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Exhibit 10.4
 REMOTE KNOWLEDGE, INC.
 SUBSCRIPTION AGREEMENT
 May 22, 2006
 
  The Offering Subscriber Company 2,000 8,000,000
 Acquisition of Securities
 Procedure Issuance of Securities 2,000 8,000,000 2,000,000
 Closing. 2,000 $2,000,000 2,000 8,000,000
 Subscription by Subscriber
 Acceptance of Subscription




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Subscribers Representations and Warranties
 Purchase for Investment
 Investor Qualifications
 Accredited Investor
 Sophisticated Investor
 Other Subscribers
 Restricted Securities
 Companys Reliance




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THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, BUT
HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER
HEREOF. THEY MAY NOT BE OFFERED OR SOLD, AND NO TRANSFER OF THEM
MAY BE MADE, UNLESS (1) THEY ARE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMEMDED, AND APPLICABLE STATE SECURITIES LAWS, OR
(2) THERE IS AVAILABLE AN EXEMPTION FROM SUCH LAWS FOR SUCH OFFER,
SALE OR TRANSFER.
  Companys Representations and Warranties
 Registration Rights Agreement
 Indemnity
 Successors and Assigns
 Notices
 Further Assurances
 Final Agreement




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Counterparts
 Governing Law
  [Signature Pages Follow]




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SUBSCRIPTION SIGNATURE PAGE
 Total of Shares of Series B Preferred Stock Subscribed for
    
    100Total Purchase Price
    
    $100,000Total number of Warrants
    
    400,000Date: July 10, 2006
 Signature(s) of Subscriber: /s/ Eugene F. MorrisPrinted Name of Subscriber(s): OSA Pension & Trust Eugene F. Morris
 Address:
 Telephone Number:Home:Office:
 Social Security Number:
 July 10, 2006
  By:
    
    /s/ Randy S. BayneRandy S. Bayne, President




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SIGNATURE PAGE
 REGISTRATION RIGHTS AGREEMENT
  /s/ Eugene F. MorrisSignatureEugene F. MorrisPrinted NameJuly 10, 2006Date




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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE  ACTS ). NEITHER THIS WARRANT NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO UNDER ALL OF THE APPLICABLE ACTS, OR AN
OPINION OF COUNSEL SATISFACTORY TO REMOTE KNOWLEDGE, INC. TO THE EFFECT THAT SUCH REGISTRATIONS ARE
NOT REQUIRED.
 WARRANT
    OSA PENSION & TRUST EUGENE F. MORRIS Holder Company Section 2.1 Exercise Price 400,000 Common
Stock Article III
 Article IV
 ARTICLE I
  Method of Exercise Section 2.1 Notice Exercise Date
 Net Exercise Exchange
Act




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Y (A-B)
 Where:
    
    X = the number of shares of Common Stock to be issued to the Holder.Y = the number of Warrant Shares being surrendered under the Warrant and pursuant
to the Notice (whether a full or partial exercise thereof).A = the Current Market Price of one share of Common Stock (at the date of
exercise).B = Exercise Price (as adjusted to the date of exercise)
 Fractional Shares
 ARTICLE II
  Warrant Office Warrant Office
 Ownership of Warrant Article II
 Transfer of Warrants Section 2.3
 Registration Rights
 Acknowledgment of Rights




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Expenses of Delivery of Warrants Section 2.3
 Compliance with Securities Laws
    Section 2.7
 ARTICLE III
 Anti-Dilution Provisions
 Adjustment of Exercise Price and Number of Warrant Shares Article
III Sections 3.1(a)(iii),
(iv) and (v) Section 1.3
 Exercise Price Adjustments
 Adjustment for Stock Splits and Combinations Original Issue Date Section 3.1(a)(i)
 Adjustment for Common Stock Dividends and Distributions




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Section 3.1(a)(ii)
 Adjustment for Reclassification, Exchange and Substitution Section 3.1(a)
 Reorganizations, Mergers, Consolidations or Sales of Assets Section 3.1(a) Section
3.1(a) Section 3.1(a)
 Rounding of Calculations; Minimum Adjustment Section 3.1(a) Section 1.2 Section 3.1
 Adjustment by Board of Directors Section 3.1 Section 3.1 Section 3.1(a)(i) Section 3.1(a)(i)




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Statement Regarding Adjustments Section 3.1(a) Section
3.1(d)
 Notice to Holders Section 3.1(a) Section 6.6
 Treasury Stock Section 3.1
 Costs
 Reservations of Shares
 Valid Issuance
 ARTICLE IV
 Terms Defined
  Acquisition




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Asset Transfer
 Board of Directors
 Common Stock
 Company
 Current Market Price
 Outstanding Article III
 Person
 Securities Act
 Trading Day
 Warrant Section 2.3 Section 6.8
 Warrant Office Section 2.1
 Warrant Shares Article I
 ARTICLE V
 Covenant of the Company




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ARTICLE VI
 Miscellaneous
 Entire Agreement
 Governing Law
 Waiver and Amendment
 Illegality
 Copy of Warrant
 Notice
 Limitation of Liability; Not Stockholders
 Exchange, Loss, Destruction, etc. of Warrant Section 6.8




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Section 6.8
 Headings
   REMOTE KNOWLEDGE, INC.By:
    /s/ Randy S. BayneName:
    Randy S. BayneTitle:
    President & CEO




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SUBSCRIPTION NOTICE
 Section
1.1
 Securities Act




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ASSIGNMENT
 Assignor