0000950134-05-017274 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 7th, 2005 • Remote Dynamics Inc • Radiotelephone communications • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 2, 2005, is made by and among Remote Dynamics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the undersigned (together with their affiliates, the “Initial Investors”).

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SECURITY AGREEMENT
Security Agreement • September 7th, 2005 • Remote Dynamics Inc • Radiotelephone communications • Delaware

THIS SECURITY AGREEMENT (this “Agreement”) is made as of May 31, 2005, by and among SDS CAPITAL GROUP SPC, LTD. ( “Secured Party”), REMOTE DYNAMICS, INC., a Delaware corporation (together with its successors and permitted assigns, “Borrower”), HIGHWAYMASTER OF CANADA LLC, a Delaware limited liability company (“Highway”), and RD TECHNOLOGIES, INC., a Delaware corporation (“RD,” and, together with Highway and their respective successors and permitted assigns, collectively and jointly and severally, the “Subsidiaries”, and together with the Borrower, collectively and jointly and severally, the “Grantors”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 7th, 2005 • Remote Dynamics Inc • Radiotelephone communications • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 31, 2005, is made by and among Remote Dynamics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the purchaser (the “Purchaser”) set forth on the execution page hereof (the “Execution Page”).

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