Remote Dynamics, Inc.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR REMOTE
DYNAMICS, INC SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
U.S. $1,000,000 Date: November 30th, 2006
1. Amount . REMOTE DYNAMICS, INC., a Delaware corporation having its principal place of
business located at 1155 Kas Drive, Suite 100 Richardson, Texas 75081 (the “Borrower” or “Company”), for
value received, hereby promises to pay to the order of HFS Minorplanet Funding LLC (the “Lender”) having its
principal place of business [10004 Cloverdale Place, Vienna, VA 22182] (the “Lender”), the amount of One
Million U.S. Dollars (US $1,000,000) (the “Principal”).
2. Payment. Principal and Interest, if any, on this Promissory Note (“Note”) will become due on
December 1 st 2007 (“Maturity Date”). On the Maturity Date, (a) this Note (and all amounts due hereunder)
shall be automatically converted into securities of the Borrower of the same kind issued by Borrower pursuant to
its Note and Warrant Purchase Agreement, dated November 30, 2006, with the investors listed therein (based
on a $1,000,000 investment thereunder) and (b),the HFS Minorplanet Funding LLC $2 million Unsecured
Convertible Promissory Note due July 22, 2007 (the “Existing Note”) will be cancelled. The maturity date of the
Existing Note is hereby extend until December 1, 2007.
3. Mandatory Payment by Lender : The Lender will make a mandatory payment to Borrower of at
least $20,000 in any given week during which the Existing