BRIDGE LOAN PROMISSORY NOTE (Non-Negotiable)

Exhibit 10.6

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 Steve Phelps, 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.  Guaranty. Payment of this Note is and shall be guaranteed by this performance pledge (the “ Guaranty ”) by Alan Granader, Dan Granader, and Randy S. Bayne (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 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 Guarantors 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 prior