0001140377-07-000113 Sample Contracts

PLACEMENT AGENT AND ADVISORY SERVICES AGREEMENT
Placement Agent and Advisory Services Agreement • May 15th, 2007 • Remote Dynamics Inc • Radiotelephone communications • California

This Placement Agent and Advisory Services Agreement (this "Agreement") is made as of May _, 2007 (the “Effective Date”), by and between Remote Dynamics, Inc., a Delaware corporation (together with its subsidiaries, the "Company"), and Monarch Bay Associates, LLC, a California limited liability company ("MBA"). MBA and the Company agree as follows:

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Addendum No. 1 to Promissory Note
Promissory Note Addendum • May 15th, 2007 • Remote Dynamics Inc • Radiotelephone communications

This letter agreement confirms the understanding and agreement between the Company and the lender that the November Note and the Existing Note and any and all obligations of the Company thereunder (including, without limitations, in respect of accrued interest) are hereby cancelled and of no further force or effect.

SUPPORT SERVICES AGREEMENT
Support Services Agreement • May 15th, 2007 • Remote Dynamics Inc • Radiotelephone communications • California

Support Services Agreement (this "Agreement") dated as of May 1, 2007 (the "Effective Date") between Monarch Bay Management Company, LLC, a California limited liability company ("MBMC") and Remote Dynamics, Inc., a Delaware corporation (“RDI”).

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