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Exhibit 10.28
 GRANT AGREEMENT
SMART MOVE, INC. 2006 EQUITY INCENTIVE PLAN
 
 Grant of Option
 Purpose
    
    This Grant is made for the purposes
and in furtherance of the objectives
set forth in the Plan and is designed
to provide incentives to Participant
to exert maximum efforts for the
success of the Company and its
subsidiaries (as Employer) and to
align Participants interests with
those of the Companys stockholders.
Participant recognizes that the
Option represents a potentially
significant benefit to Participant
and is granted for the purposes
stated herein.Grant Date
    
    [December 29, 2006]Exercise Price of Option
    
    [$4.73] per Share (being the closing
price of the Company Stock on the
Grant Date), which has been
determined to be the Fair Market
Value of a Share of the Company Stock
on the Grant Date.Type of Option
    
    Incentive Stock OptionAny Option granted to an employee of
the Company shall be an Incentive
Stock Option or ISO as described
in, and to the fullest extent
permitted under Section 422 of the
Code.In the event that an Option granted
to an employee exceeds the $100,000
limitation of Section 422(d) of the
Code, the excess shall be treated as
a Nonqualified Stock Option (which
means any stock option that is not an
ISO). An Option granted to a
non-employee director, independent
contractor or other person not
eligible to receive an ISO grant
under Section 422 of the Code shall
be a Nonqualified Stock Option that
is not intended to qualify as an ISO
within the meaning of Section 422 of
the Code.Number of Shares covered by Option
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Vesting
    
    Subject to the provisions of the Plan
and Participants continued
employment with the Company, the
Option shall vest and become
exercisable as to [25% of the Shares
covered by the Option on the Grant
Date specified above and shall vest
as to the balance (75% of the Shares
covered by the Option) in equal
quarterly increments over the next
following 12 calendar quarters as of
the end of each quarter commencing
March 30, 2007.]Term
    
    Options expire ten (10) years from
the Grant Date, subject to earlier
termination of unexercised, vested
Options as provided herein or as set
forth in the Plan.
 Exercise of Option
 a)
    
    Manner of Exercise. Except as provided in the Plan, Participant may exercise a
vested Option, in whole or in part, at any time during the term of the Option by providing
written notice to the Company stating the number of Shares in respect of which the Option
is being exercised accompanied by payment of the aggregate Exercise Price. Such written
notice may be delivered in person or by certified mail to the Corporate Secretary of the
Company or in such other form or manner as the Compensation Committee of the Board of
Directors of the Company (the Committee) may approve or any administrative agent engaged
by the Company may specify for such purpose. The Option may not be exercised with respect
to a number of Shares that is less than the lesser of (i) twenty-five or (ii) the total
number of Shares remaining available for exercise pursuant to this Grant Agreement.b)
    
    Payment. In order for an exercise of the vested Option to be effective,
Participant must pay the aggregate Exercise Price and any withholding taxes required to be
withheld with respect to the Shares being purchased. Such payment shall be made to the
Company in cash or pursuant to such other payment terms and arrangements as the Committee
may accept.
 Transferability of Option
 a)
    
    Limit on Transfers. During Participants lifetime, all Options shall be
exercisable, only by Participant or by the legal guardian of a disabled Participant.
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b)
    
    Dispositions to Beneficiaries. Participant shall have the right to designate a
beneficiary who shall be entitled to exercise Participants Options (subject to their terms
and conditions) following Participants death, and to whom any amounts payable following
Participants death shall be paid. Such designation shall be made in such manner and in
accordance with such procedures as may be established by the Committee from time to time.
If no beneficiary designation has been made to the Committee at the time of Participants
death, then Participants beneficiary shall be deemed to be Participants estate or heirs
pursuant to the laws of descent and distribution. In order to exercise a Option after
Participants death, the beneficiary, or if no beneficiary designation has been made the
personal representative of Participants estate or Participants lawful heirs, must agree
to be bound by the provisions of the Plan and this Grant Agreement and to be treated as the
Participant under the Plan and the Grant Agreement. All references to the
Participant under the Plan and this Grant Agreement shall be deemed to refer to
Participants beneficiaries, the personal representative of Participants estate or
Participants heirs, as applicable after his or her death; provided, however, that
references in the Plan or this Grant Agreement to the employment of a Participant or to the
termination of such Employment or to any competitive activity by a Participant shall
continue to refer to the employment or any competitive activity of Participant.
 c)
    
    Legal Restrictions on Transferability and Exercise. The Option covered hereby
may not be exercised in any manner or at any time if the issuance of Shares upon the
exercise of the Option or the method of payment of consideration for such Shares would
constitute a violation of any applicable federal or state securities or other law or
regulation, including any rule under Part 207 of Title 12 of the Code of Federal
Regulations (Regulation G) as promulgated by the Federal Reserve Board. Participant
agrees that if any of the Shares acquired by exercise of the Option granted hereunder are
registered under the Securities Act of 1933, as amended, no public offering (otherwise than
on a national securities exchange, as defined in the Securities Exchange Act of 1934, as
amended) of any Shares acquired by exercise of the Option will be made by Participant or by
any successor under circumstances such that Participant or such successor may be deemed an
underwriter, as defined in the Securities Act of 1933, as amended.
 Withholding Taxes
 Applicability of Change of Control Provisions of the Plan
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Termination of Employment or Services
 (a)
    
    Termination for reasons other than disability, death or discharge for Cause.
 (i)
    
    Unvested Options Held on the Date of Termination. Any unvested Options
held by Participant as of the date of termination shall immediately expire.(ii)
    
    Vested but Unexercised Options. The deadline for Participants
exercise of any vested Stock Options held by Participant as of the date of termination
of employment or services (Termination Date) shall be three (3) months after the
Termination Date. Any vested but unexercised Stock Options not exercised on or before
the Exercise Deadline shall immediately expire.
 (b)
    
    Termination for Cause; Post-employment conduct in contravention of this Grant
Agreement.If the Committee determines that Participant has engaged in conduct that
constitutes Cause at any time while Participant is employed by or provided service to the
Employer or thereafter, any and all Options then outstanding shall immediately terminate.
Participant shall automatically forfeit all rights with respect to any exercised portion of
an Option for which share certificates otherwise issuable have not been delivered, subject
to refund by the Company of the Exercise Price paid by Participant for such Shares.(c)
    
    Termination of employment or services on account of Participants death or Disability.
In the event of the termination of Participants employment or services on behalf of the
Employer as a result of Participants death or Disability, any unvested Options held by
Participant on the date such termination occurs that are scheduled to vest on or before the
first anniversary of the Termination Date shall immediately vest. Participants vested
Options may be exercised by Participant (or Participants beneficiaries or estate, in the
case of Participants death) until the second anniversary of the date of termination of
employment or services. Any unexercised Options held by Participant (or his or her
beneficiaries or estate, in the case of death) which have not been exercised prior to such
exercise deadline shall immediately expire and Participant (or Participants beneficiaries
or estate) shall forfeit any right, title or interest in the unexercised Options.
  Modification; Waiver.
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Notices
    
  Governing Law
 Securities Law Restrictions.
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Non-Competition, Non-Solicitation and Intellectual Property Covenants.
  (a)
    
    Non-competition and non-solicitation. Participant acknowledges that the Company has
trade secrets and confidential information and that as a key employee of the company, Participant
will have access to certain trade secrets and confidential information. In consideration of the
Option herein granted and of the Companys disclosure of trade secrets and other proprietary
information, Participant agrees that during the term of Participants service as an employee of or
consultant to the Company or any of its subsidiaries and for a period of twenty four (24) months
after such employment or service terminates for any reason, Participant will not directly or
indirectly or in any capacity on Participants own behalf or on behalf of others:
 i)
    
    Call upon any person or entity which was at any time during the preceding 12-month
period a customer or supplier of the Company or its subsidiaries for the purpose of diverting,
taking away business of, or selling products or services competitive with products or services
provided by the Company or its subsidiaries;ii)
    
    Alone or in any capacity on behalf of others solicit or induce any persons or persons
employed by the Company within the preceding 12-month period to leave such employment;iii)
    
    Within North America or any of the states or territories of the United States of
America, either as an employee, employer, consultant, agent, principal, partner, more that 5%
shareholder, member, director, officer, financier, or in any other individual or representative
capacity, engage or participate in any business or business activity that develops, designs,
engineers, manufactures, markets, advertises, sells, leases, licenses or distributes or manages
assets, products, software, asset tracking devices, systems or solutions, shipping containers, or
which conducts business operations or performs services that are in competition with any product,
sale or service activities conducted by the Company or its subsidiaries in relation to a Material
Business Activity. Material Business Activity shall be defined as a business activity or line of
business which comprised in excess of 20% of the Companys revenue for the preceding 12-month
period.
 (b)
    
    Intellectual property; Inventions and creative works. Participant shall disclose
promptly to the Company any and all inventions, improvements, discoveries and the like (whether or
not patentable), and all software, documentation, and other works of authorship, which Participant
conceives, devises, develops, perfects, creates or uses, whether alone or with others during the
term of Participants employment, and Participant hereby assigns to the Company all inventions and
all rights (including without limitation, patent rights and copyrights) in such inventions,
software, works of authorship and the like hereafter developed or conceived by Participant while
performing such services for the Company.
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(c)
    
    Stipulations and enforcement. Participant acknowledges and agrees that the agreements
and restrictions herein are reasonable and necessary for the protection of the Company and are an
essential inducement to the Companys grant of the Option. Participant agrees to be bound by the
provisions of this Section 11 to the maximum extent permitted by law, it being the intent and
spirit of the parties that the foregoing shall be fully enforceable. However, the parties further
agree and stipulate that it is their intent and mutual desire that if any of the restrictions
contained in this agreement are held to be excessively broad as to duration, geographical scope,
effect upon property rights or otherwise unenforceable, the court so holding shall reduce the
geographic restriction and/or the duration of this agreement, or effect any other change to the
extent, but only to the extent absolutely necessary to render the covenants or restrictions
enforceable, while still giving effect to the parties expressed desire that Company be protected
to the greatest extent possible under the applicable law. Each of the terms and provisions of this
agreement is severable in whole or in part. Any term or provision found by the court to be invalid
or illegal and not subject to reformation shall be excised by the court, and the remaining terms
and provisions shall not be affected and shall remain in full force and effect. Participant
acknowledges that Participants services to the Company or its subsidiaries involve such special
knowledge of the Companys business activities and trade secrets that any breach or threatened
breach cannot be remedied solely by monetary compensation or damages. Accordingly, Participant
agrees that any breach or threatened breach of any of the non-competition, non-solicitation and
intellectual property covenants of this Section 11 shall allow the Company to seek injunctive
relief restraining Participant or any other person, business or firm from committing or
participating in such breach or anticipated breach, or engaging in any activity which shall
constitute a breach of the provisions of this Section.
 Participants Acknowledgement of Plan Administration Conditions.
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PARTICIPANT:
    
    SMART MOVE, INC.By:Name:
    
    
    
    Name:Participant Residence Address
    
    Title:
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