**Exhibit
        10.12**
 
 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 Robert K. McDonald, 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 11th
                  day of July, 2007.
  Holders
                            Address
                        
                        Maker:REMOTE
                            KNOWLEDGE, INC.,a
                            Delaware CorporationBy:  /s/
                            Henry HoustonName:  Henry
                            Houston
 
  
 Guarantors:
                        Alan
                            Granader/s/
                            Alan GranaderDan
                            Granader/s/
                            Dan GranaderRandy
                            S. Bayne/s/
                            Randy S. Bayne
  
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