FOR VALUE RECEIVED, the undersigned, Remote Knowledge, Inc., a Delaware corporation (" Maker "), promises to pay to the order of John Madden, or any successor holder of this Note (" Holder "), at Holders office, or such other place as Holder may designate, the principal amount of One Hundred Thousand Dollars ($100,000).
1. Interest . As soon as practical after delivery of this Note to Holder and transfer of funds to Maker, Maker shall deliver to Holder Thirty-three Thousand Three Hundred Thirty-three shares (33,333) 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. At the end of each month following default in payment of principal and continuing until principal is paid in full, Eleven Thousand One Hundred Eleven shares (11,111) of Makers common stock shall be delivered to Holder.
2. Payments . All outstanding principal shall be payable on October 31, 2007 (the " Maturity Date ").
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. 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