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Exhibit 10.28
 EXECUTION COPY
  
 AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT
  No. 002
    
    Issue Date: as of July 2, 2007
 180 Connect Holder Expiration Date
    1




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Exercise of Warrant.
 Number of Shares Issuable upon Exercise Exercise Notice
 Fair Market Value. Determination Date
    2




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Company Acknowledgment
 Limitation on Sale of Common Stock.
 Procedure for Exercise.
 Delivery of Stock Certificates, Etc., on Exercise
 Exercise
 3




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X=Y
    
    x
    
    (A-B)A
 Where X =
    
    the number of shares of Common Stock to be issued to the HolderY =
    
    the number of shares of Common Stock purchasable under the Warrant or, if
only a portion of the Warrant is being exercised, the portion of the Warrant being
exercised (at the date of such calculation)A =
    
    the Fair Market Value of one share of the Companys Common Stock (at the date
of such calculation)B =
    
    Exercise Price (as adjusted to the date of such calculation)
 Effect of Reorganization, Etc.; Adjustment of Exercise Price.
 Reorganization, Consolidation, Merger, Etc
 Dissolution
 4




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Continuation of Terms
 Extraordinary Events Regarding Common Stock.
  Certificate as to Adjustments.
  5




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Reservation of Stock, Etc. Issuable on Exercise of Warrant.
  Assignment; Exchange of Warrant.
 Transferor Transferor Endorsement Form Transferee
 Replacement of Warrant.
  Maximum Exercise
 Securities Exchange Act of 1934 Exchange Act
 6




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Transfer on the Companys Books.
  Notices, Etc.
  Miscellaneous.
  7




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Rights of the Holder
  Amendment and Restatement
  [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
 SIGNATURE PAGE FOLLOWS.]
 8




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180 Connect Inc., a Delaware corporationBy:Name:Title: By:Name:Title: Common Stock Purchase Warrant Signature Page
 9




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EXHIBIT A
 FORM OF SUBSCRIPTION
    _________
    
    _________shares of the Common Stock covered by such Warrant; or_________
    
    the maximum number of shares of Common Stock covered by such Warrant pursuant
to the cashless exercise procedure set forth in Section 2.
  _________
    
    US$______in lawful money of the United States; and/or_________
    
    the cancellation of such portion of the attached Warrant as is exercisable for
a total of _________shares of Common Stock (using a Fair Market Value of
US$  per share for purposes of this calculation); and/or_________
    
    the cancellation of such number of shares of Common Stock as is necessary, in
accordance with the formula set forth in Section 2.2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.
   Dated:(Signature must conform to name of Holder as specified on the face of the Warrant)Address:
 A-1




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EXHIBIT B
 FORM OF TRANSFEROR ENDORSEMENT
  Percentage
    
    NumberTransferees
    
    Address
    
    Transferred
    
    Transferred
 Dated:(Signature must conform to name of Holder as specified on the face of the Warrant)Address:SIGNED IN THE PRESENCE OF:(Name)ACCEPTED AND AGREED:[TRANSFEREE](Name)
 B-1