EXHIBIT 10.28

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement"), entered into and effective as of the 30th day of November 2002 by and between UbiquiTel Inc.,
a Delaware corporation (the "Company"), and Donald A. Harris ("Employee").

WHEREAS,
the Company desires to continue to employ Employee in the position of President and Chief Executive Officer, and Employee desires to serve in such capacity on behalf of the
Company.

NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and Employee hereby agree as follows:

1.Employment.

a.Term.The term of this Agreement (the "Term") begins on the date hereof, and terminates on the date three
(3) years from the date hereof, unless sooner terminated by either party as hereinafter provided.

b.Duties.Employee shall serve as the President and Chief Executive Officer ("CEO") of the Company and in such
capacity shall perform the functions and jobs described on Exhibit A and shall report directly to the Board of Directors of the Company. For as long as and during such period in which Employee
is serving as the CEO of the Company, the Company shall cause Employee to be nominated, and, if elected by the Company's shareholders, Employee shall also serve as a member of the Board of Directors
of the Company, without additional compensation.

c.Best Efforts.During the period of his employment, Employee shall devote his best efforts and such time and
attention as shall be necessary to promote the business and affairs of the Company and its
affiliated companies, as such business and affairs now exist or hereafter may be changed or supplemented, and shall, during the term of his employment hereunder, be engaged in other business
activities only to the extent that such activities do not interfere or conflict with his obligations to the Company hereunder, including, without limitation, obligations pursuant to the Noncompetition
and Confidentiality Agreement entered into pursuant to Section 6 below. The foregoing shall not be construed as preventing Employee from investing his assets in such form or manner as will not
require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made; provided, however, that Employee shall not invest in any
business competitive with the Company, except that Employee shall be permitted to own not more than 5% of the stock of those companies whose securities are listed on a national securities exchange or
on the NASDAQ system. The Company agrees that it will not require Employee to relocate his principal residence during the period of his employment hereunder, unless mutually agreed by both parties.

2.Compensation.As compensation for the services to be rendered hereunder, the Company shall pay Employee an
annual gross salary of Two Hundred Thirty-One Thousand Five Hundred Twenty-Five Dollars ($231,525) for the first year of the term hereof. This amount shall be increased by a
minimum of 5% for each subsequent year, provided that any percentage increase greater than 5% shall be determined in the sole discretion of the disinterested members of the Company's Board of
Directors. The salary will be paid in accordance with the Company's existing payroll policies, and shall be subject to applicable withholding taxes. Employee will also be eligible for payments from
the Company in respect of bonuses in amounts and at such times as determined in the sole discretion of the disinterested members of the Company's Board of Directors.

3.Expenses.The Company will reimburse Employee for all necessary and reasonable travel, entertainment and
other business expenses incurred by him in the performance of his duties hereunder, upon receipt of a signed itemized list of such expenditures with appropriate backup documentation, or in accordance
with such other reasonable accounting procedures as the Company may adopt generally from time to time. The Company will also reimburse Employee for legal fees incurred in connection

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with this Agreement, in an amount up to $3,000, upon receipt of appropriate documentation of such fees.

4.Vacation; Benefits.Employee shall be entitled to four (4) weeks' paid vacation per calendar year,
which amounts shall not compound or accrue from year to year if unused. Employee shall be entitled to paid holidays in accordance with the Company's holiday policy and to participate in the Company's
health, life insurance, 401(k) plan, long and short term disability, dental, retirement, and medical programs, if any, as well as executive bonus, benefit or incentive programs (long-term
or short-term), if any, pursuant to their respective terms and conditions but, in any event, at least to the same extent as any other senior executive of the Company. Nothing in this
Agreement shall preclude the Company or any
affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the effective date of this Agreement.

5.Termination.

a.Termination by the Company.



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b.Termination by Employee.



c.Termination by Death or Disability.In the event of Employee's death or permanent disability during the term
of this Agreement, his employment shall terminate on the date of death or date of permanent disability (as determined by the disinterested members of the Board of Directors). In the event of such
termination, the Company's sole obligations to Employee (or Employee's estate) shall be

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for unpaid salary and benefits (then owed or accrued and owed in the future) and reimbursement of expenses pursuant to Sections 3 and 4 through the effective date of termination.

6.Change of Control.

a.    A
"Change of Control" shall be deemed to have occurred if (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), other than any Company employee stock ownership plan or an equivalent retirement plan, becomes the beneficial owner (as such term is used in
Section 13(d) of the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding voting
securities, (ii) the members of the Board of Directors on the date of this Agreement cease to consist of a majority of Continuing Directors (as defined below), (iii) the consummation of
a sale of all or substantially all of the Company's assets or a liquidation (as measured by the fair value of the assets being sold compared to the fair value of all of the Company's assets), or
(iv) a merger or other combination occurs such that a majority of the equity securities of the resultant entity after the transaction are not owned by those who owned a majority of the equity
securities of the Company prior to the transaction. A "Continuing Director" shall mean a member of the Board of Directors who either (i) is a member of the Board of Directors at the date of
this Agreement or (ii) is nominated or appointed to serve as a Director by a majority of the then Continuing Directors.

b.    If
it is determined that any payment or distribution by the Company of benefits provided under this Agreement or any other benefits due upon a Change of Control (the
"Change of Control Benefits") would constitute an "excess parachute payment" within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that would be
subject to an excise tax under section 4999 of the Code (the "Excise Tax") the following provisions shall apply, unless provided otherwise in the applicable plan, program or agreement that
provides change of control payments that are not paid pursuant to this Agreement. If the aggregate present value to Employee of receiving the Change of Control Benefits and paying the Excise Tax is
not greater than the aggregate present value to Employee of the Change of Control Benefits reduced to the safe harbor amount (as defined below), then the Company shall reduce those Change of Control
Benefits specified by Employee such that the aggregate present value to Employee of receiving the Change of Control Benefits is equal to the safe harbor amount. Otherwise Employee shall receive the
full amount of the Change of Control Benefits and Employee shall be responsible for payment of the Excise Tax. For purposes of this paragraph "present value" shall be determined in accordance with
Section 280G(d)(4) of the Code and the term "safe harbor amount" shall mean an amount expressed in the present value that maximizes the aggregate present value of the Change of Control Benefits
without causing any of the Change of Control Benefits to be subject to the deduction limitations set forth in Section 280G of the Code.

c.    All
determinations made pursuant to the foregoing paragraph shall be made by the Company's independent public accountant immediately prior to the Change of Control (the
"Accounting Firm"), which firm shall provide its determinations and any supporting calculations both to the Company and to Employee within ten (10) days of the termination date. Any such
determination by the Accounting Firm shall be binding upon Employee and the Company. Employee shall then, in Employee's sole discretion, determine which and how much of the Change of Control Benefits
shall be eliminated or reduced consistent with the requirements of the foregoing subsection. All of the fees and expenses of the Accounting Firm in performing the determinations referred to above
shall be borne solely by the Company.

7.Restrictive Covenants.As a condition to, and in consideration of, the execution of this Agreement by the
Company, Employee agrees to be bound by the terms of the Noncompetition and Confidentiality Agreement attached hereto as Exhibit B.

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8.Enforcement.Employee acknowledges that the services to be rendered under this Agreement by him are special,
unique and of an extraordinary character, and that irreparable injury will result to the Company and its business and property if he breaches any of the covenants and agreements contained in this
Agreement or in any of the Exhibits hereto. Therefore, Employee expressly agrees that in the event of any such breach or threatened breach, the Company shall be entitled to an injunction to restrain
further breach of that covenant or agreement by Employee or any of Employee's partners, agents, employers, employees, or any persons acting for or with Employee, in addition to any other rights or
remedies available to it, at law or in equity, other than specific performance to enforce the obligation of Employee to provide services to the Company.

9.Survival.The provisions of Sections 7 and 8 shall survive, along with Exhibit B, the termination of
this Agreement.

10.No Mitigation or Set Off.In no event shall Employee be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement and such amounts shall not be reduced, regardless of whether Employee obtains other
employment. The Company's obligation to make the payments provided for in this Section and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against Employee or others.

11.Return of Documents.Upon termination of his employment, Employee agrees to return all documents belonging
to the Company in his possession including, but not limited to, contracts, agreements, licenses, business plans, equipment, software, software programs, products,
work-in-progress, source code, object code, computer disks, books, notes and all copies thereof, whether in written, electronic or other form. In addition, Employee shall
certify to the Company in writing as of the effective date of termination that none of the assets or business records belonging to the Company are in his possession, remain under his control, or have
been transferred to any third person.

12.Effect of Waiver.The waiver by either party of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.

13.Assignment.This Agreement may not be assigned by either party without the express prior written consent of
the other party hereto, except that the Company may assign this Agreement to any subsidiary or affiliate of the Company, provided that no such assignment shall relieve the Company of its obligations
hereunder without the written consent of Employee.

14.Entire Agreement.Except for Section 2.b. of the Employment Agreement dated as of November 29,
1999 between Employee and UbiquiTel Holdings, Inc., this Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings
concerning Employee's employment by the Company. This Agreement may be changed only by a written document signed by Employee and the Company.

15.Severability.If any one or more of the provisions, or portions of any provision, of this Agreement shall be
held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be affected or impaired thereby.

16.Governing Law/Jurisdiction.This Agreement shall be governed by, and construed and enforced in accordance
with, the substantive and procedural laws of the State of Delaware without regard to rules governing conflicts of law.

17.Arbitration.Any controversy, claim or dispute arising out of or relating to this Agreement or Employee's
employment by the Company, including, but not limited to, common law and statutory

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claims for discrimination, wrongful discharge, and unpaid wages, shall be resolved by arbitration in Wilmington, Delaware pursuant to then prevailing National Rules for the Resolution of Employment
Disputes of the American Arbitration Association; provided, that nothing in this Section shall be construed as precluding the Company from bringing an action for injunctive or other equitable relief.
The Company may elect to proceed to court without first resorting to arbitration in the event that Employee breaches any provision of the Noncompetition and Confidentiality Agreement. It is the intent
of the Company that, following a Change of Control, Employee not be required to incur any expenses associated with the enforcement of his rights under this Agreement by arbitration, litigation or
other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Employee hereunder. Accordingly, the Company shall pay Employee on
demand the amount necessary to reimburse Employee in full for all expenses (including all attorneys' fees and legal expenses) incurred by Employee in enforcing any of the obligations of the Company
under this Section following a Change of Control.

18.Indemnification.During the Term, Employee shall be entitled to indemnification and insurance coverage for
directors and officers liability, fiduciary liability and other liabilities arising out of Employee's position with the Company in any capacity, in an amount not less than the highest amount available
to any other senior level executive and to the full extent provided by the Company's certificate of incorporation or by-laws, and such coverage and protections, with respect to the various
liabilities as to which Employee has been customarily indemnified prior to termination of employment, shall continue for at least six (6) years following the end of the Term.

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

| |  | UBIQUITEL INC.
| |  | --------------
| |  | By:           
| |  |               
| |  | Its:          
| |  | EMPLOYEE:     
| |  | By:           
| |  |               

Exhibits:
AJob Description
BNoncompetition and Confidentiality Agreement

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Exhibit A    Job Description Suggested by Employee

Employee will be President and Chief Executive Officer of the Company and a member of the Board of Directors of the Company. In such capacity, he will have
overall responsibility for the implementation of the Company's business plan (the "Plan") and general authority over the management and supervision of the business and operations of the Company,
subject to control of the Board. He shall also perform such other duties as may be assigned to him by the Board and the By-laws. The Employee's powers and duties will include the
following:



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Exhibit B    Noncompetition and Confidentiality Agreement

In consideration of the employment of Employee, and the compensation, training and access to confidential information provided to Employee, and in consideration
of the terms and conditions contained herein and for other good and valuable consideration, the Company and Employee agree as follows:



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