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Exhibit 10.4
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US $100,000.00
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October 31, 2007
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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 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
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