INTELLECTUAL
      PROPERTY SECURITY AGREEMENT

     

    INTELLECTUAL
      PROPERTY SECURITY AGREEMENT (this
      “Agreement”),
      dated
      as of June 30, 2008, by (i) MobilePro Corp., a Delaware corporation (the
“Company”),
      and
      (ii) each subsidiary and affiliate of the Company listed on Schedule
      I
      attached
      hereto (the “Subsidiaries,”
and
      collectively with the Company, the “Grantors”)
      in
      favor of YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.)
      (the
“Secured
      Party”).

     

     

    RECITALS:

     

    A. Reference
      is made to (a) the Global Security Agreement, dated as of the date hereof,
      between the Grantors and the Secured Party (as may be amended and supplemented
      from time to time, the “Security
      Agreement”);
      and
      (b) the Global Guaranty Agreement, dated as of the date hereof, among the
      Grantors, as guarantors, and the Secured Party as may be amended and
      supplemented from time to time, the “Guaranty
      Agreement”)
      .


     

    B. The
      Secured Party has extended financial accommodations to certain Grantors,
      pursuant to the Secured Convertible Debentures or otherwise, and the Grantors
      will each directly benefit from the extension of such financial accommodation
      as
      part of the affiliated business operations of the Grantors; each Grantor
      acknowledges that without this Agreement, the Secured Party would not be willing
      to enter into the transaction documents related to such financial
      accommodations.

     

    C. Each
      Grantor has determined that the execution, delivery and performance of this
      Agreement directly benefits, and is in the best interest of, such
      Grantor.

     

    NOW
      THEREFORE,
      in
      consideration of the mutual covenants, agreements, warranties, and
      representations herein contained, and for other good and valuable consideration,
      the receipt and sufficiency of which is hereby acknowledged, the parties hereto
      agree as follows:

     

    SECTION
      1. Definitions.
      

     

    (a) Generally.
      All
      references herein to the UCC shall mean the Uniform Commercial Code as in effect
      from time to time in the State of New Jersey; provided,
      however,
      that if
      a term is defined in Article 9 of the UCC differently than in another Article
      thereof, the term shall have the meaning set forth in Article 9; provided 
      further
      that, if
      by reason of mandatory provisions of law, perfection, or the effect of
      perfection or non-perfection, of the security interest in any IP Collateral
      or
      the availability of any remedy hereunder is governed by the Uniform Commercial
      Code as in effect in a jurisdiction other than New Jersey, then “UCC”
means
      the Uniform Commercial Code as in effect in such other jurisdiction for purposes
      of the provisions hereof relating to such perfection or effect of perfection
      or
      non-perfection or availability of such remedy, as the case may be. 

     

    (b) Definition
      of Certain Terms Used Herein.
      Unless
      the context otherwise requires, all capitalized terms used but not defined
      in
      this Agreement, including its preamble and recitals, shall have the meanings
      set
      forth in the Security Agreement. In addition, as used herein, the following
      terms shall have the following meanings:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Copyrights”
shall
      mean all copyrights, copyright applications and like protections in each work
      of
      authorship or derivative work thereof of the Grantors, whether registered or
      unregistered, whether published or unpublished and whether or not constitute
      a
      trade secret, including, without limitation, the United States copyright
      registrations listed on EXHIBIT
      A
      annexed
      hereto and made a part hereof, and symbolized by, any of the
      foregoing.

    


    “Copyright
      Licenses”
shall
      mean all agreements, whether written or oral, providing for the grant by or
      to
      the Grantors of any right under any Copyright, including, without limitation,
      the agreements listed on EXHIBIT
      A annexed
      hereto and made a part hereof.

     

    “Copyright
      Office”
shall
      mean the United States Copyright Office or any other federal governmental agency
      which may hereafter perform its functions.

    


    “IP
      Collateral”
shall
      have the meaning assigned to such term in Section 2 of this
      Agreement.

     

    “Licenses”
shall
      mean, collectively, the Copyright Licenses, Patent Licenses, Trademark Licenses,
      and any other license providing for the grant by or to the Grantors of any
      right
      under any IP Collateral.

     

    “Patents”
shall
      mean all patents and applications for patents of the Grantors, and the
      inventions and improvements therein disclosed, and any and all divisions,
      revisions, reissues and continuations, continuations-in-part, extensions, and
      reexaminations of said patents including, without limitation, the United States
      patent registrations listed on EXHIBIT
      B
      annexed
      hereto and made a part hereof.

     

    “Patent
      Licenses”
shall
      mean all agreements, whether written or oral, providing for the grant by or
      to
      the Grantors of any right under any Patent, including, without limitation,
      the
      agreements listed on EXHIBIT
      B annexed
      hereto and made a part hereof.

    


    “PTO”
shall
      mean the United States Patent and Trademark Office or any other federal
      governmental agency which may hereafter perform its functions.

    


    “Trademarks”
shall
      mean all trademarks, trade names, corporate names, company names, domain names,
      business names, fictitious business names, trade dress, trade styles, service
      marks, designs, logos and other source or business identifiers of the Grantors,
      whether registered or unregistered, including, without limitation, the United
      States trademark registrations listed on EXHIBIT
      C
      annexed
      hereto and made a part hereof, together with any goodwill of the business
      connected with, and symbolized by, any of the foregoing.

     

    “Trademark
      Licenses”
shall
      mean all agreements, whether written or oral, providing for the grant by or
      to
      the Grantors of any right under any Trademark, including, without limitation,
      the agreements listed on EXHIBIT
      C annexed
      hereto and made a part hereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    SECTION
      2. Grant
      of Security Interest.
      In
      furtherance and as confirmation of the security interest granted by the Grantors
      to the Secured Party under the Security Agreement, and as further security
      for
      the payment or performance in full of the Obligations, each Grantor hereby
      grants to the Secured Party a continuing security interest, with a power of
      sale
      (which power of sale shall be exercisable only following the occurrence and
      during the continuance of an Event of Default), in all of the present and future
      right, title and interest of such Grantor in and to the following property,
      and
      each item thereof, whether now owned or existing or hereafter acquired or
      arising, together with all products, proceeds, substitutions, and accessions
      of
      or to any of the following property (collectively, the “IP
      Collateral”):

     

    (a) All
      Copyrights and Copyright Licenses;

     

    (b) All
      Patents and Patent Licenses;

     

    (c) All
      Trademarks and Trademark Licenses;

     

    (d) All
      other
      Licenses;

     

    (e) All
      renewals of any of the foregoing;

     

    (f) All
      trade
      secrets, know-how and other proprietary information; works of authorship and
      other copyright works (including copyrights for computer programs), and all
      tangible and intangible property embodying the foregoing; inventions (whether
      or
      not patentable) and all improvements thereto; industrial design applications
      and
      registered industrial designs; books, records, writings, computer tapes or
      disks, flow diagrams, specification sheets, computer software, source codes,
      object codes, executable code, data, databases, and other physical
      manifestations, embodiments or incorporations of any of the foregoing, and
      any
      Licenses in any of the foregoing, and all other IP Collateral and proprietary
      rights;

     

    (g) All
      General Intangibles connected with the use of, or related to, any and all IP
      Collateral (including, without limitation, all goodwill of each Grantor and
      its
      business, products and services appurtenant to, associated with, or symbolized
      by, any and all IP Collateral and the use thereof);

     

    (h) All
      income, royalties, damages and payments now and hereafter due and/or payable
      under and with respect to any of the foregoing, including, without limitation,
      payments under all Licenses entered into in connection therewith and damages
      and
      payments for past or future infringements, misappropriations or dilutions
      thereof;

     

    (i) The
      right
      to sue for past, present and future infringements, misappropriations, and
      dilutions of any of the foregoing; and

     

    (j) All
      of
      the Grantors’ rights corresponding to any of the foregoing throughout the
      world.

     

    SECTION
      3. Protection
      of IP Collateral By Grantors.
      Except
      as set forth below in this Section 3, the
      Grantors shall undertake the following with respect to each of the items
      respectively described in Sections 2(a), (b), (c), (d), (e), (f) and
      (g):

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (a) Pay
      all
      renewal fees and other fees and costs associated with maintaining the IP
      Collateral and with the processing and prosecution of the IP Collateral and
      take
      all other steps reasonably necessary to maintain each registration of the IP
      Collateral. 

     

    (b) Take
      all
      actions reasonably necessary to prevent any of the IP Collateral from becoming
      forfeited, abandoned, dedicated to the public, invalidated or impaired in any
      way.

     

    (c) At
      the
      Grantors’ sole cost, expense, and risk, pursue the processing and prosecution of
      each application for registration which is the subject of the security interest
      created herein and not abandon or delay any such efforts.

     

    (d) At
      the
      Grantors’ sole cost, expense, and risk, take any and all action which the
      Grantors reasonably deem necessary or desirable under the circumstances to
      protect the IP Collateral from infringement, misappropriation or dilution,
      including, without limitation, the prosecution and defense of infringement
      actions.

     

    SECTION
      4. Grantors’
      Representations and Warranties.
      In
      addition to any representations and warranties contained in any of the other
      Transaction Documents (other than the Prior Debt Documents, but only to the
      extent amended or otherwise modified by the other Transaction Documents), each
      Grantor represents and warrants that:

     

    (i) EXHIBIT
      A
      is a
      true, correct and complete list of all United States Copyright registrations
      owned by each Grantor and all Copyright Licenses to which such Grantor is a
      party as of the date hereof.

     

    (ii) EXHIBIT
      B
      is a
      true, correct and complete list of all United States Patents owned by each
      Grantor and all Patent Licenses to which such Grantor is a party as of the
      date
      hereof.

     

    (iii) EXHIBIT
      C
      is a
      true, correct and complete list of all United States Trademark registrations
      owned by each Grantor and all Trademark Licenses to which such Grantor is a
      party as of the date hereof.

     

    (iv) Except
      as
      set forth in EXHIBITS
      A,
      B and C,
      none of
      the IP Collateral owned by a Grantor is the subject of any licensing or
      franchise agreement pursuant to which such Grantor is the licensor or franchisor
      as of the date hereof.

     

    (v) The
      Grantors shall not transfer or otherwise encumber any interest in the IP
      Collateral, except for (i) non-exclusive licenses granted by a Grantor in the
      ordinary course of business, as set forth in this Agreement, or (ii) Permitted
      Liens.

     

    (vi) Each
      Grantor owns, or is licensed to use, all IP Collateral in connection with the
      conduct of its business. No claim has been asserted and is pending by any person
      challenging or questioning the use by a Grantor of any of its IP Collateral,
      or
      the validity or effectiveness of any of its IP Collateral. Each Grantor
      considers that the use by such Grantor of the IP Collateral does not infringe
      the rights of any person in any material respect. No holding, decision or
      judgment has been rendered by any governmental authority which would limit,
      cancel or question the validity of, or a Grantor’s rights in, any IP Collateral
      in any material respect.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (vii) Performance
      of this Agreement does not conflict with or result in a breach of any material
      agreement to which any Grantor is bound.

     

    (viii) Each
      Grantor shall give the Secured Party prompt written notice, with reasonable
      detail, following the occurrence of any of the following:

     

    (A) Each
      Grantor’s obtaining rights to, or being issued a registration in or receiving an
      issuance of, any new IP Collateral, or otherwise acquiring ownership of any
      registered IP Collateral (other than the acquisition by a Grantor of the right
      to sell products containing the trademarks of others in the ordinary course
      of
      such Grantor’s business).

     

    (B) Each
      Grantor’s becoming entitled to the benefit of any registered IP Collateral
      whether as licensee or licensor (other than commercially available off the
      shelf
      computer programs, products or applications and a Grantor’s right to sell
      products containing the trademarks of others in the ordinary course of such
      Grantor’s business).

     

    (C) Each
      Grantor’s entering into any new Licenses with respect to the IP Collateral
      (other than commercially available off the shelf computer programs, products
      or
      applications and a Grantor’s right to sell products containing the trademarks of
      others in the ordinary course of such Grantor’s business).

     

    (D) Each
      Grantor’s knowing, or having reason to know, that any registration relating to
      any IP Collateral may, other than as provided in Section 3 above, become
      forfeited, abandoned or dedicated to the public, or of any adverse determination
      or development (including, without limitation, the institution of, or any such
      determination or development in, any proceeding in the PTO, the Copyright Office
      or any court or tribunal) regarding a Grantor’s ownership of, or the validity or
      enforceability of, any IP Collateral or such Grantor’s right to register the
      same or to own and maintain the same.

     

    SECTION
      5. Agreement
      Applies to Future IP Collateral.

     

    (a) The
      provisions of this Agreement shall automatically apply to any such additional
      property or rights described in Section 4(viii) above, all of which shall be
      deemed to be and treated as “IP Collateral” within the meaning of this
      Agreement. Upon the acquisition by a Grantor of any additional IP Collateral,
      such Grantor shall promptly deliver to the Secured Party an updated EXHIBIT
      A,
      B,
      and/or C
      (as
      applicable) to this Agreement and hereby authorizes the Secured Party to file,
      at such Grantor’s expense, such updated Exhibit as set forth in Section
      5(b).

     

    (b) Each
      Grantor shall execute and deliver, and have recorded, any and all agreements,
      instruments, documents and papers as the Secured Party may reasonably request
      to
      evidence the Secured Party’s security interest in any
      IP
      Collateral (including, without limitation, filings with the PTO, the Copyright
      Office or any similar office), and each Grantor hereby constitutes the Secured
      Party as its attorney-in-fact to execute and file all such writings for the
      foregoing purposes, all such acts of such attorney being hereby ratified and
      confirmed; provided,
      however,
      that
      the Secured Party’s taking of such action shall not be a condition to the
      creation or perfection of the security interest created hereby.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c) Each
      Grantor authorizes and requests that the Copyright Office and the PTO record
      this Agreement, any amendments thereto or copies thereof..

     

    SECTION
      6. Grantors’
      Rights To Enforce IP Collateral.
      Prior
      to the occurrence of an Event of Default, the Grantors shall have the exclusive
      right to sue for past, present and future infringement of the IP Collateral,
      including the right to seek injunctions and/or money damages in an effort by
      the
      Grantors to protect the IP Collateral against encroachment by third parties,
      provided,
      however,
      that:

     

    (a) Each
      Grantor provides the Secured Party with written notice of such Grantor’s
      institution of any legal proceedings for enforcement of any IP
      Collateral.

     

    (b) Any
      money
      damages awarded or received by a Grantor on account of such suit (or the threat
      of such suit) shall constitute IP Collateral.

     

    (c) Upon
      the
      occurrence and during the continuance of any Event of Default, the Secured
      Party, by notice to the Grantors, may terminate or limit the Grantors’ rights
      under this Section 6. 

     

    SECTION
      7. Secured
      Party’s Actions To Protect IP Collateral.
      In the
      event of:

     

    (a) a
      Grantor’s failure, within fifteen (15) days of written notice from the Secured
      Party, to cure any failure by such Grantor to observe or perform any of such
      Grantor’s covenants, agreements or other obligations hereunder;
      and/or

     

    (b) the
      occurrence and continuance of any other Event of Default,

     

    the
      Secured Party, acting in its own name or in that of the Grantors, may (but
      shall
      not be required to) act in the Grantors’ place and stead and/or in the Secured
      Party’s own right in connection therewith.

     

    SECTION
      8. Rights
      Upon Default.
      Upon
      the occurrence and during the continuance of an Event of Default, in addition
      to
      all other rights and remedies, the Secured Party may exercise all rights and
      remedies of a secured party under the UCC, with respect to the IP Collateral,
      in
      addition to which the Secured Party may sell, license, assign, transfer, or
      otherwise dispose of the IP Collateral, subject to those restrictions to which
      a
      Grantor is subject under applicable law and by contract. Any person may
      conclusively rely upon an affidavit of an officer of the Secured Party that
      an
      Event of Default has occurred and that the Secured Party is authorized to
      exercise such rights and remedies. In connection with such exercise of rights,
      the Secured Party shall have a non-exclusive, royalty free license to use the
      IP
      Collateral.

     

    SECTION
      9. Secured
      Party As Attorney-In-Fact.

     

    (a) The
      Grantors hereby irrevocably make, constitute and appoint the Secured Party
      (and
      all officers, employees or agents designated by the Secured Party) as and for
      the Grantors’ true and lawful agent and attorney-in-fact, effective following
      the occurrence and during the continuance of any Event of Default, and in such
      capacity the Secured Party shall have the right, with power of substitution
      for
      the Grantors and in the Grantors’ names or otherwise, for the use and benefit of
      the Secured Party:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (A) To
      supplement and amend from time to time EXHIBITS
      A,
      B and
      C
      of this
      Agreement to include any newly developed, applied for, registered, or acquired
      IP Collateral of the Grantors and any intent-to-use Trademark applications
      for
      which a statement of use or an amendment to allege use has been filed and
      accepted by the PTO.

     

    (B) To
      exercise any of the rights and powers referenced herein.

     

    (C) To
      execute all such instruments, documents, and papers as the Secured Party
      reasonably determines to be necessary or desirable in connection with the
      exercise of such rights and remedies and to cause the sale, license, assignment,
      transfer, or other disposition of the IP Collateral, subject to those
      restrictions to which the Grantors are subject under applicable law and by
      contract.

     

    (b) The
      power
      of attorney granted herein, being coupled with an interest, shall be irrevocable
      until this Agreement is terminated in writing by a duly authorized officer
      of
      the Secured Party.

     

    (c) The
      Secured Party shall not be obligated to do any of the acts or to exercise any
      of
      the powers authorized by Section 9(a), but if the Secured Party elects to do
      any
      such act or to exercise any of such powers, it shall not be accountable for
      more
      than it actually receives as a result of such exercise of power. 

     

    SECTION
      10. Intent.
      This
      Agreement is being executed and delivered by the Grantors for the purpose of
      registering and confirming the grant of the security interest of the Secured
      Party in the IP Collateral with the PTO and the Copyright Office. It is intended
      that the security interest granted pursuant to this Agreement is granted as
      a
      supplement to, and not in limitation of, the security interest granted to the
      Secured Party under the Security Agreement. All provisions of the Security
      Agreement (including, without limitation, the rights, remedies, powers,
      privileges and discretions of the Secured Party thereunder) shall apply to
      the
      IP Collateral. In the event of a conflict between this Agreement and the
      Security Agreement, the terms of this Agreement shall control with respect
      to
      the IP Collateral and the terms of the Security Agreement shall control with
      respect to all other Collateral.

     

    SECTION
      11. Further
      Assurances.
      Each
      Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause
      to be duly filed all such further documents, financing statements, agreements
      and instruments and take all such further actions as the Secured Party may
      from
      time to time reasonably request to better assure, preserve, protect and perfect
      the security interest in the IP Collateral granted pursuant to this Agreement
      and the rights and remedies created hereby or the validity or priority of such
      security interest, including the payment of any fees and taxes required in
      connection with the execution and delivery of this Agreement, the granting
      of
      the security interest and the filing of any financing statements or other
      documents in connection herewith or therewith.

     

    
      
        
        

      

      
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    SECTION
      12. Indemnity.
      Each
      Grantor agrees to defend, indemnify and hold harmless the Secured Party and
      its
      officers, employees, and agents against: (a) all obligations, demands, claims,
      and liabilities claimed or asserted by any other party in connection with the
      transactions contemplated by this Agreement, and (b) all losses or expenses
      in
      any way suffered, incurred, or paid by the Secured Party as a result of or
      in
      any way arising out of, following or consequential to transactions between
      the
      Secured Party and a Grantor, whether under this Agreement or otherwise
      (including, without limitation, attorneys fees and expenses).

     

    SECTION
      13. Release
      of IP Collateral.
      Upon
      payment and performance in full of all Obligations, the Secured Party shall,
      at
      the Grantors’ expense, execute and deliver to the Grantors all instruments and
      other documents as may be necessary or proper to release the lien on any
      security interest in the IP Collateral which has been granted hereunder.


     

    SECTION
      14.  Additional
      Grantors.
      Pursuant to Section 6.12 of the Security Agreement, each subsidiary of the
      Grantors that was not in existence or not a subsidiary on the date of the
      Security Agreement is required to become a Grantor and to enter in this
      Agreement as a Grantor upon becoming a subsidiary. Such subsidiary shall become
      a Grantor hereunder with the same force and effect as if originally named as
      a
      Grantor herein. The rights and obligations of each Grantor hereunder shall
      remain in full force and effect notwithstanding the addition of any new Grantor
      as a party to this Agreement.

     

    SECTION
      15.  Notices.
      Unless
      otherwise provided herein, all demands, notices, consents, service of process,
      requests and other communications hereunder shall be in writing and shall be
      delivered to the addresses provided in the Security Agreement.

     

    SECTION
      16.  Binding
      Effect.
      All of
      the covenants and obligations contained herein shall be binding upon and shall
      inure to the benefit of the respective parties, their successors and
      assigns.

     

    SECTION
      17.  Governing
      Law; Venue.
      The
      validity, interpretation and performance of this Agreement shall be determined
      in accordance with the laws of the State of New Jersey without regard to the
      principles of conflict of laws. The parties further agree that any action
      between them shall be heard in Hudson County, New Jersey or Federal district
      courts located in Newark, New Jersey, and expressly consent to the jurisdiction
      and venue of the Superior Court of New Jersey, sitting in Hudson County and
      the
      United States District Court for the District of New Jersey sitting in Newark,
      New Jersey for the adjudication of any civil action asserted pursuant to this
      Paragraph, provided,
      however,
      that
      nothing herein shall prevent the Secured Party from enforcing its rights and
      remedies (including, without limitation, by filing a civil action) with respect
      to the IP Collateral and/or the Grantors in any other jurisdiction which the
      Secured Party deems necessary or appropriate in order to realize on the IP
      Collateral or to otherwise enforce the Secured Party’s rights against the
      Grantors or the IP Collateral. 

     

    SECTION
      18.  JURY
      TRIAL.
      AS A
      MATERIAL INDUCEMENT FOR THE SECURED PARTY TO MAKE FINANCIAL ACCOMMODATIONS
      TO
      THE GRANTORS, EACH GRANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
      ASSOCIATED WITH THIS TRANSACTION.

     

    
      
        
        

      

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

     

    SECTION
      20.  Amendment
      and Waiver.
      This
      Agreement may be amended, or any provision of this Agreement may be waived,
      provided that any such amendment or waiver will be binding on a party hereto
      only if such amendment or waiver is set forth in a writing executed by the
      parties hereto. The waiver by any such party hereto of a breach of any provision
      of this Agreement shall not operate or be construed as a waiver of any other
      breach. The Secured Party’s failure to exercise any right, remedy or option
      under this Agreement or other agreement between the Secured Party and the
      Grantors or delay by the Secured Party in exercising the same will not operate
      as a waiver. No waiver by the Secured Party shall affect its right to require
      strict performance of this Agreement.

     

    SECTION
      21.  Liability
      of Grantors.
      Notwithstanding any provision herein, the Grantors, and each of them, are and
      shall be jointly and severally liable for any and all Obligations (whether
      any
      such Obligation is specified as an obligation of the Grantors or of any of
      them).

     

    SECTION
      22.  Entire
      Agreement.
      This
      Agreement and the other documents or agreements delivered in connection herewith
      set forth the entire understanding of the parties with respect to the subject
      matter hereof, and shall not be modified or affected by any offer, proposal,
      statement or representation, oral or written, made by or for any party in
      connection with the negotiation of the terms hereof, and may be modified only
      by
      instruments signed by all of the parties hereto.

     

    Counterparts.
      This
      Agreement may be executed and delivered by exchange of facsimile signatures
      of
      the Secured Party and the Grantors, and those signatures need not be affixed
      to
      the same copy. This Agreement may be executed in any number of
      counterparts.

     

    [Signature
      page follows.]


    
      
        
        

      

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

    

      
        	
                Grantors:

              	 	 	 
	 	 	 	 
	
                MOBILEPRO
                  CORP., a Delaware corporation

              	 	
                PROGAMES
                  NETWORK, INC., a Delaware corporation

              
	 	 	 	 	 
	
                By:

              	
                /s/
                  Jay Wright

              	 	
                By:

              	
                
                  /s/
                    Jay Wright

                

              
	
                Name:
                  Jay Wright

              	 	
                Name:
                  Jay Wright

              
	
                Title:
                  Chairman and CEO

              	 	
                Title:
                  Chairman

              
	 	 	 	 	 
	
                DAVEL
                  FINANCING COMPANY, L.L.C., a Delaware limited liability
                  company

              	 	
                DAVEL
                  COMMUNICATIONS GROUP, INC., an Illinois corporation

              
	 	 	 	 	 
	
                By:

              	
                /s/
                  Tammy Martin

              	 	
                By:

              	
                
                  /s/
                    Tammy Martin

                

              
	
                Name:
                  Tammy Martin

              	 	
                Name:
                  Tammy Martin

              
	
                Title:
                  Secretary

              	 	
                Title:
                  Secretary

              
	 	 	 	 	 
	
                TELALEASING
                  ENTERPRISES, INC., an Illinois corporation

              	 	
                PEOPLES
                  TELEPHONE COMPANY, INC., a New York corporation

              
	 	 	 	 	 
	
                By:

              	
                
                  /s/
                    Tammy Martin

                

              	 	
                By:

              	
                
                  /s/
                    Tammy Martin

                

              
	
                Name:
                  Tammy Martin

              	 	
                Name:
                  Tammy Martin

              
	
                Title:
                  Secretary

              	 	
                Title:
                  Secretary

              
	 	 	 	 	 
	
                PHONETEL
                  TECHNOLOGIES, INC., an Ohio corporation

              	 	
                DAVEL
                  ACQUISITION CORP., a Delaware corporation

              
	 	 	 	 	 
	
                By:

              	
                
                  /s/
                    Tammy Martin

                

              	 	
                By:

              	
                
                  /s/
                    Tammy Martin

                

              
	
                Name:
                  Tammy Martin

              	 	
                Name:
                  Tammy Martin

              
	
                Title:
                  Secretary

              	 	
                Title:
                  Secretary

              
	 	 	 	 	 
	
                DAVEL
                  COMMUNICATIONS, INC., a Delaware corporation

              	 	
                CLOSECALLAMERICA,
                  INC., a Delaware corporation

              
	 	 	 	 	 
	
                By:

              	
                
                  /s/
                    Tammy Martin

                

              	 	
                By:

              	
                /s/
                  Doug Bethell

              
	
                Name:
                  Tammy Martin

              	 	
                Name:
                  Doug Bethell

              
	
                Title:
                  Secretary

              	 	
                Title:
                  President

              
	 	 	 	 	 
	 	 	 	
                AMERICAN
                  FIBER NETWORK, INC., a Delaware corporation

              
	 	 	 	 	 
	 	 	 	
                By:

              	
                
                  /s/
                    Doug Bethell

                

              
	 	 	 	
                Name:
                  Doug Bethell

              
	 	 	 	
                Title:
                  President 

              


      

    


    [IP
      Security Agreement Signature Page]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    STATE
      OF ____________________)

    )
      SS:

    COUNTY
      OF __________________)

    


    BEFORE
      ME,
      a Notary
      Public in and for said County and State, personally appeared the above-named
      _______________________ who acknowledged that he/she did sign the foregoing
      agreement and that the same is his/her free act and deed.

     

    IN
      TESTIMONY WHEREOF,
      I have
      hereunto set my hand an official seal at __________________,
      ____________________, this ___ day of __________, 2008.

     

    
      	 	 
	 	
              Notary
                Public 

            


    

    


     

    STATE
      OF ____________________)

    )
      SS:

    COUNTY
      OF __________________)

    


    BEFORE
      ME,
      a Notary
      Public in and for said County and State, personally appeared the above-named
      _______________________ who acknowledged that he/she did sign the foregoing
      agreement and that the same is his/her free act and deed.

     

    IN
      TESTIMONY WHEREOF,
      I have
      hereunto set my hand an official seal at __________________,
      ____________________, this ___ day of __________, 2008.

     

    
      	 	 
	 	
              Notary
                Public 

            


    

    


     

    STATE
      OF ____________________)

    )
      SS:

    COUNTY
      OF __________________)

    


    BEFORE
      ME,
      a Notary
      Public in and for said County and State, personally appeared the above-named
      _______________________ who acknowledged that he/she did sign the foregoing
      agreement and that the same is his/her free act and deed.

     

    IN
      TESTIMONY WHEREOF,
      I have
      hereunto set my hand an official seal at __________________,
      ____________________, this ___ day of __________, 2008.

     

    
      	 	 
	 	
              Notary
                Public 

            


    


    [IP
      Security Agreement Signature Page]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    
      	
              SECURED
                PARTY: 

            
	 
	
              YA
                GLOBAL INVESTMENTS, L.P.

            
	 
	
              By:  Yorkville
                Advisors,
                LLC

            
	
              Its:  Investment
                Manager

            
	 	 
	
              By:

            	/s/
              Jerry Eicke
	
              Name: Jerry
                Eicke

            
	
              Title: Managing
                Member

            


    


    [IP
      Security Agreement Signature Page]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    (Subsidiaries
      and Affiliates)

    


    MobilePro
      Corp., a Delaware corporation

    ProGames
      Network, Inc., a Delaware corporation

    Davel
      Financing Company, L.L.C., a Delaware limited liability company

    Davel
      Communications Group, Inc., an Illinois corporation

    Telaleasing
      Enterprises, Inc., an Illinois corporation

    Peoples
      Telephone Company, Inc., a New York corporation

    PhoneTel
      Technologies, Inc., an Ohio corporation

    Telefonos
      Publico, a company organized under the laws of Mexico

    CloseCall
      America, Inc., a Delaware corporation

    Davel
      Acquisition Corp., a Delaware corporation

    Davel
      Communications, Inc., a Delaware corporation

    American
      Fiber Network, Inc., a Delaware corporation


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    List
      of Copyrights and Copyright Licenses

     

    [to
      be
      attached]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    List
      of Patents and Patent Licenses

     

    [to
      be
      attached]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    List
      of Trademarks and Trademark Licenses

     

    [to
      be
      attached]