Exhibit 10.4


                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement"), effective as of September
1, 2003, is made and entered by and between Arne Dunhem (the "Executive") and
MobilePro Corp., a Delaware corporation (the "Company").

                                    AGREEMENT

     WHEREAS, the Company desires to engage the Executive to provide services
pursuant to the terms of this Agreement; and

     WHEREAS, the Executive desires to provide such services to the Company
pursuant to the terms of this Agreement;

     NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:

     1. Term of Employment. The term of the Executive's employment under this
Agreement shall commence on September 1, 2003 and end on the second anniversary
of such date (the "Term of Employment"). If the Company or the Executive does
not deliver to the other party at least 60 days prior written notice that the
Term of Employment shall end on the second anniversary of the date hereof, the
Term of employment shall automatically continue for an additional one-year
period. At the end of such one year period, the Term of employment shall
automatically continue for successive one year terms unless either party
delivers at least 60 days prior written notice that the Term or employment shall
end at the end of such one-year renewal period.

     2. Duties.

        (a)   During the Term of Employment, the Executive shall serve as the
              Chief Executive Officer and Chairman of the Board of the Company
              with such authority and duties as are generally associated with
              such positions and as may be assigned to him from time to time by
              the Board of Directors of the Company that are consistent with
              such authority and duties. The Executive shall report only to the
              Board of Directors of the Company.

        (b)   During the Term of Employment and except as provided in Section
              2(d), the Executive shall devote his full business time and best
              efforts to the business and affairs of the Company. The Executive
              agrees to continue to serve during the Term as a Director and a
              member of any committee of the Boards of Directors of the Company,
              provided that the Executive is indemnified for serving in any and
              all such capacities on a basis no less favorable than is provided
              to any other Director of the Company. The Company agrees to use
              its best efforts to cause the Executive to be elected and
              continued in office throughout the Term of Employment as a member
              of the Board of Directors of the Company and as Chairman of the
              Board of Directors and shall include him in the management slate
              for election as a Director of the Company at every stockholders'
              meeting of the Company at which his term as a Director would
              otherwise expire.


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        (c)   The Company hereby acknowledges and agrees that the Executive need
              not maintain a permanent residence in the Commonwealth of Virginia
              in order to fulfill his duties hereunder. The Executive agrees to
              devote such time as he determines, in his sole discretion, is
              necessary at the headquarters of the Company in order to perform
              his duties hereunder.

        (d)   Anything herein to the contrary notwithstanding, nothing in this
              Agreement shall preclude the Executive from (i) serving on the
              boards of directors of a reasonable number of other corporations
              or the boards of a reasonable number of trade associations and/or
              charitable organizations, (ii) engaging in charitable activities
              and community affairs and (iii) managing his personal investments
              and affairs, provided that such activities do not materially
              interfere with the proper performance of his duties and
              responsibilities under this Agreement.

         3. Compensation and Related Matters.

         (a)  Salary. During the Term, the Executive shall receive a base salary
              (the "Base Salary") at the rate of $250,000 per annum. Such Base
              Salary shall be payable in accordance with the Company's policies
              in effect from time to time, but in any event no less frequently
              than monthly. The Executive will initially receive a reduced
              paid-out amount of the salary as mutually agreed with the Board of
              Directors with the balance unpaid salary to be deferred. The Board
              of Directors from time to time may increase, but not decrease, the
              Base Salary, unless mutually agreed with the Executive.

         (b)  Bonus. The Executive shall be eligible for an annual bonus in such
              amount as the Board of Directors may designate. Payment of any
              annual bonus shall be made at the same time that other
              senior-level executives receive their bonus but in no event later
              than 60 days following the year to which such bonus relates.

         (c)  Stock Options. To induce the Executive to enter into this
              Agreement, Executive will be granted an option (the "Stock
              Options") by the Company to purchase 4,000,000 shares of common
              stock of the Company (the "Common Stock") and be granted an
              additional 6,000,000 shares of common stock in the form of a
              warrant (the "Stock Warrant"). The Stock Options and Stock Warrant
              shall be memorialized in separate agreements, dated this same
              date, between the Company and the Executive. The exercise price of
              the Stock Options and Stock Warrant will be the fair market value
              per share of Common Stock as of the close of business on September
              2, 2003 and the Stock Options and Stock Warrants will expire on
              the fifth anniversary of this Agreement. 2,000,000 of the Stock
              Options shall vest September 2, 2003, 1,000,000 shall vest
              December 1, 2003, and 1,000,000 shall vest March 1, 2004. All
              outstanding options will vest immediately upon a "Change of
              Control" which shall mean (a) the sale of all or substantially all
              of the assets of the Company, (b) the dissolution or liquidation
              of the Company, or (c) any merger, share exchange, consolidation
              or other reorganization or business combination of the Company if
              immediately after such transaction either (A) persons who were
              directors of the Company immediately prior to such transaction do
              not constitute at least a majority of the directors of the
              surviving entity, or (B) persons who hold over 50% of the voting



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              capital stock of the surviving entity are not persons who held
              voting capital stock of the Company immediately prior to such
              transaction. The Company shall use its best efforts to register
              the shares underlying the Stock Options and Stock Warrant on
              Securities and Exchange Commission Form S-8, including the
              registration of any shares underlying Stock Options vested prior
              to the date of filing such Form S-8, or other registration to be
              filed as soon as practicable. The Stock Options will be granted
              under the Company's stock option plan, which will be subject to
              shareholder approval. The Company shall use its best efforts to
              cause such new stock option plan to be approved by the
              stockholders at the next stockholders' meeting. Failure to obtain
              such approval will constitute a breach of this Agreement by the
              Company.

          (d) Expenses. The Executive is authorized to incur reasonable expenses
              in carrying out his duties and responsibilities under this
              Agreement and the Company shall promptly reimburse him for all
              business expenses incurred in connection therewith, including the
              use of a cell phone, subject to documentation in accordance with
              the Company's policy. Without limiting the generality of the
              foregoing, the Company shall promptly reimburse the Executive for
              the expenses incurred by the Executive in connection with any and
              all travel between the Company's headquarters and the Executive's
              permanent residence.

          (e) Employee Benefits. During the Term of Employment, the Executive
              shall be entitled to participate in or receive benefits under any
              and all employee benefit plans, programs and arrangements on terms
              no less favorable than those generally applicable to senior
              executives of the Company, subject to and on a basis consistent
              with the terms, conditions and overall administration of such
              employee benefit plans, programs and arrangements. The Executive
              shall also be eligible to participate in the Company's executive
              perquisites in accordance with the terms and provisions of the
              arrangements as in effect from time to time for the Company's
              senior executives.

          (f) Car Allowance. The Company shall reimburse the Executive for car
              expenses at the same level afforded other senior executives.

          (g) Vacation. The Executive shall be entitled to four weeks of paid
              vacation for each 12-month period during the Term of Employment,
              which shall be taken at such times and intervals as shall be
              determined by the Executive, subject to the reasonable business
              needs of the Company. The Executive shall also be entitled to the
              paid holidays and other paid leave set forth in the Company's
              policies, a copy of which has been provided to the Executive.
              Vacation days and holidays during any year that are not used by
              the Executive during such year may be used in any subsequent year.

          (h) Payment upon Change of Control. In the event of a Change of
              Control of the Company, the Company shall issue to the Executive
              2,000,000 shares of Common Stock (or, if the Common Stock was
              modified, exchanged or converted in connection with such Change of
              Control, the cash, securities or other property that such
              2,000,000 shares would represent at the time of termination if
              they had been modified, exchanged or converted in connection with
              such Change of Control). Such Common Stock will be registered by
              the Company at the time of, or as soon as


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              possible after, such issuance. For purposes of this Section 3(g),
              a Change of Control will be deemed to occur if:

              (i)   Any person, other than the Company or an employee benefit
                    plan of the Company, acquires directly or indirectly the
                    Beneficial Ownership (as defined in Section 13(d) of the
                    Securities Exchange Act of 1934 as in effect on the date of
                    this Agreement) of any voting security of the Company and
                    immediately after such acquisition such person is, directly
                    or indirectly, the Beneficial Owner of voting securities
                    representing 50% or more of the total voting power of all
                    then outstanding voting securities of the Company;

              (ii)  The stockholders of the Company approve a merger,
                    consolidation, recapitalization or reorganization of the
                    Company, a reverse stock-split of outstanding voting
                    securities, or consummation of any such transaction, other
                    than any such transaction which would result in at least 75%
                    of the total voting power represented by the voting
                    securities of the surviving entity outstanding immediately
                    after such transaction being Beneficially Owned by at least
                    75% of the holder of outstanding, voting securities of the
                    Company immediately prior to such transaction, with the
                    voting power of each such continuing holder relative to
                    other such continuing holders not substantially altered in
                    the transaction;

              (iii) The stockholders of the Company approve a plan of complete
                    liquidation of the Company or an agreement for the sale or
                    disposition by the Company of all or a substantial portion
                    of the Company's assets (i.e., 50% or more of the total
                    assets of the Company); or

              (iv)  Continuing Directors cease for any reason to constitute a
                    majority of the Board of Directors of the Company. For this
                    purpose, "Continuing Directors" means any member of the
                    Board of Directors of the Company who is (I) a member of the
                    Board of Directors on the date that the Board of Directors
                    is increased from two to five or more members and at least
                    three new members of the Board of Directors are elected to
                    fill three new Board of Directors seats or (II) is nominated
                    for election or elected to the Board of Directors of the
                    Company with the affirmative vote of a majority of the
                    Continuing Directors who were members of the Board of
                    Directors of the Company at the time of such nomination or
                    election.

          (i)   Deductions and Withholdings; Tax Gross-up in Certain
                Circumstances. All amounts payable or which become payable
                hereunder shall be subject to all deductions and withholding
                required by law. Notwithstanding the foregoing, if as a result
                of the termination of the Executive's employment under this
                Agreement or a Change of Control the Executive becomes subject
                to Section 280G of the Internal Revenue Code (or any successor
                provision) which imposes an excise tax in respect of the
                issuance of any payment to the Executive under this Agreement,
                then the Company shall pay to the Executive, in cash at the time
                of such termination or Change of Control, a "tax gross-up" equal
                to the amount of the Executive's tax liability resulting from
                such


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                excise tax (including any tax on the amount so paid to cover
                this obligation calculated at the highest marginal federal
                and state income tax rates).

          4.    Termination of Employment.

          (a)   Termination Due to Death. In the event the Executive's
                employment is terminated due to his death, his estate or
                his beneficiaries, as the case may be, shall be entitled
                to and their sole remedies under this Agreement shall be:

               (i)  Base Salary through the date of death which shall be paid in
                    a single lump sum not later than 45 days following the
                    Executive's death;

               (ii) the balance of any bonus awarded and earned but not paid at
                    the time of termination, which shall be paid in a single
                    lump sum not later than 45 days following the Executive's
                    death; and

              (iii) other or additional benefits then due or earned in
                    accordance with applicable plans and programs of the
                    Company.

          (b)   Termination Due to Disability. In the event the Executive
                becomes Disabled (as defined below), the Company may terminate
                his employment upon notice to that effect. Upon such a
                termination, the Executive or his representative, as the case
                may be, shall be entitled to, and their sole remedies under
                this Agreement shall be:

               (i)  Base Salary through the date of termination, which shall be
                    paid in a single lump sum not later than 45 days following
                    such termination;

               (ii) the balance of any bonus awarded and earned but not paid at
                    the time of termination, which shall be paid in a single
                    lump sum not later than 45 days following the date of
                    termination; and

              (iii) other or additional benefits then due or earned in
                    accordance with applicable plans and programs of the
                    Company.

For the purpose of this subsection, the Executive shall have a "Disability" at
such time as he becomes entitled to benefits under the Company's long-term
disability insurance plan as in effect from time to time.

          (c)   Termination by the Company for Cause.

               (i)  "Cause shall mean:

                      (A)   willful and material breach by Executive of Section
                            5 or 6 of this Agreement;

                      (B)   conviction of the Executive for a felony or
                            misdemeanor involving moral turpitude;


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                      (C)   breach by the Executive of any alcohol, drug, sexual
                            harassment or other policy of the Company which
                            provides for termination of employment for
                            violation; or

                      (D)   engagement by the Executive in conduct that
                            constitutes gross neglect or willful gross
                            misconduct in carrying out his duties under this
                            Agreement

For purposes of this Agreement, an act or failure to act on Executive's part
shall be considered "willful" if it was done or omitted to be done by him not in
good faith, and shall not include any act or failure to act resulting from any
incapacity of Executive.

               (ii) In the event the Company terminates the Executive's
                    employment for Cause, he shall be entitled to and his sole
                    remedies under this Agreement shall be:

                     (A)  Base Salary through the date of the termination of his
                          employment for Cause, which shall be paid in a single
                          lump sum not later than 45 days following the
                          Executive's termination of employment;

                     (B)  the balance of any bonus awarded and earned but not
                          paid at the time of termination, which shall be paid
                          in a single lump sum not later than 45 days following
                          the date of termination; and

                     (C)  other or additional benefits then due or earned in
                          accordance with applicable plans or programs of the
                          Company.

          (d)  Termination Without Cause or Constructive Termination Without
               Cause. In the event the Executive's employment with the Company
               is terminated without Cause (which termination shall be effective
               as of the date specified by the Company in a written notice to
               the Executive), other than due to death or Disability, or in the
               event there is a Constructive Termination Without Cause (as
               defined below), the Executive shall be entitled to and his sole
               remedies under this Agreement shall be:

               (i)  Base Salary through the date of termination of the
                    Executive's employment, which shall be paid in a single lump
                    sum not later than 15 days following the Executive's
                    termination of employment;

               (ii) Base Salary, at the annualized rate in effect on the date of
                    termination of the Executive's employment for a period of
                    two years after the termination of employment (the
                    "Severance Period") payable in accordance with the Company's
                    standard payroll practices;

               (iii) the balance of any bonus awarded and earned but not paid at
                    the time of termination, which shall be paid in a single
                    lump sum not later than 45 days following the date of
                    termination;


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               (iv) immediate vesting of all stock options which are unvested
                    but scheduled to vest during the Severance Period, all of
                    which will be exercisable during the Severance Period or for
                    the remainder of the exercise period, if less;

               (v)  continued participation in all medical, health and life
                    insurance plans at the same benefit level at which he was
                    participating on the date of the termination of his
                    employment until the earlier of:

                      (A)  the end of the Severance Period; or

                      (B)  the date, or dates, he receives equivalent coverage
                           and benefits under the plans and programs of a
                           subsequent employer (such coverage and benefits to be
                           determined on a coverage-by-coverage, or
                           benefit-by-benefit, basis); provided that (1) if the
                           Executive is precluded from continuing his
                           participation in any employee benefit plan or program
                           as provided in this clause (vi), he shall receive
                           cash payments equal on an after-tax basis to the cost
                           to him of obtaining the benefits provided under the
                           plan or program in which he is unable to participate
                           for the period specified in this clause (vi), (2)
                           such cost shall be deemed to be the lowest reasonable
                           cost that would be incurred by the Executive in
                           obtaining such benefit himself on an individual
                           basis, and (3) payment of such amounts shall be made
                           quarterly in advance; and

               (vi) other or additional benefits then due or earned in
                    accordance with applicable plans and programs of the
                    Company.

               "Termination Without Cause" shall mean the Executive's employment
is terminated by the Company for any reason other than Cause (as defined in
Section 4(c)) or due to death.

               "Constructive Termination Without Cause" shall mean a termination
of the Executive's employment at his initiative as provided in this Section 4(d)
following the occurrence, without the Executive's written consent, of one or
more of the following events (except as a result of a prior termination):

                      (A)  a material diminution or change, adverse to
                           Executive, in Executive's positions, titles, or
                           offices as set forth in Section 2;

                      (B)  an assignment of any duties to Executive which are
                           inconsistent with his status as Chief Executive
                           Officer and Chairman of the Board of the Company;

                      (C)  any other failure by the Company to perform any
                           material obligation under, or breach by the Company
                           of any material provision of, this Agreement that is
                           not cured within 30 days; or

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                      (D)  any failure to secure the agreement of any successor
                           corporation or other entity to the Company to fully
                           assume the Company's obligations under this
                           Agreement.

     (e)  Termination following Non-renewal. In the event that the Company
          notifies the Executive in writing at least 60 days prior to the
          expiration of the then current Term of Employment that it is electing
          to terminate this Agreement at the expiration of the then current Term
          of Employment and the Executive's employment terminates upon such
          expiration, whether at the Company's initiative or the Executive's
          initiative, the Executive shall be entitled to:

               (i)  Base Salary through the date of termination of the
                    Executive's employment, which shall be paid in a single lump
                    sum not later than 45 days following such termination;

               (ii) the balance of any bonus awarded and earned but not paid at
                    the time of termination, which shall be paid in a single
                    lump sum not later than 45 days following the date of
                    termination;

              (iii) continued participation in all medical and dental plans at
                    the same benefit level at which he was participating on the
                    date of the termination of his employment until the earlier
                    of:

                      (A)  the end of the Non-renewal Severance Period; or

                      (B)  the date, or dates, he received equivalent coverage
                           and benefits under the plans and programs of a
                           subsequent employer (such coverage and benefits to be
                           determined on a coverage-by-coverage, or
                           benefit-by-benefit, basis);

              provided that (x) if the Executive is precluded from continuing
              his participation in any employee benefit plan or program as
              provided in this clause (iii) of this Section 4(e), he shall
              receive cash payments equal on an after-tax basis to the cost to
              him of obtaining the benefits provided under the plan or program
              in which he is unable to participate for the period specified in
              this clause (iii) of this Section 4(e), (y) such cost shall be
              deemed to be the lowest cost that would be incurred by the
              Executive in obtaining such benefit himself on an individual
              basis, and (z) payment of such amounts shall be made quarterly in
              advance; and

               (iv) other or additional benefits then due or earned in
                    accordance with applicable plans and programs of the
                    Company.

          (f)  Voluntary Termination. In the event of a termination of
               employment by the Executive on his own initiative, other than a
               termination due to death, Disability or a Constructive
               Termination Without Cause, the Executive shall have the same
               entitlements as provided in Section 4(c)(ii) above for a
               Termination for Cause. A voluntary termination under this Section
               4(f) shall be effective upon 30 days prior written notice to the
               Company or such shorter period as may be determined by the
               Company and shall not be deemed a breach of this Agreement.

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          (g)  No Mitigation, No Offset. In the event of any termination of
               employment under this Section 4, the Executive shall be under no
               obligation to seek other employment; amounts due the Executive
               under this Agreement shall not be offset by any remuneration
               attributable to any subsequent employment that he may obtain.

          (h)  Nature of Payments. Any amounts due under this Section 4 are in
               the nature of severance payments considered to be reasonable by
               the Company and are not in the nature of a penalty.

          5.   Confidentiality.

          (a)  During the Term of Employment and thereafter, the Executive shall
               not, without the prior written consent of the Company, disclose
               to anyone (except in good faith in the ordinary course of
               business to a person who will be advised by the Executive to keep
               such information confidential) or make use of any Confidential
               Information (as defined below) except in the performance of his
               duties hereunder or when required to do so by legal process, by
               any governmental agency having supervisory authority over the
               business of the Company or by any administrative or legislative
               body (including a committee thereof) that requires him to
               divulge, disclose or make accessible such information. In the
               event that the Executive is so ordered, he shall give prompt
               written notice to the Company in order to allow the Company the
               opportunity to object to or otherwise resist such order.

          (b)  "Confidential Information" shall mean all information concerning
               the business of the Company or any subsidiary relating to any of
               their products, product development, trade secrets, customers,
               suppliers, finances, and business plans and strategies. Excluded
               from the definition of Confidential Information is information
               (i) that is or becomes part of the public domain, other than
               through the breach of this Agreement by the Executive, (ii)
               regarding the Company's business or industry properly acquired by
               the Executive in the course of his career as an executive in the
               Company's industry and independent of the Executive's employment
               by the Company, (iii) that becomes available to the Executive on
               a non-confidential basis from a source other than the Company,
               provided that such source is not known by the Executive to be
               subject to a confidentiality agreement or other obligation of
               secrecy or confidentiality (whether pursuant to a contract, legal
               or fiduciary obligation or duty or otherwise) to the Company or
               any other person or entity or (iv) approved for release by the
               Company or which the Company makes generally available to third
               parties without an obligation of confidentiality. For this
               purpose, information known or available generally within the
               trade or industry of the Company or any subsidiary shall be
               deemed to be known or available to the public.

          6. Non-Competition; Non-Solicitation. The Executive acknowledges that
his employment with the Company will, of necessity, provide him with
specialized, unique knowledge and confidential information and that, in light of
the competitive nature of the Company's business, the Company could be harmed if
such knowledge and information were used in competition with the Company. The

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Executive further acknowledges that the Company would not enter into this
Agreement and undertake the substantial obligations under this Agreement without
the Executive's agreement to the following provisions of this Section 6:

          (a)  During the Restricted Period (as defined below) he will not,
               directly or indirectly, as an officer, director, stockholder,
               partner, associate, employee, consultant, owner, agent,
               co-venturer or otherwise, become or be interested in or be
               associated with any other corporation, firm or business engaged
               in the manufacture, marketing or sale of products which compete
               with products of the Company. The Executive's ownership, directly
               or indirectly, of not more than three percent (3%) of the issued
               and outstanding stock of any corporation or other entity, the
               shares of which are traded on a national securities exchange or
               the Nasdaq Stock Market, shall not in any event be deemed to be a
               violation of the provisions of this Section 6(a).

          (b)  During the Restricted Period, the Executive shall not call upon,
               solicit, divert or take away, or attempt to call upon, solicit,
               divert or take away, business of a type the same or similar to
               the business as conducted by the Company prior to the date of
               termination of the Executive's employment with the Company from
               any of the Customers of the Company upon whom he called or whom
               he solicited or to whom he catered or with whom he became
               acquainted after entering the employ of the Company.

          (c)  The Executive acknowledges and agrees that during the time of his
               employment with the Company, he will gain valuable information
               about the identity, qualifications and on-going performance of
               the employees of the Company. During the Restricted Period, the
               Executive shall not (i) hire, employ, offer employment to, or
               seek to hire, employ or offer employment to, any of the Company's
               senior level employees with whom he had contact prior to such
               termination of employment or (ii) solicit or encourage any such
               senior level employee to seek or accept employment with any other
               person or entity.

          (d)  The Executive represents and warrants that the knowledge, skills
               and abilities he currently possesses are sufficient to permit
               him, in the event of his termination of employment hereunder for
               any reason, to earn a livelihood satisfactory to himself without
               violating any provision of this Agreement.

          (e)  For the purposes of this Section 6, "Restriction Period" shall
               mean the period beginning on the date hereof and ending with:

               (i)  in the case of a termination of the Executive's employment
                    without Cause or a Constructive Termination Without Cause,
                    the end of the Severance Period;

               (ii) in the case of a termination of the Executive's employment
                    for Cause, the first anniversary of such termination;

              (iii) in the case of a termination of the Executive's employment
                    upon the expiration of the Term of Employment that results
                    in the commencement of the Non-renewal Severance Period
                    pursuant to Section 4(e) above, the end of the Non-renewal
                    Severance Period; or

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               (iv) in the case of a voluntary termination of the Executive's
                    employment pursuant to Section 4(f) above, the date of such
                    termination; provided, however, that within 10 days after
                    the Executive announces his resignation from the Company the
                    Company may notify the Executive that it will cause the
                    Restriction Period to be 12 months and, in consideration for
                    such period, the Company will pay to the Executive, within
                    30 days after his employment terminates, an amount in cash
                    equal to the annual Base Salary in effect at the time the
                    Executive gives his notice of termination. Failure by the
                    Company to timely make such payment will release the
                    Executive from this obligation.

          7. Remedies. In addition to whatever other rights and remedies the
Company may have at equity or in law, if the Executive breaches any of the
provisions contain in Sections 5 or 6 above, the Company (a) shall have the
right to immediately terminate all payments and benefits due under this
Agreement and (b) shall have the right to seek injunctive relief. The Executive
acknowledges that such a breach would cause irreparable injury and that money
damages would not provide an adequate remedy for the Company.

          8. Resolution of Disputes. Any disputes arising under or in connection
with this Agreement shall be resolved by binding arbitration, to be held in
Washington, D.C. in accordance with the rules and procedures of the American
Arbitration Association, except that disputes arising under or in connection
with Sections 5 and 6 above shall be submitted to a court of appropriate
jurisdiction. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Each party shall bear his or
its own costs of the arbitration or litigation, including, without limitation,
attorneys' fees. Pending the resolution of any arbitration or court proceeding,
the Company shall continue payment of all amounts and benefits due the Executive
under this Agreement.

          9. Indemnification.

          (a)  The Company agrees that if the Executive is made a party, or is
               threatened to be made a party, to any action, suit or proceeding,
               whether civil, criminal, administrative or investigative (a
               "Proceeding"), by reason of the fact that he is or was a
               director, officer or employee of the Company or any subsidiary or
               is or was serving at the request of the Company or any subsidiary
               as a director, officer, member, employee or agent of another
               corporation, partnership, joint venture, trust or other
               enterprise, including service with respect to employee benefit
               plans, whether or not the basis of such Proceeding is the
               Executive's alleged action in an official capacity while serving
               as a director, officer, member, employee or agent, the Executive
               shall be indemnified and held harmless by the Company to the
               fullest extent legally permitted or authorized by the Company's
               certificate of incorporation or bylaws or resolutions of the
               Company's certificate of incorporation or by laws or resolutions
               of the Company's Board of Directors or, if greater, by the laws
               of the State of Delaware, against all cost, expense, liability
               and loss (including, without limitation, attorney's fees,
               judgments, fines, ERISA excise taxes or penalties and amounts
               paid or to be paid in settlement) reasonably incurred or suffered
               by the Executive in connection therewith, and such
               indemnification shall continue as to the Executive even if he has
               ceased to be a director, member, officer, employee or agent of
               the Company or other entity and shall inure to the benefit of the

<PAGE>

               Executive's heirs, executors and administrators. The Company
               shall advance to the Executive all reasonable costs and expenses
               incurred by him in connection with a Proceeding within 20 days
               after receipt by the Company of a written request for such
               advance. Such request shall include an undertaking by the
               Executive to repay the amount of such advance if it shall
               ultimately be determined that he is not entitled to be
               indemnified against such costs and expenses.

          (b)  Neither the failure of the Company (including its board of
               directors, independent legal counsel or stockholders) to have
               made a determination prior to the commencement of any proceeding
               concerning payment of amounts claimed by the Executive under
               Section 9(a) above that indemnification of the Executive is
               proper because he has met the applicable standard of conduct, nor
               a determination by the Company (including its board of directors,
               independent legal counsel or stockholders) that the Executive has
               not met such applicable standard of conduct, shall create a
               presumption that the Executive has not met the applicable
               standard of conduct.

          (c)  The Company agrees to continue and maintain a directors and
               officers' liability insurance policy covering the Executive to
               the extent the Company provides such coverage for its other
               executive officers.

          10. Effect of Agreement on Other Benefits. Except as specifically
provided in this Agreement, the existence of this Agreement shall not be
interpreted to preclude, prohibit or restrict the Executive's participation in
any other employee benefit or other plans or programs in which he currently
participates.

          11. Assignability; Binding Nature. This Agreement shall be binding
upon and inure to the benefit of the Parties and their respective successors,
heirs (in the case of the Executive) and permitted assigns. No rights or
obligations of the Company under this Agreement may be assigned or transferred
by the Company except that such rights or obligations may be assigned or
transferred in connection with the sale or transfer of all or substantially all
of the assets of the Company, provided that the assignee or transferee is the
successor to all or substantially all of the assets of the Company and such
assignee or transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law. The Company further agrees that, in the event of a sale or transfer of
assets as described in the preceding sentence, it shall take whatever action it
legally can in order to cause such assignee or transferee to expressly assume
the liabilities, obligations and duties of the Company hereunder. No rights or
obligations of the Executive under this Agreement may be assigned or transferred
by the Executive other than his rights to compensation and benefits, which may
be transferred only by will or operation of law, except as provided in Section
17 below.

          12. Warranty of Executive. As an inducement to the Company to enter
into this Agreement, the Executive represents and warrants that he is not a
party to any other agreement or obligation for personal services, and that there
exists no impediment or restraint, contractual or otherwise, on his power, right
or ability to enter into this Agreement and to perform his duties and
obligations hereunder.

<PAGE>

          13. Company Representations. The Company represents to the Executive
that this Agreement has been duly authorized, executed and delivered by the
Company and is a legal, valid and binding obligation of the Company and that the
execution, delivery and performance of this Agreement by the Company will not
breach or be in conflict with any agreements to which the Company is a party or
by which it is bound.

          14. Entire Agreement. This Agreement contains the entire understanding
and agreement between the parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the parties with respect thereto.

          15. Amendments; Waivers. No provision in this Agreement may be amended
unless such amendment is agreed to in writing and signed by the Executive and an
authorized officer of the Company. No waiver by either Party of any breach by
the other Party of any condition or provision contained in this Agreement to be
performed by such other Party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.
Any waiver must be in writing and signed by the Executive or an authorized
officer of the Company, as the case may be. No failure to exercise and no delay
in exercising any right, remedy or power hereunder shall preclude any other or
further exercise of any other right, remedy or power provided herein or by law
or in equity.

          16. Severability of Provisions. In the event that any provision or any
portion thereof should ever be adjudicated by a court of competent jurisdiction
to exceed the time or other limitations permitted by applicable law, as
determined by such court in such action, then such provisions shall be deemed
reformed to the maximum time or other limitations permitted by applicable law,
the parties hereby acknowledging their desire that in such event such action be
taken. In addition to the above, the provisions of this Agreement are severable,
and the invalidity or unenforceability of any provision or provisions of this
Agreement or portions thereof shall not affect the validity or enforceability of
any other provision, or portion of this Agreement, which shall remain in full
force and effect as if executed with the unenforceable or invalid provision or
portion thereof eliminated. Notwithstanding the foregoing, the parties hereto
affirmatively represent, acknowledge and agree that it is their intention that
this Agreement and each of its provisions are enforceable in accordance with
their terms and expressly agree not to challenge the validity or enforceability
of this Agreement or any of its provisions, or portions or aspects thereof, in
the future. The parties hereto are expressly relying upon this representation,
acknowledgment and agreement in determining to enter into this Agreement.

          17. Beneficiaries/References. The Executive shall be entitled, to the
extent permitted under any applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
the Executive's death by giving the Company written notice thereof. In the event
of the Executive's death or a judicial determination of his incompetence,
reference in this Agreement to the Executive shall be deemed, where appropriate,
to refer to his beneficiary, estate or other legal representative.

          18. Governing Law. This Agreement shall be governed by and construed
and interpreted in accordance with the laws of the Commonwealth of Virginia
without reference to principles of conflict of laws. The parties hereby

<PAGE>

irrevocably consent to the service of any and all process in any action or
proceeding arising out of or relating to this Agreement by the mailing of copies
of such process to the parties at the address specified in Section 19 hereof.

          19. Notices. All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when received if personally delivered;
when transmitted if transmitted by telecopy, electronic or digital transmission
method upon receipt of telephonic or electronic confirmation; the day after it
is sent, if sent for next day delivery to a domestic address by a recognized
overnight delivery service (e.g., Federal Express); and upon receipt, if sent by
certified or registered mail, return receipt requested. In each case notice
shall be sent to the Company c/o the Board of Directors at the Company's
principal executive offices and to the Executive at his last known permanent
address, or to such other place as either party may designate as to itself or
himself by written notice to the other.

          20. Headings. The headings of the sections contained in this Agreement
are for convenience only and shall not be deemed to control or affect the
meaning or construction of any provision of this Agreement.

          21. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.


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

                                 MOBILEPRO CORP.



                                 By:__/Daniel Lozinsky/_____________________

                                 Title:_Director____________________________




                                 /Arne Dunhem/______________________________
                                  Arne Dunhem



DC\ 7001657.3