**Exhibit 10.34****SUBLEASE**THIS SUBLEASE (“Sublease”) dated January 29, 2007, is made by ACC ACQUISITION, LLC**,**a Coloradolimited liability company (“Sublessor”) and SMART MOVE, INC., a Delaware corporation (“Sublessee”).**RECITALS**A. Sublessor is the tenant under a written lease dated as of January 1, 2005, (the “Lease”), inwhich Monaco I-70 Industrial Park, LLC, a Colorado limited liability company (“Landlord,”) leasedto Sublessor the premises located at 6489 E. 39th Avenue, Denver, Colorado, containingapproximately 48,500 square feet, and described in greater detail in the Lease (the “MasterPremises”).B. Sublessor desires to sublease the entirety of the Master Premises to Sublessee.C. Sublessee acknowledges that Sublessee has reviewed the Lease, a copy of which is attached tothis Sublease as Exhibit A.Now, Therefore, for good and valuable consideration, the receipt and adequacy of which arehereby acknowledged, Sublessor and Sublessee agree as follows:**TERMS**1. Premises. Sublessor hereby subleases to Sublessee on the terms and conditions setforth in this Sublease the Master Premises designated on the plan attached hereto as ExhibitB (“Premises”) consisting of approximately 48,500 square feet. The floor area of the Premisesis only an approximation, and there shall be no adjustment of any charges under this Sublease ifthe actual floor area is less than this approximation.2. Term. The Sublease term (“Term”) shall commence, respectively, on February 1,2007, with respect to a certain portion of the Premises containing approximately 18,720 square feetand shown in greater detail on Exhibit B, and shall commence on April 1, 2007, with respectthat remaining portion of the Premises containing approximately 29,780 square feet, also as shownin greater detail on Exhibit B (the “Commencement Date”), or when Landlord consents to thisSublease, whichever last occurs, and end with respect to the entirety of the Premises on June 30,2009 (“Termination Date”), unless otherwise sooner terminated under this Sublease. Possession ofthe Sublease Premises shall be delivered to Sublessee on commencement dates for the Term of thisSublease as set forth in greater detail in the first sentence of this Section 2. The foregoingnotwithstanding, upon five (5) days advance written notice to Sublessee, Sublessor shall have theright to delay the Commencement Date, and delivery of possession, with respect to the remainingportion of the Premises containing approximately 29,870 square feet as shown in greater detail onExhibit B, by a period of up to fifteen (15) days. If for any reason Sublessor does notdeliver possession to Sublessee on commencement of the Term, Sublessor shall not be liable for suchfailure, the Termination Date shall not be extended by the delay, and this Sublease’s validityshall not be impaired. If Sublessor permits Sublessee to take possession prior to commencement ofthe Term, the early possession shall not advance the Termination Date and shall be subject to thisSublease, including payment of rent.3. Rent and Other Charges.3.1. Minimum Rent. Sublessee shall pay rent to Sublessor without deduction, setoff,notice or demand, at such place as Sublessor shall designate from time to time by notice toSublessee, in accordance with the Minimum Rent schedule set forth below, in advance on the firstday of each month of the Term (“Minimum Rent”). If the Term begins or ends on a day other than thefirst or last day of the month, the rent for the partial months shall be prorated on a per diembasis.**Minimum Rent Schedule**             Lease Annual MonthlyMonths Square Feet Rate (NNN) Payment Payment2/1/07 – 2/28/07 18,720 $0.00/square foot/year N/A $0.003/1/07 – 3/31/07 18,720 $3.50/square foot/year N/A $5,460.004/1/07 – 6/30/09 48,500 $3.50/square foot/year $169,749.96 $14,145.833.2. Telephone Charges. Sublessee shall pay directly its own local and longdistance telephone toll charges for its voice lines.3.3. Late Charges. Sublessee acknowledges that if Sublessee fails to pay any MinimumRent, Additional Rent, utilities or other changes required by the Lease and/or this Sublease whendue, Sublessor will incur additional expense not contemplated by this Sublease, includingprocessing and accounting charges, financing costs, and late charges that may be imposed under theLease. The exact amount of such expenses or charges Sublessor would incur is extremely difficultand impractical to ascertain. Accordingly, in the event of any such late payment, Sublessee shallalso pay to Sublessor a late charge equal to a minimum of ten percent (10%) of the amount due tocompensate Sublessor for the extra expenses incurred as a result of such late payment. Also,all delinquent Minimum Rent, Additional Rent, utilities and other charges due here under shall bearinterest at the rate of ten percent (10%) per annum, or the maximum lawful rate, whichever is less.
 
 

 
3.4. Additional Rent. In addition to the Minimum Rent and other charges set forthabove, Sublessee shall pay to Sublessor as and when specified under the Lease all items ofAdditional Rent as described in greater detail in Section 3 of the Lease, including all OperatingExpenses as provided therein, and such other charges as are required by the terms of the Lease tobe paid by Sublessor as Tenant under the Lease.4. Security Deposit. In addition, Sublessee agrees to deposit with Sublessor on thedate hereof the sum of Twenty Thousand and No/100 US Dollars ($20,000.00) (the “Security Deposit”),which shall be held by Sublessor, without obligation for interest, as security for the performanceof Sublessee’s obligations under the Sublease, it being expressly understood and agreed that thisSecurity Deposit is not an advance rental deposit or a measure of Sublessor’s damages in case ofSublessee’s default. Upon each occurrence of an event of default, Sublessor may use all or part ofthe Security Deposit to pay past due Minimum Rent, Additional Rent, or other payments due Sublessorunder this Sublease, and the cost of any other damage, injury, expense or liability caused by suchevent of default without prejudice to any other remedy provided herein or provided by law. Ondemand, Sublessee shall pay Sublessor the amount that will restore the Security Deposit to itsoriginal amount. The Security Deposit shall be deemed the property of Sublessor, but any remainingbalance of such Security Deposit shall be returned by Sublessor to Sublessee within thirty (30)days of the date upon which Sublessee’s obligations under this Sublease have been fulfilled.5. Use. The Premises shall be used and occupied only for general office and warehousepurposes as set forth in greater detail in the Lease and not for any other use or purpose.Sublessee shall not use or occupy the Premises in violation of any federal, state or local lows,rules or regulations, and this Sublease shall automatically terminate on Sublessor’s notice of anysuch violations Sublessee’s use of the Premises and maintenance, alteration and operation of itsbusiness shall always conform to applicable local, state and federal ordinances, rules andregulations. Adherence to such laws includes any laws and any law, ordinance, rule, regulation,statute or guideline pertaining to the disposal, storage, use or transportation of any substancewhich could be deemed to be hazardous, toxic or harmful waste material.6. Insurance. Sublessee shall, at Sublessee’s sole expense, obtain and maintainduring the Term policies of insurance in such form and with such coverages and limits as set forthin greater detail in the Lease. Sublessor and Landlord shall be named as additional insureds onSublessee’s policy, which shall provide that no reduction in coverage, amendment or cancellation ofthe policy shall occur without first giving Sublessor thirty (30) days prior written notice.Sublessee shall also fully comply with all other insurance requirements specified in the Lease.Upon executing this Sublease, Sublessee shall provide written evidence to Sublessor of suchinsurance coverage.7. Obligations of Sublessee. Sublessee hereby expressly assumes and agrees to performall obligations and covenants required by the Lease to be kept or performed by Sublessor as Tenanttherein, except that the obligation and covenant to pay rent required by the Lease shall beconsidered performed by Sublessee to the extent and in the amount rent is paid to Sublessor to inaccordance with Section 3 of this Sublease. Sublessee shall pay the rent herein reserved, use thePremises for the purpose above stated, and surrender the Premises on expiration or earliertermination of the Term in as good condition they now are, reasonable wear and tear excepted as setforth in Section 11 of this Sublease.8. Obligations of Sublessor. Sublessor shall use its best efforts to maintain theLease during the Term of the Sublease, subject, however, to any earlier termination of the Leasewithout Sublessor’s fault.9. Condition of Premises. Sublessor makes no representations or warranties as to thecondition or use of the Premises. Sublessee shall take the Premises *“as is,” “where is”*and “*withall faults*”. Sublessee has inspected the Premises and agrees that the Premises are in goodcondition and repair as of the Commencement Date. Sublessor shall have no obligation for anyadditional improvements or repairs to the Premises, except as provided in this Sublease. Sublesseeshall make no improvements or repairs to the Premises without Sublessor’s prior written consent,which may be withheld in Sublessor’s sole and absolute discretion and, if required under the Lease,without the requisite consent of Landlord thereunder.10. Indemnification. Sublessee assumes all risk of damage to property and/or injuryto persons in, on or about the Premises from any cause whatsoever. Sublessor shall not beresponsible in any way for any personal injuries, property damage, lost profit, loss of business orany other expenses incurred by Sublessee from any cause. Sublessee shall indemnify, defend, andhold harmless Sublessor, its officers, directors, shareholders, employees, attorney, insurers,successors, assigns, agents and other representatives from all actual and consequential damages,losses, claims and other liabilities, including actual attorneys’ fees and costs incurred that inany way arise out of or relate to (a) the use of the Premises and/or any activity, work or otherthing done, permitted or suffered by Sublessee in or about the Premises by Sublessee, itsemployees, customers, suppliers, invitees and other agents (collectively “Agents”); (b) allpersonal injury and/or the occurrence of environmental losses in, about or under the Premises. Uponreceipt of any notice regarding any claim, lawsuit or other matter giving rise to indemnity asprovided above, Sublessee shall within three (3) days take immediate action acceptable to Sublessorto indemnify, defend and hold Sublessor harmless from such matters as specified above. Sublessorshall have the right to approve any counsel selected by Sublessee to fulfill its obligations underthis indemnity. The payment of any money by Sublessor shall not be a condition precedent toSublessee’s indemnity.
 
 

 
11. Surrender. On the last day of the Term, or on the sooner termination of thisSublease, Sublessee shall surrender the Premises to Sublessor in good condition and repair, normalwear and tear excepted, but in any event with all furniture, fixtures and equipment left in goodworking order and condition, and all alterations or improvements made by Sublessee removed withoutdamage to the Premises or the building where the Premises is located.12. Default. Sublessee shall be in default under this Sublease if it or its agentsbreach, default or fail to perform any obligation of this Sublease and/or any obligation of theLease required to be performed by Sublessor thereunder, regardless whether a default is declaredthereunder. Sublessor shall be entitled to all the rights, benefits and privileges of Landlordunder the Lease as it pertains to Sublessee’s performance of the obligations under the Lease. Onthe occurrence of any default by Sublessee, Sublessor may, at any time thereafter, with or withoutnotice or demand and without limiting Sublessor in the exercise of any right or remedy it may have:12.1. Terminate Sublessee’s right to possession of the Premises by any lawful means, in whichcase this Sublease shall terminate and Sublessee shall immediately surrender possession of thePremises to Sublessor. In such event, Sublessor shall be entitled to recover from Sublessee alldamages incurred by Sublessor by reason of Sublessee’s default, including (a) the worth at the timeof the award of the unpaid Minimum Rent, all Additional Rent and other charges which had beenearned at the time of the termination; (b) the worth at the time of the award of the amount bywhich the unpaid Minimum Rent, all Additional Rent and other charges which would have been earnedafter termination until the time of the award exceeds the amount of such rental loss that Sublesseeproves could have been reasonably avoided, (c) the worth at the time of the award of the amount bywhich the unpaid Minimum Rent, all Additional Rent and other charges which would have been paid forthe balance of the Term after the time of award exceeds the amount of such rental loss thatSublessee proves could have been reasonably avoided; and (d) any other amount necessary tocompensate Sublessor for all detriment proximately caused by Sublessee’s failure to perform itsobligations under the Sublease or which in the ordinary course of things would likely resulttherefrom, including any costs or expenses incurred by Sublessor in maintaining or preserving thePremises after such default, the costs of recovering possession of the expenses of reletting,including necessary renovation or alteration of the premises, Sublessor’s reasonable attorney’sfees incurred in connection therewith, and any real estate commission paid or payable with respectto the Sublease and any real estate commission paid or payable with respect to any efforts bySublessor to relet the subleased Premises. As used in subparts (a) and (b) above, the “worth atthe time of the award” is computed by allowing interest on unpaid amounts or such lesser amount asmay then be the maximum lawful rate. As used in subpart (c) above, the “worth at the time ofaward” is computed by discounting such amount at the discount rate of the Federal Reserve Bank ofDenver, Colorado, at the time of the award, plus one percent (1%). If Sublessee shall haveabandoned the Premises, Sublessor shall have the option of (i) retaking possession of the Premisesand recovering from Tenant the amount specified in this Section 12.1, or (ii) proceeding underSection 12.2.12.2. Maintain Sublessee’s right to possession, in which case this Sublease shall continue ineffect whether Sublessee shall have abandoned the Premises. In such event, Sublessor shall beentitled to enforce all its rights and remedies under this Sublease, including the right to recoverthe rent as it becomes due hereunder.12.3. Enter the Premises and, to the fullest extent permitted by law, take possession ofSublessee’s equipment located thereon for the purposes of maintaining the integrity and appearanceof the Premises.12.4. Pursue any other remedy now or hereafter available to Sublessor under Colorado law. Anyremedies conferred on Sublessor by this Sublease are not exclusive, but are cumulative and inaddition to remedies conferred on Sublessor by this Sublease are not exclusive, but are commutativeand in addition to remedies otherwise afforded by title, law or in equity.13. Non-Waiver. Any action or inaction by Sublessor concerning any default or breachof covenant by Sublessee will not be construed as a waiver thereof, nor shall any custom orpractice which may come up between the parties in the course of administering this Sublease beconstrued to waive or to affect Sublessor’s right to insist upon the strict and punctualperformance by Sublessee of any term, covenant or condition hereof or to exercise any rights givenSublessor on account of any such default. A waiver of a particular breach or default shall not bedeemed to be a waiver of a similar or subsequent breach or default.14. Zoning and Permits. Sublessee will be solely responsible for obtaining anypermits or licenses necessary to conduct and operate its business on the Premises and Sublessormakes no representation or warranty about the suitability of the Premises for the conduct ofSublessee’s business.15. Estoppel Certificate. Within ten (10) days after written request therefor bySublessor, Sublessee shall execute and deliver in recordable form, a certificate addressed toSublessor or for its benefit certifying that this Sublease is in full force and affect (if such bethe case) and that there are no defenses or offsets thereto claimed by Sublessee and any otherinformation relating to this Lease which Sublessor reasonably requests. If Sublessee fails todeliver this certificate within ten (10) days after written request therefor, Sublessee irrevocablyconstitutes and appoints Sublessor as its attorney-in-fact to execute and deliver this certificateto any third party. Any such certificate may be relied upon by any person.16. No Warranties by Sublessor. Sublessor makes no warranty, guaranty, covenant oraverment of any nature whatsoever concerning the condition of the Premises, including the physicalcondition thereof, or any condition which may affect the Premises, and Sublessor will not beresponsible for any loss, damage or costs which may be incurred by Sublessee by reason of any suchcondition(s).
 
 

 
17. Sublease to be Signed. Submission of this instrument for examination or signatureby Sublessee does not constitute an offer, nor shall either party be bound to this Sublease untilboth parties have fully executed a final document and an original signed document is received byboth parties. Until such time as is described in the previous sentence either party is free toterminate negotiations with no obligation to the other.18. Sublessor’s Liability. “Sublessor” shall mean only the owner or owners at thetime in question of the leasehold interest of the Master Premises, and in the event any transfer ofsuch interest, the Sublessor herein named (and in the case of any subsequent transfers, then thegrantor) shall be relieved from and after the date of transfer of all liability as respects itsobligations thereafter to be performed.19. Relationship of Parties. The relationship between Sublessor and Sublessee shallbe that of sublandlord and subtenant only, and there shall be no partnership, joint venture orother relationship between them unless expressly set forth in writing.20. Signage. Sublessee shall not install or display any signs or lights of any sortwithout first obtaining Sublessor’s written consent which Sublessor may withhold in its sole andabsolute discretion. Sublessee shall pay all costs relating to any signage.21. Miscellaneous. All applicable terms and conditions of the Lease are incorporatedinto and made a part of this Sublease as if Sublessor were the Landlord, Sublessee the Tenant, andthe Premises the Master Premises, with the exception of the following portions of the Lease:Section 29 (Option to Extend). Sublessee assumes and shall perform Sublessor’s obligations underthe Lease during the Term to the extent such obligations are applicable to the Premises, exceptthat the obligation to pay rent under the Lease shall be considered performed by Sublessee to theextent and in the amount rent is paid to Sublessor in accordance with Section 3 of this Sublease.Sublessee shall not commit or suffer any act or omission that will violate any provision of theLease. Sublessor shall exercise due diligence in attempting to cause Landlord to perform itsobligations under the Lease for Sublessee’s benefit. If Sublessor’s tenancy under the Leaseceases, this Sublease shall terminate and the parties shall be relieved of any further liability orobligation under this Sublease, provided however, that if the Lease terminates as a result of adefault or breach by Sublessor or Sublessee under this Sublease and/or the Lease, then thedefaulting party shall be liable to the non-defaulting party for the damage suffered as a result ofsuch termination. But, if any provision of the Lease gives Sublessor any right to terminate theLease in the event of the partial or total damage, destruction, or condemnation of the MasterPremises or the building or project of which the Master Premises are a part, the exercise of suchright by Sublessor shall not constitute a default or breach hereunder.This Sublease and Sublessee’s right hereunder are, and shall be, subject and subordinate tothe lien on any mortgage or deed of trust now or hereafter of record describing the Master Premisesor the Premises.22. General Terms.22.1. Notices. Unless otherwise provided in this Sublease or by law, all noticesrequired or permitted by this Sublease or by law to be served on or delivered to a party shall bein writing and deemed duly served, delivered, and received when personally delivered to the partyto whom directed, or instead, three (3) business days after deposit in the U.S. mail, certified orregistered, return receipt requested, first-class postage prepaid, addressed to the addressindicated in this Sublease. A party may change this address by giving written notice of the changeto the other party. Confirmed facsimile transmission to a fax machine specified in such a noticeshall constitute personal delivery.22.2. Construction of Sublease. Whenever the context requires, any gender includesall others, the singular number includes the plural, and vice-versa. Captions are inserted forconvenience of reference and do not describe or limit the scope or intent of this Sublease. Anyrecitals above, and any exhibits or schedules referred to and/or attached hereto, are incorporatedby reference into this Sublease. “Person” includes a corporation, limited liability company,partnership, trust, or any other legal entity “including” means including without limitation. Timeis of the essence of each obligation of Sublessee hereunder. Any initially capitalized term notdefined in this Sublease shall have the meaning given to such term in the Lease.22.3. Interpretation of Sublease. This Sublease contains the entire agreement betweenthe parties regarding its subject matter. Any prior oral or written representations, agreements,and/or understandings shall be of no effect. No waiver, amendment or discharge of this Subleaseshall be valid unless it is in writing and signed by the party to be obligated. This Subleaseshall be governed by Colorado law. Subject to any provision of this Sublease that may prohibit orcurtail assignment of rights, this Sublease shall bind and inure to the benefit of the parties andtheir respective heirs, assigns, personal representatives, and successors. If any term, covenant,or condition of this Sublease is held by a court of competent jurisdiction to be invalid, void, orunenforceable, the remaining provisions shall remain in full effect. No inference, assumption, orpresumption shall be drawn if a party or a party’s attorney prepared and/or drafted this Sublease,it shall be conclusively presumed that the parties participated equally in its preparation and/ordrafting.22.4. Attorneys’ Fees. If either party commences litigation (including arbitration)to enforce or interpret this Sublease, the prevailing party shall be entitled to recover actualattorney’s fees and all litigation-related costs (including expert witness fees) incurred inaddition to all other items of recovery permitted by law.22.5. Execution of This and Other Instruments. The parties have signed belowvoluntarily after having been advised by their respective counsel of all provisions hereof, and, insigning below, they are not relying on any documents, promises, and representations made by or onbehalf of the other party except as set forth herein.
 
 

 
This Sublease may be executed in counterparts, each of which shall be deemed an original.Each party shall take all reasonable steps, and execute, acknowledge, and deliver all furtherinstruments necessary or expedient to implement this SubleaseINTENDING TO BE LEGALLY BOUND, the parties have signed this Sublease below.SUBLESSOR:      **ACC ACQUISITION, LLC**