PLACEMENT AGENT AND ADVISORY
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:
The Company acknowledges and agrees that MBA's obligations hereunder are on a reasonable best
efforts basis only and that the execution of this Agreement does not constitute a commitment by MBA to
purchase the securities and does not ensure the successful placement of the securities or any portion
thereof or the success of MBA with respect to securing any other financing or a Transaction on behalf of
the Company. MBA will act solely as a broker with respect to identifying and negotiating with potential
investors in securities that may be issued in the Private Placement and potential parties to a Transaction.
MBA will not act as an underwriter in any Private Placement or Transaction.
Computation and Payment of Success Fees .
(i) Private Placements. For each Private Placement, the Success Fee will be (x) a cash fee
equal to 9% of gross proceeds raised in the Private Placement (including, without limitation, upon
exercise of any warrants issued in Private Placement) and (y) warrants (the “ MBA Warrants ”) to
purchase 9% of the total number of shares of common stock issued and issuable by the Company
to Investors under and in connection with the Private Placement, including (without limitation)
shares issuable upon conversion or exercise of the securities sold in the Private Placement, at an
exercise price equal to the purchase price of the common stock sold in the Private Placement or, in
the event that securities convertible into common stock are sold in the Private Placement, the
conversion price of such securities.