Remote Dynamics Inc
2004 RESTATED MANAGEMENT INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>14
<FILENAME>d20279exv10w28.txt
<DESCRIPTION>2004 RESTATED MANAGEMENT INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.28
                              REMOTE DYNAMICS, INC.

                     RESTATED 2004 MANAGEMENT INCENTIVE PLAN

1.    ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

      1.1   ESTABLISHMENT. The Remote Dynamics, Inc. 2004 Management Incentive
            Plan (the "Prior Plan") was originally established effective July 8,
            2004.

      1.2   RESTATEMENT OF PLAN. The Prior Plan is hereby amended and restated,
            effective August 1, 2004, as the Remote Dynamics, Inc. Restated 2004
            Management Incentive Plan (the "Plan"), in accordance with terms in
            the Third Amended Joint Plan of Reorganization, which was approved
            by the United States Bankruptcy Court for the Northern District of
            Texas Dallas Division on June 29, 2004.

      1.3   PURPOSE. The purpose of the Plan is to advance the interests of
            Remote Dynamics, Inc. (the "Company") and its stockholders by
            providing an incentive to certain management employees in connection
            with the Company's reorganization and by motivating such persons to
            contribute to the growth and profitability of the Company.

      1.4   TERM OF PLAN. The Plan shall continue in effect until the earlier of
            its termination by the Board or the date on which the restrictions
            on the shares of Stock issued hereunder have lapsed.

2.    DEFINITIONS

      2.1   "BOARD OF DIRECTORS" means the board of directors of the Company.

      2.2   "CAUSE" means any of the following events, which will constitute
            cause for termination:

            (a)   Any act of fraud, misappropriation or embezzlement by the Key
                  Executive with respect to any aspect of Company's business;

            (b)   The breach by the Key Executive of any provision of Sections
                  1, 2 or 4 of such Key Executive's Employment Agreement with
                  the Company (including, but not limited to, a refusal to
                  follow lawful directives of the Board of Directors of Company
                  or their designees which are not inconsistent with the duties
                  of the Key Executive's position and the provisions of this
                  Agreement);

            (c)   The conviction of the Key Executive by a court of competent
                  jurisdiction of a felony or of a crime involving moral
                  turpitude;

            (d)   The intentional and material breach by the Key Executive of
                  any non-disclosure or non-competition/non-solicitation
                  provision of any agreement to which the Key Executive and
                  Company or any of its subsidiaries are parties; or

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            (e)   The intentional and continual failure by the Key Executive to
                  perform in all material respects his duties and
                  responsibilities (other than as a result of death or Permanent
                  Disability) and the failure of the Key Executive to cure the
                  same in all material respects within thirty (30) days after
                  written notice thereof from Company;

            (f)   The illegal use of drugs by the Key Executive during the term
                  of this Agreement that, in the determination of the Board of
                  Directors of Company, substantially interferes with the Key
                  Executive's performance of his duties hereunder;

            (g)   The acceptance of employment with any other employer except
                  upon written permission of the Board of Directors of Company.

      2.3   "CHANGE OF CONTROL" means the occurrence of any of the following
            events:

            (a)   any "person" or "group" as such terms are used under Sections
                  13(d) and 14(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), other than Company or a current
                  shareholder or option holder, any trustee or any other
                  fiduciary holding securities under an Executive benefit plan
                  of Company, or any corporation owned, directly or indirectly,
                  by the stockholders of Company in substantially the same
                  proportions as their ownership of Common Stock of Company,
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act), of securities of Company representing
                  thirty-five percent (35%) or more of the combined voting power
                  of Company's voting securities then-outstanding;

            (b)   during any period of two (2) consecutive years, individuals
                  who at the beginning of such period constituted the Board of
                  Directors of Company cease for any reason to constitute a
                  majority thereof (unless the election, or nomination for
                  election by Company's stockholders, of such director was
                  approved by a vote of at least two-thirds (2/3) of the
                  directors then still in office who either were directors at
                  the beginning of such period or whose election or nomination
                  for election was previously so approved);

            (c)   Company completes a merger or consolidation of Company with
                  another corporation, other than (A) a merger or consolidation
                  which would result in the voting securities of Company
                  outstanding immediately prior thereto continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of the surviving entity) more than eighty
                  percent (80%) of the combined voting power of the voting
                  securities of Company or such surviving entity outstanding
                  immediately after such merger or consolidation, or (B) a
                  merger or consolidation effected to implement a
                  recapitalization of Company (or similar transaction) in which
                  no "person" (as herein above defined), excluding a current
                  shareholder or option holder, acquires more than thirty
                  percent (35%) of the combined voting power of Company's
                  then-outstanding voting securities; or

                                      -2-
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            (d)   the stockholders of Company approve a plan of complete
                  liquidation of Company or any agreement for the sale or
                  disposition by Company of all or substantially all of
                  Company's assets.

      2.4   "COMMITTEE" shall mean the Compensation Committee of the Board,
            which shall consist of two or more Directors, each of whom shall be
            an "outside director" within the meaning of Code Section 162(m) and
            the regulations promulgated thereunder.

      2.5   "COMMON STOCK" means shares of the Company's authorized voting
            common stock, $0.01 par value per share.

      2.6   "COMPANY" means Remote Dynamics, Inc., a Delaware corporation.

      2.7   "DIRECTOR" means a member of the Board of Directors.

      2.8   "EFFECTIVE DATE" means the date established by the Board on which a
            Key Executive is entitled to have the Company issue certificates
            representing shares of Restricted Stock.

      2.9   "1934 ACT" means the Securities Exchange Act of 1934, as amended, or
            any successor statute.

      2.10  "KEY EXECUTIVE" means an eligible person, as described in Article 5
            hereof who accepts a grant of Restricted Stock.

      2.11  "PERMANENT DISABILITY" means a Key Executive is substantially unable
            to perform his or her duties to the Company due to injury, illness
            or disability (physical or mental) for a period of six (6)
            consecutive months, as determined in the sole discretion of the
            Board of Directors.

      2.12  "PLAN" means the Remote Dynamics, Inc. Restated 2004 Management
            Incentive Plan.

      2.13  "RESIGNATION FOR GOOD REASON" means the Key Executive's termination
            of employment with the Company at any time beginning six (6) months
            prior to a Change of Control and ending two (2) years subsequent to
            a Change of Control if such termination is due to the occurrence of
            any of the following events:

            (a)   the reduction of the Key Executive's job title, position or
                  responsibilities without the Key Executive's prior written
                  consent;

            (b)   the change of the location where the Key Executive is based to
                  a location which is more than fifty (50) miles from his
                  present location without the Key Executive's prior written
                  consent; or

            (c)   any reduction of the Key Executive's annual base salary and
                  percentage bonus potential from the highest annual base salary
                  actually paid to Key

                                      -3-
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                  Executive and the highest potential percentage bonus which
                  could have been earned by Key Executive during the two (2)
                  years immediately preceding the Change of Control.

      2.14  "RESTRICTED STOCK" means shares of Common Stock which are granted
            pursuant to the terms of Article 4 hereof and which are subject to
            the restrictions set forth in 4.3 and 4.8 hereof for so long as such
            restrictions continue to apply to such shares.

      2.15  "RESTRICTED STOCK AGREEMENT" means a written agreement between the
            Company and the Key Executive of Restricted Stock.

      2.16  "SUBSIDIARY" means a corporation or association taxable as a
            corporation pursuant to the Code in which the Company owns more than
            50% of the total combined voting power of all classes of stock, or a
            partnership in which the Company owns more than 50% of the profits
            interest or capital interest.

      2.17  "VESTING DATE" means the date designated in a Key Executive's
            Restricted Stock Agreement.

3.    ADMINISTRATION

      3.1   COMMITTEE. The Committee shall administer the Plan. At any time that
            any class of equity security of the Company is registered pursuant
            to Section 12 of the Securities Exchange Act of 1934, the Plan shall
            be administered in compliance with the requirements, if any, of Rule
            16b-3. The Committee shall select one of its members to act as
            chairman and shall hold meetings at such times and places as it may
            determine. The Committee may appoint a secretary and, subject to the
            provisions of the Plan and to policies determined by the Board of
            Directors, may make such rules and regulations for the conduct of
            its business as it shall deem advisable. A majority of the Committee
            shall constitute a quorum. All action of the Committee shall be
            taken by a majority of its members. Any action may be taken by a
            written instrument signed by all of the members of the Committee,
            and action so taken shall be fully as effective as if it had been
            taken by a vote of all of the members at a meeting duly called and
            held. Members of the Committee may participate in and hold meetings
            by means of conference telephone or similar communication equipment
            by means of which all persons participating in the meeting can hear
            each other, and participation in a meeting pursuant to this sentence
            shall constitute presence in person at such meeting.

            Awards made under this Plan are intended to be performance-based
            compensation for purposes of Code Section 162(m). In this regard,
            the Committee shall administer this Plan in a manner that will
            permit the awards to qualify as performance-based compensation under
            Code Section 162(m). In particular, the Committee shall be required
            to make a formal determination that a performance condition
            described in Section 4.2 and Exhibit A have been satisfied at the
            time that a portion of a Key Executive's shares of Restricted Stock
            become vested.

                                      -4-

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      3.2   CONSTRUCTION OF THE PLAN. Subject to the express terms and
            conditions of the Plan, the Committee shall have full power to
            construe or interpret the Plan, to prescribe, amend, and rescind
            rules and regulations relating to the Plan and to make all other
            determinations necessary or advisable for its administration.

      3.3   REPORT TO BOARD OF DIRECTORS. The Committee shall report to the
            Board of Directors the names of the Key Executives granted
            Restricted Stock, the terms and conditions of each grant of
            Restricted Stock, and the ongoing status of each such grant of
            Restricted Stock.

      3.4   NO LIABILITY. No member of the Board of Directors or of the
            Committee shall be liable for any action, determination or
            interpretation made in good faith with respect to the Plan or any
            grant of Restricted Stock.

4.    RESTRICTED STOCK

      4.1   GRANT OF RESTRICTED STOCK. Subject to the provisions of this Article
            4, the Key Executives may be granted shares of Restricted Stock in
            accordance with Section 4.9(a). A Restricted Stock Agreement shall
            evidence each grant of shares of Restricted Stock. Each grant of
            shares of Restricted Stock shall comply with and be subject to the
            terms and conditions set forth herein.

      4.2   EFFECTIVE DATE AND VESTING CONDITIONS. The grant of shares of
            Restricted Stock to each Key Executive shall be subject to the
            performance-based restrictions. The performance-based restrictions
            for grants made prior to the restatement date of this Plan are
            listed on the attached Exhibit A. The restrictions to be imposed on
            future grants shall be tied to continued employment or the
            attainment of criteria established by the Company's Board of
            Directors, which shall be documented in the Restricted Stock
            Agreement issued for such grant and a new Exhibit to the Plan.
            Provided that all conditions to the vesting of a share of Restricted
            Stock are satisfied, and except as provided in Sections 3.1, 4.3 and
            4.8 hereof, upon the occurrence of the Vesting Date with respect to
            a share of Restricted Stock, such share shall vest and the
            restrictions of Section 4.3 hereof shall cease to apply to such
            share.

      4.3   RESTRICTIONS ON TRANSFER BEFORE VESTING. Before the vesting of a
            share of Restricted Stock, no transfer, whether voluntary or
            involuntary, by operation of law or otherwise, shall vest the
            transferee with any interest or right in or with respect to such
            share, but immediately upon any attempt to transfer such rights,
            such share, and all of the rights related thereto, shall be
            forfeited by the Key Executive and the transfer shall be of no force
            or effect.

      4.4   ISSUANCE OF CERTIFICATES. After the Effective Date, the Company
            shall cause as soon as practicable to be issued a stock certificate,
            registered in the name of the Key Executive to whom such shares were
            granted, evidencing such shares; provided, that the Company shall
            not cause to be issued such a stock certificate

                                      -5-

<PAGE>

            unless it has received a stock power duly endorsed in blank with
            respect to such shares. Each such stock certificate shall bear the
            following legend:

            THE TRANSFER OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED
            HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS
            (INCLUDING FORFEITURE, RESTRICTIONS, AGAINST TRANSFER, SALE, PLEDGE,
            OR OTHER DISPOSITION), CONTAINED IN THE 2004 MANAGEMENT INCENTIVE
            PLAN OF THE CORPORATION AND AN AGREEMENT ENTERED INTO BETWEEN THE
            REGISTERED OWNER OF SUCH SHARES AND THE CORPORATION. THIS
            CERTIFICATE IS TRANSFERABLE ONLY IN COMPLIANCE WITH AND SUBJECT TO
            THE PROVISIONS OF SUCH PLAN AND AGREEMENT. UPON THE OCCURRENCE OF
            CERTAIN EVENTS, THIS CERTIFICATE MAY BE CANCELED WITHOUT NOTICE TO
            THE HOLDER HEREOF IF SUCH HOLDER IS NOT LISTED AS THE REGISTERED
            HOLDER ON THE BOOKS OF THE CORPORATION. A COPY OF THE PLAN AND
            AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE
            CORPORATION. THE CORPORATION WILL FURNISH A COPY OF THE PLAN AND
            AGREEMENT TO THE RECORD HOLDER OF THE CERTIFICATE WITHOUT CHARGE
            UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF
            BUSINESS OR REGISTERED OFFICE.

            Such legend shall not be removed from the certificate evidencing
            such shares until such shares vest pursuant to the terms hereof and
            all restrictions on transferability set forth in the Restricted
            Stock Agreement contemplated pursuant to Section 5.1 hereunder
            either terminate or are removed by the Board.

            Each certificate issued pursuant to this Section 4.4, together with
            the stock powers relating to the shares of Restricted Stock
            evidenced by such certificate, may be retained by the Company or
            deposited by the Company with a custodian designated by the Company,
            which custodian may be an employee of the Company. The Company shall
            issue or shall cause such custodian to issue to the Key Executive a
            receipt evidencing the certificates held by it that are registered
            in the name of the Key Executive.

      4.5   CONSEQUENCES UPON VESTING. Upon the vesting of a share of Restricted
            Stock pursuant to the terms hereof, the restrictions of Section 4.3
            hereof shall cease to apply to such share. Within a reasonable time
            after a share of Restricted Stock vests pursuant to the terms hereof
            and any restrictions on transfer contained in the Restricted Stock
            Agreement terminate or are otherwise removed by the Board, the
            Company shall cause to be issued and delivered to the Key Executive
            to whom such shares were granted a new certificate evidencing such
            shares, free of the legend set forth in Section 4.4 hereof, in
            replacement of the certificate held by the Company or the custodian
            pursuant to Section 4.4 hereof; provided that the

                                      -6-

<PAGE>

            issuance of such certificate shall not affect any restrictions upon
            the transfer of such shares pursuant to applicable law or otherwise.

      4.6   VOTING RIGHTS. Immediately upon granting of Restricted Stock to a
            Key Executive and throughout the Restricted Period, such Key
            Executive shall be deemed the holder of record of such shares of
            Restricted Stock for purposes of voting.

      4.7   DIVIDENDS. On the Payment Date as of which cash dividends are paid
            by the Company on shares of Common Stock, the Company shall credit
            to a bookkeeping account in the name of the Key Executive the amount
            of cash dividends payable on such Key Executive's shares of
            Restricted Stock (the "Dividend Account"). The Key Executive's
            Dividend Account associated with his or her shares of Restricted
            Stock shall become vested and payable in cash on the Vesting Date
            with respect to such shares.

      4.8   EFFECT OF TERMINATION OF EMPLOYMENT.

            (a)   Termination due to Death or Permanent Disability. If the
                  employment of a Key Executive with the Company shall terminate
                  due to death or Permanent Disability of the Key Executive, all
                  of his or her shares of Restricted Stock, to the extent not
                  forfeited or canceled on or before such termination pursuant
                  to any provision hereof, shall vest on the date of such
                  termination.

            (b)   Termination by the Company for Cause. In the event the
                  employment of a Key Executive with the Company is terminated
                  by the Company for Cause, all shares of Restricted Stock
                  granted to such Key Executive that have not vested as of the
                  date of such termination shall immediately be forfeited to the
                  Company.

            (c)   Termination by the Company not for Cause. If the employment of
                  a Key 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 Key
                  Executive shall not be entitled to receive fifty percent (50%)
                  of the Restricted Stock that is no longer possible to become
                  vested..

            (d)   Key Executive's Resignation for Good Reason. In the event of a
                  Key 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 Key Executive shall not be entitled to
                  receive fifty percent (50%) of the Restricted Stock that is no
                  longer possible to become vested. .

                                      -7-

<PAGE>

            (e)   Key Executive's Voluntary Termination. In the event a Key
                  Executive terminates employment with the Company not by reason
                  of death, Permanent Disability, or Resignation for Good
                  Reason, all shares of Restricted Stock granted to such Key
                  Executive that have not vested as of the date of such
                  termination shall immediately be forfeited to the Company.

      4.9   STOCK SUBJECT TO PLAN.

            (a)   The total number of shares of Common Stock that may be awarded
                  pursuant to Restricted Stock grants under the Plan shall be
                  700,000, inclusive of any shares previously granted to a Key
                  Executive but subsequently forfeited under the terms of the
                  Plan. The awards shall be as follows:

                  (i)   Previously Issued Grants.

<TABLE>
<CAPTION>
KEY EXECUTIVE           NUMBER OF SHARES
<S>                     <C>
Dennis R. Casey              150,000
W. Michael Smith             100,000
J. Raymond Bilbao            100,000
</TABLE>

                  (ii)  Additional Grants. Additional Restricted Stock grants
                        may be made to one or more Key Executives named in
                        subparagraph (a)(i) and/or such other executives
                        determined to be eligible Key Executives by the Board in
                        its sole discretion, in increments as determined by the
                        Board, not to exceed an aggregate total of 350,000
                        shares of Common Stock, exclusive of the shares
                        enumerated in subparagraph (a)(i).

            (b)   The shares of Common Stock subject to Restricted Stock grants
                  granted pursuant to the Plan shall be shares of Common Stock
                  (i) held in the Company's treasury, (ii) issued from the
                  Company's authorized and unissued stock, or (iii) purchased in
                  the open market or in privately negotiated arms' length
                  transactions for the benefit of Key Executives.

            (c)   Shares that by reason of a forfeiture of a Restricted Stock
                  grant, or for any other reason, are no longer subject to
                  delivery or issuance pursuant to a Restricted Stock grant
                  under the Plan, may be made subject to additional Restricted
                  Stock grants by the Committee pursuant to the provisions of
                  this Plan. In such event, the Committee shall establish such
                  performance criteria, vesting dates and other terms and
                  conditions of the additional

                                      -8-

<PAGE>

                  Restricted Stock grants as it determines, in its sole
                  discretion, are necessary and appropriate.

      4.10  ADJUSTMENT OF SHARES ON RECAPITALIZATION OR REORGANIZATION. The
            aggregate number of shares of Common Stock as to which Restricted
            Stock grants may be granted to Key Executives under the Plan shall
            be proportionately adjusted for any increase or decrease in the
            number of issued shares of Common Stock of the Company resulting
            from the subdivision or combination of shares or other capital
            adjustments, or the payment of a stock dividend after the effective
            date of this Plan, or other increase or decrease in such shares
            effected without receipt of consideration by the Company, provided,
            however, that fractional shares of Restricted Stock resulting from
            any such adjustment shall be redeemed by the Company for cash
            payment of the higher of fair market value (closing price of the
            stock on the principal exchange on which the shares are traded) for
            such redeemed shares, determined as of the last day of the calendar
            quarter prior to such redemption, and par value for such redeemed
            shares, subject to the legality of such payment, which may be
            deferred to a later date when the Company has sufficient capital to
            legally redeem such fractional shares. Adjustments under this
            Section 4.10 shall be made by the Board, whose determination as to
            what adjustments shall be made, and the extent thereof, shall be
            final, binding and conclusive.

      4.11  CHANGE OF CONTROL. In the event that, while any of the restrictions
            described in Section 4.3 apply to an award of Restricted Stock there
            shall occur a Change of Control, then with respect to each share of
            Restricted Stock outstanding immediately prior to the consummation
            of such transaction and without the necessity of any action by the
            Board:

            (a)   If provision is made in writing in connection with such
                  transaction for the continuance and/or assumption of the
                  shares of Restricted Stock granted under the Plan, or the
                  substitution for such shares of Restricted Stock of new shares
                  of restricted stock, with the same terms and conditions as the
                  original award made hereunder, but with appropriate adjustment
                  as to the number and kind of shares or other securities
                  deliverable with respect thereto, the shares of Restricted
                  Stock granted hereunder, or the new shares of restricted stock
                  substituted therefor, shall continue, subject to such
                  adjustment, in the manner and under the terms provided in the
                  applicable Restricted Stock Agreements.

            (b)   In the event provision is not made in connection with such
                  transaction for the continuance and/or assumption of the
                  shares of Restricted Stock granted under the Plan, or for the
                  substitution of equivalent awards, then all restrictions on
                  any award of shares of Restricted Stock shall lapse
                  immediately prior to the effective date of such transaction.

                                      -9-

<PAGE>

5.    RESTRICTED STOCK AGREEMENTS

      5.1   WRITTEN AGREEMENTS. Grants of Restricted Stock granted hereunder
            shall be evidenced by written Restricted Stock Agreements containing
            such terms and provisions as are recommended and approved from time
            to time by the Board, subject to the terms of the Plan. The Board
            may from time to time require additional terms that the Board deems
            necessary or advisable. The Company shall execute Restricted Stock
            Agreements upon instruction from the Board, the execution, delivery
            and performance of which agreements shall be deemed duly authorized
            by the Board of Directors.

      5.2   SPECIFIC TERMS OF AGREEMENT. Each Key Executive shall agree to
            execute, if requested by the Company, at the time of grant of
            Restricted Stock, an agreement stating that he or she is acquiring
            the shares of Common Stock subject to a grant of Restricted Stock
            for investment purposes and not with a view to the resale or
            distribution thereof;

6.    RESTRICTIONS ON TRANSFER

      6.1   RESTRICTIONS UNDER THE 1933 ACT. In the event the disposition of
            shares acquired pursuant to the Plan is not covered by a then
            current registration statement under the Securities Act of 1933 (the
            "1933 Act"), and is not otherwise exempt from such registration,
            transfer of the shares shall be restricted to the extent required by
            the 1933 Act or the regulations thereunder, and all certificates
            representing such shares shall bear legends describing such
            restrictions.

      6.2   ADDITIONAL RESTRICTIONS IMPOSED BY COMMITTEE. The Board, in its
            discretion, may establish in any Restricted Stock Agreement
            additional restrictions on the transfer of shares of stock issued
            pursuant to the Plan and may require that the shares be held by the
            Company in custody until all such restrictions have lapsed, and/or
            that the legend referencing such restrictions remain on the
            certificate(s) for such shares until such restrictions have
            terminated or are removed by the Board.

7.    AMENDMENTS

      7.1   AMENDMENTS WITHOUT SHAREHOLDER APPROVAL. The Board of Directors may,
            from time to time, without the approval of the shareholders of the
            Company, except to the extent required by the 1933 Act or the rules
            and regulations of NASDAQ, alter, suspend or terminate the Plan, or
            alter or amend any and all Restricted Stock Agreements granted
            thereunder.

      7.2   CONSENT TO AMENDMENTS. Each Key Executive, by execution of their
            respective Restricted Stock Agreements, and acceptance of the
            Restricted Stock related thereto, expressly consents to any
            amendment or alteration to the Plan in accordance with Section 7.1.
            No authorization, however, is hereby given to alter any outstanding
            Restricted Stock grant Agreement to the material detriment of a Key
            Executive, without his or her consent.

                                      -10-
<PAGE>

8.    EMPLOYMENT OBLIGATION.

      The granting of any Restricted Stock under this Plan shall not impose upon
      the Company or any Subsidiary any obligation whatsoever to employ or to
      continue to employ any Key Executive. The right of the Company to
      terminate the employment of any Key Executive shall not be diminished or
      affected by reason of the fact that Restricted Stock has been granted to
      such person under the Plan.

9.    EFFECTIVE DATE AND TERM OF PLAN

      This Plan is amended and restated effective as of August 1, 2004. Unless
      sooner terminated by the Board of Directors, this Plan shall terminate on
      the later to occur of (i) the last day of the Company's fiscal year 2014,
      or (ii) when all shares subject to the Plan as set out in Section 4.9
      above have been issued and are no longer subject to any of the specific
      provisions, restrictions, terms and conditions of the Plan or the
      Restricted Stock Agreement pursuant to which they were issued.

10.   MISCELLANEOUS

      10.1  REGISTRATION. Each award granted under the Plan is subject to the
            requirement that, if at any time the Board determines, in its sole
            discretion, that the listing, registration or qualification of
            shares issuable pursuant to the Plan is required by any securities
            exchange or under any state or federal law, or the consent or
            approval of any governmental regulatory body is necessary or
            desirable as a condition of, or in connection with, the grant of or
            the issuance of shares, no shares under the Plan shall be granted or
            shares issued, in whole or in part, unless listing, registration,
            qualification, consent or approval has been effected or obtained
            free of any conditions except as acceptable to the Board of
            Directors. The Board may require such legends be placed on shares of
            Common Stock as it deems necessary, including a legend stating that
            such shares have not been registered under the 1933 Act, or under
            applicable state law, and that the Company will require a
            satisfactory opinion of counsel prior to transfer of such shares.

      10.2  CHANGE OF CONTROL OF THE COMPANY. The existence of the Plan and the
            Restricted Stock granted hereunder shall not affect in any way the
            right or power of the Board of Directors or the shareholders of the
            Company to make or authorize any adjustment, recapitalization,
            reorganization or other change in the Company's capital structure or
            its business, any merger or consolidation of the Company, any issue
            of bonds, debentures, preferred or prior preference stocks ahead of
            or affecting Common Stock or the rights thereof, the dissolution or
            liquidation of the Company or any sale or transfer of all or any
            part of its assets or business, or any other corporate act or
            proceeding.

      10.3  WORD USAGE. Words used in the masculine, feminine or neuter gender
            shall apply to such other appropriate gender as is applicable, and
            wherever the context dictates, the plural shall be read as the
            singular and the singular as the plural.

                                       15
<PAGE>

      10.4  STATE LAW. The laws of the State of Texas shall govern all questions
            arising with respect to the Plan and the Restricted Stock Agreements
            except to the extent federal law supersedes Texas law.

      10.5  HEADINGS. The headings in the Plan are solely for convenience of
            reference and shall be given no effect in the construction or
            interpretation of the Plan.

      10.6  NOTICES. All notices, requests, consents and other communications
            hereunder shall be in writing and shall be deemed to have been
            given, if personally delivered, on the date of actual delivery, or
            if mailed by first class registered or certified mail, postage
            prepaid, on the day after deposit into the United States mail.
            Notices should be delivered to the Company at its principal
            executive offices, and to the Key Executive at such party's address
            set forth on the signature page of the Key Executive's Restricted
            Stock Agreement. If no such address for the Key Executive is set
            forth on such Restricted Stock Agreement, notice shall be delivered
            to the last known address of Key Executive on the books and records
            of the Company. A Key Executive may change its address for notice by
            delivery to the Company of notice containing such change.

      10.7  CONFLICT IN TERMS. In case of any conflict between the term of any
            Restricted Stock Agreement, and the terms of this Plan, the terms of
            this Plan shall control, unless specifically stated to the contrary
            in such agreement.

      10.8  SEVERABILITY. In the event that any one or more of the provisions or
            parts of a provision contained in this Plan 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.

                                      -12-
<PAGE>

                  The foregoing Remote Dynamics, Inc. Restated 2004 Management
                  Incentive Plan was adopted by the Board of Directors effective
                  as of July 13, 2004

                  /s/ J. Raymond Bilbao
                  --------------------------------------
                  Senior VP, General Counsel & Secretary

                                      -13-
<PAGE>

                                    EXHIBIT A

                     List Performance-Based Vesting 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 Key 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
      Key Executive Employment Agreement.

                                      -14-

</TEXT>
</DOCUMENT>
