Filed by Bowne Pure Compliance



 




Exhibit 4.3


WARRANT


THIS WARRANT AND THE SECURITIES
PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS, UNLESS THE PROPOSED TRANSFER MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAWS.


SMART MOVE, INC.

WARRANT


	 	 	 
	
No. W1-1 

	 	January 15, 2008





THIS CERTIFIES
that, for value received, PROFESSIONAL OFFSHORE OPPORTUNITY FUND LTD., or its
assigns (the “Holder”), shall be entitled to subscribe for and
purchase from SMART MOVE, INC., a Delaware corporation (the
“Corporation”), one million eight hundred sixty six thousand six
hundred sixty six (1,866,666) shares (subject to adjustment as provided herein
and in the Debenture, the “Warrant Shares”) of the
Corporation’s Common Stock at the exercise price determined below (the
“Exercise Price” or the “Exercise Price Per Share”) for
each Warrant Share, during the Exercise Period (as defined in Section 1),
pursuant to the terms and subject to the conditions of this Warrant. Certain
terms used in this Warrant are defined in Section 4. The Corporation
represents and warrants that the Warrant Shares, if issued on the date of this
Warrant, would represent approximately 12.839% of the Corporation’s
issued and outstanding Common Stock. The Exercise Price or the Exercise Price
Per Share shall be the lesser of (i) $1.00 or (ii) the New Transaction Price,
in all events subject to further adjustment as provided herein. “New
Transaction Price” means the lowest per share price at which the
Corporation sells Common Stock, or is obligated to issue Common Stock pursuant
to any Convertible Securities, in any transaction (other than an Excluded
Transaction, defined below) in which the Corporation engages after the date
hereof, and before the exercise hereof, and if no such price is designated or
otherwise ascertainable under the terms of a written agreement, such price
shall be deemed $.01.


As used herein, the
term “Common Stock” shall mean (i) the class of stock
designated above or (ii) any other class of stock resulting from
successive changes or reclassifications of such Common Stock consisting solely
of changes in par value, or from par value to no par value or from no par value
to par value. In the event the Corporation shall, after the date hereof, issue
securities of greater or superior voting rights than the shares of Common Stock
outstanding as of the date hereof, the Holder, at its option, may receive upon
exercise of any Warrant either Common Stock or a like number of such securities
with greater or superior voting rights.


 





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Notwithstanding the
provisions of this Warrant, in no event (except (i) as specifically
provided in the Warrant as an exception to this provision, (ii) during the
forty-five (45) day period prior to the expiration of the Exercise Period,
or (iii) while there is outstanding a tender offer for any or all of the
shares of the Corporation’s Common Stock) shall the Holder be entitled to
exercise this Warrant, or the Corporation have the obligation to issue shares
upon such exercise of all or any portion of this Warrant to the extent that,
after such exercise the sum of: (1) the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates (other than shares of
Common Stock which may be deemed beneficially owned through ownership of the
unexercised portion of the Warrants or other right to purchase Common Stock or
through the ownership of the unconverted portion of convertible securities),
and (2) the number of shares of Common Stock issuable upon the exercise of
the Warrants with respect to which the determination of the proviso is being
made, would result in beneficial ownership by the Holder and its Affiliates of
more than 4.99% of the outstanding shares of Common Stock (after taking into
account the shares to be issued to the Holder upon such exercise). For purposes
of the proviso to the immediately preceding sentence, beneficial ownership
shall be determined in accordance with Section 12(d) of the Securities Exchange
Act of 1934, as amended except as otherwise provided in clause (1) of such
sentence.


Section 1.
Exercise Period.


This Warrant may be
exercised in whole or in part by the Holder at any time after the date hereof
until 5:00 p.m. Eastern Time on the last day of the month in which occurs the
fifth anniversary of the effective date of a registration statement filed under
the Securities Act of 1933, as amended (the “1933 Act”), covering
the Common Stock issuable upon exercise of this Warrant, provided that if a
registration statement does not become effective for any reason, the term of
exercise shall expire on the sixth anniversary of the issue date (such period
being herein referred to as the “Exercise Period”). The Corporation
agrees to use reasonable efforts to mail to the original Holder by certified
mail, return receipt requested, notice of the expiration date of this Warrant,
no later than 15 days prior to such date, but failure to provide notice
will not extend the Exercise Period.


Section 2.
Exercise of Warrant.


(a) The rights
represented by this Warrant may be exercised, in whole or in any part (but not
as to a fractional share of Common Stock), by (i) the surrender of this
Warrant (properly endorsed) at the principal office of the Corporation at 5990
Greenwood Plaza Blvd., Suite 390, Greenwood Village, Colorado 80111 (or at
such other agency or office of the Corporation in the United States of America
as it may designate by notice in writing to the Holder at the address of the
Holder appearing on the books of the Corporation), (ii) delivery to the
Corporation of a notice of election to exercise in the form of Exhibit A,
and (iii) either (a) payment to the Corporation by cash, wire
transfer funds or check in an amount equal to the then applicable Exercise
Price Per Share multiplied by the number of Warrant Shares then being
purchased, or, (b) alternatively, provided that, on or before the
181st day of issuance of this Warrant a registration statement
covering the resale of the Warrant Shares that are the subject of the Exercise
Notice by the Holder pursuant to the 1933 Act is not available for the resale
of such Warrant Shares, or if the registration statement is no longer effective
during the period the Warrants are still outstanding, the Holder may exercise
its right to receive Common Stock on a net basis such that, without any payment
of funds by the Holder, the Holder receives that number of shares of Common
Stock equal to: (A) the Warrant Shares; multiplied by: (B) the ratio
of (i) the Market Price less the Exercise Price Per Share; divided by
(ii) the Market Price.


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(b) Each date
on which this Warrant is surrendered and on which payment of the Exercise Price
is made in accordance with Section 2(a) above is referred to as an
“Exercise Date.” Simultaneously with each exercise, the Corporation
shall issue and deliveror cause its Transfer Agent to issue and deliver a
certificate or certificates for the Warrant Shares being purchased pursuant to
such exercise, registered in the name of the Holder or the Holder’s
designee, to such Holder or designee, as the case may be. If such exercise
shall not have been for the full number of the Warrant Shares, then the
Corporation shall issue and deliver to the Holder a new Warrant, registered in
the name of the Holder, of like tenor to this Warrant, for the balance of the
Warrant Shares.


(c) The person
in whose name any certificate for shares of Common Stock is issued or issuable
upon any exercise shall for all purposes be deemed to have become the holder of
record of such shares as of the Exercise Date. The Corporation shall pay all
documentary, stamp or other transactional taxes attributable to the issuance or
delivery of shares of Common Stock upon exercise of all or any part of this
Warrant; provided, however, that the Corporation shall not be required to pay
taxes which may be payable in respect of any transfer involved in the issuance
or delivery of any certificate for such shares in a name other than that of the
Holder to the extent such taxes would exceed the taxes otherwise payable if
such certificate had been issued to the Holder.


No fractional
shares of Common Stock will be issued in connection with any exercise
hereunder, but in lieu of such fractional shares, the Corporation shall make a
cash payment therefor equal in amount to the product of the applicable fraction
multiplied by the current Market Price per share of Common Stock.


(d) This
Warrant and the Warrant Shares are covered by and are entitled to the benefits
of that certain Registration Rights Agreement dated the date hereof between the
Corporation and the Holder.


Section 3.
Antidilution Provisions. The number of shares of Common Stock
purchasable on exercise of this Warrant and payment of the Exercise Price shall
be subject to adjustment from time to time as provided in this Section 3.


(a) Issuance of Additional Common Stock. If the
Corporation, at any time or from time to time after the date of this Warrant,
shall issue, sell or grant shares of Common Stock in a transaction that is a
“New Transaction” as defined in the Secured Subordinated Debenture
(“Debenture”) entered into between the Corporation and the Holder,
or shall fix a record date for the determination of holders of any class of
securities entitled to receive, shares of Common Stock at a price per share
that is less than the Exercise Price on the date the Corporation fixes the
offering price of such additional shares of Common Stock (a “Dilutive
Issuance”) then the Exercise Price shall be reduced as of such date, to a
price equal to the lowest price per share received or to be received by the
Corporation in such Dilutive Issuance. For the avoidance of doubt, any share
issuance transaction that is not a New Transaction as defined in the Debenture
is also not a Dilutive Issuance for purposes of this Section 3(a).


(b) Treatment of
Options and Convertible Securities. If the Corporation, at any time or from
time to time after the date of this Warrant, shall issue, sell, grant or
assume, or shall fix a record date for the determination of holders of any
class of securities entitled to receive, any Options (defined below) or
Convertible Securities (defined below), then, and in each such case, the
maximum number of shares of Common Stock (as set forth in the instrument
relating thereto, without regard to any provisions contained therein for a
subsequent adjustment of such number and whether or not the right to convert or
exchange or exercise is immediate or conditioned upon the passage of time, the
occurrence or non-occurrence of some event or otherwise) issuable upon the
exercise of such Options or, in the case of Convertible Securities and options
therefor, the conversion or exchange of such Convertible Securities, shall be
deemed to be shares of Common Stock issued and consequently give rise to
adjustment as, and to the extent, provided in paragraph (a) as of the time
of such issue, sale, grant or assumption or, in case such a record date shall
have been fixed, as of the close of business on such record date;
provided that, in each such case no further adjustment to the Exercise
Price shall be made upon the subsequent issue or sale of shares of Common Stock
upon the exercise of such Options or the conversion or exchange of such
Convertible Securities.


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(c) Change
in Capital Stock. If the Corporation (i) pays a dividend or makes a
distribution on its Common Stock in shares of its Common Stock,
(ii) subdivides its outstanding shares of Common Stock into a greater
number of shares, (iii) combines its outstanding shares of Common Stock
into a smaller number of shares, or (iv) issues by reclassification of its
Common Stock any shares of its capital stock, then in each case the Exercise
Price in effect immediately prior to such action shall be proportionately
adjusted so that the Holder of any Warrant exercised thereafter may receive the
aggregate number and kind of shares of capital stock of the Corporation which
he would have owned immediately following such action if such Warrant had been
exercised immediately prior to such action.


The adjustment as
provided in this paragraph (c) shall become effective immediately after
the record date in the case of a dividend or distribution and immediately after
the effective date in the case of a subdivision, combination or
reclassification. If after an adjustment, a Holder of a Warrant, upon its
exercise, may receive shares of two or more classes of capital stock of the
Corporation, the Corporation shall determine the allocation of the adjusted
Exercise Price between the classes of capital stock. After such allocation, the
exercise privilege and the exercise price of each such class of capital stock
shall thereafter be subject to adjustment on terms comparable to those
applicable to Common Stock in this Section 3.


(d) Dilution in Case of Other Securities. In case
any Other Securities (as defined in Section 4) shall be issued or sold or
shall become subject to issue or sale upon the conversion or exchange of any
securities of the Corporation or to subscription, purchase or other acquisition
pursuant to any Options issued or granted by the Corporation such as to dilute,
on a basis to which the standards established in the other provisions of this
Section 3 are applicable, then, and in each such case, the computations,
adjustments and readjustments provided for in this Section 3 shall be made
as nearly as possible in the manner so provided and applied to determine the
amount of Other Securities from time to time receivable upon the exercise of
the Warrants, so as to protect the Holder against the effect of such dilution.



(e) Other
Changes in Common Stock. If the Corporation shall be a party to any
Significant Corporate Event (as defined in section 4) in which the previously
outstanding shares of Common Stock shall be changed into or exchanged for
different securities of the Corporation or common stock or other securities of
another corporation or interests in a noncorporate entity or other property
(including cash) or any combination of any of the foregoing, as a condition of
the consummation of such Significant Corporate Event, lawful and adequate
provisions shall be made so that (1) the Holder, upon the exercise hereof
at any time on or after the date such a Significant Corporate Event is
consummated (the “Consummation Date”) (but during the Exercise
Period), shall be entitled to receive, and this Warrant shall thereafter
represent the right to receive, in lieu of the Warrant Shares issuable upon
such exercise prior to the Consummation Date, the amount of securities or other
property to which the Holder would actually have been entitled as a holder of
Common Stock upon the consummation of such a Significant Corporate Event if the
Holder had exercised this Warrant immediately prior thereto (subject to
adjustments from and after the Consummation Date as nearly equivalent as
possible to the adjustments provided for in this Section 3), or
(2) in the case of a Significant Corporate Event in which the Corporation
is not the survivor, if so elected by the Holder, the Holder shall be entitled
to receive on the Consummation Date in cancellation of this Warrant, the amount
of securities or other property to which the Holder would actually have been
entitled as a holder of Common Stock upon consummation of such Significant
Corporate Event if the Holder had exercised this Warrant to acquire a number of
shares of Common Stock on a net basis without any payment of funds on the basis
described in Section 2(a), immediately prior thereto.


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Notwithstanding
anything contained herein to the contrary, unless the Holder makes an election
under clause (2) above, the Corporation shall not effect any Significant
Corporate Event unless prior to the consummation thereof each acquiring
corporation or other person which may be required to deliver any securities or
other property upon the exercise of this Warrant shall assume, by written
instrument delivered to the Holder, the obligation to deliver to the Holder
such securities or other property to which, in accordance with the foregoing
provisions, the Holder may be entitled and an opinion of counsel reasonably
satisfactory, which opinion shall state that this Warrant, including, without
limitation, the exercise and anti-dilution provisions applicable to this
Warrant, if any, shall thereafter continue in full force and effect and shall
be enforceable against such acquiring corporation or other person in accordance
with the terms hereof.


(f) Other
Dividends or Other Distributions. If the Corporation declares a dividend or
other distribution upon its capital stock, other than a dividend payable in
shares of Common Stock, then the Corporation shall pay over to the Holder, on
the dividend payment date, the cash, stock or Other Securities and other
property which the Holder would have received if the Holder had exercised this
Warrant in full and had been the record holder of the Warrant Shares
represented by this Warrant on the date on which a record is taken for the
purpose of such dividend, or, if a record is not taken, the date as of which
the holders of such capital stock of record entitled to such dividend are to be
determined, provided that, in the case of a dividend consisting
of stock or securities (other than shares of Common Stock, Options or
Convertible Securities) or other property (except cash), the Holder may, at its
option, elect that instead, lawful and adequate provisions shall be made
(including without limitation any necessary reduction in the Exercise Price)
whereby the Holder shall thereafter have the right to receive, upon exercise of
this Warrant on the terms and conditions specified in this Warrant and in
addition to the Warrant Shares issuable upon such exercise, such shares of
stock, securities or property.



(g) Adjustment of Number of Shares. Upon each
adjustment in the Exercise Price, the number of Warrant Shares purchasable
hereunder shall be adjusted to the nearest whole share to the product obtained
by multiplying the number of Warrant Shares purchasable immediately prior to
such adjustment in the Exercise Price by a fraction, the numerator of which
shall be the Exercise Price immediately prior to such adjustment and the
denominator of which shall be the Exercise Price immediately thereafter.


(h) Notice
of Adjustment. Whenever the Exercise Price or the number of Warrant Shares
for which this Warrant is exercisable shall be adjusted pursuant to this
Section 3, the Corporation shall deliver a certificate signed by its chief
financial officer to the Holder setting forth, in reasonable detail, the event
requiring the adjustment, the method by which adjustment was calculated
specifying the number of Warrant Shares for which this Warrant is now
exercisable, and any change in the Exercise Price.


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(i) Notice
of Certain Corporate Action. In case the Corporation shall propose to
(1) pay any dividend or make any other distribution to the holders of its
capital stock, (2) offer to the holders of its capital stock rights to
subscribe for or to purchase shares of Common Stock or shares of any other
class of securities, rights or options, (3) effect any reclassification of
its capital stock, (4) effect any reorganization, or (5) effect any
Significant Corporate Event, then, in each such case, the Corporation shall
give to the Holder a notice of such proposed action, which shall specify the
date on which a record is to be taken for the purposes of such dividend,
distribution rights or vote, or the date on which such reclassification,
reorganization, or Significant Corporate Event is to take place and the date of
participation therein by the holders of capital stock, if any such date is to
be fixed and shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action on the capital
stock, if any, and the number and kind of any other shares of capital stock
which will comprise the Warrant Shares, and the Exercise Price, after giving
effect to any adjustment, if any, which will be required by this Section 3
as a result of such action. Such notice shall be so given in the case of any
action covered by clause (1) or (2) above at least 20 days prior
to the record date for determining holders of the capital stock for purposes of
such action, and in the case of any other such action, at least 30 days
prior to the date of the taking of such proposed action or the date of
participation therein by the holders of capital stock, whichever shall be the
earlier.


(j) Certain
Events. If any event occurs as to which, in the good faith judgment of the
Board of Directors of the Corporation, the other provisions of this
Section 3 are not strictly applicable or if strictly applicable would not
fairly protect the exercise rights of the Holder in accordance with the
essential intent and principles of this Section 3, then the Board of
Directors of the Corporation in the good faith, reasonable exercise of its
business judgment may decrease the Exercise Price and/or increase the number of
Warrant Shares issuable upon exercise hereof, in accordance with such essential
intent and principles so as to protect such exercise rights as aforesaid.


(k) Purchase of Common Stock by Corporation. If the
Corporation at any time while this Warrant is outstanding, directly or
indirectly, through an affiliate or otherwise, purchases, redeems or acquires
any shares of Common Stock at a price per share in excess of the then current
Market Price per share for Common Stock then the Exercise Price shall be
adjusted to that price determined by multiplying such Exercise Price by a
fraction, (i) the numerator of which is the number of outstanding shares
of Common Stock prior to such purchase, redemption or other acquisition minus
the number of shares of Common Stock which the aggregate consideration for the
total number of such shares of Common Stock so purchased, redeemed or acquired
would have purchased at the current Market Price and (ii) the denominator
of which is the number of outstanding shares of Common Stock after giving
effect to such purchase, redemption or acquisition.



(l) Computation of Consideration. For the purposes
of this Section 3:


(1) the consideration for any shares of Common Stock or
any Options or Convertible Securities, irrespective of the accounting treatment
of such consideration,


(i) insofar as it consists of cash, shall be computed as
the amount of cash received by the Corporation, and insofar as it consists of
securities, the Market Price therefor or insofar as it consists of other
property, the Fair Market Value thereof, as of the date immediately preceding
such issue, sale, grant, or the record date therefor, in each case without
deducting any expenses paid or incurred by the Corporation, any commissions or
compensation paid or concessions or discounts allowed to underwriters, dealers
or others performing similar services, and any accrued interest or dividends in
connection with such issue or sale, and


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(ii) in case shares of Common Stock or Options or
Convertible Securities are or are to be issued, sold or granted together with
other stock or securities or other assets of the Corporation for a
consideration which covers both, shall be the proportion of such consideration
so received, computed as provided in subdivision (i) above, allocable to
such shares of Common Stock or Options or Convertible Securities, as the case
may be, all as determined by the Board of Directors of the Corporation in the
good faith reasonable exercise of its business judgment; and


(2) shares of Common Stock deemed to have been issued upon
the issue, sale, or grant of Options or Convertible Securities pursuant to
Section 3(b), shall be deemed to have been issued for a consideration per
share of Common Stock determined by dividing


(i) the total amount, if any, received and receivable (or,
pursuant to this Section 3(l), deemed to have been received) by the
Corporation as consideration for the issue, sale, or grant of the Options or
Convertible Securities in question, plus the minimum aggregate amount of
additional consideration (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent adjustment
of such consideration) payable to the Corporation upon the exercise in full of
such Options or the conversion or exchange of such Convertible Securities or,
in the case of Options for Convertible Securities, the exercise of such Options
for Convertible Securities and the conversion or exchange of such Convertible
Securities, in each case comprising such consideration as provided in the
foregoing subdivision (1), by


(ii) the maximum number of shares of Common Stock (as set
forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities.


Section 4.
Certain Defined Terms.


“Affiliate” means any corporation,
partnership, limited liability company, joint venture, trust, unincorporated
organization or other person which, directly or indirectly, controls or is
controlled by or is under common control with the Holder.



“Convertible Securities” means any evidences
of indebtedness, shares of stock, or securities directly or indirectly
convertible into or exchangeable by their terms for shares of Common Stock.


"Excluded Transaction” means in addition to issuances excluded from the definition of Dilutive Issuance, any issuances of shares of Common Stock pursuant to options or other convertible securities issued to employees, officers or directors, as approved by the Corporation’s Board of Directors, so long as such shares are subject to a lock-up agreement generally applicable to all officers and directors of the Corporation.


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“Fair
Market Value” means, on any relevant date, as to any property, the
fair market value as reasonably determined by the Board of Directors of the
Corporation and reasonably acceptable to the Holder, but if the Holder has not
so accepted such determination of fair market value within 10 business days of
the date notice of such determination by the Board of Directors is delivered to
the Holder, then as determined by an independent investment banking firm
selected by the Holder and reasonably acceptable to the Corporation. If the
Fair Market Value as determined by such investment banking firm exceeds the
Fair Market Value as determined by the Board of Directors by 10% or more, the
cost of the engagement of the investment banking firm will be borne by the
Corporation.


“Market
Price” means, as to any security on any relevant date, the Fair
Market Value per share of such security, or if there shall be a public market
for such security, the average of the daily closing prices for the ten
(10) consecutive trading days before such date excluding any trades which
are not bona fide arm’s length transactions. The closing price for each
day shall be (a) if such security is listed or admitted for trading on any
national securities exchange, the last sale price of such security, regular
way, or the mean of the closing bid and asked prices thereof if no such sale
occurred, in each case as officially reported on the principal securities
exchange on which such security are listed, or (b) if quoted on NASDAQ or
any similar system of automated dissemination of quotations of securities
prices then in common use the mean between the closing high bid and low asked
quotations of such security in the over-the-counter market as shown by NASDAQ
or such similar system of automated dissemination of quotations of securities
prices, as reported by any member firm of the New York Stock Exchange selected
by the Corporation, (c) if not quoted as described in clause (b), the mean
between the high bid and low asked quotations for the Warrant Shares as
reported by NASDAQ or any similar successor organization, as reported by any
member firm of the New York Stock Exchange selected by the Corporation. If such
security is quoted on a national securities or central market system in lieu of
a market or quotation system described above, the closing price shall be
determined in the manner set forth in clause (a) of the preceding sentence if
bid and asked quotations are reported but actual transactions are not, and in
the manner set forth in clause (b) of the preceding sentence if actual
transactions are reported.


“Options” means rights, options or warrants
to subscribe for, purchase or otherwise acquire either Common Stock or
Convertible Securities.


“Other
Securities” means any capital stock (other than Common Stock) and any
other securities of the Corporation or any other person (corporate or
otherwise) which the Holder at any time shall be entitled to receive, or shall
have received, upon the exercise or partial exercise of this Warrant, in lieu
of or in addition to shares of Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in replacement of shares
of Common Stock or Other Securities pursuant to Section 3 or otherwise.



“Significant Corporate Event” means any
sale, transfer or lease of all or substantially all of the Corporation’s
assets, a merger or consolidation involving the Corporation, the repurchase by
the Corporation of more than 10% of the Corporation’s capital stock,
liquidation or dissolution of the Corporation.


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Section 5.
Representations, Warranties and Covenants as to Stock. The Corporation
represents and warrants to the Holder that (i) all shares of Common Stock
which may be issued upon the exercise of this Warrant will, upon issuance, be
duly authorized, validly issued, fully paid and nonassessable, with no personal
liability attaching to the ownership thereof, and free from all taxes, liens
and charges with respect to the issuance thereof (ii) the Corporation is
duly organized, validly existing and in good standing under the laws of the
State of Delaware, has all requisite power to carry on its business as
presently being conducted, and is qualified to do business and is in good
standing in every jurisdiction in which the failure so to qualify or to be in
good standing could have a material adverse effect on the Corporation,
(iii) the Corporation has all requisite power and authority to execute and
deliver this Warrant and to perform its obligations hereunder, (iv) this
Warrant has been duly authorized by all necessary corporate action on the part
of the Corporation, has been duly executed and delivered by the Corporation and
constitutes the valid and legally binding obligation of the Corporation
enforceable in accordance with its terms, (v) the execution, delivery and
performance of this Warrant by the Corporation have not violated and shall not
violate any law, rule or regulation to which the Corporation is subject, the
certificate of incorporation or by-laws of the Corporation or any material
agreement to which the Corporation is a party or by which it is bound,
(vi) the authorized capital stock of the Corporation consists of
100,000,000 shares and (vii) except as set forth on Schedule 5
hereto, there are no outstanding warrants, options, agreements, convertible
securities or other commitments pursuant to which the Corporation is or may
become obligated to issue or sell any shares of its capital stock or other
securities, and no preemptive rights or similar rights to purchase or otherwise
acquire shares of the capital stock or other securities of the Corporation
exist. The Corporation covenants to the Holder that it will (a) from time
to time take all such action as may be required to assure that the stated or
par value per share of the Common Stock is at all times no greater than the
then effective Exercise Price and (b) not amend or modify any provision of
its Articles of Incorporation or by-laws in any manner that would adversely
affect in any way the powers, preferences or relative participating, optional
or other special rights of the Common Stock or the rights of the Holder of any
Warrants. The Corporation further covenants and agrees that the Corporation
will take all such action as may be required to assure that the Corporation
shall at all times have authorized and reserved, free from preemptive rights, a
sufficient number of shares of its Common Stock to provide for the exercise of
this Warrant in full. If any shares of Common Stock reserved for the purpose of
issuance upon the exercise of this Warrant require registration with or
approval of any governmental authority under any Federal or state law before
such shares may be validly issued or delivered upon exercise, then the
Corporation shall at its expense in good faith and as expeditiously as possible
endeavor to secure such registration or approval, as the case may be.



Section 6.
Purchase Rights. If at any time the Corporation grants, issues or sells
any Options, Convertible Securities, Other Securities or any shares of any
capital stock, or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of Common Stock (the “Purchase
Rights”), then the Holder shall be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the
person or the record holders of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights. For the avoidance of doubt, the
foregoing is intended to include, without limitation, a preemption right in
favor of the Holder with respect to any issuance of equity securities by the
Corporation by which the Holder will have the right, but not the obligation, to
maintain its respective proportionate share of ownership interest in the
Corporation through the purchase of additional shares in the new issuance on
the terms and conditions in such issuance. The terms of this Section 6
shall expire at the end of the Exercise Period.


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Section 7.
No Shareholder Rights. This Warrant shall not entitle the Holder to any
voting rights or other rights as a shareholder of the Corporation.


Section 8.
Restrictions on Transfer. Subject to applicable securities laws this
Warrant, the Warrant Shares and all rights hereunder are transferable to any
Affiliate of the Holder, in whole or in part, and from time to time, upon
(i) surrender of this Warrant properly endorsed, and (ii) delivery of
a notice of transfer in the form of Exhibit B by the Holder of its duly
authorized attorney at the office of the Corporation, the Corporation will at
its expense issue to or upon the order of the Holder a new Warrant or Warrants
of like tenor in the name of such Holder or as such Holder may direct. Each
transferee and holder of this Warrant, by accepting or holding the same,
consents that this Warrant, when endorsed, in blank, shall be deemed
negotiable, and, when so endorsed, the holder hereof shall be treated by the
Corporation and all other persons dealing with this Warrant as the absolute
owner hereof for any purposes and as the person entitled to exercise the rights
represented by this Warrant, or to the transfer hereof on the books of the
Corporation, any notice to the contrary notwithstanding; provided, however,
that until each such transfer is recorded on such books, the Corporation may
treat the registered holder hereof as the owner hereof for all purposes. Until
such time as it is no longer required under the Act, the certificates
representing the Warrant Shares shall bear the following legend:


“The shares of Stock represented by this certificate have
not been registered under the Securities Act of 1933, as amended (the
“Act”), and may not be sold or transferred in the absence of an
effective registration statement under the Act or an opinion of counsel in form
satisfactory to the Corporation that such registration is not required under
the Act.”


Section 9.
Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost,
stolen, mutilated or destroyed, the Corporation shall at its expense (upon
delivery of an indemnity agreement reasonably satisfactory in the Corporation
and, in the case of a mutilated Warrant, surrender thereof), issue a new
Warrant of like denomination and tenor as the Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant shall constitute an original
contractual obligation of the Corporation, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant shall be at any time enforceable by
anyone.


Section 10.
Notices. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally
or sent by recognized overnight courier, prepaid, addressed as follows:


If to the
Corporation, to;


Smart Move, Inc


5990 Greenwood Plaza Boulevard, Suite 390 

Greenwood Village, CO
80111 

Attention: Chris Sapyta, Chief Executive Officer 

Tel. No.:
303-339-9554 

Fax No.: 720-488-0199


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	 	If to the Holder, at:
	 	Professional Offshore Opportunity Fund Ltd.
	 	 
	 	c/o Professional Traders Management, LLC
	 	 
	 	1400 Old Country Road, Suite 206
	 	 
	 	Westbury, NY 11590


	 	 
	 	Attention: Howard Berger







or to such other address as the
party to whom notice is to be given may have furnished to the other party in
writing in accordance herewith.


Section 11.
Remedies. The Corporation stipulates that the remedies at law of the
Holder of this Warrant in the event of a default or threatened default by the
Corporation in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.


Section 12.
Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Corporation, the Holder hereof and (to the extent provided herein) the
holders of Warrant Shares issued pursuant hereto, and shall be enforceable by
any such Holder or holders.


Section 13.
Modification and Severability. If, in any action before any court or
agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.


Section 14.
Governing Law. The construction, validity, interpretation and
enforcement of this Warrant shall be governed by the laws of the State of New
York (without giving effect to any laws or rules relating to conflicts of laws
that would cause the application of the laws of any jurisdiction other than the
State of New York).


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Section 15.
Headings. The headings of the various sections contained in this Warrant
have been inserted for convenience of reference only and should not be deemed
to be a part of this Warrant.


IN WITNESS WHEREOF,
the Corporation has caused this Warrant to be executed by its duly authorized
officer as of the date first written above.


SMART MOVE, INC.


By:                                                                    

Name:

Title:



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EXHIBIT A


FORM OF NOTICE OF ELECTION TO
EXERCISE

[To be executed only upon exercise

of the Warrant to which
this form is attached]


To SMART MOVE, INC.:


The undersigned,
the holder of the Warrant to which this form is attached, hereby irrevocably
elects to exercise the right represented by such Warrant to purchase
           shares
of Common Stock of SMART MOVE, INC., and herewith either [circle (a) or
(b)]: (a) tenders the aggregate payment of
$              
in the form of cash, wire transfer funds, check or (b) elects to exercise
its right to acquire the Common Stock without any payment of funds as provided
in Section 2 of the Warrant. The undersigned requests that a certificate
for such shares be issued in the name of
                                    ,
whose address
is                                     ,
and that such certificate be delivered to
                                            ,
whose address is
                                                                                                .


If such number of
shares is less than all of the shares purchasable under the Warrant, the
undersigned requests that a new Warrant, of like tenor as the Warrant to which
this form is attached, representing the right to purchase the remaining balance
of the shares purchasable under such current Warrant be registered in the name
of
                                         ,
whose address is
                                                               ,
and that such new Warrant be delivered to
                                ,
whose address is
                                                                                     .



	 	 	 
	 	Signature:	 
	 	 	(Signature must conform in all respects to the
name of the holder of the Warrant as specified on the face of the Warrant)






 


Date:        
                            


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EXHIBIT B


FORM OF NOTICE OF TRANSFER

[To be executed only upon transfer

of the Warrant to which this form is attached]


For value received,
the undersigned hereby sells, assigns and transfers unto
                                                       
all of the rights represented by the Warrant to which this form is attached to
purchase
                                                   shares
of Common Stock of SMART MOVE, INC. (the “Corporation”), to which
such Warrant relates, and appoints
                                              
as its attorney to transfer such right on the books of the Corporation, with
full power of substitution in the premises.



	 	 	 
	 	Signature:	 
	 	 	(Signature must conform in all respects to the
name of the holder of the Warrant as specified on the face of the Warrant)

	 	Address:	 




 


Date:        
                            

Signed in the presence of:


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