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US
$300,000.00
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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 Jeffrey J. Bell, or any
successor holder of this Note (“ Holder ”), at
Holders office, or such other place as Holder may designate, the
principal amount of Three Hundred Thousand Dollars
($300,000).
1. Interest . As soon as practical after
delivery of this Note to Holder and transfer of funds to Maker,
Maker shall deliver to Holder One Hundred Thousand shares (100,000)
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. At the end of each month following
default in payment of principal and continuing until principal is
paid in full, Thirty-three Thousand Three Hundred Thirty-three
shares (33,333) 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. Guaranty. Payment of this Note
is and shall be guaranteed by this performance pledge (the “
Guaranty ”) by Randy S. Bayne (the “
Guarantor ”). 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 Guarantor 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
Guarantor, to institute suit or exhaust its remedies against Maker
or others. THE GUARANTOR HEREBY IRREVOCABLY AGREES THAT, UNTIL
PAYMENT IN FULL TO HOLDER OF THE GUARANTEED OBLIGATIONS, THE
GUARANTOR SHALL HAVE NO RIGHT TO RECOVER FROM MAKER ANY CLAIMS THE
GUARANTOR 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 GUARANTOR TO HOLDER UNDER
THIS GUARANTY INCLUDING, WITHOUT IMPLIED LIMITATION, ALL RIGHTS THE
GUARANTOR MAY NOW OR HEREAFTER HAVE UNDER ANY AGREEMENT OR AT LAW
OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY LAW SUBROGATING
THE GUARANTOR 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
Guarantor hereunder forthwith on demand by Holder.
4. Prepayment . Maker may pay all or any
part of the principal owing on this Note at any time or times
prio
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