exv10w5



 







Exhibit 10.5




PUT AGREEMENT




Noteholder:

Hydie H. McAlister

% James H. McAlister Sr.

3200 Southwest Freeway

Suite 3000

Houston TX, 77027




	 	 	 	 	 
	 

	 	RE:
	 	100,000 Shares of the $.001 Par Value Common Stock of Remote Knowledge, Inc.
Issued in Name of Holder






Dear Sir or Madame,




          The undersigned Guarantors of a Promissory Note by and among the holders and Remote Knowledge,
Inc., a Delaware corporation, hereby agree with you as the fully registered holder and any
successors and assigns (the “Holder”) of the above-referenced Remote Knowledge common stock
(“Stock”) as follows:




          The Holder may elect to cause the Guarantors, jointly and severally but not individually to
purchase all or a portion of the Stock at any time after June 30, 2006 but not later than March 31,
2007 for an amount equal to $.50 per share.




          The Holder shall tender the Stock by delivering certificates representing the number of shares
being put to the Guarantors at c/o Dan Granader, 160 Church Road, Gold Creek, Montana 59733, along
with appropriate irrevocable stock powers of conveyance to the Guarantors. Such conveyance shall
not be affected until all monies have been wired or otherwise paid by Guarantors and received by
the Holder in the proper amount.




          Failure by Guarantors to pay the purchase price within 5 business days of receipt of the
tender pursuant to the terms of this Put Agreement shall constitute a default hereunder and
interest shall accrue on the required purchase price at the rate of 18% per annum commencing from
the date of the tender until the date the amount is paid in full. Any action brought by any party
to enforce the terms of this Agreement shall be brought in the state or federal courts of Harris
County, Texas and an award of attorneys fees and costs may be added to any judgment awarded to the
prevailing party. This Agreement is being made for the benefit of the Holders, their successors
and assigns.




 









 





          In Witness Whereof, the Guarantors have hereunto entered into this Agreement as a legally
binding contract, enforceable against them in accordance with the terms hereof.




          Dated this 28th day of March, 2006.




	 	 	 	 	 
	 

	 	ALAN GRANADER	 	 
	 
	 	 	 	 
	 

	 	/s/ Alan Granader
 

	 	 






	 	 	 	 	 	 	 
	STATE OF Michigan

	 	}	 	 	 	 
	 

	 	 	 	} ss.	 	 
	COUNTY OF Oakland

	 	}	 	 	 	 






     The foregoing instrument was acknowledged before me this 28th day of March 2006 by Alan Granader.



	 	 	 	 	 
	 	 	 
	 	     /s/ Marilyn J. Holden
 	 
	 	Notary Public 	 
	 	My Commission Expires: 1/29/08 	 
	 



	 	 	 	 	 
	 

	 	DAN GRANADER	 	 
	 
	 	 	 	 
	 

	 	/s/ Dan Granader
 

	 	 






	 	 	 	 	 	 	 
	STATE OF Montana

	 	}	 	 	 	 
	 

	 	 	 	} ss.	 	 
	COUNTY OF Missoula

	 	}	 	 	 	 






     The foregoing instrument was acknowledged before me this 29 day of March 2006 by Dan Granader.



	 	 	 	 	 
	 	 	 
	 	                                                                           /s/ Percy L. Cline
 	 
	 	Notary Public 	 
	 	My Commission Expires: January 30, 2008 	 
	 



	 	 	 	 	 
	 

	 	HARRY GRANADER	 	 
	 
	 	 	 	 
	 

	 	/s/ Harry Granader
 

	 	 






	 	 	 	 	 	 	 
	STATE OF Michigan

	 	}	 	 	 	 
	 

	 	 	 	} ss.	 	 
	COUNTY OF Oakland

	 	}	 	 	 	 






     The foregoing instrument was acknowledged before me this 28th day of March 2006 by
Harry Granader.



	 	 	 	 	 
	 	 	 
	 	                      /s/ Marilyn J. Holden
 	 
	 	Notary Public 	 
	 	My Commission Expires: 1/29/08 	 
	 



 2