exv10w7



 







Exhibit 10.7




	 	 	 
	 
	 	 
	US $750,000.00

	 	May 22, 2006






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 John R. Huff, or any successor holder of this
Note (“Holder”), at Holders office, or such other place as Holder may designate, the
principal amount of Seven Hundred Fifty Thousand Dollars ($750,000).



     1. Security. Payment of this note and interest is secured by 3 shares of issued, fully paid
and outstanding common stock of the Maker for each one dollar ($1.00) of principal amount, Two
Million Two Hundred Fifty Thousand shares (2,250,000). Such shares are fully paid issued and
outstanding and are owned by certain members and affiliated entities of the Granader family, and
shall be accompanied by executed stock powers. Such shares shall be held in trust by Holder, and
upon payment of the principal Holder shall release all such shares.



     2. Interest. As soon as practical after delivery of this Note to Holder and transfer of funds
to Maker, Maker shall deliver to Holder Two Hundred Fifty Thousand shares (250,000) 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. Such shares were previously owned by
certain members or affiliates of the Granader family. At the end of each month following default
in payment of principle and continuing until principle is paid in full, Eighty-three Thousand
three Hundred Thirty-three shares (83,333) of Makers common stock shall be transferred to Holder
from the shares held as security, as additional interest.



     3. Payments. All outstanding principal shall be payable on November 27, 2006 (the
“Maturity Date”).



     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.




 









 





     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. 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,




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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




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IN
WITNESS WHEREOF, this Note has been duly executed to be effective as
of the 22nd day of May, 2006.



	 	 	 	 	 	 	 	 	 
	Holders Address	 	 	 	Maker:	 	 
	11911 FM 529	 	 	 	REMOTE KNOWLEDGE, INC.,	 	 
	Houston, Texas 77041	 	 	 	a Delaware Corporation                     	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Randy Bayne	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	 	 	Name: Randy Bayne	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Guarantors:	 	ALAN GRANADER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Alan Granader	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DAN GRANADER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Dan Granader	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	HARRY GRANADER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Harry Granader	 	 
	 	 	 	 	 	 	 






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