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                                                                   EXHIBIT 10.23

                                                                       Exhibit H

                        RESTRICTED STOCK AGREEMENT UNDER
                              REMOTE DYNAMICS, INC.
                         2004 MANAGEMENT INCENTIVE PLAN

      THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of July 2, 2004,
between Remote Dynamics, Inc., a Delaware corporation (the "Company"), and W.
MICHAEL SMITH, an individual residing 3236 Langley Drive, Plano, Texas 75025
("Executive").

                                    RECITALS:

      The Company has adopted the Remote Dynamics, Inc. 2004 Management
Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit A,
and all of the terms and provisions of which are incorporated herein by
reference and made a part hereof. All capitalized terms used but not defined in
this Agreement have the meanings set forth in the Plan.

      The Company has determined that it would be in the best interests of the
Company and its shareholders to make the grant of stock provided for herein to
the Executive to recognize the Executive's value to the Company via the award of
a proprietary interest in the future of the Company.

      NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:

1.    GRANT OF RESTRICTED STOCK. The Company hereby grants to the Executive, on
      the terms and conditions hereinafter set forth 100,000 shares of Common
      Stock, $0.01 par value per share, of the Company (the "Restricted Stock").

2.    EFFECTIVE DATE AND VESTING.

      A.    The Effective Date of the grant of Restricted Stock shall be July 2,
            2004.

      B.    One third of the shares of Restricted Stock granted to the Executive
            hereunder, subject to the other terms and conditions set forth
            herein, shall become vested on the attainment of each of the
            performance criteria listed on the attached Exhibit B (the "Vesting
            Dates").

      C.    Upon the death (other than by suicide) or Permanent Disability of
            Executive, fifty percent (50%) of the Restricted Stock not yet
            vested at the time of death or Permanent Disability shall vest as of
            the date of death or Permanent Disability; provided that, if it is
            no longer possible to earn any portion of such unvested Restricted
            Stock, then Executive shall not be entitled to receive such portion
            of the fifty percent (50%) of the Restricted Stock that is no longer
            possible to become vested.

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      D.    Upon Company's termination of employment of Executive for Cause, any
            shares of Restricted Stock that have not vested shall be forfeited
            to the Company without consideration.

      E.    If the employment of an Executive with the Company is terminated by
            the Company not for Cause, fifty percent (50%) of the Restricted
            Stock not yet vested at the time of termination shall vest as of the
            date of termination; provided that, if it is no longer possible to
            earn such unvested Restricted Stock, then Executive shall not be
            entitled to receive fifty percent (50%) of the Restricted Stock that
            is no longer possible to become vested.

      F.    In the event of an Executive's Resignation for Good Reason, fifty
            percent (50%) of the Restricted Stock not yet vested at the time of
            resignation shall vest as of the date of resignation; provided that,
            if it is no longer possible to earn such unvested Restricted Stock,
            then Executive shall not be entitled to receive fifty percent (50%)
            of the Restricted Stock that is no longer possible to become vested.

      G.    Upon the Executive's voluntary termination of employment not on
            account of death, Permanent Disability, or Resignation for Good
            Reason, any shares of Restricted Stock that have not vested shall be
            forfeited to the Company without consideration.

3.    RETENTION OF CERTIFICATES. All original certificates evidencing shares of
      Restricted Stock shall be held by the Company for the benefit of the
      Executive until the transfer of such shares are no longer subject to the
      restrictions set out in the Plan and this Agreement.

4.    TAX ELECTION. Within 30 days after the date of this Agreement, Executive
      may make an election with the Internal Revenue Service under Section 83(b)
      of the Internal Revenue Code of 1986, as amended, and the regulations
      promulgated thereunder.

5.    EMPLOYMENT OF EXECUTIVE. As an inducement to the Company to issue the
      Restricted Stock to Executive, and as a condition thereto, the Executive
      acknowledges and agrees that neither the issuance of the Restricted Stock
      to Executive nor any provision contained herein shall entitle Executive to
      remain in the employment of the Company or its affiliates or affect the
      right of the Company to terminate Executive's employment at any time.

6.    RESTRICTIONS ON TRANSFER.

      A.    Executive shall not sell, transfer, assign, pledge or otherwise
            dispose of any interest in any Restricted Stock or his or her rights
            under this Agreement before the Vesting Date.

      B.    Under no circumstances shall any sale or other transfer of any
            shares of Restricted Stock be valid unless and until the shares
            proposed to be sold or transferred are fully vested.

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7.    NOTICES; DELIVERIES. Any notice or delivery required to be given under the
      terms of this Agreement shall be addressed to the Company at its principal
      office, and any notice or delivery to be given to the Executive shall be
      addressed to him or her at the address given by him or her beneath his or
      her signature hereto or such other address as either party hereto may
      hereafter designate in writing to the other. Any such notice or delivery
      shall be deemed to have been duly given when addressed as aforesaid,
      registered or certified mail, and deposited (postage or registration or
      certification fee prepaid) in a post office or branch post office
      regularly maintained by the United States.

8.    DISPUTES. As a condition of the granting of the Restricted Stock hereby,
      Executive and his or her heirs and successors agree that any dispute or
      disagreement that may arise hereunder shall be determined by the Company's
      Board of Directors (or, at the Board of Directors' election, the Committee
      that administers the Plan, if any), in its sole discretion and judgment.

9.    CERTIFICATES.

      A.    The certificate(s) representing the shares of Restricted Stock
            granted hereby will be stamped or otherwise imprinted with the
            legend required by the Plan with respect to any applicable
            restrictions on the sale or transfer of such shares, and the stock
            transfer records of the Company will reflect stop transfer
            instructions with respect to such shares.

      B.    The Company shall retain the certificate(s) representing the shares
            of Restricted Stock granted to Executive pursuant to this Agreement
            until such time as the vesting restrictions set forth in Section 2
            have lapsed or are removed by the Committee. Within a reasonable
            time thereafter, the Company will deliver to Executive a new
            certificate representing such shares, free of the legend referred to
            in paragraph (A) above. The issuance of such certificate shall not
            affect any restrictions upon the transferability of such shares
            pursuant to applicable law or otherwise.

      C.    Any stock certificate(s) representing the shares of Restricted Stock
            granted hereunder prior to the termination or lapse of the
            restrictions on vesting and transfer shall reflect the legend
            referred to in paragraph (A) above which shall remain on such
            certificate(s) until such time as the vesting and transfer
            restrictions have terminated or lapsed or are removed by the
            Committee.

10.   RESTRICTED STOCK SUBJECT TO PLAN. The Restricted Stock granted hereby is
      subject to the Plan. If a conflict exists between any term or provision
      contained herein and a term or provision of the Plan, the applicable terms
      and provisions of the Plan will govern and prevail.

11.   MISCELLANEOUS.

      A.    Executive hereby agrees that (i) the Company may withhold from
            Executive any payment or consideration to be paid to Executive by
            the Company, any tax which

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            the Company believes is required to be withheld with respect to any
            benefit under the Plan or this Restricted Stock Agreement, and (ii)
            Executive will make appropriate arrangements with the Company for
            satisfaction of any applicable federal, state or local income tax
            withholding requirements.

      B.    This Agreement shall be binding upon and inure to the benefit of any
            successor or successors of the Company.

      C.    The interpretation, performance and enforcement of this Agreement
            shall be governed by the laws of the State of Texas.

      D.    This Agreement may be executed in multiple counterparts, each of
            which shall be deemed an original, but all of which collectively
            shall constitute a single instrument.

      E.    If any one or more of the provisions or parts of a provision
            contained in this Agreement shall for any reason be held to be
            invalid, illegal or unenforceable in any respect in any
            jurisdiction, such invalidity, illegality or unenforceability shall
            not affect any other provision or part of a provision of this
            Agreement or any other jurisdiction, but this Agreement shall be
            reformed and construed in any such jurisdiction as if such invalid
            or illegal or unenforceable provision or part of a provision had
            never been contained herein and such provision or part shall be
            reformed so that it would be valid, legal and enforceable to the
            maximum extent permitted in such jurisdiction.

      F.    ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS
            AGREEMENT SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE
            AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL
            ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE
            ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
            THEREOF. THE PARTIES ALSO AGREE THAT THE AAA OPTIONAL RULES FOR
            EMERGENCY MEASURES OF PROTECTION SHALL APPLY TO THE PROCEEDINGS. THE
            COMPANY AND EXECUTIVE AGREE THAT ALL ARBITRATIONS OCCURRING UNDER
            THIS SECTION 11.F. SHALL BE HELD IN DALLAS, TEXAS, TO THE EXCLUSION
            OF ANY OTHER JURISDICTION.

      IN WITNESS WHEREOF, the Company has, as of the date first above written,
caused this Agreement to be executed on its behalf by its authorized officer and
Executive has hereunto set his or her hand as of the date first above written.

                                       REMOTE DYNAMICS, INC.

                                       By: /s/ Dennis R. Casey
                                           --------------------------
                                           Dennis R. Casey,
                                           President & Chief Executive Officer

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                            EXECUTIVE SIGNATURE PAGE
                          TO RESTRICTED STOCK AGREEMENT

Executive Name:         W. Michael Smith

Signature:              /s/ W. Michael Smith
                        --------------------------------------

Address:                3236 Langley Drive, Plano, Texas 75025

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                                    EXHIBIT A

                 Attach 2004 Management Incentive Plan Document

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                                    EXHIBIT B

                              PERFORMANCE CRITERIA

The shares of Restricted Stock shall vest as follows:

-     One Third (1/3) of the Restricted Stock shall vest upon the execution by
      Employer of an agreement with the member companies of SBC Communications,
      Inc. for the retrofit of SBC's fleet of service vehicles at the
      substantially similar volumes and profit margins as set forth in the May
      20, 2004 Report to the Official Unsecured Creditors Committee;

-     One Third (1/3) of the Restricted Stock shall vest upon the completion by
      Employer of three (3) consecutive fiscal quarters in which Employer
      achieved positive EBIDTA within two and one-half (2.5) years of the
      effective date of the Executive Employment Agreement; and

-     One Third (1/3) of the Restricted Shares shall vest upon the completion by
      Employer of four (4) consecutive fiscal quarters in which Employer
      achieved net income within three (3) years of the effective date of the
      Executive Employment Agreement.

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