital and other general corporate purposes; and     WHEREAS, each Lender is willing and prepared to extend such a secured loan to the Borrowerupon the terms and subject to the conditions hereinafter set forth and in the amounts set forth onExhibit A.     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereincontained and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the undersigned hereby agree as follows:1. DEFINED TERMS.     “Business Day” shall mean a day (other than a Saturday or Sunday) on which banks generally areopen in Houston, Texas.     “Collateral” shall have the meaning set forth in the Security Agreement.     “Funding Date” shall mean each of those dates shown on Schedule I as dates on which theLenders are obligated to disburse funds to the Borrower.     “Intellectual Property” means any and all of the Borrower’s (a) patents and patentapplications, and all inventions and improvements described and claimed therein, (b) copyrights,rights and interests in copyrights, works protectable by copyright, copyright registrations andcopyright applications, (c) trademarks (including service marks), trade names, trade dress, tradesecrets and trade styles and the registrations and applications for registration thereof and thegoodwill of the business of the foregoing and (d) such other intellectual property including, butnot limited to, database management systems and software, whether or not a registration orapplication for a patent, copyright or trademark has been made, and all other rights under any ofthe (a), (b), (c) or (d), all extensions, renewals, reissues, divisions, continuations andcontinuations-in-part of any of the foregoing, and all rights to royalties, to sue for past,present, and future infringement of any of the foregoing.     “Majority Lenders” shall mean more than fifty percent in both (i) the number of Lenders and(ii) the amount of Loans outstanding.     “Registration Rights Agreement” means that certain registration rights agreement dated as ofFebruary 27, 2004 by and among the Company and certain of its shareholders including the Lendersunder this Agreement as amended and in effect from time to time.2. SECURED LOAN. The Lenders agree to make a loan to the Borrower in theaggregate principal amount of Three Million Six Hundred Thousand and No/100 Dollars ($3,600,000.00)(the “Loan”). The Loan will be disbursed by the Lenders to the Borrower in **[five]**tranches as setforth in Schedule 1 hereto. The Loan shall accrue
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interest at the rate of five (5) percent per annum, payable together with the principal amount thenoutstanding on August 1, 2008 (the “Maturity Date”).3. SECURED PROMISSORY NOTES. The obligation of the Borrower to repay the Loanshall be evidenced by one or more Secured Convertible Promissory Notes, a form of which is attachedhereto as Exhibit A, executed by the Borrower and payable to the order of the Lenders (the“Notes”). The Notes shall be convertible into common stock, par value $.001 per share, of theBorrower on the Maturity Date or on such earlier date as set forth in the Notes.4. WARRANTS. The Borrower shall issue to each Lender a warrant for the number ofshares equal to four thousand (4,000) shares for each one thousand dollars ($1,000.00) of principaladvanced by such Lender under this Agreement with an exercise price of seventy-five cents per share(each such warrant, a “Warrant”). The aggregate number of shares by all Warrants issued pursuantto this Agreement shall not exceed fourteen million four hundred thousand (14,400,000) shares onthe date of issuance of the Warrants.5. CONDITIONS TO EFFECTIVENESS AND LENDING. (a) This Agreement shall becomeeffective on and as of the first date (the “Effective Date”) on which the following conditionsprecedent have been satisfied, unless otherwise waived by the Majority Lenders:               (i) The representations and warranties contained herein and in the SecurityAgreement shall be true and correct as of the Effective Date as if made on the Effective Date.               (ii) No Event of Default shall have occurred and be continuing.               (iii) The Borrower shall have executed and delivered to Daniel Granader, ascollateral agent for the Lenders that certain Security Agreement (the “Security Agreement”) of evendate herewith, pursuant to which the Borrower has granted to the Lenders a lien and securityinterest in and to all of the Borrower’s Intellectual Property and certain personal propertylocated in the State of Missouri to secure payment of the Notes.               (iv) No judgment creditor of the Borrower shall have executed, or initiatedproceedings to execute, one or more judgments for the payment of money.               (v) Each party hereto shall have delivered to Daniel Granader, as collateral agentfor the Lendersduly executed counterparts of (A) this Agreement; (B) the Security Agreement; (C)the Notes and (D) the Warrants.     (b) The obligations of the Lenders to fund the loans set forth on Schedule 1 heretoare subject to the following conditions precedent:               (i) The representations and warranties contained herein and in the SecurityAgreement shall be true and correct as of the Funding Date as if made on the Funding Date.               (ii) No Event of Default shall have occurred and be continuing.6. CONDITIONS SUBSEQUENT. The Borrower shall file and record the ground leasedeed of trust over the property located at 4260 West Highway 86, Joplin, Missouri (the “Deed ofTrust”) within ten (10) days of the date on which this Agreement is executed and delivered.7. REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders to make theLoans hereunder, the Borrower hereby makes the following representations and warranties to theLenders:
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     (a) The Borrower is (i) a corporation duly organized, validly existing and in goodstanding under the laws of the State of Delaware and (ii) is duly qualified as a foreigncorporation to do business and is in good standing under the laws of each jurisdiction in which itis required to be qualified to conduct its business.     (b) The execution, delivery and performance by the Borrower of this Agreement, theSecurity Agreement, the Deed of Trust and the Notes and the consummation of the transactionscontemplated hereby and thereby, are within the Borrower’s corporate powers, have been dulyauthorized by all necessary corporate action, and do not contravene its charter, by-laws or anyfederal, state or local law, order or decree applicable to the Borrower.     (c) No authorization or approval or action by, and no notice to or filing with, anygovernmental authority or regulatory body or any other third party is required for the dueexecution, delivery and performance by the Borrower of this Agreement or the Notes.     (d) This Agreement has been, and each of the Security Agreement, the Deed of Trustand the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower.This Agreement constitutes, and each of the Security Agreement, the Deed of Trust and the Noteswhen delivered hereunder will constitute, the legal, valid and binding obligations of the Borrowerenforceable against the Borrower in accordance with their respective terms, except asenforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcementof creditors’ rights generally, and by equitable principles (regardless of whether enforcement issought in equity or at law).     (e) The Borrower is not an Investment Company, as such term is defined in theInvestment Company Act of 1940, as amended.     (f) The Borrower has no subsidiaries.     (g) The Borrower has filed all federal, state, local and tax returns required to befiled by it, and has paid all federal, state, local and other taxes, assessments, fees and othergovernmental charges levied or imposed upon the Borrower, or its properties, income or assets orshown in such returns to be due and payable, or are otherwise due and payable, except those whichare being contested in good faith and for which adequate reserves have been provided.8. COVENANTS. So long as the loans remain unpaid or any Lender shall have anycommitment hereunder, the Borrower will:     (a) Compliance with laws. Comply, in all material respects, with allapplicable laws, rules, regulations and orders.     (b) Payment of taxes, etc. Pay all federal, state, local and other taxes,assessments, fees and other governmental charges levied or imposed upon the Borrower, or itsproperties, income or assets, before any penalty or interest accrues thereon, except for such asare being contested in good faith and for which adequate reserves have been provided.     (c) Preservation of Corporate Existence. Preserve and maintain itscorporate existence and franchises, and be and remain qualified to do business as a foreigncorporation under the laws of each jurisdiction in which it is required to be qualified to conductits business.     (d) Visitation Rights. During normal business hours and upon reasonablenotice from time to time, permit each of the Lenders or any agents or representatives thereof, toexamine and make copies of and abstracts from the records and books of account of (excluding anyconfidential information), and visit the properties of the Borrower, and to discuss the affairs,finances and accounts of the Borrower with the appropriate officers or representatives of theBorrower.
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     (e) Keeping of Books. Keep proper books of record and account, in whichfull and correct entries shall be made of all financial transactions and the assets and business ofthe Borrower, in accordance with generally accepted accounting principles.     (f) Maintenance of Properties. The Borrower shall (i) maintain, preserveand protect all of its properties, assets and equipment necessary, used, or useful in the conductof its business in good working order and condition, ordinary wear and tear excepted, and suppliedwith all necessary equipment, (ii) make or cause to be made all necessary repairs, renewals,replacements, betterments and improvements thereof, all as in the judgment of the Borrower may benecessary so that the business carried on in connection therewith may be properly conducted at alltimes and (iii) use the standard of care typical in the industry in the operation and maintenanceof its facilities; provided that nothing in this Section 8(f) shall prevent the Borrower fromdiscontinuing the operation or maintenance of any of the Borrower’s property if (A) the propertydiscontinued from operation or maintenance does not constitute a material portion of the Borrower’sproperty and (B) such discontinuance is, in the judgment of the Borrower and its board ofdirectors, desirable in the conduct of its business and is not disadvantageous in any materialrespect to the Lenders’ interests in the Collateral.     (g) Reporting Requirements. The Borrower shall furnish to each of theLenders:               (i) As soon as available and in any event within sixty (60) days after the end ofeach of the first three quarters of each fiscal year, the balance sheet of the Borrower as of theend of such quarter and the statements of income and cash flows of the Borrower for the periodcommencing at the end of the previous fiscal year and ending with the end of such quarter, dulycertified (subject to year-end audit adjustments) by the chief financial officer, treasurer orcontroller of the Borrower as having been prepared in accordance with generally accepted accountingprinciples;               (ii) As soon as available and in any event within one hundred twenty (120) daysafter the end of each fiscal year of the Borrower, a copy of the annual audited report for suchyear for the Borrower, containing the balance sheet of the Borrower as of the end of such fiscalyear and the statements of income and cash flows of the Borrower for such fiscal year;               (iii) As soon as possible and in any event within ten (10) Business Days after theoccurrence of each Event of Default continuing on the date of such statement, a statement of thechief financial officer or chief executive officer setting forth details of such Event of Defaultand the action that the Borrower has taken and proposed to take with respect thereto;               (iv) Prompt notice of all actions and proceedings before any court, governmentalagency or arbitrator materially and adversely affecting the Borrower; and               (v) Such information respecting the Borrower as any Lender may from time to timereasonably request.     (h) Use of Proceeds. The proceeds of the Loans shall be used for generalcorporate purposes and to pay certain outstanding obligations of the Borrower.     (i) Registration Rights. The Company agrees to register on behalf of theholder of Note, any Common Stock, issued upon conversion of such Note in accordance with the termsof Section 2 thereof, pursuant to the terms of the Registration Rights Agreement.     (j) Further Assurances. The Borrower shall from time to time execute anddeliver, or cause to be executed and delivered, such additional instruments, certificates ordocuments, and take such actions, as the Majority Lenders may reasonably request for the purposesof implementing or effectuating the provisions of this Agreement and the Security Agreement, or ofmore fully perfecting or renewing the rights of the Lenders with respect to the Collateral (or withrespect to any additions thereto or replacements or proceeds thereof). In furtherance of thisagreement, the Borrower shall promptly, and in any event within ten (10) Business Days after
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receipt of the Majority Lenders’ written request, execute, deliver, file, record and completeany and all instruments, agreements, and documents that the Majority Lenders may require for any ofthe foregoing purposes, including the completion, execution, acknowledgement and delivery of anynotices, instruments, supplemental assignments and any other documents necessary for compliancewith, or perfection under, any federal or state law, rule or regulation affecting perfection,priority and assignment, or with respect to, or as a result of, any amendment, enactment, judicialdecision or change regarding the laws, rules or regulations with respect to deeds of trust,mortgages, liens, pledges or security interests. Upon the exercise by the Lenders of any power,right, privilege or remedy pursuant to this Agreement which requires any consent, approval,recording, qualification or authorization of any federal, state or local governmental authority,the Borrower will execute and deliver, or will cause the execution and delivery of, allapplications, certifications, instruments and other documents and papers that may be required toobtain such consent, approval, recording, qualification or authorization.     9. EVENT OF DEFAULT. (a) As used herein, the term “Event of Default” shall meanand include each or all of the following events:               (i) the Borrower shall fail to pay, within ten (10) days when due, any amountsrequired to be paid by the Borrower under this Agreement, the Security Agreement, the Deed of Trustor the Notes;               (ii) the Borrower shall file a petition in bankruptcy or for reorganization or foran arrangement pursuant to any present or future state or federal bankruptcy act or under anysimilar federal or state law, or shall be adjudicated a bankrupt or insolvent, or shall make ageneral assignment for the benefit of his creditors, or shall be unable to pay his debts generallyas they become due; or if a petition or answer proposing the adjudication of the Borrower asbankrupt or its reorganization under any present or future state or federal bankruptcy act or anysimilar federal or state law shall be filed in any court and such petition or answer shall not bedischarged or denied within thirty (30) days after the filing thereof; or if a receiver, trustee orliquidator of the Borrower or of all or substantially all of the assets of the Borrower shall beappointed in any proceeding brought against the Borrower and shall not be discharged within thirty(30) days of such appointment; or if the Borrower shall consent to or acquiesce in suchappointment; or if any property of the Borrower shall be levied upon or attached in any proceeding;               (iii) one or more judgment creditors shall have executed, or initiated proceedingsto execute, one or more judgments for the payment of money in excess of $100,000;               (iv) after the date hereof, final judgment(s) for the payment of money in excess of$100,000, individually or in the aggregate, shall be rendered against the Borrower and shall remainundischarged for a period of thirty (30) days during which execution shall not be effectivelystayed; or               (v) all or any portion of the property subject to the Security Agreement or the Deedof Trust, or the legal, equitable or any other interest therein, shall be sold, transferred,assigned, leased or otherwise disposed of unless the prior written consent of the Majority Lendersis first obtained.     (b) Upon the occurrence of an Event of Default, the Majority Lenders may, at theiroption, exercise any and all of the following rights and remedies (in addition to any other rightsand remedies available to the Lenders):               (i) without notice, declare immediately due and payable all unpaid principal of andaccrued interest on the Notes, together with all other sums payable hereunder or under the Notes,and the Notes shall thereupon be immediately due and payable without presentment or other demand,protect, notice of dishonor or any other notice of any kind **(including notice of intent toaccelerate maturity and notice of acceleration of maturity)**, all of which are hereby expresslywaived; and               (ii) exercise all of their rights or remedies under this Agreement, the Notes, theDeed of Trust and the Security Agreement.
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10. NOTICES. All notices, consents, requests, demands and other communicationshereunder shall be given to or made upon the respective parties hereto at their respectiveaddresses specified below or, as to any party, at such other address as may be designated by it ina written notice to the other party. All notices, requests, consents and demands hereunder shallbe effective (a) upon personal delivery, or (b) one (1) Business Day after deposit with anationally-recognized overnight courier service, or (c) three (3) Business Days after deposit withregistered or certified, first class mail, postage prepaid.IF TO THE LENDERS:c/o Daniel Granader