SECURITY AGREEMENT

THIS SECURITY AGREEMENT dated as of August 21, 2008 (this "Agreement"), is by and between REMOTE KNOWLEDGE, INC., a Delaware corporation ("Borrower"), and MURAGAI LLC, a Delaware limited liability company, as Lender Representative (as defined in the Credit Agreement (hereinafter defined) for the Lenders (as defined in the Credit Agreement) described below (the “Secured Party”).

R E C I T A L S:

A.           Debtor, each of the lenders party thereto as Lenders and Secured Party as Lender or Representative for the Lenders have entered into that certain Credit Agreement dated as of even date herewith (such Credit Agreement, as the same may be amended or modified from time to time, is referred to herein as the "Credit Agreement").

B.           Debtor and SLW INTERNATIONAL, LLC, a Texas limited liability company (“SLWI”), have executed that certain Security Agreement dated as of even date herewith (“Senior Security Agreement”), which Security Agreement secures the obligations of Debtor arising under that certain promissory note in the original principal amount of $800,000.00 dated of even date herewith executed by Debtor and payable to the order of SLWI.

C.           Secured Party has conditioned its obligations under the Credit Agreement upon, among other things, the execution and delivery of this Agreement by Debtor.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.1                                 Security Interest .  Debtor hereby grants to Secured Party a second priority security interest (junior and subordinate only to the Senior Security Agreement) in the following property, whether now owned or existing or hereafter arising or acquired and wherever arising or located (such property being hereinafter sometimes called the "Collateral"):

(a)           all of its accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, promissory notes, deposit accounts, funds on deposit with Secured Party, investment property, investment securities, financial assets, letter of credit rights, electronic chattel paper, software, supporting obligations, payment intangibles, commercial tort claims and all other personal property, whether now owned or hereafter acquired, including without limitation, all lease receivables and note receivables, all cash, notes, drafts and acceptances arising therefrom, all returned and repossessed goods arising from or relating to any such accounts, or other proceeds of any sale, lease or other disposition of inventory, all tradenames, trademarks, patents and other licenses, and all proceeds (including insurance proceeds) and products thereof;

(b)           all of its inventory, whether now owned or hereafter acquired, including, without limitation, all raw materials, goods in process, finished goods and other tangible personal property held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in Debtor's trade or business and all additions, accessions, substitutions, attachments and replacements thereto and all contracts with respect thereto and all documents of title evidencing or representing any part thereof and all products and proceeds (including insurance proceeds) thereof; and

(c)           all of its machinery, equipment, rolling stock, furniture, fixtures and personalty of every nature and description, whether now owned or hereafter acquired, and all appurtenances, accessions and additions thereto and substitutions and replacements therefor, wheresoever located, including all tools, parts and accessories used in connection therewith, and all products and proceeds thereof (including insurance proceeds).

All terms used herein that are defined in the Uniform Commercial Code as adopted in the State of Texas shall have the meanings specified in the Uniform Commercial Code as adopted by the State of Texas as in effect from time to time (the "UCC").

Section 1.2              Obligations .  The Collateral shall secure the following obligations, indebtedness, and liabilities (all such obligations, indebtedness, and liabilities being hereinafter sometimes called the "Obligations"):

(a)             the obligations and indebtedness of Debtor to Secured Party evidenced by that certain promissory note in the original principal amount of $4,000,000.00 dated of even date herewith, executed by Debtor and payable to the order of Secured Party;

(b)           the obligations and indebtedness of Debtor to Secured Party evidenced by the Credit Agreement;

(c)           all future advances by Secured Party to Debtor;

(d)           the Obligations (as defined in the Credit Agreement);

(e)           all costs and expenses, including, without limitation, all attorneys' fees and legal expenses, incurred by Secured Party to preserve and maintain the Collateral, collect the obligations herein described, and enforce this Agreement;

(f)           all other obligations, indebtedness, and liabilities of Debtor to Secured Party, now existing or hereafter arising, regardless of whether such obligations, indebtedness, and liabilities are similar, dissimilar, related, unrelated, direct, indirect, fixed, contingent, primary, secondary, joint, several, or joint and several; and

(g)           all extensions, renewals, and modifications of any of the foregoing and all promissory notes given in extension, renewal or modification of any of the foregoing.

To induce Secured Party to enter into this Agreement and the Credit Agreement, Debtor represents and warrants to Secured Party that:

Section 2.1                                 Title .  Debtor owns, and with respect to Collateral acquired after the date hereof Debtor will own, the Collateral free and clear of any lien, security interest, or other encumbrance other than in favor of Secured Party (pursuant to the terms of this Agreement) and SLWI (pursuant to the Senior Security Agreement).  Secured Party, by its acceptance hereof, acknowledges that SLWI has a first priority security interest and liens in the Collateral pursuant to the Senior Security Agreement.

Section 2.2                                 Accounts .  Unless Debtor has given Secured Party written notice to the contrary, whenever the security interest granted hereunder attaches to an account, Debtor shall be deemed to have represented and warranted to Secured Party as to each and all of its accounts that (a) each account is genuine and is in all respects what it purports to be, (b) each account represents the legal, valid, and binding obligation of the account debtor evidencing indebtedness unpaid and owed by such account debtor arising out of the performance of labor or services by Debtor or the sale or lease of goods by Debtor, (c) the amount of each account represented as owing is the correct amount actually and unconditionally owing except for normal trade discounts granted in the ordinary course of business, and (d) no account is subject to any offset, counterclaim, or other defense.

Section 2.3                                 Financing Statements .  Except for those in favor of Subordinated Lenders, no financing statement, security agreement, or other lien instrument covering all or any part of the Collateral is on file in any public office, except as may have been filed in favor of Secured Party or SLWI.

Section 2.4                                 Jurisdiction of Organization; Legal Name .  Debtor is a Delaware corporation.  Debtor's legal name set forth in its Certificate of Incorporation filed with the Delaware Secretary of State, as amended to date is: Remote Knowledge, Inc.  Debtor's organizational ID is 3679746.

Section 2.5                                 Principal Place of Business .  The principal place of business and chief executive office of Debtor, and the office where Debtor keeps its books and records, is located at the address of Debtor listed in the Credit Agreement.

Section 2.6                                 Location of Collateral .  All inventory, machinery, and equipment of Debtor are located at the address of Debtor listed in the Credit Agreement.

Section 2.7                                 Business Purpose .  The Collateral is used, acquired and held exclusively for business purposes and no portion of the Collateral is consumer goods.  The Obligations were incurred solely for business purposes and not as a consumer-goods transaction or a consumer transaction.

Debtor covenants and agrees with Secured Party that until the Obligations are paid and performed in full:

Section 3.1                                 Maintenance .  Debtor shall maintain the Collateral in good operating condition and repair and shall not permit any waste or destruction of the Collateral or any part thereof.  Debtor shall not use or permit the Collateral to be used in violation of any law or inconsistently with the terms of any policy of insurance.  Debtor shall not use or permit the Collateral to be used in any manner or for any purpose that would impair the value of the Collateral or expose the Collateral to unusual risk.

Section 3.2                                 Encumbrances .  Debtor shall not create, permit, or suffer to exist, and shall defend the Collateral, against any lien, security interest, or other encumbrance on the Collateral except the security interest of Secured Party hereunder and the security interest of SLWI, and shall defend Debtor's rights in the Collateral and Secured Party's security interest in the Collateral against the claims of all persons and entities.

Section 3.3                                 Modification of Collateral .  Debtor shall do nothing to impair the rights of Secured Party in the Collateral.  Without the prior written consent of Secured Party, Debtor shall not grant any extension of time for any payment with respect to the Collateral, or compromise, compound, or settle any of the Collateral, or release in whole or in part any person or entity liable for payment with respect to the Collateral, or allow any credit or discount for payment with respect to the Collateral other than normal trade discounts granted in the ordinary course of business, or release any lien, security interest, or assignment securing the Collateral, or otherwise amend or modify any of the Collateral.

Section 3.4                                 Disposition of Collateral .  Debtor shall not sell, lease, or otherwise dispose of the Collateral or any part thereof without the prior written consent of Secured Party, except Debtor may sell inventory in the ordinary course of business.

Section 3.5                                 Further Assurances .  At any time and from time to time, upon the request of Secured Party, and at the sole expense of Debtor, Debtor shall promptly execute and deliver all such further instruments and documents and take such further action as Secured Party may deem necessary or desirable to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Agreement.  Debtor shall promptly endorse and deliver to Secured Party all documents, instruments, and chattel paper that it now owns or may hereafter acquire which constitute Collateral or relate to the Collateral.

Section 3.6                                Risk of Loss; Insurance .  Debtor shall be responsible for any loss of or damage to the Collateral.  Debtor shall maintain insurance on the Collateral as provided in the Credit Agreement.

Section 3.7                                Inspection .  Debtor shall permit Secured Party and its representatives to examine or inspect the Collateral wherever located and to examine, inspect, and copy Debtor's books and records at any reasonable time and as often as Secured Party may desire all as further provided in the Credit Agreement.

Section 3.8                                 Notification .  Debtor shall promptly notify Secured Party of (a) any lien, security interest, encumbrance, or claim made or threatened against the Collateral, and (b) any material change in the Collateral, including, without limitation, any material damage to or loss of the Collateral.

Section 3.9                                  Organizational Changes .  Debtor shall not, without th