Exhibit
      10.51


    SECOND
      AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

    


    This
      Third Amended and Restated Executive Employment Agreement (this “Agreement”) is
      made as of the 25th
      day of
      June, 2008 by and between Mobilepro Corp., a Delaware corporation (the
“Company”), and Jay O. Wright (“Executive”).

    


    WHEREAS,
      the Company and the Executive are parties to that certain Executive Employment
      Agreement dated as of June 9, 2004 (“Original Agreement”) which made minor
      modifications to that Executive Employment Agreement dated as of April 15,
      2004
      and which states the terms and conditions of the Executive’s employment as
      President and Chief Executive Officer of the Company, which agreement was
      amended and restated by that certain Second Amended and Restated Executive
      Employment Agreement dated as of June 6, 2005 and further extended by that
      certain Addendum to Second Amended and Restated Executive Employment Agreement
      dated as of August 27, 2007 through June 30, 2008; and

    


    WHEREAS,
      the Company and Executive wish to amend the Original Agreement and subsequent
      agreements primarily to amend various compensation provisions in light of the
      Company’s achievement of certain milestones and to extend the tenure of
      Executive.

    


    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 Executive, and Executive will serve the Company, under
      the
      terms of this Agreement commencing July 1, 2008 (the “Commencement Date”)
      through June 30, 2009 unless earlier terminated under Section 4 hereof. On
      June
      30, 2009, the term of this Agreement shall automatically be extended for an
      additional period of twelve (12) months; provided, however, that either party
      hereto may elect not to so extend this Agreement by giving written notice to
      the
      other party at least ninety (90) days prior to such anniversary date. The period
      of time between the commencement and the termination of Executive’s employment
      hereunder shall be referred to herein as the “Employment Period.” It is
      understood that Executive shall continue to serve under his existing contract
      through June 30, 2008.

    


    
      	 	
              2.

            	
              Duties
                and Status

            


    

    


    The
      Company hereby engages Executive as its President and Chief Executive Officer
      on
      the terms and conditions set forth in this Agreement. During the Employment
      Period, Executive shall report directly to the Board of Directors of the Company
      (the “Board”) and shall exercise such authority, perform such executive
      functions and discharge such responsibilities as are reasonably associated
      with
      Executive’s position, commensurate with the authority vested in Executive
      pursuant to this Agreement and consistent with the governing documents of the
      Company. These duties include, but are not limited to: (i) increasing the
      revenue, earnings and financial strength of the Company; (ii) building the
      Company’s presence on “Wall Street” and serving as the Company’s “face” to the
      capital markets; (iii) identifying and recruiting additional personnel to build
      the Company; (iv) seeking and closing acquisitions for the Company to increase
      the Company’s revenue and earnings per share; (v) working to shape and determine
      the strategic direction of the Company; and (v) handling such other leadership,
      administrative and managerial roles as is customary and appropriate for a
      company’s President and Chief Executive Officer.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              3.

            	
              Compensation
                and Benefits

            


    

    


    
      	 	
              (a)

            	
              Salary.
                During the Employment Period, the Company shall pay to Executive,
                as
                compensation for the performance of his duties and obligations under
                this
                Agreement, an annualized base salary during the remainder of 2008
                of Two
                Hundred Fifty-Two Thousand Dollars ($252,000), during 2009 Two Hundred
                Sixty Thousand Dollars ($260,000) and, if applicable, during 2010
                Two
                Hundred Seventy Thousand Dollars ($270,000). The base salary may
                be
                increased at the discretion of the
                Board.

            


    

     

    
      	 	
              (b)

            	
              Bonus.
                During the Employment Period, Executive shall be entitled to a bonus
                payable on or before August 1, 2008 of $25,000 provided the Company’s
                fiscal 2008 10-K is filed in a timely manner and for any or all of
                the
                following incentive bonuses: (i) if the Company improves its debt
                to book
                equity ratio to less than .5 for at least two successive quarters,
                a bonus
                of $25,000; (ii) if the Company achieves quarterly revenue in excess
                of
                $12 million in any fiscal quarter after March 31, 2008, a bonus of
                $25,000; (iii) if the Company achieves a positive net income (prior
                to the
                calculation of this bonus) in any fiscal quarter after March 31,
                2008, a
                bonus of $25,000; (iv) if the Company’s common stock closes above $.015
                per share for five consecutive trading days, a bonus of $25,000;
                (v) for
                the completion of an accretive (on a per share basis) acquisition
                which
                adds at least $4 million in annualized revenue to the Company, a
                bonus of
                $15,000; (vi) if the Company improves its debt to book equity ratio
                to
                less than .2 for at least one fiscal quarter, a bonus of $100,000
                provided
                that the Company’s net indebtedness is no more than $5 million during such
                quarter and (vi) if the Company’s common stock closes above $.03 per share
                for five consecutive trading days, a bonus of $100,000. All bonuses
                shall
                be paid via regular payroll on the payroll succeeding the completion
                of
                the event which triggers the bonus (or in the case of quarterly financial
                results, the payroll following the filing of the applicable quarterly
                filing with the SEC). The Executive may also receive such other bonuses
                as
                otherwise mutually agreed between the Board and
                Executive.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Equity.
                As partial consideration for entering into this Agreement, the Company
                hereby grants Executive a warrant in the form attached hereto as
                Exhibit
                1
                to
                acquire twenty million (20,000,000) shares of the Company’s common stock,
                par value $.001 per share at an exercise price of $0.002 per share
                (the
                “Warrant Shares”) to vest in two tranches - half on June 30, 2009 and the
                other half on June 30, 2010 or immediately if Executive’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, provided, however,
                that
                if the Company’s stock price is less than $.01 per share and Executive’s
                contract is not renewed for the period July 1, 2009 - June 30, 2010,
                then
                the 10 million warrants which would otherwise have vested on June
                30, 2010
                shall not vest and immediately terminate. This warrant is in addition
                to
                all existing warrants and shares that the Executive currently owns,
                a list
                of which is set forth on Exhibit A hereto. The Warrant Shares granted
                hereunder must be exercised by the tenth anniversary of the date
                of
                vesting or shall be forfeited by Executive. All Warrant Shares granted
                hereunder shall have a “cashless” exercise provision which enables
                Executive to give up a portion of his Warrant Shares in order to
                exercise
                others without paying cash for them. Further, the number, kind and
                strike
                price of the stock Warrant Shares granted hereunder shall be appropriately
                and equitably adjusted to reflect any stock dividend, stock split,
                spin-off, split-off, extraordinary cash dividend, recapitalization,
                reclassification or other major corporate action affecting the stock
                of
                the Company to the end that after such event Executive’s proportionate
                interest in the Company shall be maintained as before the occurrence
                of
                such event. Executive shall also receive payment of any cash dividend
                or
                stock dividend declared and paid by the Company as if Executive had
                already exercised all of his Warrant Shares, including unvested Warrant
                Shares. It is further agreed that the five million (5,000,000) vested
                warrants that Executive owns which have a $.22 per share strike price
                are
                hereby terminated. 

            


    

     

    
      	 	
              (d)

            	
              Appointment
                to the Board.
                The Company shall nominate Executive to be a member of the Board
                during
                the Employment Period.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              Other
                Benefits.
                During the Employment Period, Executive shall be entitled to participate
                in all of the employee benefit plans, programs and arrangements of
                the
                Company in effect during the Employment Period which are generally
                available to senior executives of the Company, subject to and on
                a basis
                consistent with the terms, conditions and overall administration
                of such
                plans, programs and arrangements. In addition, during the Employment
                Period, Executive shall be entitled to fringe benefits and perquisites
                comparable to those of other senior executives of the Company including,
                but not limited to, twenty (20) days of vacation pay plus five (5)
                sick/personal days, to be used in accordance with the Company’s vacation
                pay policy for senior executives.

            


    

     

    
      	 	
              (f)

            	
              Business
                Expenses.
                During the Employment Period, the Company shall promptly reimburse
                Executive for all appropriately documented, reasonable business expenses
                incurred by Executive in the performance of his duties under this
                Agreement, including, but not limited to, telecommunications expenses
                and
                travel expenses.

            


    

     

    
      	 	
              (g)

            	
              Office.
                During the Employment Period, the Company shall provide an office
                at a
                place mutually agreeable to Executive and the Company and, to the
                extent
                that the Company’s budget allows, secretarial assistance to Executive
                suitable to Executive’s position as the Company’s Chief Executive Officer.
                Executive agrees that the Company’s existing offices at 6701 Democracy
                Boulevard, Bethesda, Maryland 20817 are sufficient to satisfy this
                covenant. 

            


    

    


    
      	 	
              4.

            	
              Termination
                of Employment

            


    

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (i)
                

            	
              a
                willful or grossly negligent material breach
                of fiduciary duty or material breach
                of the terms of this Agreement or any other agreement between Executive
                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;

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)
                

            	
              the
                commission by Executive of any act of embezzlement, fraud, larceny
                or
                theft on or from the Company;

            


    

     

    
      	 	
              (iii)
                

            	
              substantial
                and continuing gross neglect or inattention by Executive of the duties
                of
                his employment or the willful misconduct or gross negligence of Executive
                in connection 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;
                and

            


    

     

    
      	 	
              (iv)
                

            	
              the
                commission by and indictment of Executive of any crime involving
                moral
                turpitude or a felony.

            


    

     

    
      	 	
              (b)

            	
              Termination
                for Good Reason.
                Executive 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, Executive 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 Executive 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 Executive’s employment for Cause and
                Executive’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) provided the breaching party has made and continues
                to
                make a diligent effort to effect such remedy or
                cure.

            


    

    


    
      	 	
              (d)

            	
              Voluntary
                Termination.
                Executive, at his election, may terminate his employment upon not
                less
                than sixty (60) days prior written notice of termination other than
                for
                Good Reason.

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              Termination
                Upon Death or Permanent and Total Disability.
                The Employment Period shall be terminated by the death of Executive.
                The
                Employment Period may be terminated by the Board if Executive 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 Executive’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 Executive, the Company shall give
                thirty
                (30) days’ advance written notice to that effect to
                Executive.

            


    

    


    
      	 	
              (f)

            	
              Termination
                Without Cause.
                The Company, at its election, may terminate Executive’s employment
                otherwise than for Cause, upon not less than sixty (60) days written
                notice of termination. A failure to renew Executive’s employment for the
                12-month period July 1, 2009 - June 30, 2010 shall be deemed to be
                a
                termination without cause if the Company’s stock price is in excess of
                $.01 per share on March 31, 2009.

            


    

    


    
      	 	
              (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), Executive will not be entitled to severance
                pay.

            


    

    


    
      	 	
              5.

            	
              Consequences
                of Termination

            


    

    


    
      	 	
              (a)

            	
              Without
                Cause, due to a Change of Control or for Good Reason.
                In the event of a termination of Executive’s employment during the
                Employment Period by the Company other than for Cause pursuant to
                Section
                4(f) or by Executive for Good Reason pursuant to Section 4(b)
                (e.g.,
                due to a Change of Control of the Company, where Change of 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 Executive (or his estate) and
                provide him with the following:

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (A)

            	
              Salary.
                The equivalent of nine (9) months (the “Severance Period”) of Executive’s
                then-current base salary; plus

            


    

     

    
      	 	
              (B)

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

            


    

    


    
      	 	
              (C)

            	
              Equity.
                All Warrant Shares vested at time of termination shall be retained
                by
                Executive. All unvested Warrant Shares shall immediately vest and
                be
                retained by Executive. Executive shall have the benefit of the full
                ten
                year option period to exercise such Warrant
                Shares.

            


    

    


    
      	 	
              (ii)

            	
              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 Executive was entitled
                to
                participate immediately prior to such termination, provided that
                Executive’s continued participation is possible under the general terms
                and provisions of such plans and programs. In the event that Executive’s
                participation in any such plan or program is barred, the Company
                shall use
                its commercially reasonable efforts to provide Executive with benefits
                substantially similar (including all tax effects) to those which
                Executive
                would otherwise have been entitled to receive under such plans and
                programs from which his continued participation is barred. In the
                event
                that Executive 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 coverages provided for in
                this
                Section 5(a)(ii).

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

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

            


    

    


    
      	 	
              (c)

            	
              Withholding
                of Taxes.
                All payments required to be made by the Company to Executive 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 Executive 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
                Executive will receive such benefits or payments, if any, as he 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 Executive upon his termination of
                employment.

            


    

    


    
      	 	
              (e)

            	
              No
                Mitigation or Offset.
                Executive 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).

            


    

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

    

    
      	 	
              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 Executive for any liability incurred
      by reason of any act or omission performed by Executive while acting in good
      faith on behalf of the Company and within the scope of the authority of
      Executive 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 Executive 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 Executive 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 Executive’s employment was terminated), Executive 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), provided, however, that any statements that Executive makes to
      his
      immediate family and in-laws 

    shall
      be
      immune from this provision.

    


    
      	 	
              9.

            	
              Cooperation
                with the Company After Termination of
                Employment

            


    

    


    Following
      termination of Executive’s employment for any reason, Executive shall fully
      cooperate with the Company in all matters relating to the winding up of
      Executive’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 Executive, the Company shall be entitled to such full time or part time
      services of Executive as the Company may reasonably require during all or any
      part of the sixty (60)-day period following any notice of termination, provided
      that Executive shall be compensated for such services at the same rate as in
      effect immediately before the notice of termination.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              10.

            	
              Lock-up
                Period and Volume
                Limitation.

            


    

    


    Executive
      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 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:

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    If
      to
      Executive:

    


    Jay
      O.
      Wright

    c/o
      Mobilepro Corp.

    6701
      Democracy Blvd, Suite 202

    Bethesday,
      MD 20817

    


    If
      to the
      Company:

    


    Mobilepro
      Corp.

    Attn:
      Board of Directors

    6701
      Democracy Blvd.

    Suite
      202

    Bethesda,
      MD 20817

     

    


    
      	 	
              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 Executive
      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 Executive 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.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              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
                

            


    

    


    Executive
      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 Fifty
      Thousand Dollars ($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 Fifty Thousand Dollars ($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 American Arbitration
      Association (“AAA”) in the District of Columbia, 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 Executive with respect to the subject matter hereof
      and, except as specifically provided herein, supersedes any and all prior
      agreements or understandings between Executive and the Company with respect
      to
      the subject matter hereof, whether written or oral. This Agreement may be
      amended or modified only by a written instrument executed by Executive and
      the
      Company. This Agreement takes precedence over any other agreement, including
      the
      Company’s 2001 Equity Performance Plan, for interpreting the provisions of this
      Agreement.

    


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

    
      	 	 	 	 
	
              JAY
                O. WRIGHT 

            	 	 	MOBILEPRO
              CORP.
	 	 	 	 
	
              /s/
                Jay O. Wright

            	 	 	/s/ Donald Sledge
	
              
                

              

            	 	 	
              
By:
              Donald Sledge
	 	 	 	Its:
              Board
              Member


    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    Exhibit
      1

    


    WARRANT

     

    


    


    Exhibit
      A
      - Existing Equity

     

     

     

    
      
        
        

      

      
        -13-