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Security Agreement - MOBILEPRO CORP - 11-15-2004

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					EXHIBIT 10.3

                                          SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of August 23, 2004,
by and between MOBILEPRO CORP. (the "Company"), and the CORNELL CAPITAL PARTNERS, LP (the
"Secured Party").

WHEREAS, the Secured Party has loaned to the Company the sum of Seven Hundred Thousand Dollars
($700,000), as evidenced by that certain secured promissory note of even date herewith entered into by the
Company in favor of the Secured Party (the "Note");

WHEREAS, as a material inducement for the Secured Party to make the loan to the Company and to accept the
Note, the Company hereby grants to the Secured Party a security interest in and to the pledged property
identified on Exhibit "A" hereto (collectively referred to as the "Pledged Property") pursuant to the terms and
conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other
good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                                                   ARTICLE 1.

                                 DEFINITIONS AND INTERPRETATIONS

Section 1.1. Recitals.

The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.

Section 1.2. Interpretations.

Nothing herein expressed or implied is intended or shall be construed to confer upon any person other than the
Secured Party any right, remedy or claim under or by reason hereof.

Section 1.3. Obligations Secured.

The obligations secured hereby are any and all obligations of the Company to the Secured Party under the Note,
in the principal amounts thereof outstanding from time to time, and any other amounts payable by or chargeable
to the Company thereunder or hereunder (collectively, the "Obligations").
                                                   ARTICLE 2.

               PLEDGED OLLATERAL AND ADMINISTRATION OF COLLATERAL

Section 2.1. Pledged Property.

(a) Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a security
interest, for such time as the Obligations shall remain outstanding, in and to all of the property of the Company as
set forth in Exhibit "A" attached hereto (collectively, the "Pledged Property"):

The Pledged Property, as set forth in Exhibit "A" attached hereto, and the products thereof and the proceeds of
all such items are hereinafter collectively referred to as the "Pledged Collateral."

(b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute,
acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured
Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this
Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents
and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the
Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and
preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold
such documents and instruments as secured party, subject to the terms and conditions contained herein.

Section 2.2. Rights; Interests; Etc.

(a) So long as no Event of Default (as hereinafter defined) shall have occurred and be continuing:

(i) the Company shall be entitled to exercise any and all rights pertaining to the Pledged Property or any part
thereof for any purpose not inconsistent with the terms hereof; and

(ii) the Company shall be entitled to receive and retain any and all payments paid or made in respect of the
Pledged Property.

(b) Upon the occurrence and during the continuance of an Event of Default:

(i) All rights of the Company to exercise the rights which it would otherwise be entitled to exercise pursuant to
Section 2.2(a)(i) hereof and to receive payments which it would otherwise be authorized to receive and retain
pursuant to Section 2.2(a)(ii) hereof shall be suspended, and all such rights shall thereupon become vested in the
Secured Party who shall thereupon have the sole right to exercise such rights and to receive and hold as Pledged
Collateral such payments; provided, however, that if the Secured Party shall become entitled and shall elect to
exercise its right to realize on the Pledged Collateral pursuant to Article V hereof, then all cash sums received by
the Secured Party, or held by Company for the benefit of the

                                                          2
Secured Party and paid over pursuant to Section 2.2(b)(ii) hereof, shall be applied against any outstanding
Obligations; and

(ii) All interest, dividends, income and other payments and distributions which are received by the Company
contrary to the provisions of
Section 2.2(b)(i) hereof shall be received in trust for the benefit of the Secured Party, shall be segregated from
other property of the Company and shall be forthwith paid over to the Secured Party; or

(iii) The Secured Party in its sole discretion shall be authorized to sell any or all of the Pledged Property at public
or private sale in order to recoup all of the outstanding principal plus accrued interest owed pursuant to the
Convertible Debenture as described herein

(c) Each of the following events shall constitute a default under this Agreement (each an "Event of Default"):

(i) any default, whether in whole or in part, shall occur in the payment to the Secured Party of principal, interest
or other item comprising the Obligations as and when due or with respect to any other debt or obligation of the
Company to the Secured Party or any other party;

(ii) any default, whether in whole or in part, shall occur in the due observance or performance of any obligations
or other covenants, terms or provisions to be performed under this Agreement or the Note;

(iii) the Company shall: (1) make a general assignment for the benefit of its creditors; (2) apply for or consent to
the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or
any of its assets and properties; (3) commence a voluntary case for relief as a debtor under the United States
Bankruptcy Code;
(4) file with or otherwise submit to any governmental authority any petition, answer or other document seeking:
(A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future
applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors,
dissolution or liquidation; (5) file or otherwise submit any answer or other document admitting or failing to contest
the material allegations of a petition or other document filed or otherwise submitted against it in any proceeding
under any such applicable law, or (6) be adjudicated a bankrupt or insolvent by a court of competent jurisdiction;
or

(iv) any case, proceeding or other action shall be commenced against the Company for the purpose of effecting,
or an order, judgment or decree shall be entered by any court of competent jurisdiction approving (in whole or in
part) anything specified in Section 2.2(c)(iii) hereof, or any receiver, trustee, assignee, custodian, sequestrator,
liquidator or other official shall be appointed with respect to the Company, or shall be appointed to take or shall
otherwise acquire possession or control of all or a substantial part of the assets and properties of the Company,
and any of the foregoing shall continue unstayed and in effect for any period of thirty (30) days.

                                                           3
                                                  ARTICLE 3.

                                 ATTORNEY-IN-FACT; PERFORMANCE

Section 3.1. Secured Party Appointed Attorney-In-Fact.

Upon the occurrence of an Event of Default, the Company hereby appoints the Secured Party as its attorney-in-
fact, with full authority in the place and stead of the Company and in the name of the Company or otherwise,
from time to time in the Secured Party's discretion to take any action and to execute any instrument which the
Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement, including, without
limitation, to receive and collect all instruments made payable to the Company representing any payments in
respect of the Pledged Collateral or any part thereof and to give full discharge for the same. The Secured Party
may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Pledged
Property as and when the Secured Party may determine. To facilitate collection, the Secured Party may notify
account debtors and obligors on any Pledged Property or Pledged Collateral to make payments directly to the
Secured Party.

Section 3.2. Secured Party May Perform.

If the Company fails to perform any agreement contained herein, the Secured Party, at its option, may itself
perform, or cause performance of, such agreement, and the expenses of the Secured Party incurred in connection
therewith shall be included in the Obligations secured hereby and payable by the Company under Section 8.3.

                                                  ARTICLE 4.

                                REPRESENTATIONS AND WARRANTIES

Section 4.1. Authorization; Enforceability.

Each of the parties hereto represents and warrants that it has taken all action necessary to authorize the
execution, delivery and performance of this Agreement and the transactions contemplated hereby; and upon
execution and delivery, this Agreement shall constitute a valid and binding obligation of the respective party,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors'
rights or by the principles governing the availability of equitable remedies.

Section 4.2. Ownership of Pledged Property.

The Company warrants and represents that it is the legal and beneficial owner of the Pledged Property free and
clear of any lien, security interest, option or other charge or encumbrance except for the security interests
identified on Exhibit A hereto and the security interest created by this Agreement.

                                                         4
                                                   ARTICLE 5.

                         DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL

Section 5.1. Default and Remedies.

(a) If an Event of Default described in Section 2.2(c)(i) and (ii) occurs, then in each such case the Secured Party
may declare the Obligations to be due and payable immediately, by a notice in writing to the Company, and upon
any such declaration, the Obligations shall become immediately due and payable. If an Event of Default described
in Sections 2.2(c)(iii) or (iv) occurs and is continuing for the period set forth therein, then the Obligations shall
automatically become immediately due and payable without declaration or other act on the part of the Secured
Party.

(b) Upon the occurrence of an Event of Default, the Secured Party shall,: (i) be entitled to receive all distributions
with respect to the Pledged Collateral, (ii) to cause the Pledged Property to be transferred into the name of the
Secured Party or its nominee, (iii) to dispose of the Pledged Property, and (iv) to realize upon any and all rights in
the Pledged Property then held by the Secured Party.

Section 5.2. Method of Realizing Upon the Pledged Property : Other Remedies.

Upon the occurrence of an Event of Default, in addition to any rights and remedies available at law or in equity,
the following provisions shall govern the Secured Party's right to realize upon the Pledged Property:

(a) Any item of the Pledged Property may be sold for cash or other value in any number of lots at brokers board,
public auction or private sale and may be sold without demand, advertisement or notice (except that the Secured
Party shall give the Company ten (10) days' prior written notice of the time and place or of the time after which a
private sale may be made (the "Sale Notice")), which notice period shall in any event is hereby agreed to be
commercially reasonable. At any sale or sales of the Pledged Property, the Company may bid for and purchase
the whole or any part of the Pledged Property and, upon compliance with the terms of such sale, may hold,
exploit and dispose of the same without further accountability to the Secured Party. The Company will execute
and deliver, or cause to be executed and delivered, such instruments, documents, assignments, waivers,
certificates, and affidavits and supply or cause to be supplied such further information and take such further action
as the Secured Party reasonably shall require in connection with any such sale.

(b) Any cash being held by the Secured Party as Pledged Collateral and all cash proceeds received by the
Secured Party in respect of, sale of, collection from, or other realization upon all or any part of the Pledged
Collateral shall be applied as follows:

(i) to the payment of all amounts due the Secured Party for the expenses reimbursable to it hereunder or owed to
it pursuant to Section 8.3 hereof;

(ii) to the payment of the Obligations then due and unpaid.

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(iii) the balance, if any, to the person or persons entitled thereto, including, without limitation, the Company.

(c) In addition to all of the rights and remedies which the Secured Party may have pursuant to this Agreement, the
Secured Party shall have all of the rights and remedies provided by law, including, without limitation, those under
the Uniform Commercial Code.

(d) If the Company fails to pay such amounts due upon the occurrence of an Event of Default which is continuing,
then the Secured Party may institute a judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same against the Company and
collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of
Company, wherever situated.
(d) The Company agrees that it shall be liable for any reasonable fees, expenses and costs incurred by the
Secured Party in connection with enforcement, collection and preservation of the Note, including, without
limitation, reasonable legal fees and expenses, and such amounts shall be deemed included as Obligations secured
hereby and payable as set forth in Section 8.3 hereof.

Section 5.3. Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relating to the Company or the property of the Company or
of such other obligor or its creditors, the Secured Party (irrespective of whether the Obligations shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective of whether the Secured Party
shall have made any demand on the Company for the payment of the Obligations), subject to the rights of
Previous Security Holders, shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the Obligations and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Secured Party (including any claim for the
reasonable legal fees and expenses and other expenses paid or incurred by the Secured Party) permitted
hereunder and of the Secured Party allowed in such judicial proceeding, and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by the Secured Party to make such payments to the Secured
Party and, in the event that the Secured Party shall consent to the making of such payments directed to the
Secured Party, to pay to the Secured Party any amounts for expenses due it hereunder.

                                                           6
Section 5.4. Duties Regarding Pledged Collateral.

The Secured Party shall have no duty as to the collection or protection of the Pledged Property or any income
thereon or as to the preservation of any rights pertaining thereto, beyond the safe custody and reasonable care of
any of the Pledged Property actually in the Secured Party's possession.

                                                    ARTICLE 6.

                                         AFFIRMATIVE COVENANTS

The Company covenants and agrees that, from the date hereof and until the Obligations have been fully paid and
satisfied, unless the Secured Party shall consent otherwise in writing (as provided in Section 8.4 hereof):

Section 6.1. Existence, Properties, Etc.

(a) The Company shall do, or cause to be done, all things, or proceed with due diligence with any actions or
courses of action, that may be reasonably necessary (i) to maintain Company's due organization, valid existence
and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and
effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a
Material Adverse Effect (as defined below); and (b) the Company shall not do, or cause to be done, any act
impairing the Company's corporate power or authority
(i) to carry on the Company's business as now conducted, and (ii) to execute or deliver this Agreement or any
other document delivered in connection herewith, including, without limitation, any UCC-1 Financing Statements
required by the Secured Party (which other loan instruments collectively shall be referred to as the "Loan
Instruments") to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For
purpose of this Agreement, the term "Material Adverse Effect" shall mean any material and adverse affect as
determined by Secured Party in its sole discretion, whether individually or in the aggregate, upon (a) the
Company's assets, business, operations, properties or condition, financial or otherwise; (b) the Company's to
make payment as and when due of all or any part of the Obligations; or (c) the Pledged Property.

Section 6.2. Financial Statements and Reports.

The Company shall furnish to the Secured Party such financial data as the Secured Party may reasonably request.
Without limiting the foregoing, the Company shall furnish to the Secured Party (or cause to be furnished to the
Secured Party) the following:

(a) as soon as practicable and in any event within ninety (90) days after the end of each fiscal year of the
Company, the balance sheet of the Company as of the close of such fiscal year, the statement of earnings and
retained earnings of the Company as of the close of such fiscal year, and statement of cash flows for the
Company for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting
principles consistently applied, certified by the chief executive and chief financial officers of the Company as being
true and correct and accompanied by a certificate of the chief executive and chief financial officers of the
Company, stating that the Company has kept, observed, performed and

                                                           7
fulfilled each covenant, term and condition of this Agreement during such fiscal year and that no Event of Default
hereunder has occurred and is continuing, or if an Event of Default has occurred and is continuing, specifying the
nature of same, the period of existence of same and the action the Company proposes to take in connection
therewith;

(b) within thirty (30) days of the end of each calendar month, a balance sheet of the Company as of the close of
such month, and statement of earnings and retained earnings of the Company as of the close of such month, all in
reasonable detail, and prepared substantially in accordance with generally accepted accounting principles
consistently applied, certified by the chief executive and chief financial officers of the Company as being true and
correct; and

(c) promptly upon receipt thereof, copies of all accountants' reports and accompanying financial reports
submitted to the Company by independent accountants in connection with each annual examination of the
Company.

Section 6.3. Accounts and Reports.

The Company shall maintain a standard system of accounting in accordance with generally accepted accounting
principles consistently applied and provide, at its sole expense, to the Secured Party the following:

(a) as soon as available, a copy of any notice or other communication alleging any nonpayment or other material
breach or default, or any foreclosure or other action respecting any material portion of its assets and properties,
received respecting any of the indebtedness of the Company in excess of $15,000 (other than the Obligations),
or any demand or other request for payment under any guaranty, assumption, purchase agreement or similar
agreement or arrangement respecting the indebtedness or obligations of others in excess of $15,000, including
any received from any person acting on behalf of the Secured Party or beneficiary thereof; and

(b) within fifteen (15) days after the making of each submission or filing, a copy of any report, financial statement,
notice or other document, whether periodic or otherwise, submitted to the shareholders of the Company, or
submitted to or filed by the Company with any governmental authority involving or affecting (i) the Company that
could have a Material Adverse Effect; (ii) the Obligations; (iii) any part of the Pledged Collateral; or (iv) any of
the transactions contemplated in this Agreement or the Loan Instruments.

Section 6.4. Maintenance of Books and Records; Inspection.

The Company shall maintain its books, accounts and records in accordance with generally accepted accounting
principles consistently applied, and permit the Secured Party, its officers and employees and any professionals
designated by the Secured Party in writing, at any time to visit and inspect any of its properties (including but not
limited to the collateral security described in the Loan Instruments), corporate books and financial records, and to
discuss its accounts, affairs and finances with any employee, officer or director thereof.

                                                          8
Section 6.5. Maintenance and Insurance.

(a) The Company shall maintain or cause to be maintained, at its own expense, all of its assets and properties in
good working order and condition, making all necessary repairs thereto and renewals and replacements thereof.

(b) The Company shall maintain or cause to be maintained, at its own expense, insurance in form, substance and
amounts (including deductibles), which the Company deems reasonably necessary to the Company's business, (i)
adequate to insure all assets and properties of the Company, which assets and properties are of a character
usually insured by persons engaged in the same or similar business against loss or damage resulting from fire or
other risks included in an extended coverage policy; (ii) against public liability and other tort claims that may be
incurred by the Company; (iii) as may be required by applicable law and (iv) as may be reasonably requested by
Secured Party, all with adequate, financially sound and reputable insurers.

Section 6.6. Contracts and Other Collateral.

The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract
and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on
a timely basis and in the manner therein required, including, without limitation, this Agreement.

Section 6.7. Defense of Collateral, Etc.

The Company shall defend and enforce its right, title and interest in and to any part of: (a) the Pledged Property;
and (b) if not included within the Pledged Property, those assets and properties whose loss could have a Material
Adverse Effect, the Company shall defend the Secured Party's right, title and interest in and to each and every
part of the Pledged Property, each against all manner of claims and demands on a timely basis to the full extent
permitted by applicable law.

Section 6.8. Payment of Debts, Taxes, Etc.

The Company shall pay, or cause to be paid, all of its indebtedness and other liabilities and perform, or cause to
be performed, all of its obligations in accordance with the respective terms thereof, and pay and discharge, or
cause to be paid or discharged, all taxes, assessments and other governmental charges and levies imposed upon
it, upon any of its assets and properties on or before the last day on which the same may be paid without penalty,
as well as pay all other lawful claims (whether for services, labor, materials, supplies or otherwise) as and when
due.

Section 6.9. Taxes and Assessments; Tax Indemnity.

The Company shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under
applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental
charges or levies imposed upon the Company, upon its income and profits or upon any properties belonging to it,
prior to the date on which penalties

                                                         9
attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might
become a lien or charge upon any of its properties; provided, however, that the Company in good faith may
contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so
long as appropriate reserves are maintained with respect thereto.

Section 6.10. Compliance with Law and Other Agreements.

The Company shall maintain its business operations and property owned or used in connection therewith in
compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such
business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises,
indentures and mortgages to which the Company is a party or by which the Company or any of its properties is
bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with
the terms thereof.

6.11. Notice of Default.

The Company shall give written notice to the Secured Party of the occurrence of any default or Event of Default
under this Agreement, the Note or any other agreement of Company for the payment of money, promptly upon
the occurrence thereof.

6.12. Notice of Litigation.

The Company shall give notice, in writing, to the Secured Party of (a) any actions, suits or proceedings wherein
the amount at issue is in excess of $15,000, instituted by any persons against the Company, or affecting any of
the assets of the Company, and (b) any dispute, not resolved within fifteen (15) days of the commencement
thereof, between the Company on the one hand and any governmental or regulatory body on the other hand,
which might reasonably be expected to have a Material Adverse Effect on the business operations or financial
condition of the Company.

                                                 ARTICLE 7.

                                         NEGATIVE COVENANTS

The Company covenants and agrees that, from the date hereof until the Obligations have been fully paid and
satisfied, the Company shall not, unless the Secured Party shall consent otherwise in writing:

Section 7.1. Indebtedness.

The Company shall not directly or indirectly permit, create, incur, assume, permit to exist, increase, renew or
extend on or after the date hereof any indebtedness on its part, including commitments, contingencies and credit
availabilities, or apply for or offer or agree to do any of the foregoing.

                                                       10
Section 7.2. Liens and Encumbrances.

The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment,
transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part
of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or
agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including
any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or
encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property
or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged
Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

Section 7.3. Certificates, By-Laws, Mergers, Consolidations, Acquisitions and Sales.

Without the prior express written consent of the Secured Party, the Company shall not: (a) Amend its Certificate
of Incorporation or By-Laws; (b) issue or sell its stock, stock options, bonds, notes or other corporate securities
or obligations; (c) be a party to any merger, consolidation or corporate reorganization, (d) purchase or otherwise
acquire all or substantially all of the assets or stock of, or any partnership or joint venture interest in, any other
person, firm or entity, (e) sell, transfer, convey, grant a security interest in or lease all or any substantial part of its
assets, nor (f) create any subsidiaries nor convey any of its assets to any subsidiary.

7.4. Management, Ownership.

The Company shall not change its ownership, executive staff or management without the prior written consent of
the Secured Party. The ownership, executive staff and management of the Company are material factors in the
Secured Party's willingness to institute and maintain a lending relationship with the Company.

7.5. Dividends, Etc.

The Company shall not declare or pay any dividend of any kind, in cash or in property, on any class of its capital
stock, nor purchase, redeem, retire or otherwise acquire for value any shares of such stock, nor make any
distribution of any kind in respect thereof, nor make any return of capital to shareholders, nor make any payments
in respect of any pension, profit sharing, retirement, stock option, stock bonus, incentive compensation or similar
plan (except as required or permitted hereunder), without the prior written consent of the Secured Party.

7.6. Guaranties; Loans.

The Company shall not guarantee nor be liable in any manner, whether directly or indirectly, or become
contingently liable after the date of this Agreement in connection with the obligations or indebtedness of any
person or persons, except for (i) the indebtedness currently secured by the liens identified on the Pledged
Property identified on Exhibit A hereto and (ii) the endorsement of negotiable instruments payable to the
Company for deposit or collection in the

                                                            11
ordinary course of business. The Company shall not make any loan, advance or extension of credit to any person
other than in the normal course of its business.

7.7. Debt.

The Company shall not create, incur, assume or suffer to exist any additional indebtedness of any description
whatsoever in an aggregate amount in excess of $25,000 (excluding any indebtedness of the Company to the
Secured Party, trade accounts payable and accrued expenses incurred in the ordinary course of business and the
endorsement of negotiable instruments payable to the Company, respectively for deposit or collection in the
ordinary course of business).

7.8. Conduct of Business.

The Company will continue to engage, in an efficient and economical manner, in a business of the same general
type as conducted by it on the date of this Agreement.

7.9. Places of Business.

The location of the Company's chief place of business is 12600 W. Colfax Avenue, Suite B410, Lakewood,
Colorado 80215. The Company shall not change the location of its chief place of business, chief executive office
or any place of business disclosed to the Secured Party or move any of the Pledged Property from its current
location without thirty (30) days' prior written notice to the Secured Party in each instance.

                                                   ARTICLE 8.

                                               MISCELLANEOUS

Section 8.1. Notices.

All notices or other communications required or permitted to be given pursuant to this Agreement shall be in
writing and shall be considered as duly given on: (a) the date of delivery, if delivered in person, by nationally
recognized overnight delivery service or (b) five (5) days after mailing if mailed from within the continental United
States by certified mail, return receipt requested to the party entitled to receive the same:

                    If to the Secured Party:           Cornell Capital Partners, LP
                                                       101 Hudson Street-Suite 3700
                                                       Jersey City, New Jersey 07302
                                                       Attention:        Mark Angelo
                                                                         Portfolio Manager
                                                       Telephone:        (201) 986-8300
                                                       Facsimile:        (201) 985-8266




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                And if to the Company:              MobilePro Corp.
                                                    30 West Gude Drive . - Suite 480
                                                    Rockville, MD 20850
                                                    Attention:          Jay O. Wright
                                                    Telephone:        (301) 524-4759
                                                    Facsimile:          (301) 315-9027

                With a copy to:                     Schiff Hardin & Waite
                                                    1101 Connecticut Avenue, N.W. - Suite 600
                                                    Washington, D.C., 20036
                                                    Attention:        Ernest M. Stern, Esq.
                                                    Telephone:        (202) 778-6461
                                                    Facsimile:        (202) 778-6460




Any party may change its address by giving notice to the other party stating its new address. Commencing on the
tenth (10th) day after the giving of such notice, such newly designated address shall be such party's address for
the purpose of all notices or other communications required or permitted to be given pursuant to this Agreement.

Section 8.2. Severability.

If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other
severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or
unenforceable provision were not contained herein.

Section 8.3. Expenses.

In the event of an Event of Default, the Company will pay to the Secured Party the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel, which the Secured Party may
incur in connection with: (i) the custody or preservation of, or the sale, collection from, or other realization upon,
any of the Pledged Property; (ii) the exercise or enforcement of any of the rights of the Secured Party hereunder
or (iii) the failure by the Company to perform or observe any of the provisions hereof.

Section 8.4. Waivers, Amendments, Etc.

The Secured Party's delay or failure at any time or times hereafter to require strict performance by Company of
any undertakings, agreements or covenants shall not waiver, affect, or diminish any right of the Secured Party
under this Agreement to demand strict compliance and performance herewith. Any waiver by the Secured Party
of any Event of Default shall not waive or affect any other Event of Default, whether such Event of Default is prior
or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements and
covenants of the Company contained in this Agreement, and no Event of Default, shall be deemed to have been
waived by the Secured Party, nor may this Agreement be amended, changed or modified, unless such waiver,
amendment, change or modification is evidenced by an

                                                          13
instrument in writing specifying such waiver, amendment, change or modification and signed by the Secured
Party.

Section 8.5. Continuing Security Interest.

This Agreement shall create a continuing security interest in the Pledged Property and shall: (i) remain in full force
and effect until payment in full of the Obligations; and (ii) be binding upon the Company and its successors and
heirs and (iii) inure to the benefit of the Secured Party and its successors and assigns. Upon the payment or
satisfaction in full of the Obligations, the Company shall be entitled to the return, at its expense, of such of the
Pledged Property as shall not have been sold in accordance with Section 5.2 hereof or otherwise applied
pursuant to the terms hereof.

Section 8.6. Independent Representation.

Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive
independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and
responsibilities with regard to the substance of this Agreement.

Section 8.7. Applicable Law: Jurisdiction.

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by the internal laws of the State of New Jersey, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New Jersey or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of New Jersey. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in Essex County, New Jersey, for the
adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.

Section 8.8. Waiver of Jury Trial.

AS A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT
AND TO MAKE THE FINANCIAL ACCOMMODATIONS TO THE COMPANY, THE COMPANY
HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN
ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO
THIS TRANSACTION.

                                                          14
Section 8.9. Entire Agreement.

This Agreement constitutes the entire agreement among the parties and supersedes any prior agreement or
understanding among them with respect to the subject matter hereof.

                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                     15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

                                           COMPANY:
                                         MOBILEPRO CORP.

                                By: _____________________________
                                           Name: Jay O. Wright
                                Title: President & Chief Executive Officer

                                      SECURED PARTY:
                                CORNELL CAPITAL PARTNERS, LP

                                  BY: YORKVILLE ADVISORS, LLC
                                      ITS: GENERAL PARTNER

                                By: _____________________________
                                         Name: Mark Angelo
                                        Title: Portfolio Manager

                                                   16
                                             EXHIBIT A
                                  DEFINITION OF PLEDGED PROPERTY

For the purpose of securing prompt and complete payment and performance by the Company of all of the
Obligations, the Company unconditionally and irrevocably hereby grants to the Secured Party a continuing
security interest in and to, and lien upon, the following Pledged Property of the Company:

(a) all goods of the Company, including, without limitation, machinery, equipment, furniture, furnishings, fixtures,
signs, lights, tools, parts, supplies and motor vehicles of every kind and description, now or hereafter owned by
the Company or in which the Company may have or may hereafter acquire any interest, and all replacements,
additions, accessions, substitutions and proceeds thereof, arising from the sale or disposition thereof, and where
applicable, the proceeds of insurance and of any tort claims involving any of the foregoing;

(b) all inventory of the Company, including, but not limited to, all goods, wares, merchandise, parts, supplies,
finished products (including, without limitation, SEGABA 2000, and all rights (tangible or intangible) therein),
other tangible personal property, including such inventory as is temporarily out of Company's custody or
possession and including any returns upon any accounts or other proceeds, including insurance proceeds,
resulting from the sale or disposition of any of the foregoing;

(c) all contract rights and general intangibles of the Company, including, without limitation, goodwill, trademarks,
trade styles, trade names, leasehold interests, partnership or joint venture interests, patents, patent applications,
copyrights, deposit accounts whether now owned or hereafter created;

(d) all documents, warehouse receipts, instruments and chattel paper of the Company whether now owned or
hereafter created;

(e) all accounts and other receivables, instruments or other forms of obligations and rights to payment of the
Company (herein collectively referred to as "Accounts"), together with the proceeds thereof, all goods
represented by such Accounts and all such goods that may be returned by the Company's customers, and all
proceeds of any insurance thereon, and all guarantees, securities and liens which the Company may hold for the
payment of any such Accounts including, without limitation, all rights of stoppage in transit, replevin and
reclamation and as an unpaid vendor and/or lienor, all of which the Company represents and warrants will be
bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in
the ordinary course of business;

(f) to the extent assignable, all of the Company's rights under all present and future authorizations, permits,
licenses and franchises issued or granted in connection with the operations of any of its facilities;

(g) all products and proceeds (including, without limitation, insurance proceeds) from the above-described
Pledged Property.

                                                         A-1
EXHIBIT 10.4

                                      SECURED PROMISSORY NOTE

                                               AUGUST 25, 2004

JERSEY CITY, NEW JERSEY $300,000.00

FOR VALUE RECEIVED, the undersigned, MOBILEPRO CORP., a Delaware corporation (the "Company"),
promises to pay CORNELL CAPITAL PARTNERS, LP (the "Holder") at 101 Hudson Street, Suite 3700,
Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal sum of
THREE HUNDRED THOUSAND (U.S.) DOLLARS AND 00/100 ($300,000.00) and will be payable
pursuant to the following terms:

1. AMOUNT OF NOTE. The face amount of this Promissory Note (this "Note") shall be payable on the earlier
of one hundred eighty (180) days from the date hereof or within fourteen (14) days from the date Solution
Technology International, Inc.'s Registration Statement on Form SB-2 (the "Registration Statement") to be filed
with the United States Securities and Exchange Commission (the "SEC") pursuant to pursuant to the Registration
Rights Agreement dated August __, 2004 is declared effective (the "Effective Date") by the SEC. For purposes
of clarification, and without limiting the preceding sentence, the repayment of this Note is in no manner contingent
on the Registration Statement being declared effective by the SEC. The Company agrees to escrow two (2)
requests for advances under the Standby Equity Distribution Agreement by and between the Company and the
Holder dated May 13, 2004 in an amount not less than ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,000), (referred to as "Advance Notices") as well as an appropriate number of shares of the Company's
Common as required under Section 2.2(c) of the Standby Equity Distribution Agreement (the "Escrowed
Shares"). The Escrowed Shares are only an estimation of the shares of the Company's common stock necessary
to repay the principal amount and interest due hereunder. In the event that during the life of this Note the
Escrowed Shares are insufficient to repay all amounts due hereunder the Company shall immediately escrow,
pursuant to the irrevocable transfer agent instructions dated the date hereof (the "Irrevocable Transfer Agent
Instructions") such number of shares of the Company's common stock sufficient to repay all amounts due
hereunder. The Advance Notice and the shares of the Company's Common Stock will be held in escrow by the
law firm of Butler Gonzalez LLP, which shall release such request to the Holder commencing on the Monday
following either the earlier to occur of the six (6) months anniversary of this Note the date Registration Statement
is declared effective by the SEC. The Holder may at its sole discretion retain and apply the net proceeds of each
advance (after deducting any fees owed to the Holder under the terms of the Standby Equity Distribution
Agreement) to the outstanding balance of this Note as existing from time to time. Interest shall be payable upon
the due date of this Note. If this Note is not paid in full when due the outstanding principal owed hereunder shall
be due and payable in full together with interest thereon at the rate of fourteen percent (14%) per annum or the
highest permitted by applicable law, if lower. During the term of this Note the Company shall have the
option to repay the amounts due hereunder in immediately available funds and withdraw any Advance Notices
yet to be effected.

2. WAIVER AND CONSENT. To the fullest extent permitted by law and except as otherwise provided herein,
the Company waives demand, presentment, protest, notice of dishonor, suit against or joinder of any other
person, and all other requirements necessary to charge or hold the Company liable with respect to this Note.

3. COSTS, INDEMNITIES AND EXPENSES. In the event of default as described herein, the Company
agrees to pay all reasonable fees and costs incurred by the Holder in collecting or securing or attempting to
collect or secure this Note, including reasonable attorneys' fees and expenses, whether or not involving litigation,
collecting upon any judgments and/or appellate or bankruptcy proceedings. The Company agrees to pay any
documentary stamp taxes, intangible taxes or other taxes which may now or hereafter apply to this Note or any
payment made in respect of this Note, and the Company agrees to indemnify and hold the Holder harmless from
and against any liability, costs, attorneys' fees, penalties, interest or expenses relating to any such taxes, as and
when the same may be incurred.

4. EVENT OF DEFAULT. Upon an Event of Default (as defined below), the entire principal balance and
accrued interest outstanding under this Note, and all other obligations of the Company under this Note, shall be
immediately due and payable without any action on the part of the Holder, and the Holder shall be entitled to
seek and institute any and all remedies available to it. No remedy conferred under this Note upon the Holder is
intended to be exclusive of any other remedy available to the Holder, pursuant to the terms of this Note or
otherwise. No single or partial exercise by the Holder of any right, power or remedy hereunder shall preclude any
other or further exercise thereof. The failure of the Holder to exercise any right or remedy under this Note or
otherwise, or delay in exercising such right or remedy, shall not operate as a waiver thereof. An "Event of
Default" shall be deemed to have occurred upon the occurrence of any of the following: (i) the Company should
fail for any reason or for no reason to make payment of the outstanding principal balance plus accrued interest
pursuant to this Note within the time prescribed herein or the Company fails to satisfy any other obligation or
requirement of the Company under this Note; or (ii) any proceedings under any bankruptcy laws of the United
States of America or under any insolvency, not disclosed to the Holder, reorganization, receivership,
readjustment of debt, dissolution, liquidation or any similar law or statute of any jurisdiction now or hereinafter in
effect (whether in law or at equity) is filed by or against the Company or for all or any part of its property.

5. MAXIMUM INTEREST RATE. In no event shall any agreed to or actual interest charged, reserved or taken
by the Holder as consideration for this Note exceed the limits imposed by New Jersey law. In the event that the
interest provisions of this Note shall result at any time or for any reason in an effective rate of interest that exceeds
the maximum interest rate permitted by applicable law, then without further agreement or notice the obligation to
be fulfilled shall be automatically reduced to such limit and all

                                                           2
sums received by the Holder in excess of those lawfully collectible as interest shall be applied against the principal
of this Note immediately upon the Holder's receipt thereof, with the same force and effect as though the
Company had specifically designated such extra sums to be so applied to principal and the Holder had agreed to
accept such extra payment(s) as a premium-free prepayment or prepayments.

6. SECURED NATURE OF NOTE. This Note is secured by all of the property of the Company as set forth on
Exhibit A to the Security Agreement (the "Security Agreement") of dated the date hereof between the Company
and the Holder. Without limiting the foregoing, the Company shall make, execute, acknowledge, deliver and file
such documents and instruments, including, without limitation, a financing statement on form UCC-1 as may, in
the Holder's reasonable judgment, be necessary to effectuate, complete or perfect, the security interest of the
Holder in the Pledged Property (as defined in the Security Agreement).

7. CANCELLATION OF NOTE. Upon the repayment by the Company of all of its obligations hereunder to the
Holder, including, without limitation, the face amount of this Note, plus accrued but unpaid interest, the
indebtedness evidenced hereby shall be deemed canceled and paid in full. Except as otherwise required by law
or by the provisions of this Note, payments received by the Holder hereunder shall be applied first against
expenses and indemnities, next against interest accrued on this Note, and next in reduction of the outstanding
principal balance of this Note.

8. SEVERABILITY. If any provision of this Note is, for any reason, invalid or unenforceable, the remaining
provisions of this Note will nevertheless be valid and enforceable and will remain in full force and effect. Any
provision of this Note that is held invalid or unenforceable by a court of competent jurisdiction will be deemed
modified to the extent necessary to make it valid and enforceable and as so modified will remain in full force and
effect.

9. AMENDMENT AND WAIVER. This Note may be amended, or any provision of this Note may be waived,
provided that any such amendment or waiver will be binding on a party hereto only if such amendment or waiver
is set forth in a writing executed by the parties hereto. The waiver by any such party hereto of a breach of any
provision of this Note shall not operate or be construed as a waiver of any other breach.

10. SUCCESSORS. Except as otherwise provided herein, this Note shall bind and inure to the benefit of and be
enforceable by the parties hereto and their permitted successors and assigns.

11. ASSIGNMENT. This Note shall not be directly or indirectly assignable or delegable by the Company. The
Holder may assign this Note as long as such assignment complies with the Securities Act of 1933, as amended.

                                                          3
12. NO STRICT CONSTRUCTION. The language used in this Note will be deemed to be the language chosen
by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any
party.

13. FURTHER ASSURANCES. Each party hereto will execute all documents and take such other actions as
the other party may reasonably request in order to consummate the transactions provided for herein and to
accomplish the purposes of this Note.

14. NOTICES, CONSENTS, ETC. Any notices, consents, waivers or other communications required or
permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i)
upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1)
trading day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

           If to Company:                               MobilePro Corp.
                                                        30 West Gude Drive - Suite 480
                                                        Rockville, MD 20850
                                                        Attention:          Jay O. Wright
                                                        Telephone:        (301) 524-4759
                                                        Facsimile:          (301) 315-9027

           With Copy to:                                Schiff Hardin & Waite
                                                        1101 Connecticut Avenue, N.W. - Suite 600
                                                        Washington, D.C., 20036
                                                        Attention:        Ernest M. Stern, Esq.
                                                        Telephone:        (202) 778-6461
                                                        Facsimile:        (202) 778-6460

           If to the Company:                           Cornell Capital Partners, L.P.
                                                        101 Hudson Street, Suite 3606
                                                        Jersey City, NJ 07302
                                                        Attention:     Mark A. Angelo
                                                        Telephone:   (201) 324-1619
                                                        Facsimile:    (201) 324-1447




or at such other address and/or facsimile number and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party three (3) trading days prior to the effectiveness of
such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the
time, date, recipient facsimile number and an image of the first page of such transmission

                                                          4
or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with
clause (i),
(ii) or (iii) above, respectively.

15. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The Holder's
remedies provided in this Note shall be cumulative and in addition to all other remedies available to the Holder
under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), no
remedy of the Holder contained herein shall be deemed a waiver of compliance with the provisions giving rise to
such remedy and nothing herein shall limit the Holder's right to pursue actual damages for any failure by the
Company to comply with the terms of this Note. Every right and remedy of the Holder under any document
executed in connection with this transaction may be exercised from time to time and as often as may be deemed
expedient by the Holder. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company
therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in
addition to all other available remedies, to an injunction restraining any breach, and specific performance without
the necessity of showing economic loss and without any bond or other security being required.

16. GOVERNING LAW; JURISDICTION. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of the State of New Jersey, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New Jersey or any
other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New
Jersey. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in
Essex County, New Jersey, for the adjudication of any dispute hereunder or in connection herewith or therewith,
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.

17. NO INCONSISTENT AGREEMENTS. None of the parties hereto will hereafter enter into any agreement,
which is inconsistent with the rights granted to the parties in this Note.

18. THIRD PARTIES. Nothing herein expressed or implied is intended or shall be construed to confer upon or
give to any person or entity, other than the parties to this Note and their respective permitted successor and
assigns, any rights or remedies under or by reason of this Note.

                                                           5
19. WAIVER OF JURY TRIAL. AS A MATERIAL INDUCEMENT FOR THE HOLDER TO LOAN TO
THE COMPANY THE MONIES HEREUNDER, THE COMPANY HEREBY WAIVES ANY RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS NOTE AND/OR
ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

20. ENTIRE AGREEMENT. This Note (including the recitals hereto) sets forth the entire understanding of the
parties with respect to the subject matter hereof, and shall not be modified or affected by any offer, proposal,
statement or representation, oral or written, made by or for any party in connection with the negotiation of the
terms hereof, and may be modified only by instruments signed by all of the parties hereto.

IN WITNESS WHEREOF, this Note is executed by the undersigned as of the date hereof.

                            [SIGNATURE BLOCK ON FOLLOWING PAGE]

                                                        6
CORNELL CAPITAL PARTNERS, LP

     By: Yorkville Advisors, LLC
         Its: General Partner

By: ______________________________
          Name: Mark Angelo
         Its: Portfolio Manager

       MOBILEPRO CORP.

By: _____________________________
          Name: Kurt Gordon
      Title: Chief Financial Officer

                 7
EXHIBIT 10.5

                                          SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of August 25, 2004,
by and between MOBILEPRO CORP. (the "Company"), and the CORNELL CAPITAL PARTNERS, LP (the
"Secured Party").

WHEREAS, the Secured Party has loaned to the Company the sum of Three Hundred Thousand Dollars
($300,000), as evidenced by that certain secured promissory note of even date herewith entered into by the
Company in favor of the Secured Party (the "Note");

WHEREAS, as a material inducement for the Secured Party to make the loan to the Company and to accept the
Note, the Company hereby grants to the Secured Party a security interest in and to the pledged property
identified on Exhibit "A" hereto (collectively referred to as the "Pledged Property") pursuant to the terms and
conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other
good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                                                   ARTICLE 1.

                                 DEFINITIONS AND INTERPRETATIONS

Section 1.1. Recitals.

The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.

Section 1.2. Interpretations.

Nothing herein expressed or implied is intended or shall be construed to confer upon any person other than the
Secured Party any right, remedy or claim under or by reason hereof.

Section 1.3. Obligations Secured.

The obligations secured hereby are any and all obligations of the Company to the Secured Party under the Note,
in the principal amounts thereof outstanding from time to time, and any other amounts payable by or chargeable
to the Company thereunder or hereunder (collectively, the "Obligations").
                                                   ARTICLE 2.

               PLEDGED OLLATERAL AND ADMINISTRATION OF COLLATERAL

Section 2.1. Pledged Property.

(a) Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a security
interest, for such time as the Obligations shall remain outstanding, in and to all of the property of the Company as
set forth in Exhibit "A" attached hereto (collectively, the "Pledged Property"):

The Pledged Property, as set forth in Exhibit "A" attached hereto, and the products thereof and the proceeds of
all such items are hereinafter collectively referred to as the "Pledged Collateral."

(b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute,
acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured
Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this
Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents
and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the
Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and
preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold
such documents and instruments as secured party, subject to the terms and conditions contained herein.

Section 2.2. Rights; Interests; Etc.

(a) So long as no Event of Default (as hereinafter defined) shall have occurred and be continuing:

(i) the Company shall be entitled to exercise any and all rights pertaining to the Pledged Property or any part
thereof for any purpose not inconsistent with the terms hereof; and

(ii) the Company shall be entitled to receive and retain any and all payments paid or made in respect of the
Pledged Property.

(b) Upon the occurrence and during the continuance of an Event of Default:

(i) All rights of the Company to exercise the rights which it would otherwise be entitled to exercise pursuant to
Section 2.2(a)(i) hereof and to receive payments which it would otherwise be authorized to receive and retain
pursuant to Section 2.2(a)(ii) hereof shall be suspended, and all such rights shall thereupon become vested in the
Secured Party who shall thereupon have the sole right to exercise such rights and to receive and hold as Pledged
Collateral such payments; provided, however, that if the Secured Party shall become entitled and shall elect to
exercise its right to realize on the Pledged Collateral pursuant to Article V hereof, then all cash sums received by
the Secured Party, or held by Company for the benefit of the

                                                          2
Secured Party and paid over pursuant to Section 2.2(b)(ii) hereof, shall be applied against any outstanding
Obligations; and

(ii) All interest, dividends, income and other payments and distributions which are received by the Company
contrary to the provisions of
Section 2.2(b)(i) hereof shall be received in trust for the benefit of the Secured Party, shall be segregated from
other property of the Company and shall be forthwith paid over to the Secured Party; or

(iii) The Secured Party in its sole discretion shall be authorized to sell any or all of the Pledged Property at public
or private sale in order to recoup all of the outstanding principal plus accrued interest owed pursuant to the
Convertible Debenture as described herein

(c) Each of the following events shall constitute a default under this Agreement (each an "Event of Default"):

(i) any default, whether in whole or in part, shall occur in the payment to the Secured Party of principal, interest
or other item comprising the Obligations as and when due or with respect to any other debt or obligation of the
Company to the Secured Party or any other party;

(ii) any default, whether in whole or in part, shall occur in the due observance or performance of any obligations
or other covenants, terms or provisions to be performed under this Agreement or the Note;

(iii) the Company shall: (1) make a general assignment for the benefit of its creditors; (2) apply for or consent to
the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or
any of its assets and properties; (3) commence a voluntary case for relief as a debtor under the United States
Bankruptcy Code;
(4) file with or otherwise submit to any governmental authority any petition, answer or other document seeking:
(A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future
applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors,
dissolution or liquidation; (5) file or otherwise submit any answer or other document admitting or failing to contest
the material allegations of a petition or other document filed or otherwise submitted against it in any proceeding
under any such applicable law, or (6) be adjudicated a bankrupt or insolvent by a court of competent jurisdiction;
or

(iv) any case, proceeding or other action shall be commenced against the Company for the purpose of effecting,
or an order, judgment or decree shall be entered by any court of competent jurisdiction approving (in whole or in
part) anything specified in Section 2.2(c)(iii) hereof, or any receiver, trustee, assignee, custodian, sequestrator,
liquidator or other official shall be appointed with respect to the Company, or shall be appointed to take or shall
otherwise acquire possession or control of all or a substantial part of the assets and properties of the Company,
and any of the foregoing shall continue unstayed and in effect for any period of thirty (30) days.

                                                           3
                                                  ARTICLE 3.

                                 ATTORNEY-IN-FACT; PERFORMANCE

Section 3.1. Secured Party Appointed Attorney-In-Fact.

Upon the occurrence of an Event of Default, the Company hereby appoints the Secured Party as its attorney-in-
fact, with full authority in the place and stead of the Company and in the name of the Company or otherwise,
from time to time in the Secured Party's discretion to take any action and to execute any instrument which the
Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement, including, without
limitation, to receive and collect all instruments made payable to the Company representing any payments in
respect of the Pledged Collateral or any part thereof and to give full discharge for the same. The Secured Party
may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Pledged
Property as and when the Secured Party may determine. To facilitate collection, the Secured Party may notify
account debtors and obligors on any Pledged Property or Pledged Collateral to make payments directly to the
Secured Party.

Section 3.2. Secured Party May Perform.

If the Company fails to perform any agreement contained herein, the Secured Party, at its option, may itself
perform, or cause performance of, such agreement, and the expenses of the Secured Party incurred in connection
therewith shall be included in the Obligations secured hereby and payable by the Company under Section 8.3.

                                                  ARTICLE 4.

                                REPRESENTATIONS AND WARRANTIES

Section 4.1. Authorization; Enforceability.

Each of the parties hereto represents and warrants that it has taken all action necessary to authorize the
execution, delivery and performance of this Agreement and the transactions contemplated hereby; and upon
execution and delivery, this Agreement shall constitute a valid and binding obligation of the respective party,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors'
rights or by the principles governing the availability of equitable remedies.

Section 4.2. Ownership of Pledged Property.

The Company warrants and represents that it is the legal and beneficial owner of the Pledged Property free and
clear of any lien, security interest, option or other charge or encumbrance except for the security interests
identified on Exhibit A hereto and the security interest created by this Agreement.

                                                         4
                                                   ARTICLE 5.

                         DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL

Section 5.1. Default and Remedies.

(a) If an Event of Default described in Section 2.2(c)(i) and (ii) occurs, then in each such case the Secured Party
may declare the Obligations to be due and payable immediately, by a notice in writing to the Company, and upon
any such declaration, the Obligations shall become immediately due and payable. If an Event of Default described
in Sections 2.2(c)(iii) or (iv) occurs and is continuing for the period set forth therein, then the Obligations shall
automatically become immediately due and payable without declaration or other act on the part of the Secured
Party.

(b) Upon the occurrence of an Event of Default, the Secured Party shall,: (i) be entitled to receive all distributions
with respect to the Pledged Collateral, (ii) to cause the Pledged Property to be transferred into the name of the
Secured Party or its nominee, (iii) to dispose of the Pledged Property, and (iv) to realize upon any and all rights in
the Pledged Property then held by the Secured Party.

Section 5.2. Method of Realizing Upon the Pledged Property : Other Remedies.

Upon the occurrence of an Event of Default, in addition to any rights and remedies available at law or in equity,
the following provisions shall govern the Secured Party's right to realize upon the Pledged Property:

(a) Any item of the Pledged Property may be sold for cash or other value in any number of lots at brokers board,
public auction or private sale and may be sold without demand, advertisement or notice (except that the Secured
Party shall give the Company ten (10) days' prior written notice of the time and place or of the time after which a
private sale may be made (the "Sale Notice")), which notice period shall in any event is hereby agreed to be
commercially reasonable. At any sale or sales of the Pledged Property, the Company may bid for and purchase
the whole or any part of the Pledged Property and, upon compliance with the terms of such sale, may hold,
exploit and dispose of the same without further accountability to the Secured Party. The Company will execute
and deliver, or cause to be executed and delivered, such instruments, documents, assignments, waivers,
certificates, and affidavits and supply or cause to be supplied such further information and take such further action
as the Secured Party reasonably shall require in connection with any such sale.

(b) Any cash being held by the Secured Party as Pledged Collateral and all cash proceeds received by the
Secured Party in respect of, sale of, collection from, or other realization upon all or any part of the Pledged
Collateral shall be applied as follows:

(i) to the payment of all amounts due the Secured Party for the expenses reimbursable to it hereunder or owed to
it pursuant to Section 8.3 hereof;

(ii) to the payment of the Obligations then due and unpaid.

                                                          5
(iii) the balance, if any, to the person or persons entitled thereto, including, without limitation, the Company.

(c) In addition to all of the rights and remedies which the Secured Party may have pursuant to this Agreement, the
Secured Party shall have all of the rights and remedies provided by law, including, without limitation, those under
the Uniform Commercial Code.

(d) If the Company fails to pay such amounts due upon the occurrence of an Event of Default which is continuing,
then the Secured Party may institute a judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same against the Company and
collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of
Company, wherever situated.

(e) The Company agrees that it shall be liable for any reasonable fees, expenses and costs incurred by the
Secured Party in connection with enforcement, collection and preservation of the Note, including, without
limitation, reasonable legal fees and expenses, and such amounts shall be deemed included as Obligations secured
hereby and payable as set forth in Section 8.3 hereof.

Section 5.3. Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relating to the Company or the property of the Company or
of such other obligor or its creditors, the Secured Party (irrespective of whether the Obligations shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective of whether the Secured Party
shall have made any demand on the Company for the payment of the Obligations), subject to the rights of
Previous Security Holders, shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the Obligations and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Secured Party (including any claim for the
reasonable legal fees and expenses and other expenses paid or incurred by the Secured Party) permitted
hereunder and of the Secured Party allowed in such judicial proceeding, and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by the Secured Party to make such payments to the Secured
Party and, in the event that the Secured Party shall consent to the making of such payments directed to the
Secured Party, to pay to the Secured Party any amounts for expenses due it hereunder.

                                                           6
Section 5.4. Duties Regarding Pledged Collateral.

The Secured Party shall have no duty as to the collection or protection of the Pledged Property or any income
thereon or as to the preservation of any rights pertaining thereto, beyond the safe custody and reasonable care of
any of the Pledged Property actually in the Secured Party's possession.

                                                    ARTICLE 6.

                                         AFFIRMATIVE COVENANTS

The Company covenants and agrees that, from the date hereof and until the Obligations have been fully paid and
satisfied, unless the Secured Party shall consent otherwise in writing (as provided in Section 8.4 hereof):

Section 6.1. Existence, Properties, Etc.

(a) The Company shall do, or cause to be done, all things, or proceed with due diligence with any actions or
courses of action, that may be reasonably necessary (i) to maintain Company's due organization, valid existence
and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and
effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a
Material Adverse Effect (as defined below); and (b) the Company shall not do, or cause to be done, any act
impairing the Company's corporate power or authority
(i) to carry on the Company's business as now conducted, and (ii) to execute or deliver this Agreement or any
other document delivered in connection herewith, including, without limitation, any UCC-1 Financing Statements
required by the Secured Party (which other loan instruments collectively shall be referred to as the "Loan
Instruments") to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For
purpose of this Agreement, the term "Material Adverse Effect" shall mean any material and adverse affect as
determined by Secured Party in its sole discretion, whether individually or in the aggregate, upon (a) the
Company's assets, business, operations, properties or condition, financial or otherwise; (b) the Company's to
make payment as and when due of all or any part of the Obligations; or (c) the Pledged Property.

Section 6.2. Financial Statements and Reports.

The Company shall furnish to the Secured Party such financial data as the Secured Party may reasonably request.
Without limiting the foregoing, the Company shall furnish to the Secured Party (or cause to be furnished to the
Secured Party) the following:

(a) as soon as practicable and in any event within ninety (90) days after the end of each fiscal year of the
Company, the balance sheet of the Company as of the close of such fiscal year, the statement of earnings and
retained earnings of the Company as of the close of such fiscal year, and statement of cash flows for the
Company for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting
principles consistently applied, certified by the chief executive and chief financial officers of the Company as being
true and correct and accompanied by a certificate of the chief executive and chief financial officers of the
Company,

                                                           7
stating that the Company has kept, observed, performedand fulfilled each covenant, term and condition of this
Agreement during such fiscal year and that no Event of Default hereunder has occurred and is continuing, or if an
Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same
and the action the Company proposes to take in connection therewith;

(b) within thirty (30) days of the end of each calendar month, a balance sheet of the Company as of the close of
such month, and statement of earnings and retained earnings of the Company as of the close of such month, all in
reasonable detail, and prepared substantially in accordance with generally accepted accounting principles
consistently applied, certified by the chief executive and chief financial officers of the Company as being true and
correct; and

(c) promptly upon receipt thereof, copies of all accountants' reports and accompanying financial reports
submitted to the Company by independent accountants in connection with each annual examination of the
Company.

Section 6.3. Accounts and Reports.

The Company shall maintain a standard system of accounting in accordance with generally accepted accounting
principles consistently applied and provide, at its sole expense, to the Secured Party the following:

(a) as soon as available, a copy of any notice or other communication alleging any nonpayment or other material
breach or default, or any foreclosure or other action respecting any material portion of its assets and properties,
received respecting any of the indebtedness of the Company in excess of $15,000 (other than the Obligations),
or any demand or other request for payment under any guaranty, assumption, purchase agreement or similar
agreement or arrangement respecting the indebtedness or obligations of others in excess of $15,000, including
any received from any person acting on behalf of the Secured Party or beneficiary thereof; and

(b) within fifteen (15) days after the making of each submission or filing, a copy of any report, financial statement,
notice or other document, whether periodic or otherwise, submitted to the shareholders of the Company, or
submitted to or filed by the Company with any governmental authority involving or affecting (i) the Company that
could have a Material Adverse Effect; (ii) the Obligations; (iii) any part of the Pledged Collateral; or (iv) any of
the transactions contemplated in this Agreement or the Loan Instruments.

Section 6.4. Maintenance of Books and Records; Inspection.

The Company shall maintain its books, accounts and records in accordance with generally accepted accounting
principles consistently applied, and permit the Secured Party, its officers and employees and any professionals
designated by the Secured Party in writing, at any time to visit and inspect any of its properties (including but not
limited to the collateral security described in the Loan Instruments), corporate books and financial records, and to
discuss its accounts, affairs and finances with any employee, officer or director thereof.

                                                          8
Section 6.5. Maintenance and Insurance.

(a) The Company shall maintain or cause to be maintained, at its own expense, all of its assets and properties in
good working order and condition, making all necessary repairs thereto and renewals and replacements thereof.

(b) The Company shall maintain or cause to be maintained, at its own expense, insurance in form, substance and
amounts (including deductibles), which the Company deems reasonably necessary to the Company's business, (i)
adequate to insure all assets and properties of the Company, which assets and properties are of a character
usually insured by persons engaged in the same or similar business against loss or damage resulting from fire or
other risks included in an extended coverage policy; (ii) against public liability and other tort claims that may be
incurred by the Company; (iii) as may be required by applicable law and (iv) as may be reasonably requested by
Secured Party, all with adequate, financially sound and reputable insurers.

Section 6.6. Contracts and Other Collateral.

The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract
and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on
a timely basis and in the manner therein required, including, without limitation, this Agreement.

Section 6.7. Defense of Collateral, Etc.

The Company shall defend and enforce its right, title and interest in and to any part of: (a) the Pledged Property;
and (b) if not included within the Pledged Property, those assets and properties whose loss could have a Material
Adverse Effect, the Company shall defend the Secured Party's right, title and interest in and to each and every
part of the Pledged Property, each against all manner of claims and demands on a timely basis to the full extent
permitted by applicable law.

Section 6.8. Payment of Debts, Taxes, Etc.

The Company shall pay, or cause to be paid, all of its indebtedness and other liabilities and perform, or cause to
be performed, all of its obligations in accordance with the respective terms thereof, and pay and discharge, or
cause to be paid or discharged, all taxes, assessments and other governmental charges and levies imposed upon
it, upon any of its assets and properties on or before the last day on which the same may be paid without penalty,
as well as pay all other lawful claims (whether for services, labor, materials, supplies or otherwise) as and when
due.

Section 6.9. Taxes and Assessments; Tax Indemnity.

The Company shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under
applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental
charges or levies imposed upon the Company, upon its income and profits or upon any properties belonging to it,
prior to the date on which penalties

                                                         9
attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might
become a lien or charge upon any of its properties; provided, however, that the Company in good faith may
contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so
long as appropriate reserves are maintained with respect thereto.

Section 6.10. Compliance with Law and Other Agreements.

The Company shall maintain its business operations and property owned or used in connection therewith in
compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such
business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises,
indentures and mortgages to which the Company is a party or by which the Company or any of its properties is
bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with
the terms thereof.

6.11. Notice of Default.

The Company shall give written notice to the Secured Party of the occurrence of any default or Event of Default
under this Agreement, the Note or any other agreement of Company for the payment of money, promptly upon
the occurrence thereof.

6.12. Notice of Litigation.

The Company shall give notice, in writing, to the Secured Party of (a) any actions, suits or proceedings wherein
the amount at issue is in excess of $15,000, instituted by any persons against the Company, or affecting any of
the assets of the Company, and (b) any dispute, not resolved within fifteen (15) days of the commencement
thereof, between the Company on the one hand and any governmental or regulatory body on the other hand,
which might reasonably be expected to have a Material Adverse Effect on the business operations or financial
condition of the Company.

                                                 ARTICLE 7.

                                         NEGATIVE COVENANTS

The Company covenants and agrees that, from the date hereof until the Obligations have been fully paid and
satisfied, the Company shall not, unless the Secured Party shall consent otherwise in writing:

Section 7.1. Indebtedness.

The Company shall not directly or indirectly permit, create, incur, assume, permit to exist, increase, renew or
extend on or after the date hereof any indebtedness on its part, including commitments, contingencies and credit
availabilities, or apply for or offer or agree to do any of the foregoing.

                                                       10
Section 7.2. Liens and Encumbrances.

The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment,
transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part
of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or
agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including
any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or
encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property
or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged
Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

Section 7.3. Certificates, By-Laws, Mergers, Consolidations,

Acquisitions and Sales. Without the prior express written consent of the Secured Party, the Company shall not:
(a) Amend its Certificate of Incorporation or By-Laws; (b) issue or sell its stock, stock options, bonds, notes or
other corporate securities or obligations; (c) be a party to any merger, consolidation or corporate reorganization,
(d) purchase or otherwise acquire all or substantially all of the assets or stock of, or any partnership or joint
venture interest in, any other person, firm or entity, (e) sell, transfer, convey, grant a security interest in or lease all
or any substantial part of its assets, nor
(f) create any subsidiaries nor convey any of its assets to any subsidiary.

7.4. Management, Ownership.

The Company shall not change its ownership, executive staff or management without the prior written consent of
the Secured Party. The ownership, executive staff and management of the Company are material factors in the
Secured Party's willingness to institute and maintain a lending relationship with the Company.

7.5. Dividends, Etc.

The Company shall not declare or pay any dividend of any kind, in cash or in property, on any class of its capital
stock, nor purchase, redeem, retire or otherwise acquire for value any shares of such stock, nor make any
distribution of any kind in respect thereof, nor make any return of capital to shareholders, nor make any payments
in respect of any pension, profit sharing, retirement, stock option, stock bonus, incentive compensation or similar
plan (except as required or permitted hereunder), without the prior written consent of the Secured Party.

7.6. Guaranties; Loans.

The Company shall not guarantee nor be liable in any manner, whether directly or indirectly, or become
contingently liable after the date of this Agreement in connection with the obligations or indebtedness of any
person or persons, except for (i) the indebtedness currently secured by the liens identified on the Pledged
Property identified on Exhibit A hereto and (ii) the endorsement of negotiable instruments payable to the
Company for deposit or collection in the

                                                            11
ordinary course of business. The Company shall not make any loan, advance or extension of credit to any person
other than in the normal course of its business.

7.7. Debt.

The Company shall not create, incur, assume or suffer to exist any additional indebtedness of any description
whatsoever in an aggregate amount in excess of $25,000 (excluding any indebtedness of the Company to the
Secured Party, trade accounts payable and accrued expenses incurred in the ordinary course of business and the
endorsement of negotiable instruments payable to the Company, respectively for deposit or collection in the
ordinary course of business).

7.8. Conduct of Business.

The Company will continue to engage, in an efficient and economical manner, in a business of the same general
type as conducted by it on the date of this Agreement.

7.9. Places of Business.

The location of the Company's chief place of business is 30 West Gude Drive, Suite 480, Rockville, Maryland
20850. The Company shall not change the location of its chief place of business, chief executive office or any
place of business disclosed to the Secured Party or move any of the Pledged Property from its current location
without thirty (30) days' prior written notice to the Secured Party in each instance.

                                                   ARTICLE 8.

                                               MISCELLANEOUS

Section 8.1. Notices.

All notices or other communications required or permitted to be given pursuant to this Agreement shall be in
writing and shall be considered as duly given on: (a) the date of delivery, if delivered in person, by nationally
recognized overnight delivery service or (b) five (5) days after mailing if mailed from within the continental United
States by certified mail, return receipt requested to the party entitled to receive the same:

                      If to the Secured Party:           Cornell Capital Partners, LP
                                                         101 Hudson Street-Suite 3700
                                                         Jersey City, New Jersey 07302
                                                         Attention:     Mark Angelo
                                                                        Portfolio Manager
                                                         Telephone:     (201) 986-8300
                                                         Facsimile:     (201) 985-8266




                                                         12
                And if to the Company:              MobilePro Corp.
                                                    30 West Gude Drive . - Suite 480
                                                    Rockville, MD 20850
                                                    Attention:       Jay O. Wright
                                                    Telephone:     (301) 524-4759
                                                    Facsimile:       (301) 315-9027

                With a copy to:                     Schiff Hardin & Waite
                                                    1101 Connecticut Avenue, N.W. - Suite 600
                                                    Washington, D.C., 20036
                                                    Attention:      Ernest M. Stern, Esq.
                                                    Telephone:      (202) 778-6461
                                                    Facsimile:      (202) 778-6460




Any party may change its address by giving notice to the other party stating its new address. Commencing on the
tenth (10th) day after the giving of such notice, such newly designated address shall be such party's address for
the purpose of all notices or other communications required or permitted to be given pursuant to this Agreement.

Section 8.2. Severability.

If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other
severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or
unenforceable provision were not contained herein.

Section 8.3. Expenses.

In the event of an Event of Default, the Company will pay to the Secured Party the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel, which the Secured Party may
incur in connection with: (i) the custody or preservation of, or the sale, collection from, or other realization upon,
any of the Pledged Property; (ii) the exercise or enforcement of any of the rights of the Secured Party hereunder
or (iii) the failure by the Company to perform or observe any of the provisions hereof.

Section 8.4. Waivers, Amendments, Etc.

The Secured Party's delay or failure at any time or times hereafter to require strict performance by Company of
any undertakings, agreements or covenants shall not waiver, affect, or diminish any right of the Secured Party
under this Agreement to demand strict compliance and performance herewith. Any waiver by the Secured Party
of any Event of Default shall not waive or affect any other Event of Default, whether such Event of Default is prior
or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements and
covenants of the Company contained in this Agreement, and no Event of Default, shall be deemed to have been
waived by the Secured Party, nor may this Agreement be amended, changed or modified, unless such waiver,
amendment, change or modification is evidenced by an

                                                          13
instrument in writing specifying such waiver, amendment, change or modification and signed by the Secured
Party.

Section 8.5. Continuing Security Interest.

This Agreement shall create a continuing security interest in the Pledged Property and shall: (i) remain in full force
and effect until payment in full of the Obligations; and (ii) be binding upon the Company and its successors and
heirs and (iii) inure to the benefit of the Secured Party and its successors and assigns. Upon the payment or
satisfaction in full of the Obligations, the Company shall be entitled to the return, at its expense, of such of the
Pledged Property as shall not have been sold in accordance with Section 5.2 hereof or otherwise applied
pursuant to the terms hereof.

Section 8.6. Independent Representation.

Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive
independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and
responsibilities with regard to the substance of this Agreement.

Section 8.7. Applicable Law: Jurisdiction.

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by the internal laws of the State of New Jersey, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New Jersey or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of New Jersey. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in Essex County, New Jersey, for the
adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.

Section 8.8. Waiver of Jury Trial.

AS A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT
AND TO MAKE THE FINANCIAL ACCOMMODATIONS TO THE COMPANY, THE COMPANY
HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN
ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO
THIS TRANSACTION.

                                                          14
Section 8.9. Entire Agreement.

This Agreement constitutes the entire agreement among the parties and supersedes any prior agreement or
understanding among them with respect to the subject matter hereof.

                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                     15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

                                           COMPANY:
                                         MOBILEPRO CORP.

                                By: _____________________________
                                           Name: Jay O. Wright
                                Title: President & Chief Executive Officer

                                      SECURED PARTY:
                                CORNELL CAPITAL PARTNERS, LP

                                  BY: YORKVILLE ADVISORS, LLC
                                      ITS: GENERAL PARTNER

                                                    By:
                                          Name: Mark Angelo
                                         Title: Portfolio Manager

                                                   16
                                             EXHIBIT A
                                  DEFINITION OF PLEDGED PROPERTY

For the purpose of securing prompt and complete payment and performance by the Company of all of the
Obligations, the Company unconditionally and irrevocably hereby grants to the Secured Party a continuing
security interest in and to, and lien upon, the following Pledged Property of the Company:

(a) all goods of the Company, including, without limitation, machinery, equipment, furniture, furnishings, fixtures,
signs, lights, tools, parts, supplies and motor vehicles of every kind and description, now or hereafter owned by
the Company or in which the Company may have or may hereafter acquire any interest, and all replacements,
additions, accessions, substitutions and proceeds thereof, arising from the sale or disposition thereof, and where
applicable, the proceeds of insurance and of any tort claims involving any of the foregoing;

(b) all inventory of the Company, including, but not limited to, all goods, wares, merchandise, parts, supplies,
finished products (including, without limitation, SEGABA 2000, and all rights (tangible or intangible) therein),
other tangible personal property, including such inventory as is temporarily out of Company's custody or
possession and including any returns upon any accounts or other proceeds, including insurance proceeds,
resulting from the sale or disposition of any of the foregoing;

(c) all contract rights and general intangibles of the Company, including, without limitation, goodwill, trademarks,
trade styles, trade names, leasehold interests, partnership or joint venture interests, patents, patent applications,
copyrights, deposit accounts whether now owned or hereafter created;

(d) all documents, warehouse receipts, instruments and chattel paper of the Company whether now owned or
hereafter created;

(e) all accounts and other receivables, instruments or other forms of obligations and rights to payment of the
Company (herein collectively referred to as "Accounts"), together with the proceeds thereof, all goods
represented by such Accounts and all such goods that may be returned by the Company's customers, and all
proceeds of any insurance thereon, and all guarantees, securities and liens which the Company may hold for the
payment of any such Accounts including, without limitation, all rights of stoppage in transit, replevin and
reclamation and as an unpaid vendor and/or lienor, all of which the Company represents and warrants will be
bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in
the ordinary course of business;

(f) to the extent assignable, all of the Company's rights under all present and future authorizations, permits,
licenses and franchises issued or granted in connection with the operations of any of its facilities;

(g) all products and proceeds (including, without limitation, insurance proceeds) from the above-described
Pledged Property.

                                                         A-1
Exhibit 10.6

Cornell Capital Partners, LP
101 Hudson Street, Suite 3606
Jersey City, New Jersey 07302

Tel: (201) 985-8300
Fax: (201) 985-8266

                                              September 22, 2004

MobilePro Corp.
6701 Democracy Boulevard, Suite 300
Bethesda, MD 20817

Attention: Kurt Gordon
Chief Financial Officer

Re: MobilePro Corp./Cornell Capital Partners, LP Promissory Note dated August 27, 2004

Dear Mr. Gordon:

This letter is sent to confirm our agreement in that the sum of two million two hundred thousand dollars
($2,200,000) of the principal balance of the Promissory Note dated August 27, 2004 shall be repaid by
MobilePro Corp. (the "Company") escrowing four (4) Advance Notices and corresponding Joint Disbursement
Instructions for the release of shares of common stock, as follows:

                                                                   Joint Disbursement Instructions
             Advance Date              Advance Amount              (for Shares) Date
             ------------              --------------              -------------------------------
             December 6, 2004          $100,000                    December 10, 2004
             December 13, 2004         $700,000                    December 17, 2004
             December 20, 2004         $700,000                    December 24, 2004
             December 27, 2004         $700,000                    December 31, 2004




Such Advance Notices and Joint Disbursement Instructions for the release of shares of common stock held in
escrow shall be released to the Investor every seven (7) calendar days in order to effectuate partial repayment of
the Promissory Note dated August 17, 2004.

This letter shall further confirm that upon the completion of such Advance Notices and Joint Disbursement
Instructions, there shall remain a balance due and owing on the Promissory Note dated August 27, 2004 of six
million three hundred thousand dollars ($6,300,000) plus twelve percent (12%) interest per annum.

Very truly yours,

                                   CORNELL CAPITAL PARTNERS, LP

                                          By: Yorkville Advisors, LLC

Its: General Partner

By: Mark A. Angelo
Its: Portfolio Manager

KG/jmh
Via e-mail
EXHIBIT 10.7

                                             PROMISSORY NOTE

                                              SEPTEMBER 22, 2004

JERSEY CITY, NEW JERSEY $3,700,000.00

FOR VALUE RECEIVED, the undersigned, MOBILEPRO CORP., a Delaware Corporation (the "Company"),
promises to pay CORNELL CAPITAL PARTNERS, LP (the "Holder") at 101 Hudson Street, Suite 3700,
Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal sum of
THREE MILLION SEVEN HUNDRED THOUSAND (U.S.) DOLLARS AND 00/100 ($3,700,000.00) and
will be payable pursuant to the following terms:

1. AMOUNT OF NOTE. The face amount of this Promissory Note (this "Note") plus twelve percent (12%)
annualized interest shall be paid in full within three hundred sixty five (365) calendar days of the date hereof.

2. SECURED NATURE OF NOTE. This Note is secured by all of the property of the Company as set forth in
and pursuant to the Security Agreement (the "Security Agreement") dated September 22, 2004.

3. FEE. The Holder shall be entitled to five percent (5%) fee to be paid from the gross proceeds hereunder.

4. WAIVER AND CONSENT. To the fullest extent permitted by law and except as otherwise provided herein,
the Company waives demand, presentment, protest, notice of dishonor, suit against or joinder of any other
person, and all other requirements necessary to charge or hold the Company liable with respect to this Note.

5. COSTS, INDEMNITIES AND EXPENSES. In the event of default as described herein, the Company
agrees to pay all reasonable fees and costs incurred by the Holder in collecting or securing or attempting to
collect or secure this Note, including reasonable attorneys' fees and expenses, whether or not involving litigation,
collecting upon any judgments and/or appellate or bankruptcy proceedings. The Company agrees to pay any
documentary stamp taxes, intangible taxes or other taxes which may now or hereafter apply to this Note or any
payment made in respect of this Note, and the Company agrees to indemnify and hold the Holder harmless from
and against any liability, costs, attorneys' fees, penalties, interest or expenses relating to any such taxes, as and
when the same may be incurred.

6. EVENT OF DEFAULT. Upon an Event of Default (as defined below), the entire principal balance and
accrued interest outstanding under this Note, and all other
obligations of the Company under this Note and/or the Security Agreement, shall be immediately due and
payable without any action on the part of the Holder, and the Holder shall be entitled to seek and institute any
and all remedies available to it. No remedy conferred under this Note upon the Holder is intended to be exclusive
of any other remedy available to the Holder, pursuant to the terms of this Note or otherwise. No single or partial
exercise by the Holder of any right, power or remedy hereunder shall preclude any other or further exercise
thereof. The failure of the Holder to exercise any right or remedy under this Note or otherwise, or delay in
exercising such right or remedy, shall not operate as a waiver thereof. An "Event of Default" shall be deemed to
have occurred upon the occurrence of any of the following: (i) the Company should fail for any reason or for no
reason to make payment of the outstanding principal balance plus accrued interest pursuant to this Note within
the time prescribed herein or the Company fails to satisfy any other obligation or requirement of the Company
under this Note, the Pledge Agreement, and/or the Guaranty; or (ii) any proceedings under any bankruptcy laws
of the United States of America or under any insolvency, not disclosed to the Holder, reorganization,
receivership, readjustment of debt, dissolution, liquidation or any similar law or statute of any jurisdiction now or
hereinafter in effect (whether in law or at equity) is filed by or against the Company or for all or any part of its
property.

7. MAXIMUM INTEREST RATE. In no event shall any agreed to or actual interest charged, reserved or taken
by the Holder as consideration for this Note exceed the limits imposed by New Jersey law. In the event that the
interest provisions of this Note shall result at any time or for any reason in an effective rate of interest that exceeds
the maximum interest rate permitted by applicable law, then without further agreement or notice the obligation to
be fulfilled shall be automatically reduced to such limit and all sums received by the Holder in excess of those
lawfully collectible as interest shall be applied against the principal of this Note immediately upon the Holder's
receipt thereof, with the same force and effect as though the Company had specifically designated such extra
sums to be so applied to principal and the Holder had agreed to accept such extra payment(s) as a premium-free
prepayment or prepayments.

8. CANCELLATION OF NOTE. Upon the repayment by the Company of all of its obligations hereunder to the
Holder, including, without limitation, the face amount of this Note, plus accrued but unpaid interest, the
indebtedness evidenced hereby shall be deemed canceled and paid in full. Except as otherwise required by law
or by the provisions of this Note, payments received by the Holder hereunder shall be applied first against
expenses and indemnities, next against interest accrued on this Note, and next in reduction of the outstanding
principal balance of this Note.

9. SEVERABILITY. If any provision of this Note is, for any reason, invalid or unenforceable, the remaining
provisions of this Note will nevertheless be valid and enforceable and will remain in full force and effect. Any
provision of this Note that is held invalid or unenforceable by a court of competent jurisdiction will be deemed
modified to the extent necessary to make it valid and enforceable and as so modified will remain in full force and
effect.

                                                           2
10. AMENDMENT AND WAIVER. This Note may be amended, or any provision of this Note may be
waived, provided that any such amendment or waiver will be binding on a party hereto only if such amendment or
waiver is set forth in a writing executed by the parties hereto. The waiver by any such party hereto of a breach of
any provision of this Note shall not operate or be construed as a waiver of any other breach.

11. SUCCESSORS. Except as otherwise provided herein, this Note shall bind and inure to the benefit of and be
enforceable by the parties hereto and their permitted successors and assigns.

12. ASSIGNMENT. This Note shall not be directly or indirectly assignable or delegable by the Company. The
Holder may assign this Note as long as such assignment complies with the Securities Act of 1933, as amended.

13. NO STRICT CONSTRUCTION. The language used in this Note will be deemed to be the language chosen
by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any
party.

14. FURTHER ASSURANCES. Each party hereto will execute all documents and take such other actions as
the other party may reasonably request in order to consummate the transactions provided for herein and to
accomplish the purposes of this Note.

15. NOTICES, CONSENTS, ETC. Any notices, consents, waivers or other communications required or
permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i)
upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1)
trading day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

             If to Company:                          MobilePro Corp.
                                                     6701 Democracy Boulevard, Suite 300
                                                     Bethesda, MD 20817
                                                     Attention:          Kurt Gordon
                                                     Telephone:        (301) 524-4759
                                                     Facsimile:          (301) 315-9027

             With Copy to:                           Schiff Hardin, LLP
                                                     1101 Connecticut Avenue, N.W. - Suite 600
                                                     Washington, D.C., 20036
                                                     Attention:        Ernest M. Stern, Esq.
                                                     Telephone:        (202) 778-6461
                                                     Facsimile:        (202) 778-6460




                                                         3
                     If to the Company:                        Cornell Capital Partners, L.P.
                                                               101 Hudson Street, Suite 3700
                                                               Jersey City, NJ 07302
                                                               Attention:     Mark A. Angelo
                                                               Telephone:   (201) 324-1619
                                                               Facsimile:    (201) 324-1447




or at such other address and/or facsimile number and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party three (3) trading days prior to the effectiveness of
such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the
time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a
nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii)
above, respectively.

16. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The Holder's
remedies provided in this Note shall be cumulative and in addition to all other remedies available to the Holder
under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), no
remedy of the Holder contained herein shall be deemed a waiver of compliance with the provisions giving rise to
such remedy and nothing herein shall limit the Holder's right to pursue actual damages for any failure by the
Company to comply with the terms of this Note. Every right and remedy of the Holder under any document
executed in connection with this transaction may be exercised from time to time and as often as may be deemed
expedient by the Holder. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company
therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in
addition to all other available remedies, to an injunction restraining any breach, and specific performance without
the necessity of showing economic loss and without any bond or other security being required.

17. GOVERNING LAW; JURISDICTION. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of the State of New Jersey, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New Jersey or any
other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New
Jersey. Each party hereby irrevocably submits to the exclusive jurisdiction of the state courts sitting in Hudson
County New Jersey and federal courts sitting in Newark, New Jersey, for the adjudication of any dispute
hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or

                                                           4
that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law.

18. NO INCONSISTENT AGREEMENTS. None of the parties hereto will hereafter enter into any agreement,
which is inconsistent with the rights granted to the parties in this Note.

19. THIRD PARTIES. Nothing herein expressed or implied is intended or shall be construed to confer upon or
give to any person or entity, other than the parties to this Note and their respective permitted successor and
assigns, any rights or remedies under or by reason of this Note.

20. WAIVER OF JURY TRIAL. AS A MATERIAL INDUCEMENT FOR THE HOLDER TO LOAN TO
THE COMPANY THE MONIES HEREUNDER, THE COMPANY HEREBY WAIVES ANY RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT
AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS
TRANSACTION.

21. ENTIRE AGREEMENT. This Note (including the recitals hereto), the Irrevocable transfer Agent
Instructions, the Equity Line of Credit Agreement and the exhibits attached thereto set forth the entire
understanding of the parties with respect to the subject matter hereof, and shall not be modified or affected by
any offer, proposal, statement or representation, oral or written, made by or for any party in connection with the
negotiation of the terms hereof, and may be modified only by instruments signed by all of the parties hereto.

                                        [SIGNATURE TO FOLLOW]

                                                         5
IN WITNESS WHEREOF, this Note is executed by the undersigned as of the date hereof.

                               CORNELL CAPITAL PARTNERS, LP

                                      By: Yorkville Advisors, LLC
                                          Its: General Partner

                               By: ______________________________
                                         Name: Mark Angelo
                                        Its: Portfolio Manager

                                       MOBILEPRO CORP.

                               By: _____________________________
                                         Name: Kurt Gordon
                                     Title: Chief Financial Officer

                                                  6
                                                  EXHIBIT 10.8

                                          SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of September 22,
2004, by and between MOBILEPRO CORP. (the "Company"), and the CORNELL CAPITAL PARTNERS,
LP (the "Secured Party").

WHEREAS, the Secured Party has loaned to the Company the sum of Three Million Seven Hundred Thousand
Dollars ($3,700,000), as evidenced by that certain secured promissory note of even date herewith entered into
by the Company in favor of the Secured Party (the "Note");

WHEREAS, as a material inducement for the Secured Party to make the loan to the Company and to accept the
Note, the Company hereby grants to the Secured Party a security interest in and to the pledged property
identified on Exhibit "A" hereto (collectively referred to as the "Pledged Property") pursuant to the terms and
conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other
good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                                                   ARTICLE 1.

                                 DEFINITIONS AND INTERPRETATIONS

Section 1.1. Recitals.

The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.

Section 1.2. Interpretations.

Nothing herein expressed or implied is intended or shall be construed to confer upon any person other than the
Secured Party any right, remedy or claim under or by reason hereof.

Section 1.3. Obligations Secured.

The obligations secured hereby are any and all obligations of the Company to the Secured Party under the Note,
in the principal amounts thereof outstanding from time to time, and any other amounts payable by or chargeable
to the Company thereunder or hereunder (collectively, the "Obligations").
                                                   ARTICLE 2.

               PLEDGED OLLATERAL AND ADMINISTRATION OF COLLATERAL

Section 2.1. Pledged Property.

(a) Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a security
interest, for such time as the Obligations shall remain outstanding, in and to all of the property of the Company as
set forth in Exhibit "A" attached hereto (collectively, the "Pledged Property"):

The Pledged Property, as set forth in Exhibit "A" attached hereto, and the products thereof and the proceeds of
all such items are hereinafter collectively referred to as the "Pledged Collateral."

(b) Simultaneously with the execution and delivery of this Agreement, the Company shall make, execute,
acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured
Party to perfect its security interest in the Pledged Property. Simultaneously with the execution and delivery of this
Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents
and instruments, including, without limitation, financing statements, certificates, affidavits and forms as may, in the
Secured Party's reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and
preserve, the security interest of the Secured Party in the Pledged Property, and the Secured Party shall hold
such documents and instruments as secured party, subject to the terms and conditions contained herein.

Section 2.2. Rights; Interests; Etc.

(a) So long as no Event of Default (as hereinafter defined) shall have occurred and be continuing:

(i) the Company shall be entitled to exercise any and all rights pertaining to the Pledged Property or any part
thereof for any purpose not inconsistent with the terms hereof; and

(ii) the Company shall be entitled to receive and retain any and all payments paid or made in respect of the
Pledged Property.

(b) Upon the occurrence and during the continuance of an Event of Default:

(i) All rights of the Company to exercise the rights which it would otherwise be entitled to exercise pursuant to
Section 2.2(a)(i) hereof and to receive payments which it would otherwise be authorized to receive and retain
pursuant to Section 2.2(a)(ii) hereof shall be suspended, and all such rights shall thereupon become vested in the
Secured Party who shall thereupon have the sole right to exercise such rights and to receive and hold as Pledged
Collateral such payments; provided, however, that if the Secured Party shall become entitled and shall elect to
exercise its right to realize on the Pledged Collateral pursuant to Article V hereof, then all cash sums received by
the Secured Party, or held by Company for the benefit of the

                                                          2
Secured Party and paid over pursuant to Section 2.2(b)(ii) hereof, shall be applied against any outstanding
Obligations; and

(ii) All interest, dividends, income and other payments and distributions which are received by the Company
contrary to the provisions of
Section 2.2(b)(i) hereof shall be received in trust for the benefit of the Secured Party, shall be segregated from
other property of the Company and shall be forthwith paid over to the Secured Party; or

(iii) The Secured Party in its sole discretion shall be authorized to sell any or all of the Pledged Property at public
or private sale in order to recoup all of the outstanding principal plus accrued interest owed pursuant to the
Convertible Debenture as described herein

(c) Each of the following events shall constitute a default under this Agreement (each an "Event of Default"):

(i) any default, whether in whole or in part, shall occur in the payment to the Secured Party of principal, interest
or other item comprising the Obligations as and when due or with respect to any other debt or obligation of the
Company to the Secured Party or any other party;

(ii) any default, whether in whole or in part, shall occur in the due observance or performance of any obligations
or other covenants, terms or provisions to be performed under this Agreement or the Note;

(iii) the Company shall: (1) make a general assignment for the benefit of its creditors; (2) apply for or consent to
the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or
any of its assets and properties; (3) commence a voluntary case for relief as a debtor under the United States
Bankruptcy Code;
(4) file with or otherwise submit to any governmental authority any petition, answer or other document seeking:
(A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future
applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors,
dissolution or liquidation; (5) file or otherwise submit any answer or other document admitting or failing to contest
the material allegations of a petition or other document filed or otherwise submitted against it in any proceeding
under any such applicable law, or (6) be adjudicated a bankrupt or insolvent by a court of competent jurisdiction;
or

(iv) any case, proceeding or other action shall be commenced against the Company for the purpose of effecting,
or an order, judgment or decree shall be entered by any court of competent jurisdiction approving (in whole or in
part) anything specified in Section 2.2(c)(iii) hereof, or any receiver, trustee, assignee, custodian, sequestrator,
liquidator or other official shall be appointed with respect to the Company, or shall be appointed to take or shall
otherwise acquire possession or control of all or a substantial part of the assets and properties of the Company,
and any of the foregoing shall continue unstayed and in effect for any period of thirty (30) days.

                                                           3
                                                  ARTICLE 3.

                                 ATTORNEY-IN-FACT; PERFORMANCE

Section 3.1. Secured Party Appointed Attorney-In-Fact.

Upon the occurrence of an Event of Default, the Company hereby appoints the Secured Party as its attorney-in-
fact, with full authority in the place and stead of the Company and in the name of the Company or otherwise,
from time to time in the Secured Party's discretion to take any action and to execute any instrument which the
Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement, including, without
limitation, to receive and collect all instruments made payable to the Company representing any payments in
respect of the Pledged Collateral or any part thereof and to give full discharge for the same. The Secured Party
may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Pledged
Property as and when the Secured Party may determine. To facilitate collection, the Secured Party may notify
account debtors and obligors on any Pledged Property or Pledged Collateral to make payments directly to the
Secured Party.

Section 3.2. Secured Party May Perform.

If the Company fails to perform any agreement contained herein, the Secured Party, at its option, may itself
perform, or cause performance of, such agreement, and the expenses of the Secured Party incurred in connection
therewith shall be included in the Obligations secured hereby and payable by the Company under Section 8.3.

                                                  ARTICLE 4.

                                REPRESENTATIONS AND WARRANTIES

Section 4.1. Authorization; Enforceability.

Each of the parties hereto represents and warrants that it has taken all action necessary to authorize the
execution, delivery and performance of this Agreement and the transactions contemplated hereby; and upon
execution and delivery, this Agreement shall constitute a valid and binding obligation of the respective party,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors'
rights or by the principles governing the availability of equitable remedies.

Section 4.2. Ownership of Pledged Property.

The Company warrants and represents that it is the legal and beneficial owner of the Pledged Property free and
clear of any lien, security interest, option or other charge or encumbrance except for the security interests
identified on Exhibit A hereto and the security interest created by this Agreement.

                                                         4
                                                   ARTICLE 5.

                         DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL

Section 5.1. Default and Remedies.

(a) If an Event of Default described in Section 2.2(c)(i) and (ii) occurs, then in each such case the Secured Party
may declare the Obligations to be due and payable immediately, by a notice in writing to the Company, and upon
any such declaration, the Obligations shall become immediately due and payable. If an Event of Default described
in Sections 2.2(c)(iii) or (iv) occurs and is continuing for the period set forth therein, then the Obligations shall
automatically become immediately due and payable without declaration or other act on the part of the Secured
Party.

(b) Upon the occurrence of an Event of Default, the Secured Party shall,: (i) be entitled to receive all distributions
with respect to the Pledged Collateral, (ii) to cause the Pledged Property to be transferred into the name of the
Secured Party or its nominee, (iii) to dispose of the Pledged Property, and (iv) to realize upon any and all rights in
the Pledged Property then held by the Secured Party.

Section 5.2. Method of Realizing Upon the Pledged Property : Other Remedies.

Upon the occurrence of an Event of Default, in addition to any rights and remedies available at law or in equity,
the following provisions shall govern the Secured Party's right to realize upon the Pledged Property:

(a) Any item of the Pledged Property may be sold for cash or other value in any number of lots at brokers board,
public auction or private sale and may be sold without demand, advertisement or notice (except that the Secured
Party shall give the Company ten (10) days' prior written notice of the time and place or of the time after which a
private sale may be made (the "Sale Notice")), which notice period shall in any event is hereby agreed to be
commercially reasonable. At any sale or sales of the Pledged Property, the Company may bid for and purchase
the whole or any part of the Pledged Property and, upon compliance with the terms of such sale, may hold,
exploit and dispose of the same without further accountability to the Secured Party. The Company will execute
and deliver, or cause to be executed and delivered, such instruments, documents, assignments, waivers,
certificates, and affidavits and supply or cause to be supplied such further information and take such further action
as the Secured Party reasonably shall require in connection with any such sale.

(b) Any cash being held by the Secured Party as Pledged Collateral and all cash proceeds received by the
Secured Party in respect of, sale of, collection from, or other realization upon all or any part of the Pledged
Collateral shall be applied as follows:

(i) to the payment of all amounts due the Secured Party for the expenses reimbursable to it hereunder or owed to
it pursuant to Section 8.3 hereof;

(ii) to the payment of the Obligations then due and unpaid.

                                                          5
(iii) the balance, if any, to the person or persons entitled thereto, including, without limitation, the Company.

(c) In addition to all of the rights and remedies which the Secured Party may have pursuant to this Agreement, the
Secured Party shall have all of the rights and remedies provided by law, including, without limitation, those under
the Uniform Commercial Code.

(d) If the Company fails to pay such amounts due upon the occurrence of an Event of Default which is continuing,
then the Secured Party may institute a judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same against the Company and
collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of
Company, wherever situated.

(e) The Company agrees that it shall be liable for any reasonable fees, expenses and costs incurred by the
Secured Party in connection with enforcement, collection and preservation of the Note, including, without
limitation, reasonable legal fees and expenses, and such amounts shall be deemed included as Obligations secured
hereby and payable as set forth in Section 8.3 hereof.

Section 5.3. Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relating to the Company or the property of the Company or
of such other obligor or its creditors, the Secured Party (irrespective of whether the Obligations shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective of whether the Secured Party
shall have made any demand on the Company for the payment of the Obligations), subject to the rights of
Previous Security Holders, shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the Obligations and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Secured Party (including any claim for the
reasonable legal fees and expenses and other expenses paid or incurred by the Secured Party) permitted
hereunder and of the Secured Party allowed in such judicial proceeding, and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by the Secured Party to make such payments to the Secured
Party and, in the event that the Secured Party shall consent to the making of such payments directed to the
Secured Party, to pay to the Secured Party any amounts for expenses due it hereunder.

                                                           6
Section 5.4. Duties Regarding Pledged Collateral.

The Secured Party shall have no duty as to the collection or protection of the Pledged Property or any income
thereon or as to the preservation of any rights pertaining thereto, beyond the safe custody and reasonable care of
any of the Pledged Property actually in the Secured Party's possession.

                                                    ARTICLE 6.

                                         AFFIRMATIVE COVENANTS

The Company covenants and agrees that, from the date hereof and until the Obligations have been fully paid and
satisfied, unless the Secured Party shall consent otherwise in writing (as provided in Section 8.4 hereof):

Section 6.1. Existence, Properties, Etc.

(a) The Company shall do, or cause to be done, all things, or proceed with due diligence with any actions or
courses of action, that may be reasonably necessary (i) to maintain Company's due organization, valid existence
and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and
effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a
Material Adverse Effect (as defined below); and (b) the Company shall not do, or cause to be done, any act
impairing the Company's corporate power or authority
(i) to carry on the Company's business as now conducted, and (ii) to execute or deliver this Agreement or any
other document delivered in connection herewith, including, without limitation, any UCC-1 Financing Statements
required by the Secured Party (which other loan instruments collectively shall be referred to as the "Loan
Instruments") to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For
purpose of this Agreement, the term "Material Adverse Effect" shall mean any material and adverse affect as
determined by Secured Party in its sole discretion, whether individually or in the aggregate, upon (a) the
Company's assets, business, operations, properties or condition, financial or otherwise; (b) the Company's to
make payment as and when due of all or any part of the Obligations; or (c) the Pledged Property.

Section 6.2. Financial Statements and Reports.

The Company shall furnish to the Secured Party such financial data as the Secured Party may reasonably request.
Without limiting the foregoing, the Company shall furnish to the Secured Party (or cause to be furnished to the
Secured Party) the following:

(a) as soon as practicable and in any event within ninety (90) days after the end of each fiscal year of the
Company, the balance sheet of the Company as of the close of such fiscal year, the statement of earnings and
retained earnings of the Company as of the close of such fiscal year, and statement of cash flows for the
Company for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting
principles consistently applied, certified by the chief executive and chief financial officers of the Company as being
true and correct and accompanied by a certificate of the chief executive and chief financial officers of the
Company, stating that the Company has kept, observed, performed and

                                                           7
fulfilled each covenant, term and condition of this Agreement during such fiscal year and that no Event of Default
hereunder has occurred and is continuing, or if an Event of Default has occurred and is continuing, specifying the
nature of same, the period of existence of same and the action the Company proposes to take in connection
therewith;

(b) within thirty (30) days of the end of each calendar month, a balance sheet of the Company as of the close of
such month, and statement of earnings and retained earnings of the Company as of the close of such month, all in
reasonable detail, and prepared substantially in accordance with generally accepted accounting principles
consistently applied, certified by the chief executive and chief financial officers of the Company as being true and
correct; and

(c) promptly upon receipt thereof, copies of all accountants' reports and accompanying financial reports
submitted to the Company by independent accountants in connection with each annual examination of the
Company.

Section 6.3. Accounts and Reports.

The Company shall maintain a standard system of accounting in accordance with generally accepted accounting
principles consistently applied and provide, at its sole expense, to the Secured Party the following:

(a) as soon as available, a copy of any notice or other communication alleging any nonpayment or other material
breach or default, or any foreclosure or other action respecting any material portion of its assets and properties,
received respecting any of the indebtedness of the Company in excess of $15,000 (other than the Obligations),
or any demand or other request for payment under any guaranty, assumption, purchase agreement or similar
agreement or arrangement respecting the indebtedness or obligations of others in excess of $15,000, including
any received from any person acting on behalf of the Secured Party or beneficiary thereof; and

(b) within fifteen (15) days after the making of each submission or filing, a copy of any report, financial statement,
notice or other document, whether periodic or otherwise, submitted to the shareholders of the Company, or
submitted to or filed by the Company with any governmental authority involving or affecting (i) the Company that
could have a Material Adverse Effect; (ii) the Obligations; (iii) any part of the Pledged Collateral; or (iv) any of
the transactions contemplated in this Agreement or the Loan Instruments.

Section 6.4. Maintenance of Books and Records; Inspection.

The Company shall maintain its books, accounts and records in accordance with generally accepted accounting
principles consistently applied, and permit the Secured Party, its officers and employees and any professionals
designated by the Secured Party in writing, at any time to visit and inspect any of its properties (including but not
limited to the collateral security described in the Loan Instruments), corporate books and financial records, and to
discuss its accounts, affairs and finances with any employee, officer or director thereof.

                                                          8
Section 6.5. Maintenance and Insurance.

(a) The Company shall maintain or cause to be maintained, at its own expense, all of its assets and properties in
good working order and condition, making all necessary repairs thereto and renewals and replacements thereof.

(b) The Company shall maintain or cause to be maintained, at its own expense, insurance in form, substance and
amounts (including deductibles), which the Company deems reasonably necessary to the Company's business, (i)
adequate to insure all assets and properties of the Company, which assets and properties are of a character
usually insured by persons engaged in the same or similar business against loss or damage resulting from fire or
other risks included in an extended coverage policy; (ii) against public liability and other tort claims that may be
incurred by the Company; (iii) as may be required by applicable law and (iv) as may be reasonably requested by
Secured Party, all with adequate, financially sound and reputable insurers.

Section 6.6. Contracts and Other Collateral.

The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract
and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on
a timely basis and in the manner therein required, including, without limitation, this Agreement.

Section 6.7. Defense of Collateral, Etc.

The Company shall defend and enforce its right, title and interest in and to any part of: (a) the Pledged Property;
and (b) if not included within the Pledged Property, those assets and properties whose loss could have a Material
Adverse Effect, the Company shall defend the Secured Party's right, title and interest in and to each and every
part of the Pledged Property, each against all manner of claims and demands on a timely basis to the full extent
permitted by applicable law.

Section 6.8. Payment of Debts, Taxes, Etc.

The Company shall pay, or cause to be paid, all of its indebtedness and other liabilities and perform, or cause to
be performed, all of its obligations in accordance with the respective terms thereof, and pay and discharge, or
cause to be paid or discharged, all taxes, assessments and other governmental charges and levies imposed upon
it, upon any of its assets and properties on or before the last day on which the same may be paid without penalty,
as well as pay all other lawful claims (whether for services, labor, materials, supplies or otherwise) as and when
due.

Section 6.9. Taxes and Assessments; Tax Indemnity.

The Company shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under
applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental
charges or levies imposed upon the Company, upon its income and profits or upon any properties belonging to it,
prior to the date on which penalties

                                                         9
attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might
become a lien or charge upon any of its properties; provided, however, that the Company in good faith may
contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so
long as appropriate reserves are maintained with respect thereto.

Section 6.10. Compliance with Law and Other Agreements.

The Company shall maintain its business operations and property owned or used in connection therewith in
compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such
business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises,
indentures and mortgages to which the Company is a party or by which the Company or any of its properties is
bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with
the terms thereof.

6.11. Notice of Default.

The Company shall give written notice to the Secured Party of the occurrence of any default or Event of Default
under this Agreement, the Note or any other agreement of Company for the payment of money, promptly upon
the occurrence thereof.

6.12. Notice of Litigation.

The Company shall give notice, in writing, to the Secured Party of (a) any actions, suits or proceedings wherein
the amount at issue is in excess of $15,000, instituted by any persons against the Company, or affecting any of
the assets of the Company, and (b) any dispute, not resolved within fifteen (15) days of the commencement
thereof, between the Company on the one hand and any governmental or regulatory body on the other hand,
which might reasonably be expected to have a Material Adverse Effect on the business operations or financial
condition of the Company.

                                                 ARTICLE 7.

                                         NEGATIVE COVENANTS

The Company covenants and agrees that, from the date hereof until the Obligations have been fully paid and
satisfied, the Company shall not, unless the Secured Party shall consent otherwise in writing:

Section 7.1. Indebtedness.

The Company shall not directly or indirectly permit, create, incur, assume, permit to exist, increase, renew or
extend on or after the date hereof any indebtedness on its part, including commitments, contingencies and credit
availabilities, or apply for or offer or agree to do any of the foregoing.

                                                       10
Section 7.2. Liens and Encumbrances.

The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment,
transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part
of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or
agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including
any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or
encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property
or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged
Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

Section 7.3. Certificates, By-Laws, Mergers, Consolidations, Acquisitions and Sales.

Without the prior express written consent of the Secured Party, the Company shall not: (a) Amend its Certificate
of Incorporation or By-Laws; (b) issue or sell its stock, stock options, bonds, notes or other corporate securities
or obligations; (c) be a party to any merger, consolidation or corporate reorganization, (d) purchase or otherwise
acquire all or substantially all of the assets or stock of, or any partnership or joint venture interest in, any other
person, firm or entity, (e) sell, transfer, convey, grant a security interest in or lease all or any substantial part of its
assets, nor (f) create any subsidiaries nor convey any of its assets to any subsidiary.

7.4. Management, Ownership.

The Company shall not change its ownership, executive staff or management without the prior written consent of
the Secured Party. The ownership, executive staff and management of the Company are material factors in the
Secured Party's willingness to institute and maintain a lending relationship with the Company.

7.5. Dividends, Etc.

The Company shall not declare or pay any dividend of any kind, in cash or in property, on any class of its capital
stock, nor purchase, redeem, retire or otherwise acquire for value any shares of such stock, nor make any
distribution of any kind in respect thereof, nor make any return of capital to shareholders, nor make any payments
in respect of any pension, profit sharing, retirement, stock option, stock bonus, incentive compensation or similar
plan (except as required or permitted hereunder), without the prior written consent of the Secured Party.

7.6. Guaranties; Loans.

The Company shall not guarantee nor be liable in any manner, whether directly or indirectly, or become
contingently liable after the date of this Agreement in connection with the obligations or indebtedness of any
person or persons, except for (i) the indebtedness currently secured by the liens identified on the Pledged
Property identified on Exhibit A hereto and (ii) the endorsement of negotiable instruments payable to the
Company for deposit or collection in the

                                                            11
ordinary course of business. The Company shall not make any loan, advance or extension of credit to any person
other than in the normal course of its business.

7.7. Debt.

The Company shall not create, incur, assume or suffer to exist any additional indebtedness of any description
whatsoever in an aggregate amount in excess of $25,000 (excluding any indebtedness of the Company to the
Secured Party, trade accounts payable and accrued expenses incurred in the ordinary course of business and the
endorsement of negotiable instruments payable to the Company, respectively for deposit or collection in the
ordinary course of business).

7.8. Conduct of Business.

The Company will continue to engage, in an efficient and economical manner, in a business of the same general
type as conducted by it on the date of this Agreement.

7.9. Places of Business.

The location of the Company's chief place of business is 6701 Democracy Boulevard, Suite 300, Bethesda, MD
20817. The Company shall not change the location of its chief place of business, chief executive office or any
place of business disclosed to the Secured Party or move any of the Pledged Property from its current location
without thirty (30) days' prior written notice to the Secured Party in each instance.

                                                   ARTICLE 8.

                                               MISCELLANEOUS

Section 8.1. Notices.

All notices or other communications required or permitted to be given pursuant to this Agreement shall be in
writing and shall be considered as duly given on: (a) the date of delivery, if delivered in person, by nationally
recognized overnight delivery service or (b) five (5) days after mailing if mailed from within the continental United
States by certified mail, return receipt requested to the party entitled to receive the same:

                   If to the Secured Party:             Cornell Capital Partners, LP
                                                        101 Hudson Street-Suite 3700
                                                        Jersey City, New Jersey 07302
                                                        Attention:        Mark Angelo
                                                                          Portfolio Manager
                                                        Telephone:        (201) 986-8300
                                                        Facsimile:        (201) 985-8266




                                                         12
                And if to the Company:               MobilePro Corp.
                                                     6701 Democracy Boulevard, Suite 300
                                                     Bethesda, MD 20817
                                                     Attention:          Kurt Gordon
                                                     Telephone:        (301) 524-4759
                                                     Facsimile:          (301) 315-9027

                With a copy to:                      Schiff Hardin, LLP
                                                     1101 Connecticut Avenue, N.W. - Suite 600
                                                     Washington, D.C., 20036
                                                     Attention:        Ernest M. Stern, Esq.
                                                     Telephone:        (202) 778-6461
                                                     Facsimile:        (202) 778-6460




Any party may change its address by giving notice to the other party stating its new address. Commencing on the
tenth (10th) day after the giving of such notice, such newly designated address shall be such party's address for
the purpose of all notices or other communications required or permitted to be given pursuant to this Agreement.

Section 8.2. Severability.

If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other
severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or
unenforceable provision were not contained herein.

Section 8.3. Expenses.

In the event of an Event of Default, the Company will pay to the Secured Party the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel, which the Secured Party may
incur in connection with: (i) the custody or preservation of, or the sale, collection from, or other realization upon,
any of the Pledged Property; (ii) the exercise or enforcement of any of the rights of the Secured Party hereunder
or (iii) the failure by the Company to perform or observe any of the provisions hereof.

Section 8.4. Waivers, Amendments, Etc.

The Secured Party's delay or failure at any time or times hereafter to require strict performance by Company of
any undertakings, agreements or covenants shall not waiver, affect, or diminish any right of the Secured Party
under this Agreement to demand strict compliance and performance herewith. Any waiver by the Secured Party
of any Event of Default shall not waive or affect any other Event of Default, whether such Event of Default is prior
or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements and
covenants of the Company contained in this Agreement, and no Event of Default, shall be deemed to have been
waived by the Secured Party, nor may this Agreement be amended, changed or modified, unless such waiver,
amendment, change or modification is evidenced by an

                                                          13
instrument in writing specifying such waiver, amendment, change or modification and signed by the Secured
Party.

Section 8.5. Continuing Security Interest.

This Agreement shall create a continuing security interest in the Pledged Property and shall: (i) remain in full force
and effect until payment in full of the Obligations; and (ii) be binding upon the Company and its successors and
heirs and (iii) inure to the benefit of the Secured Party and its successors and assigns. Upon the payment or
satisfaction in full of the Obligations, the Company shall be entitled to the return, at its expense, of such of the
Pledged Property as shall not have been sold in accordance with Section 5.2 hereof or otherwise applied
pursuant to the terms hereof.

Section 8.6. Independent Representation.

Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive
independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and
responsibilities with regard to the substance of this Agreement.

Section 8.7. Applicable Law: Jurisdiction.

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by the internal laws of the State of New Jersey, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New Jersey or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of New Jersey. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state court sitting in Hudson County New Jersey and federal courts
sitting in Newark, New Jersey, for the adjudication of any dispute hereunder or in connection herewith or
therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.

Section 8.8. Waiver of Jury Trial.

AS A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT
AND TO MAKE THE FINANCIAL ACCOMMODATIONS TO THE COMPANY, THE COMPANY
HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN
ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO
THIS TRANSACTION.

                                                          14
Section 8.9. Entire Agreement.

This Agreement constitutes the entire agreement among the parties and supersedes any prior agreement or
understanding among them with respect to the subject matter hereof.

                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                     15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

                                             COMPANY:

                                         MOBILEPRO CORP.

                                By: _____________________________
                                          Name: Kurt Gordon
                                      Title: Chief Financial Officer

                                      SECURED PARTY:
                                CORNELL CAPITAL PARTNERS, LP

                                  BY: YORKVILLE ADVISORS, LLC
                                      ITS: GENERAL PARTNER

                                                    By:
                                          Name: Mark Angelo
                                         Title: Portfolio Manager

                                                   16
                                                    EXHIBIT A

                                  DEFINITION OF PLEDGED PROPERTY

For the purpose of securing prompt and complete payment and performance by the Company of all of the
Obligations, the Company unconditionally and irrevocably hereby grants to the Secured Party a continuing
security interest in and to, and lien upon, the following Pledged Property of the Company:

(a) all goods of the Company, including, without limitation, machinery, equipment, furniture, furnishings, fixtures,
signs, lights, tools, parts, supplies and motor vehicles of every kind and description, now or hereafter owned by
the Company or in which the Company may have or may hereafter acquire any interest, and all replacements,
additions, accessions, substitutions and proceeds thereof, arising from the sale or disposition thereof, and where
applicable, the proceeds of insurance and of any tort claims involving any of the foregoing;

(b) all inventory of the Company, including, but not limited to, all goods, wares, merchandise, parts, supplies,
finished products (including, without limitation, SEGABA 2000, and all rights (tangible or intangible) therein),
other tangible personal property, including such inventory as is temporarily out of Company's custody or
possession and including any returns upon any accounts or other proceeds, including insurance proceeds,
resulting from the sale or disposition of any of the foregoing;

(c) all contract rights and general intangibles of the Company, including, without limitation, goodwill, trademarks,
trade styles, trade names, leasehold interests, partnership or joint venture interests, patents, patent applications,
copyrights, deposit accounts whether now owned or hereafter created;

(d) all documents, warehouse receipts, instruments and chattel paper of the Company whether now owned or
hereafter created;

(e) all accounts and other receivables, instruments or other forms of obligations and rights to payment of the
Company (herein collectively referred to as "Accounts"), together with the proceeds thereof, all goods
represented by such Accounts and all such goods that may be returned by the Company's customers, and all
proceeds of any insurance thereon, and all guarantees, securities and liens which the Company may hold for the
payment of any such Accounts including, without limitation, all rights of stoppage in transit, replevin and
reclamation and as an unpaid vendor and/or lienor, all of which the Company represents and warrants will be
bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in
the ordinary course of business;

(f) to the extent assignable, all of the Company's rights under all present and future authorizations, permits,
licenses and franchises issued or granted in connection with the operations of any of its facilities;

(g) all products and proceeds (including, without limitation, insurance proceeds) from the above-described
Pledged Property.

                                                         A-1
                                                   EXHIBIT 10.9

                                EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (this "Agreement") is made as of October 14,
2004 by and between Mobilepro Corp., a Delaware corporation (the "Company"), and Kevin Kuykendall
("Executive").

WHEREAS, the Company and the Executive are parties to that certain Executive Employment Agreement dated
as of June 10, 2004 ("Original Agreement") which states the terms and conditions of the Executive's employment
as Group President of Telco Operations; and

WHEREAS, the Company and Executive wish to amend the Original Agreement to clarify that the options
granted to the Executive were intended to be warrants to purchase common stock.

NOW, THEREFORE, in consideration of the foregoing recitals and the representations, covenants and terms,
the parties hereto hereby agree to amend and restate the Original Agreement in its entirety as follows:

1. EMPLOYMENT PERIOD

The Company will employ Mr. Kuykendall, and Mr. Kuykendall will serve the Company, under the terms of this
Agreement commencing June 10, 2004 (the "Commencement Date") for a term of twenty-four (24) months
unless earlier terminated under Section 4 hereof. The period of time between the commencement and the
termination of Mr. Kuykendall's employment hereunder shall be referred to herein as the "Employment Period."

2. DUTIES AND STATUS

The Company hereby engages Mr. Kuykendall as its Group President of Telco Operations on the terms and
conditions set forth in this Agreement. During the term of the Employment Period, Mr. Kuykendall shall report
directly to the Chief Executive Officer of the Company and shall exercise such authority, perform such executive
functions and discharge such responsibilities as are reasonably associated with Mr. Kuykendall's position,
commensurate with the authority vested in Mr. Kuykendall pursuant to this Agreement and consistent with the
governing documents of the Company. These duties include, but are not limited to: (i) execution of the telco
strategy, business plan and financial projections as developed and agreed to by the Company; (ii) assume
responsibility for all the financial, accounting and related aspects of the telco division; (ii) managing the day to day
operations and integration of the telco companies which the Company or its affiliates acquires; (iii) assisting the
CEO in seeking and closing acquisitions for the Company to grow the Company's revenues and earnings per
share; (iv) identifying and recruiting additional personnel to build the Company, especially in the telco area; and
(v) handling such other leadership, administrative and
managerial roles as is customary and appropriate for a company's Group President of Telco Operations. For
purposes of this Agreement, "Telco Operations" shall refer specifically to voice services including long distance
and local. Mr. Kuykendall understands that Jack Beech is in charge of ISP Operations and that there is currently
a vacancy for Web Hosting Operations. To the extent that technology such as VOIP creates convergence
between ISP Operations and Telco Operations, Mr. Kuykendall will work with the Company's CEO and Mr.
Beech to best implement a VOIP strategy.

3. COMPENSATION AND BENEFITS

(a) Salary. During the Employment Period, the Company shall pay to Mr. Kuykendall, as compensation for the
performance of his duties and obligations under this Agreement, a base salary of Fifteen Thousand Dollars
($15,000) per month, payable semi-monthly. In addition, beginning October 1, 2003, the Company shall
reimburse Mr. Kuykendall for all health, dental, vision, life, AD&D, and disability insurance policies (not to
exceed $2,000 per month) until such time as Company establishes such insurance coverages.

(b) Vacation: The Company will provide Mr. Kuykendall with four
(4) weeks paid vacation per annum.

(c) Bonus. During the Employment Period, Mr. Kuykendall shall be entitled to a bonus of up to three times (3x)
his annual salary.

The bonus will be based upon two metrics:

(i) 1.0% of acquired Telco companies' LTM revenues plus

(ii) Five percent (5%) of the EBITDA achieved by the Telco Operations of the Company; plus

(iii) One-half percent (.5%) of LTM revenues for any other acquisitions which Mr. Kuykendall originates and
which the Company closes.

For the Astra, US1, and AFN proposed transactions, in lieu of one percent (1%) (or one-half percent (.5%) for
Astra) of LTM revenues, Mr. Kuykendall shall receive a bonus based on a standard Lehman Formula (i.e., 5%
of the first $1 million, 4% of the second $1 million, 3% of the third $1 million, 2% of the fourth $1 million and 1%
thereafter of purchase price) for each of the three acquisition opportunities which the Company accepts and
finalizes. An acquisition shall be deemed "made" if a definitive agreement is executed during the Employment
Period and the transaction closes during the Employment Period or within twelve (12) months thereafter.

The acquisition bonus will be paid with the next regular paycheck after an acquisition closes while the EBITDA
bonus will be paid seventy-five percent (75%) no later than forty-five (45) days after

                                                        -2-
the close of the quarter (based on unaudited numbers) and the remaining twenty-five percent (25%) within ninety
(90) days after the fiscal year end (based on audited numbers).

The bonus will be capped at three hundred percent (300%) of base salary (thus, initially $540,000 per annum).
The 3x cap shall be lifted if the Company achieves $5 million in Telco EBITDA on a "run-rate" basis by March
31, 2005. The Company and Mr. Kuykendall herein agree to negotiate in good faith on additional compensation
if warranted by extraordinary performance by Mr. Kuykendall. Terms and conditions of the additional
compensation, if any, will be negotiated on a case-by-case basis.

(d) Equity. As partial consideration for entering into this Agreement, the Company hereby grants Mr. Kuykendall
a warrant to acquire three million (3,000,000) shares of the Company's common stock at an exercise price or
$0.20 per share (the "Warrant"). The Warrant shall vest ratably over the remaining twenty-four (24) months of
the Agreement, or immediately if Mr. Kuykendall's employment is terminated without cause or for good reason
(as described in Section 4 hereof) or due to a change in control, sale of a majority of the common stock or
substantially all of the assets of the Company or merger of the Company into or with another company (unless
such company is less than ninety percent (90%) of the size (measured by market value) of the Company) or
reverse merger with another company. A warrant to purchase an additional three million (3,000,000) shares of
common stock will be granted and shall vest on the following schedule: Seventy-five (75) warrants shall vest per
$1,000 in acquired LTM Telco Operation revenue or Astra LTM revenue and thirty-seven and one-half (37.5)
warrants shall vest per $1,000 in LTM revenue for Mr. Kuykendall sourced acquisitions which are not Telco
Operation revenue or Astra LTM revenue.

All six million (6,000,000) warrants to purchase shares of common stock issued pursuant to this section 3(d) will
have an exercise price of $0.20 and the shares underlying such warrants shall have "piggy-back" registration
rights with the Company's next SB-2 or equivalent registration statement, but shall not otherwise be registered.

Additional warrants or options may be granted at the discretion of the Chief Executive Officer.

(e) Business Expenses. During the Employment Period, the Company shall promptly reimburse Mr. Kuykendall
for all appropriately documented, reasonable business and travel expenses incurred by

                                                       -3-
Mr. Kuykendall in the performance of his duties under this Agreement.

(f) Office. During the Employment Period, the Company shall provide an office at a place mutually agreeable to
Mr. Kuykendall and the Company and, to the extent that the Company's budget allows, secretarial assistance to
Mr. Kuykendall suitable to Mr. Kuykendall's position as the Company's Group President. Mr. Kuykendall
agrees that the Company's existing offices at 6701 Democracy Boulevard, Bethesda, Maryland 20817 are
sufficient to satisfy this covenant.

The Company agrees to reimburse Mr. Kuykendall for expenses incurred to establish and maintain a home office
including phone, fax, Internet, cellular, and other related expenses not to exceed $500 per month.

If the Company requires Mr. Kuykendall to relocate from Maryland to any other state for the purpose of serving
as Group President or any other like position, the Company agrees to provide a full relocation package
commensurate with industry standards for this level of position.

(4) TERMINATION OF EMPLOYMENT

(a) Termination for Cause. The Company may terminate Mr. Kuykendall's employment hereunder for Cause
(defined below). For purposes of this Agreement and subject to Mr. Kuykendall's opportunity to cure as
provided in Section 4(c) hereof, the Company shall have Cause to terminate Mr. Kuykendall's employment
hereunder if such termination shall be the result of:

(i) a material breach of fiduciary duty or material breach of the terms of this Agreement or any other agreement
between Mr. Kuykendall and the Company (including without limitation any agreements regarding confidentiality,
inventions assignment and non-competition), which, in the case of a material breach of the terms of this
Agreement or any other agreement, remains uncured for a period of thirty (30) days following receipt of written
notice from the Board specifying the nature of such breach;

(ii) the commission by Mr. Kuykendall of any act of embezzlement, fraud, larceny or theft on or from the
Company;

(iii) Substantial and continuing neglect or inattention by Mr. Kuykendall of the duties of his employment or the
willful misconduct or gross negligence of Mr. Kuykendall in connection

                                                        -4-
with the performance of such duties which remains uncured for a period of thirty (30) days following receipt of
written notice from the Board specifying the nature of such breach;

(iv) The commission by Mr. Kuykendall of any crime involving moral turpitude or a felony;

(v) Mr. Kuykendall's performance or omission of any act which, in the judgment of the Board, if known to the
customers, clients, stockholders or any regulators of the Company, would have a material and adverse impact on
the business of the Company; and

(vi) In the event that Telco Operations deals, plus Astra or other deals sourced by Mr. Kuykendall, with at least
$1 million in Run-Rate EBITDA (in the reasonable judgment of the Company's CEO) have not closed by
December 31, 2004.

(b) Termination for Good Reason. Mr. Kuykendall shall have the right at any time to terminate his employment
with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason
(defined below). For purposes of this Agreement and subject to the Company's opportunity to cure as provided
in Section 4(c) hereof, Mr. Kuykendall shall have Good Reason to terminate his employment hereunder if such
termination shall be the result of:

(i) The breach by the Company of any material provision of this Agreement; or

(ii) A requirement by the Company that Mr. Kuykendall perform any act or refrain from performing any act that
would be in violation of any applicable law.

(c) Notice and Opportunity to Cure. Notwithstanding the foregoing, it shall be a condition precedent to the
Company's right to terminate Mr. Kuykendall's employment for Cause and Mr. Kuykendall's right to terminate
for Good Reason that (i) the party seeking termination shall first have given the other party written notice stating
with specificity the reason for the termination ("breach") and (ii) if such breach is susceptible of cure or remedy, a
period of fifteen (15) days from and after the giving of such notice shall have elapsed without the breaching party
having effectively cured or remedied such breach during such 15-day period, unless such breach cannot be cured
or remedied within fifteen (15) days, in which case the period for remedy or cure shall be extended for a
reasonable time (not to exceed an additional thirty (30) days)

                                                         -5-
provided the breaching party has made and continues to make a diligent effort to effect such remedy or cure.

(d) Voluntary Termination. At the election of Mr. Kuykendall, upon not less than sixty (60) days prior written
notice of termination other than for Good Reason.

(e) Termination Upon Death or Permanent and Total Disability. The Employment Period shall be terminated by
the death of Mr. Kuykendall. The Employment Period may be terminated by the Board of Directors of the
Company if Mr. Kuykendall shall be rendered incapable of performing his duties to the Company by reason of
any medically determined physical or mental impairment that can be reasonably expected to result in death or that
can be reasonably be expected to last for a period of either (i) six (6) or more consecutive months from the first
date of Mr. Kuykendall's absence due to the disability or (ii) nine (9) months during any twelve-month period (a
"Permanent and Total Disability"). If the Employment Period is terminated by reason of a Permanent and Total
Disability of Mr. Kuykendall, the Company shall give thirty (30) days' advance written notice to that effect to Mr.
Kuykendall.

(f) Termination Without Cause. At the election of the Company, otherwise than for Cause, upon not less than
sixty (60) days written notice of termination.

(g) Termination for Business Failure. Anything contained herein to the contrary notwithstanding, in the event the
Company's business is discontinued because continuation is rendered impracticable by substantial financial losses,
lack of funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic
depression or crisis or any reasons beyond the control of the Company, then this Agreement shall terminate as of
the day the Company determines to cease operation with the same force and effect as if such day of the month
were originally set as the termination date hereof. In the event this Agreement is terminated pursuant to this
Section 4(g), the Executive will be entitled to severance pay.

(5) CONSEQUENCES OF TERMINATION

(a) Without Cause or for Good Reason. In the event of a termination of Mr. Kuykendall's employment during the
Employment Period by the Company other than for Cause pursuant to Section 4(f) or by Mr. Kuykendall for
Good Reason pursuant to Section 4(b) (e.g., due to a Change of Control of the Company, where Change of

                                                        -6-
Control means: (i) the acquisition (other than from the Company) in one or more transactions by any Person, as
defined in this Section 5(a), of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding shares of the
securities of the Company, or (B) the combined voting power of the then outstanding securities of the Company
entitled to vote generally in the election of directors (the "Company Voting Stock"); (ii) the closing of a sale or
other conveyance of all or substantially all of the assets of the Company; or (iii) the effective time of any merger,
share exchange, consolidation, or other business combination of the Company if immediately after such
transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the
election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons
who, immediately prior to such transaction, held the Company Voting Stock; provided, however, that a Change
of Control shall not include a public offering of capital stock of the Company. For purposes of this Section 5(a), a
"Person" means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended, other than employee benefit plans sponsored or maintained by the
Company and corporations controlled by the Company), the Company shall pay Mr. Kuykendall (or his estate)
and provide him with the following:

a. Lump-Sum Payment. A lump-sum cash payment, payable ten (10) days after Mr. Kuykendall's termination of
employment, equal to the sum of the following:

i. Salary. The equivalent of the remaining months on the Employment Agreement or twelve (12) months (the
"Severance Period") of Mr. Kuykendall's then-current base salary, whichever is greater; plus

ii. Earned but Unpaid Amounts. Any previously earned but unpaid salary through Mr. Kuykendall's final date of
employment with the Company, and any previously earned but unpaid bonus amounts prior to the date of Mr.
Kuykendall's termination of employment.

iii. Equity. Mr. Kuykendall shall retain all Warrant Shares vested at time of termination. All unvested Warrant
Shares shall immediately vest

                                                        -7-
and be retained by Mr. Kuykendall. Mr. Kuykendall shall have the benefit of the full ten (10)-year warrant period
to exercise such Warrant Shares.

b. Other Benefits. The Company shall provide continued coverage for the Severance Period under all health, life,
disability and similar employee benefit plans and programs of the Company on the same basis as Mr. Kuykendall
was entitled to participate immediately prior to such termination, provided that Mr. Kuykendall's continued
participation is possible under the general terms and provisions of such plans and programs. In the event that Mr.
Kuykendall's participation in any such plan or program is barred, the Company shall use its commercially
reasonable efforts to provide Mr. Kuykendall with benefits substantially similar (including all tax effects) to those
which Mr. Kuykendall would otherwise have been entitled to receive under such plans and programs from which
his continued participation is barred. In the event that Mr. Kuykendall is covered under substitute benefit plans of
another employer prior to the expiration of the Severance Period, the Company will no longer be obligated to
continue the coverage's provided for in this Section 5(a)(ii).

(b) Other Termination of Employment. In the event that Mr. Kuykendall's employment with the Company is
terminated during the Employment Period by the Company for Cause (as provided for in Section 4(a) hereof) or
by Mr. Kuykendall other than for Good Reason (as provided for in Section 4(b) hereof), the Company shall pay
or grant Mr. Kuykendall any earned but unpaid salary, bonus, and Warrant Shares through Mr. Kuykendall's
final date of employment with the Company, and the Company shall have no further obligations to Mr.
Kuykendall.

(c) Withholding of Taxes. All payments required to be made by the Company to Mr. Kuykendall under this
Agreement shall be subject only to the withholding of such amounts, if any, relating to tax, excise tax and other
payroll deductions as may be required by law or regulation.

(d) No Other Obligations. The benefits payable to Mr. Kuykendall under this Agreement are not in lieu of any
benefits payable under any employee benefit plan, program or arrangement of the Company, except as
specifically provided herein, and Mr. Kuykendall will receive such benefits or payments, if any, as he

                                                         -8-
may be entitled to receive pursuant to the terms of such plans, programs and arrangements. Except for the
obligations of the Company provided by the foregoing and this Section 5, the Company shall have no further
obligations to Mr. Kuykendall upon his termination of employment.

(e) No Mitigation or Offset. Mr. Kuykendall shall have no obligation to mitigate the damages provided by this
Section 5 by seeking substitute employment or otherwise and there shall be no offset of the payments or benefits
set forth in this
Section 5 except as provided in Section 5(a)(ii).

(6) GOVERNING LAW

This Agreement and the rights and obligations of the parties hereto shall be construed in accordance with the laws
of the State of Maryland, without giving effect to the principles of conflict of laws.

(7) INDEMNITY AND INSURANCE

The Company shall indemnify and save harmless Mr. Kuykendall for any liability incurred by reason of any act or
omission performed by Mr. Kuykendall while acting in good faith on behalf of the Company and within the scope
of the authority of Mr. Kuykendall pursuant to this Agreement and to the fullest extent provided under the
Bylaws, the Certificate of Incorporation and the General Corporation Law of the State of Delaware, except that
Mr. Kuykendall must have in good faith believed that such action was in, or not opposed to, the best interests of
the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that
such conduct was unlawful

The Company shall provide that Mr. Kuykendall is covered by any Directors and Officers insurance that the
Company provides to other senior executives and/or board members.

(8) NON-DISPARAGEMENT

At all times during the Employment Period and for a period of five
(5) years thereafter (regardless of how Mr. Kuykendall's employment was terminated), Mr. Kuykendall shall not,
directly or indirectly, make (or cause to be made) to any person any disparaging, derogatory or other negative or
false statement about the Company (including its products, services, policies, practices, operations, employees,
sales representatives, agents, officers, members, managers, partners or directors).

                                                       -9-
(9) COOPERATION WITH THE COMPANY AFTER TERMINATION OF EMPLOYMENT

Following termination of Mr. Kuykendall's employment for any reason, Mr. Kuykendall shall fully cooperate with
the Company in all matters relating to the winding up of Mr. Kuykendall's pending work on behalf of the
Company including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of
any such pending work to other employees of the Company as may be designated by the Company. Following
any notice of termination of employment by either the Company or Mr. Kuykendall, the Company shall be
entitled to such full time or part time services of Mr. Kuykendall as the Company may reasonably require during
all or any part of the sixty (60)-day period following any notice of termination, provided that Mr. Kuykendall shall
be compensated for such services at the same rate as in effect immediately before the notice of termination.

(10) LOCK-UP PERIOD AND VOLUME LIMITATION.

Mr. Kuykendall agrees that he will not sell or otherwise transfer or dispose of any shares of the Company's
common stock that he owns or is entitled to receive following the exercise of any Warrant Shares or convertible
securities that he may receive following the Commencement Date until December 1, 2004. Mr. Kuykendall also
agrees that he will not sell or otherwise transfer or dispose of more than one million (1,000,000) shares of the
Company's common stock during any calendar quarter thereafter during the Employment Period.

(11) NOTICE

All notices, requests and other communications pursuant to this Agreement shall be sent by overnight mail to the
following addresses:

                                             If to Mr. Kuykendall:

                                               Kevin Kuykendall
                                           14619 Riggs Meadow Drive
                                             Cooksville, MD 21723

Phone: 410-419-5533
Email: kevink@ctgsolutions.com

                                               If to the Company:

Mobilepro Corp.
Attn: CEO
6701 Democracy Blvd.
Suite 300

Rockville, Maryland 20817 Phone: 301.315.9040

                                                       -10-
(12) WAIVER OF BREACH

Any waiver of any breach of this Agreement shall not be construed to be a continuing waiver or consent to any
subsequent breach on the part of either Mr. Kuykendall or of the Company.

(13) NON-ASSIGNMENT / SUCCESSORS

Neither party hereto may assign his or its rights or delegate his or its duties under this Agreement without the prior
written consent of the other party; provided, however, that (i) this Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the Company upon any sale or all or substantially all of the
Company's assets, or upon any merger, consolidation or reorganization of the Company with or into any other
corporation, all as though such successors and assigns of the Company and their respective successors and
assigns were the Company; and (ii) this Agreement shall inure to the benefit of and be binding upon the heirs,
assigns or designees of Mr. Kuykendall to the extent of any payments due to them hereunder. As used in this
Agreement, the term "Company" shall be deemed to refer to any such successor or assign of the Company
referred to in the preceding sentence.

(14) SEVERABILITY

To the extent any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be
considered deleted there from and the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect.

(15) COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original
but all of which together will constitute one and the same instrument.

(16) ARBITRATION

Mr. Kuykendall and the Company shall submit to mandatory and exclusive binding arbitration, any controversy
or claim arising out of, or relating to, this Agreement or any breach hereof where the amount in dispute is greater
than or equal to $50,000, provided, however, that the parties retain their right to, and shall not be prohibited,
limited or in any other way restricted from, seeking or obtaining equitable relief from a court having jurisdiction
over the parties. In the event the amount of any controversy or claim arising out of, or relating to, this Agreement,
or any breach hereof, is less than $50,000, the parties hereby agree to submit such claim to mediation. Such
arbitration shall be governed by the Federal Arbitration Act and conducted through the

                                                        -11-
American Arbitration Association ("AAA") in the state of Maryland, before a single neutral arbitrator, in
accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration
Association in effect at that time. The parties may conduct only essential discovery prior to the hearing, as defined
by the AAA arbitrator. The arbitrator shall issue a written decision, which contains the essential findings and
conclusions on which the decision is based. Mediation shall be governed by, and conducted through, the AAA.
Judgment upon the determination or award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.

(17) ENTIRE AGREEMENT

This Agreement and all schedules and other attachments hereto constitute the entire agreement by the Company
and Mr. Kuykendall with respect to the subject matter hereof and, except as specifically provided herein,
supersedes any and all prior agreements or understandings between Mr. Kuykendall and the Company with
respect to the subject matter hereof, whether written or oral (including that certain consulting arrangement
between Mr. Kuykendall and the Company). This Agreement may be amended or modified only by a written
instrument executed by Mr. Kuykendall and the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of October 14, 2004.

                  KEVIN D. KUYKENDALL                            MOBILEPRO CORP.

                -------------------------                        By:
                                                                    -------------------------

                                                                 Its:
                                                                     -------------------------




                                                        -12-
  
                                                                                                     EXHIBIT 31.1
                                            Certification of Chief Executive Officer

I, Jay O. Wright, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Mobilepro Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
issuer and have:

         (a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

        (b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;

        (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and

        (d) Disclosed in this report any change in the small business issuer's internal control over financial
reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small
business issuer's board of directors (or persons performing the equivalent functions):

        (a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

         (b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the small business issuer's internal control over financial reporting.

November 15, 2004

/s/ Jay O. Wright                                   
Jay O. Wright
President and Chief Executive Officer


  
                                                                                                                       


  

                                                                                                     EXHIBIT 31.2

                                     Certification of Chief Financial Officer

I, Kurt Gordon, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of MobilePro Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
issuer and have:

         (a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

        (b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;

        (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and

        (d) Disclosed in this report any change in the small business issuer's internal control over financial
reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small
business issuer's board of directors (or persons performing the equivalent functions):

        (a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

        (b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the small business issuer's internal control over financial reporting.

November 15, 2004

/s/ Kurt Gordon
                                                                           
Kurt Gordon
Chief Financial Officer
  
  

  
                                                                                                                                         


  

                                                                                                                             EXHIBIT 32.1

                             Certification of Chief Executive Officer and Chief Financial Officer
                                       Pursuant to 18 U.S.C. Section 1350, as Adopted
                                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  
        I, Jay O. Wright, certify to the best of my knowledge based upon a review of the Quarterly Report on
Form 10-QSB of MobilePro Corp. for the quarter ended September 30, 2004 (the “Form 10-Q”), that the
Form 10-Q fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as
amended, and that information contained in the Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of Mobilepro Corp. for the periods covered by the Form 10-Q.
     
                                                                                   
                                                                                
                                                                                   
                                                                                   
Date: November 15, 2004                                                       By:  /s/ Jay O. Wright 
  
                                                                                    Jay O. Wright, Chief Executive Officer
  
              
  
        I, Kurt Gordon, certify to the best of my knowledge based upon a review of the Quarterly Report on
Form 10-QSB of MobilePro Corp. for the quarter ended September 30, 2004 (the “Form 10-Q”), that the
Form 10-Q fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as
amended, and that information contained in the Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of Mobilepro Corp. for the periods covered by the Form 10-Q.
  

                                                                                   
                                                                                
                                                                                   
                                                                                   
Date: November 15, 2004                                                       By: /s/ Kurt Gordon 
  
                                                                                    Kurt Gordon, Chief Financial Officer