remote10_10.htm


    Exhibit
      10.10

     

    Remote
      Dynamics, Inc.

    


    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED
      OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
      APPLICABLE STATE SECURITIES LAWS OR REMOTE DYNAMICS, INC SHALL HAVE RECEIVED
      AN
      OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
      ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.

    


    


    PROMISSORY
      NOTE

    


    U.S.
      $1,000,000                                                                                                Date:
      November 30th, 2006

    [Texas]

    


    1. Amount.  REMOTE
      DYNAMICS, INC., a
      Delaware corporation having its principal place of business located at 1155
      Kas
      Drive, Suite 100 Richardson, Texas 75081 (the “Borrower” or “Company”), for
      value received, hereby promises to pay to the order of HFS Minorplanet Funding
      LLC (the “Lender”) having its principal place of business [10004 Cloverdale
      Place, Vienna, VA  22182] (the “Lender”), the amount of One Million
      U.S. Dollars (US $1,000,000) (the “Principal”).

    


    2.  Payment.  Principal
      and Interest, if any, on this Promissory Note (“Note”) will become due on
      December 1st
      2007 (“Maturity Date”).  On the Maturity Date, (a) this Note (and all
      amounts due hereunder) shall be automatically converted into securities of
      the
      Borrower of the same kind issued by Borrower pursuant to its Note and Warrant
      Purchase Agreement, dated November 30, 2006, with the investors listed therein
      (based on a $1,000,000 investment thereunder) and (b),the HFS Minorplanet
      Funding LLC $2 million Unsecured Convertible Promissory Note due July 22, 2007
      (the “Existing Note”) will be cancelled.  The maturity date of the
      Existing Note is hereby extend until December 1, 2007.

     

    3.
      Mandatory Payment by Lender:  The Lender will make a
      mandatory payment to Borrower of at least $20,000 in any given week during
      which
      the Existing Note is cancelled (through mutual consent of the Borrower and
      Lender) in the amount of $40,000.

     

    4.  Interest.  Interest
      on the outstanding principal balance of this Note shall accrue at a rate of
      zero
      percent (0%) per annum and shall be due on the Maturity Date.

    


    4.  Prepayment.  The
      Borrower may prepay without penalty all or any portion of the sums owed
      hereunder.

    


    5.  Replacement.  Upon
      receipt of a duly executed, notarized and unsecured written statement from
      the
      Lender with respect to the loss, theft or destruction of this Note (or any
      replacement hereof), and without requiring an indemnity bond or other security,
      or, in the case of a mutilation of this Note, upon surrender and cancellation
      of
      such Note, the Borrower shall issue a new Note, of like tenor and amount, in
      lieu of such lost, stolen, destroyed or mutilated Note.

    


    
      
        
        

      

      
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     6.  Severability.  In
      the event any one or more of the provisions contained in this Promissory Note
      shall for any reason be held to be invalid, illegal or unenforceable in any
      respect, such invalidity, illegality or unenforceability shall, at the option
      of
      the Lender or any holder hereof, not affect any other provision of this
      Promissory Note, but this Promissory Note shall be construed as if such invalid,
      illegal or unenforceable provision had never been contained herein.

    


    7.  Compliance
      with Securities Laws.  The Lender of this Note
      acknowledges that this Note is being acquired solely for the Lender’s own
      account and not as a nominee for any other party, and for investment, and that
      the Lender shall not offer, sell or otherwise dispose of this Note other than
      in
      compliance with the laws of the United States of America and as guided by the
      rules of the Securities and Exchange Commission.  This Note and any
      Note issued in substitution or replacement therefore shall be stamped or
      imprinted with a legend in substantially the following form:

    


    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED
      OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
      APPLICABLE STATE SECURITIES LAWS OR REMOTE DYNAMICS, INC SHALL HAVE RECEIVED
      AN
      OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
      ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.”

    


    8.   Borrower
      Representations and Warranties.  By countersigning this
      Note, Lender confirms to the Borrower that the representations and warranties
      attached hereto as Exhibit A are true and correct as of the date
      hereof.

    


    9.  Modification.  This
      Promissory Note may only be modified by an agreement in writing executed by
      the
      Borrower and Lender.  The Borrower has the full power, authority and
      legal right to execute and deliver this Promissory Note, and represents that
      this Promissory Note constitutes a valid and binding obligation of the
      Borrower.

    


    10.  Waivers.  Any
      failure of the Lender to exercise any right hereunder shall not be construed
      as
      a waiver of the right to exercise the same or any other right at any other
      time.

    


    11.  Enforcement
      Expenses.  The Borrower agrees to pay all costs and
      expenses of enforcement of this Note, including, without limitation, reasonable
      attorneys' fees and expenses.

    


               12.  Terms
      Defined.  The terms “Borrower” and “Lender” as used in
      this Promissory Note shall include their respective heirs, executors, personal
      representatives, successors and assigns.

    


    13.  Binding
      Effect.  The obligations of the Borrower and the Lender
      set forth herein shall be binding upon the successors and assigns of each such
      party.

    


    14.  Controlling
      Law.  This Note shall be governed by the laws of the
      United States of America and the State of New York, without regard to the
      principles of conflicts laws of those jurisdictions.

     

    
      
        
        

      

      
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    [SIGNATURE
      PAGE FOLLOWS]

    


    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Borrower has executed and delivered this Note as
      of the date first written above.

    


    


    REMOTE
      DYNAMICS,
      INC

    A
      Delaware Corporation

    


    


    


    By:
      ___________________________

         Name:  Neil
      Read

         Title:
      Vice President, Chief Financial Officer,

      Treasurer
      and
      Secretary

    


    ACKNOWLEDGED
      AND AGREED,

    ANS
      CONFIRMED AS TO

    SECTION
      9
      HEREOF:

    


    LENDER

    


    


    By:
      ____________________________

    Name:

    Title:

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [SIGNATURE
      PAGE]

     

    
      
        
        

      

      
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    EXHIBIT
      A

    LENDER
      WARRANTIES AND REPRESENTATIONS

    


    


    1.1  The
      Lender recognizes that the purchase
      of Notes involves a high degree of risk in that (i) an investment in the Company
      is highly speculative and only investors who can afford the loss of their entire
      investment should consider investing in the Company; (ii) the Lender may not
      be
      able to liquidate its investment; (iii) transferability of the Notes is
      extremely limited; and (iv) in the event of a disposition, the Lender could
      sustain the loss of its entire investment.

     

    1.2  The
      Lender represents that the Lender is an “accredited investor” as such term is
      defined in Rule 501 of Regulation D promulgated under the Securities Act of
      1933, as amended (the “Act”), and that the Lender is able to bear the
      economic risk and illiquidity of an investment in the Notes.

     

    1.3  [____]  If
      the box to the left is marked, the Lender represents that the Lender is a
“qualified institutional buyer” as that term is defined in Rule 144A of the
      Act.

     

    1.4  The
      Lender hereby acknowledges and represents that (i) the Lender has prior
      investment experience, including investment in non-listed and unregistered
      securities, or that the Lender has employed the services of an investment
      advisor, attorney and/or accountant to read all of the documents furnished
      or
      made available by the Company both to the Lender and to all other prospective
      investors to evaluate the merits and risks of such an investment on the Lender’s
      behalf; (ii) the Lender recognizes the highly speculative nature of an
      investment in the Notes; and (iii) the Lender is able to bear the economic
      risk
      and illiquidity which the Lender assumes by investing in the Notes.

     

    1.5  The
      Lender (i) hereby represents that the Lender has been furnished by the Company
      during the course of this transaction with all information regarding the Company
      which the Lender has requested or desired to know; (ii) has been afforded the
      opportunity to ask questions of and receive answers from duly authorized
      officers or other representatives of the Company concerning the terms and
      conditions of the Notes; and (iii) has received any additional information
      which
      the Lender has requested.

     

    1.6  (a)  To
      the extent necessary, the Lender has retained, at its own expense, and relied
      upon the advice of appropriate professionals regarding the investment, tax
      and
      legal merits and consequences of this Agreement and its purchase of the Notes
      hereunder.

     

    (b)  The
      Lender covenants that no Notes were offered or sold to it by means of any form
      of general solicitation or general advertising, and in connection therewith
      the
      Lender did not (i) receive or review any advertisement, article, notice or
      other
      communication published in a newspaper or magazine or similar media or broadcast
      over television or radio, whether closed circuit or generally available; or
      (ii)
      attend any seminar, meeting or industry investor conference whose attendees
      were
      invited by any general solicitation or general advertising.

     

    1.7  The
      Lender hereby represents that the Lender is purchasing the Notes for the
      Lender’s own account for investment and not with a view toward the resale or
      distribution thereof to others.  The Lender agrees that the Lender
      will not sell or otherwise transfer the Notes unless they are registered under
      the Act or unless an exemption from such registration is available.

     

    1.8  The
      Lender understands and hereby acknowledges that the Notes it is purchasing
      are
      characterized as “restricted securities” under federal securities laws inasmuch
      as they are being acquired from the Company in a transaction not involving
      a
      public offering and that under such laws and applicable regulations such
      securities may be resold without registration under the Act only in certain
      limited circumstances.  In this connection, Lender represents that it
      is familiar with Rule 144 promulgated under the Act, as presently in effect,
      and
      understands the resale limitations imposed thereby and by the Act.

     

    1.9  The
      Lender understands and hereby acknowledges that the Company is under no
      obligation to register the Notes under the Act or any state securities or “blue
      sky” laws.  The Lender consents that the Company may, if it desires,
      permit the transfer of the Notes out of the Lender’s name only when the Lender’s
      request for transfer is accompanied by an opinion of counsel reasonably
      satisfactory to the Company that neither the sale nor the proposed transfer
      results in a violation of the Act or any applicable state “blue sky” laws
      (collectively the, “Securities Laws”).

     

    1.10  The
      Lender consents to the placement of a legend on any certificate or other
      document evidencing the Notes indicating that such Notes have not been
      registered under the Act or any state securities or “blue sky” laws and setting
      forth or referring to the restrictions on transferability and sale thereof
      contained in this Agreement. The Lender is aware that the Company will make
      a
      notation in its appropriate records and issue “stop transfer” instructions to
      its transfer agent with respect to the restrictions on the transferability
      of
      such Notes.

     

    1.11  The
      Lender represents that the Lender has full power and authority (corporate,
      statutory and otherwise) to purchase the Notes.