exv10w2



 







Exhibit 10.2




			
	 	 	 
	US $800,000
	 	March 14, 2006






GUARANTEED

PROMISSORY NOTE

(Non-Negotiable)




     FOR VALUE RECEIVED, the undersigned, Remote Knowledge, Inc., a Delaware corporation
(“Maker”), promises to pay to the order of Robert D. Duncan, or any successor holder of
this Note (“Holder”), at 1900 West Loop South, Suite 1300, Houston, Texas 77027, or such
other place as Holder may designate, the principal amount of Eight Hundred Thousand Dollars
($800,000).



     1. Interest. No interest shall accrue on the outstanding principal balance of this Note.
Following any default, interest shall accrue on the outstanding principal balance hereof at the
fixed rate of 10% per annum.



     2. Payments. All outstanding principal and interest shall be payable on June 15, 2006 (the
“Maturity Date”). All payments shall first be applied to penalties, expenses and costs of
collection then to interest and finally to the principal amount of the loan.



     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. Guaranty. Payment of this Note is and shall be guaranteed by this performance pledge (the
“Guaranty”) by Alan Granader, Dan Granader and Harry Granader (the “Guarantors”).
This Guaranteed Promissory Note is 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”).



          (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
Guarantors 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 Guarantors, to
institute suit or exhaust its remedies against Maker or others. THE GUARANTORS HEREBY IRREVOCABLY
AGREE THAT, UNTIL PAYMENT IN FULL TO HOLDER OF THE GUARANTEED OBLIGATIONS, THE GUARANTORS SHALL
HAVE NO RIGHT TO RECOVER FROM MAKER ANY CLAIMS THE GUARANTORS 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 GUARANTORS MAY NOW OR
HEREAFTER HAVE UNDER ANY AGREEMENT OR AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY LAW
SUBROGATING THE GUARANTORS 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.




          (c) In addition to this guarantee of repayment, the Guarantors have entered into a
Put Agreement dated even date herewith with respect to 400,000 shares of the $.001 par value common
stock of the Maker owned by the Guarantors prior to making this Loan and which are being assigned
to the Holder as additional consideration for entering into this Loan transaction.




 









 








          (d) As additional compensation to the Holder, in the event of a default as set forth
hereinafter, the Guarantors shall be required to jointly and severally issue a total of 6,667
shares of the Maker’s common stock owned by them at the time of the default for each day after the
Maturity Date that the principle amount of the Note remains unpaid (the Penalty Payment). In the
event that partial payment of the principle is made, the amount of the Penalty Payment will be
reduced in proportion to the amount of the principle that has been paid. However, Penalty Payments
shall accrue until such time as the full amount of the principle is paid.




     5. 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.




     6. 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.



     7. 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.



     8. Usury. No provision of this Note shall require the payment or permit the collection of
interest in excess of the maximum permitted by law. If any excess interest is herein provided for,
or shall be adjudicated to be so, the provisions of this Section shall govern, and neither Maker
nor its successors or assigns shall be obligated to pay the amount of such interest to the extent
that it is in excess of the amount permitted by law, and any such amount paid, at the option of
Holder, shall either be applied against the principal balance of this Note due at maturity or
rebated to Maker within 30 days after such determination.



          All sums contracted for, charged or received by Holder for the use, forbearance or detention
of the indebtedness evidenced by this Note shall, to the extent required to avoid or minimize usury
and to the extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full sated term of this Note so that the interest rate does not exceed the maximum
nonusurious rate of interest permitted for that day by whichever applicable federal, Delaware or
Texas laws permits the higher interest rate, stated as a rate per annum. The provisions of this
Section shall control all agreements, whether now or hereafter existing and whether written or
oral, between Maker and Holder.




     9. Transfer. This Note is not transferable by the Holder without the express written
permission of Maker which shall not be unreasonably withheld.



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     10. Governing Law. All amounts payable hereunder are payable in lawful money of the United
States of America. Except as set forth in Section 8 above, 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.




          (c) Neither the execution and delivery of this Note, nor the performance by Maker of
its obligations hereunder, will (i) require the consent of any other party to any agreement or
commitment by which Maker is bound, (ii) with or without the giving of notice or the lapse of time
or both, conflict with or result in a breach of any terms or provisions of, or result in the
creation or imposition of any lien, claim, charge or encumbrance upon Maker’s assets under any
material agreements or other instrument, or (iii) violate any applicable law, rule, regulation,
judgment, decree or order of any court or governmental instrumentality.




     12. Representations and Warranties of Guarantors. Each Guarantor individually represents and
warrants to Holder as follows:



          (a) Guarantor has 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 Guarantor, enforceable against Guarantor 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 Guarantor 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 Guarantor of this Guaranty Agreement or the validity or enforceability thereof.




          (d) Guarantor has, independently and without reliance upon Maker and based upon such
documents and information as Guarantor has deemed appropriate, made its own analysis and decision
to become a Guarantor of this Guaranteed Promissory Note




     IN WITNESS WHEREOF, this Note has been duly executed to be effective as of the 14 day of
March, 2006.



	 	 	 	 	 	 	 	 	 
	 	 	Maker:	 	REMOTE KNOWLEDGE, INC.,	 	 
	 	 	 	 	a Delaware Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Randy Bayne
 

	 	 
	 	 	 	 	Name: Randy Bayne	 	 
	 	 	 	 	Title: CEO	 	 






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	 	 	Guarantors:	 	ALAN GRANADER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Alan Granader	 	 
	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	STATE OF Michigan

	 	}	 	 	 	 
	 

	 	 	 	} ss.	 	 
	COUNTY OF Oakland

	 	}	 	 	 	 






     The foregoing instrument was acknowledged before me this 9th day of March 2006 by Alan
Granader.



	 	 	 	 	 
	 	 	 
	 	                                             /s/ Marilyn J. Holden
 	 
	 	Notary Public 	 
	 	My Commission Expires: January 29, 2008 	 



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	 	DAN GRANADER
	 
	 	 
	 

	 	Dan Granader






	 	 	 	 	 	 	 
	STATE OF Montana

	 	}	 	 	 	 
	 

	 	 	 	} ss.	 	 
	COUNTY OF Missoula

	 	}	 	 	 	 






     The foregoing instrument was acknowledged before me this 8 day of March 2006 by Dan
Granader.



	 	 	 	 	 
	 	 	 
	 	     /s/ Mark C. Dvarishkis
 	 
	 	Notary Public 	 
	 	My Commission Expires: 8/1/08 	 
	 



	 	 	 	 	 
	 

	 	HARRY GRANADER	 	 
	 
	 	 	 	 
	 

	 	/s/ Harry Granader
 

	 	 






	 	 	 	 	 	 	 
	STATE OF Michigan

	 	}	 	 	 	 
	 

	 	 	 	} ss.	 	 
	COUNTY OF Oakland

	 	}	 	 	 	 






     The foregoing instrument was acknowledged before me this 9th day of March
2006 by Harry Granader.



	 	 	 	 	 
	 	 	 
	 	     /s/ Marilyn J. Holden
 	 
	 	Notary Public 	 
	 	My Commission Expires: January 29, 2008 	 
	 




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