GLOBAL
      GUARANTY
      AGREEMENT

     

    This
      GLOBAL
      GUARANTY AGREEMENT
      dated as
      of June 30, 2008 (the “Guaranty”),
      is
      given by (i) MobilePro Corp., a Delaware corporation (the “Company”);
      and
      (ii) each subsidiary and affiliate of the Company listed on Schedule
      1
      attached
      hereto (the “Subsidiaries,”
and
      collectively with the Company, the “Guarantors”)
      in
      favor of YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.)
      (the
“Secured
      Party”).
      Capitalized terms used herein and not otherwise defined herein shall have the
      respective meanings set forth in the Security Agreement (as defined
      below).

     

    WHEREAS:

     

    A. The
      Secured Party is the holder of certain Secured Convertible Debentures (the
      “Original
      Debentures”)
      issued
      by the Company to the Secured Party.

     

    B. In
      connection with a certain Amended and Restated Securities Purchase Agreement,
      the Company has agreed, upon the terms and subject to the conditions of the
      Amended and Restated Securities Purchase Agreement, to issue to the Secured
      Party the Amended and Restated Secured Convertible Debentures (the “Secured
      Convertible Debentures”)
      (in
      replacement of the Original Debentures).

     

    C. The
      Secured Party and certain of the Guarantors are parties to Prior Debt
      Documents.

     

    D. Each
      of
      the Guarantors has executed and delivered (i) a Global Security Agreement,
      dated
      as of the date hereof (as may be amended and supplemented from time to time,
      the
“Security
      Agreement”),
      pursuant to which the Guarantors pledge and grant to the Secured Party a
      security interest in and to all of such Guarantors’ assets and personal
      property; the Secured Party; and (ii) an Intellectual Property Security
      Agreement, dated as of the date hereof (as may be amended and supplemented
      from
      time to time, the “IP
      Agreement”);

     

    F. Certain
      Guarantors, including the Company, have entered into a Global Pledge Agreement,
      dated as of the date hereof (as may be amended and supplemented from time to
      time, the “Pledge
      Agreement”).

     

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

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants set forth herein, and
      for
      other good and valuable consideration the receipt and sufficiency of which
      is
      hereby acknowledged, each Guarantor hereby agrees as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      1 Guaranty.

     

    1.1 Guaranty.
      

     

    (a) Each
      Guarantor, as direct obligor and not merely as surety, hereby unconditionally,
      absolutely, and irrevocably guarantees to the Secured Party the full payment
      and
      prompt performance of all of the Obligations. Without limiting the foregoing,
      the Guarantors hereby agree that upon any Event of Default, the Guarantors
      shall
      immediately pay or perform any Obligations without notice, demand or formality
      of any kind.

     

    (b) The
      term
“Obligations”
shall
      mean and include any and all debts, liabilities, obligations, covenants and
      duties owing by any Guarantor to the Secured Party, now existing or hereafter
      arising of every nature, type, and description, whether liquidated,
      unliquidated, primary, secondary, secured, unsecured, direct, indirect,
      absolute, or contingent, and whether or not evidenced by a note, guaranty or
      other instrument, and any amendments, extensions, renewals or increases thereof,
      including, without limitation, all those under (i) the Transaction Documents;
      (ii) any agreement or document related to the Transaction Documents; or (iii)
      any other or related documents, and including any interest accruing thereon
      after insolvency, reorganization or like proceeding relating to the Guarantors,
      whether or not a claim for post-petition interest is allowed in such proceeding,
      and all costs and expenses of the Secured Party incurred in the enforcement,
      collection or otherwise in connection with any of the foregoing, including,
      but
      not limited to, reasonable attorneys’ fees and expenses and all obligations of
      the Guarantors to the Secured Party to perform acts or refrain from taking
      any
      action.

     

    1.2 Continuing
      Guaranty.
      

     

    (a) The
      Obligations under this Guaranty are continuing, absolute, unconditional and
      irrevocable irrespective of the validity, regularity, enforceability or value
      of
      any of the Obligations and notwithstanding any claim, defense or right of
      set-off which the Guarantors may have against the Secured Party, including
      any
      such claim, defense or right based on any present or future applicable law
      and
      irrespective of any other circumstances which might otherwise constitute a
      legal
      or equitable release, defense or discharge of a surety or a guarantor. Without
      limiting the generality of the foregoing, the Obligations of each Guarantor
      hereunder shall not be discharged or impaired or otherwise affected
      by:

     

    (i) any
      rescission, waiver, amendment or modification of any terms or provisions of
      the
      Obligations or the documents evidencing the same.

     

    (ii) any
      fraudulent, illegal, or improper act by any Guarantor or any failure, omission
      or delay on the part of any Guarantor to conform or comply with any term of
      the
      Obligations or of this Guaranty;

     

    (iii) any
      failure of the Secured Party to assert a claim or demand or to enforce or
      exercise any right or remedy against any Guarantor or any other guarantor for
      any reason;

     

    (iv) any
      release or discharge by operation of law or otherwise of any Guarantor from
      any
      Obligation or the documents evidencing the same; 

     

    
      
        
        

      

      
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    (v) any
      change in the existence, structure or ownership of any Guarantor or the legal
      incapacity of any Guarantor;

     

    (vi) any
      insolvency, bankruptcy, reorganization, arrangement, readjustment, composition,
      liquidation or other similar proceeding affecting any Guarantor or its/his
      assets or any resulting disallowance, release or discharge of all or any portion
      of the Obligations;

     

    (vii) the
      failure by any Guarantor or any other person to sign this Guaranty;
      and

     

    (viii) any
      other
      occurrence, circumstance, happening or event, whether similar or dissimilar
      to
      the foregoing and whether foreseen or unforeseen, which otherwise might
      constitute a legal or equitable defense or discharge of the liabilities of
      a
      guarantor or surety or which otherwise might limit recourse against any
      Guarantor.

     

    (b) This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time payment or performance of the Obligations, or any part thereof,
      to
      the Secured Party is rescinded or must otherwise be returned by the Secured
      Party upon the insolvency, bankruptcy or reorganization of the Guarantors,
      all
      as though such payment to the Secured Party has not been made.

     

    1.3 Guaranty
      of Payment and Not of Collection; Subordination.
      

     

    (a) The
      liability of each Guarantor shall be continuing, direct and immediate and not
      conditional or contingent upon either the pursuit of any remedies against the
      Company, a Guarantor or any other person or foreclosure of any security
      interests or liens available to the Secured Party, its successors, endorsees
      or
      assigns. The Secured Party may accept any payment(s), plan for adjustment of
      debts, plan of reorganization or liquidation, or plan of composition or
      extension proposed by, or on behalf of, the Company or any other Guarantor
      without in any way affecting or discharging the liability of any Guarantor.
      If
      the Obligations are partially paid, each Guarantor shall remain liable for
      any
      balance of such Obligations. Without limiting any other provision of, impairing
      or affecting this Guaranty, the Secured Party may, at any time and from time
      to
      time, take or refrain from taking, all or any actions whatsoever, including
      the
      following actions: (a) retain or obtain a Lien in any property to secure any
      of
      the Obligations; (b) amend, extend, renew, adjust, waive or release any
      Obligations or the terms thereof, (c) release or fail to perfect its interest
      in
      all or any property securing any of the Obligations or permit any substitution
      or exchange for any such property.

     

    (b) With
      respect to any sum paid or payable by a Guarantor hereunder or in connection
      herewith or otherwise, all rights of such Guarantor against any other Guarantor
      arising as a result thereof by way of right of subrogation, contribution,
      reimbursement, indemnity or otherwise shall in all respects be subordinate
      and
      junior in right of payment to the prior indefeasible payment or performance
      in
      full of all the Obligations. In addition, any indebtedness of any Guarantor
      now
      or hereafter held by any Guarantor is hereby subordinated in right of payment
      to
      the prior payment or performance in full of the Obligations and no Guarantor
      shall demand, sue for, or otherwise attempt to collect any such indebtedness,
      or
      prove any claim in competition with the Secured Party in respect of any payment
      hereunder in bankruptcy or insolvency proceedings of any nature. If any amount
      shall erroneously be paid to any Guarantor on account of (i) such subrogation,
      contribution, reimbursement, indemnity or similar right or (ii) any such
      indebtedness of any Guarantor as borrower of a Guarantor, such amount shall
      be
      held in trust for the benefit of the Secured Party and shall forthwith be paid
      to the Secured Party to be credited against the payment of the
      Obligations.

     

    
      
        
        

      

      
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    1.4 Discharge.
      Each
      Guarantor covenants and agrees that this Guaranty will not be discharged, except
      by complete performance of the Obligations.

     

    1.5 Interest. Guarantors
      will pay on demand interest on all amounts due to the Secured Party under this
      Guaranty, or arising under any documents, instruments, or agreements relating
      to
      any collateral securing this Guaranty, from the time the Secured Party first
      demands payment of this Guaranty at a rate equal to the highest rate applicable
      to any of the Obligations after the earlier of (i) demand, or (ii) maturity,
      or
      (iii) the occurrence of any event of default under any instrument, document
      or
      agreement evidencing the Obligations (but in no event higher than the highest
      rate of interest which under the circumstances may be charged under applicable
      law).  

     

    1.6 Costs
      and Expenses.
      Without
      limiting any obligation of any Guarantor hereunder, each Guarantor agrees,
      jointly and severally, to pay all reasonable fees and costs (including, without
      limitation, reasonable attorneys’ fees and expenses, whether or not involving
      litigation and/or appellate or bankruptcy proceedings) incurred by Secured
      Party
      in (i) collecting or securing or attempting to collect or secure this Guaranty
      or each Secured Convertible Debenture; (ii) defending or prosecuting any actions
      or proceedings arising out of or relating to the Secured Party’s transactions
      with the Guarantors.

     

    1.7 Indemnification. For
      said
      good and valuable consideration, the Guarantors also shall indemnify, defend,
      and hold the Secured Party, or any agent, employee, officer, attorney, or
      representative of the Secured Party, harmless of and from any claim brought
      or
      threatened against the Secured Party or any such person so indemnified by:
      any
      Guarantor; any other obligor or endorser of the Obligations; or any other person
      (as well as from attorneys’ fees and expenses in connection therewith) on
      account of the Secured Party’s relationship with the Guarantors; or any other
      obligor or endorser of the Obligations (each of which may be defended,
      compromised, settled, or pursued by the Secured Party with counsel of the
      Secured Party’s selection, but at the expense of the undersigned). 

     

    SECTION
      2 Additional
      Guarantors.

     

    Pursuant
      to Section 6.12 of the Security Agreement, each subsidiary of the Guarantors
      that is formed or acquired after the execution of this Guaranty is required
      to
      execute the Guaranty. Such subsidiary shall become a Guarantor hereunder with
      the same force and effect as if originally named as a Guarantor herein. The
      execution and delivery of any instrument adding an additional Guarantor as
      a
      party to this Guaranty shall not require the consent of any other Guarantor
      hereunder. The rights and obligations of each Guarantor hereunder shall remain
      in full force and effect notwithstanding the addition of any new Guarantor
      as a
      party to this Guaranty.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    SECTION
      3 Representations
      and Warranties.

     

    Each
      Guarantor hereby represents and warrants to the Secured Party as follows:


     

    (a) each
      Guarantor has full power, right and authority to enter into and perform its
      obligations under this Guaranty, and this Guaranty has been duly executed and
      delivered by each Guarantor and constitutes the valid and binding obligation
      of
      each Guarantor and is enforceable against each Guarantor in accordance with
      its
      terms. 

     

    (b) No
      permits, approvals or consents of or notifications to (a) any governmental
      entities, or (b) any other persons or entities are necessary in connection
      with
      the execution, delivery and performance by any Guarantor of this Guaranty and
      the consummation by each Guarantor of the transactions contemplated hereby.
      

     

    (c) Neither
      the execution and delivery of this Guaranty by any Guarantor nor the performance
      by them of the transactions contemplated hereby will:

     

    (i) violate
      or conflict with or result in a breach of any provision of any law, statute,
      rule, regulation, order, permit, judgment, ruling, injunction, decree or other
      decision of any court or other tribunal or any governmental entity or agency
      binding on a Guarantor or his properties, or conflict with or cause an event
      of
      default under any contract or agreement of a Guarantor; or

     

    (ii) require
      any authorization, consent, approval, exemption or other action by or notice
      to
      any court, administrative or governmental body, person, entity or any other
      third party.

     

    (d) Each
      of
      the Guarantors is solvent, able to pay its debts as they mature, has capital
      sufficient to carry on its business, and the fair present saleable value of
      its
      assets, calculated on a going concern basis, is in excess of the amount of
      its
      liabilities.

     

    (e) Except
      as
      set forth on Schedule
      3(e),
      the
      Guarantors have no pending or threatened litigation, arbitration, actions or
      proceedings which if adversely decided could reasonably be expected to result
      in
      a Material Adverse Effect, individually or in the aggregate.

     

    SECTION
      4. Event
      of Default.

     

    (a) For
      purposes of this Guaranty, an event of default shall be deemed to have occurred
      upon (i) the failure of any Guarantor to abide by the terms and conditions
      of
      this Guaranty; or (ii) an Event of Default occurs and is continuing under under
      the Security Agreement or any other Transaction Document. 

     

    (b) Upon
      an
      event of default, all of the obligations of each Guarantor hereunder shall
      be
      immediately due and payable without any action on the part of the Secured Party,
      and the Secured Party shall be entitled to seek and institute any and all
      remedies available to it. 

     

    
      
        
        

      

      
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    SECTION
      5 Remedies,
      Other Obligations, Breaches and Injunctive Relief. 

     

    (a) No
      remedy
      conferred under this Guaranty upon the Secured Party is intended to be exclusive
      of any other remedy available to the Secured Party, pursuant to the terms of
      this Guaranty or otherwise, at law or in equity (including a decree of specific
      performance and/or other injunctive relief). No single or partial exercise
      by
      the Secured Party of any right, power or remedy hereunder shall preclude any
      other or further exercise thereof. 

     

    (b) The
      failure of the Secured Party to exercise any right or remedy under this Guaranty
      or otherwise, or delay in exercising such right or remedy, shall not operate
      as
      a waiver thereof. 

     

    (c) Every
      right and remedy of the Guarantors under any document executed in connection
      with this transaction, including but not limited to this Guaranty or any other
      Transaction Documents or under applicable law may be exercised from time to
      time
      and as often as may be deemed expedient by the Secured Party. 

     

    (d) The
      Guarantors acknowledge that a breach by a Guarantor of its/his obligations
      hereunder will cause irreparable harm to the Secured Party and that the remedy
      at law for any such breach may be inadequate. The Guarantors therefore agree
      that, in the event of any such breach or threatened breach by the Guarantors,
      the Secured Party shall be entitled, in addition to all other available
      remedies, to an injunction restraining any breach, and specific performance
      without the necessity of showing economic loss and without any bond or other
      security being required. Nothing herein shall limit Secured Party’s right to
      pursue actual damages for any failure by a Guarantor to comply with the terms
      of
      this Guaranty.

     

    SECTION
      6 Maximum
      Liability.

     

    Notwithstanding
      any provision herein contained to the contrary, each Guarantor's liability
      under
      this Guaranty shall be limited to an amount not to exceed as of any date of
      determination the amount which could be claimed by any Secured Party from such
      Guarantor under this Guaranty without rendering such claim voidable or avoidable
      under Section 548 of the Bankruptcy Code (11
      U.S.C.
§§ 101 et
      seq.)
      or
      under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent
      Conveyance Act or similar statute or common law (the “Avoidance
      Provisions”)
      after
      taking into account, among other things, such Guarantor’s right of contribution
      and indemnification from each other Guarantor, if any. To the end set forth
      above, but only to the extent that the Obligations of a Guarantor hereunder
      (the
“Guaranty
      Obligations”)
      would
      otherwise be subject to avoidance under the Avoidance Provisions, if such
      Guarantor is not deemed to have received valuable consideration, fair value,
      fair consideration or reasonably equivalent value for the Guaranty Obligations,
      or if the Guaranty Obligations would render such Guarantor insolvent, or leave
      such Guarantor with an unreasonably small capital to conduct its business,
      or
      cause such Guarantor to have incurred debts (or to have intended to have
      incurred debts) beyond its ability to pay such debts as they mature, in each
      case as of the time any of the Guaranty Obligations is deemed to have been
      incurred for the purposes of the Avoidance Provisions, the maximum Guaranty
      Obligations for which such Guarantor shall be liable hereunder shall be reduced
      to that amount which, after giving effect thereto, would not cause the Guaranty
      Obligations as so reduced, to be subject to avoidance under the Avoidance
      Provisions.

     

    
      
        
        

      

      
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    SECTION
      7 Miscellaneous.

     

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

     

    
      	
              If
                to any Guarantor:

            	 	
              c/o
                MobilePro Corp.

              6701
                Democracy Blvd., Suite 202

              Bethesda,
                MD 20817

              Attn:
                Jay. O. Wright, Chief Executive Officer

              Telephone:
                (301)-571-3476

              Facsimile:
                (301)-315-9027

            
	 	 	 
	
              With
                a copy to:

            	 	
              Seyfarth
                Shaw LLP

              815
                Connecticut Avenue, N.W.

              Suite
                500

              Washington,
                D.C. 20006-4004

              Attn:
                Ernest M. Stern, Esq.

              Telephone:
                (202)-828-5360

              Facsimile:
                (202) 828-5393

            
	 	 	 
	
              If
                to Secured Party:

            	 	
              YA
                Global Investments, L.P.

              101
                Hudson Street-Suite 3700

              Jersey
                City, New Jersey 07302

              Attention:
                Mark Angelo

              Portfolio
                Manager

              Telephone:
                (201) 985-8300

              Facsimile:
                (201) 985-8266

            
	 	 	 
	
              With
                Copies to:

            	 	
              Troy
                Rillo, Esq.

              101
                Hudson Street - Suite 3700

              Jersey
                City, New Jersey 07302

              Telephone:
                (201) 985-8300

              Facsimile:
                (201) 985-1964

            


    

    


    or
      at
      such other address and/or facsimile number and/or to the attention of such
      other
      person as the recipient party has specified by written notice given to each
      other party five (5) trading days prior to the effectiveness of such change.
      Written confirmation of receipt (A) given by the recipient of such notice,
      consent, waiver or other communication, (B) mechanically or electronically
      generated by the sender’s facsimile machine containing the time, date, recipient
      facsimile number and an image of the first page of such transmission or (C)
      provided by a nationally recognized overnight delivery service, shall be
      rebuttable evidence of personal service, receipt by facsimile or receipt from
      a
      nationally recognized overnight delivery service in accordance with clause
      (i),
      (ii) or (iii) above, respectively.

     

    
      
        
        

      

      
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    7.2 Waiver
      of Presentment.
      To the
      fullest extent permitted by law and except as otherwise provided herein, the
      Guarantors waive demand, presentment, protest, notice of dishonor, suit against
      or joinder of any other person, and all other requirements necessary to charge
      or hold each Guarantor liable with respect to this Guaranty.

     

    7.3 Severability.
      If any
      provision of this Guaranty is, for any reason, invalid or unenforceable, the
      remaining provisions of this Guaranty will nevertheless be valid and enforceable
      and will remain in full force and effect. Any provision of this Guaranty 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.

     

    7.4 Amendment
      and Waiver.
      This
      Guaranty may be amended, or any provision of this Guaranty 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 Guaranty shall not operate or be construed as a waiver of any other
      breach.

     

    7.5 Headings.
      The
      subject headings of Articles and Sections of this Guaranty are included for
      purposes of convenience only and shall not affect the construction or
      interpretation of any of its provisions.

     

    7.6 Assignment.
      This
      Guaranty will be binding upon and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns, but will not be assignable
      or
      delegable by the Guarantors. Except as otherwise provided herein, this Guaranty
      shall bind and inure to the benefit of and be enforceable by the parties and
      their permitted successors and assigns.

     

    7.7 Further
      Assurances.
      Each
      party will execute all documents and take such other actions as the other
      parties may reasonably request in order to consummate the transactions provided
      for herein and to accomplish the purposes of this Guaranty.

     

    7.8 Third
      Parties.
      Nothing
      herein expressed or implied is intended or shall be construed to confer upon
      or
      give to any person or entity, other than the stated beneficiaries of this
      Guaranty and their respective permitted successors and assigns, any rights
      or
      remedies under or by reason of this Guaranty.

     

    7.9 Liability
      of Guarantors.
      Notwithstanding any provision herein, the Guarantors, 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 Guarantors or of any of
      them).

     

    7.10 No
      Strict Construction.
      The
      language used in this Guaranty will be deemed to be the language chosen by
      the
      parties hereto to express their mutual intent, and no rule of strict
      construction will be applied against any party hereto.

     

    
      
        
        

      

      
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    7.11 Governing
      Law; Jurisdiction.
      This
      Guaranty shall be governed by and interpreted 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, 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 Collateral and/or the Guarantors in any other jurisdiction in which
      the
      Collateral and/or the Guarantors may be located. Each party hereby irrevocably
      waives personal service of process and consents to process being served in
      any
      such suit, action or proceeding by mailing a copy thereof to such party at
      the
      address for such notices to it under this Guaranty and agrees that such service
      shall constitute good and sufficient service of process and notice thereof.
      Nothing contained herein shall be deemed to limit in any way any right to serve
      process in any manner permitted by law.

     

    7.12 Waiver
      of Jury Trial.
      AS A
      MATERIAL INDUCEMENT FOR THE SECURED PARTY TO MAKE FINANCIAL ACCOMMODATIONS
      TO
      THE COMPANY OR ANY GUARANTOR, EACH GUARANTOR 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 GUARANTY AND/OR ANY AND ALL
      OF
      THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

     

    7.13 Counterparts;
      Facsimile Signatures.
      This
      Guaranty may be executed and delivered by exchange of facsimile signatures
      of
      the Secured Party and the Guarantors, and those signatures need not be affixed
      to the same copy. This Guaranty may be executed in any number of
      counterparts.

     

    7.14 Entire
      Agreement.
      This
      Guaranty (including the recitals hereto) 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.

     

    7.15 Collateral.
      The
      Guarantors’ obligations to the Secured Party hereunder shall be secured by all
      collateral heretofore or hereafter granted to the Secured Party by the
      Guarantors, whether in connection with this Guaranty or otherwise, including,
      without limitation, all collateral granted to the Secured Party pursuant to
      the
      Security Agreement or the Pledge Agreement.

     

    7.16 Existing
      Guaranty.
      The
      Guaranty is intended to be supplemental to, and not in limitation of, any
      existing guaranty in favor of the Secured Party to secure the Obligations,
      whether under the Prior Debt Documents or otherwise. All such existing guaranty,
      and any rights of the Secured Party in connection therewith, shall remain in
      full force and effect in accordance with their respective terms, provided,
      however,
      that in
      the event of a conflict between the terms of this Agreement and of any such
      prior guaranty, or the documents evidencing the same, the terms of this
      Agreement shall control.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      each
      Guarantor has caused this Global Guaranty Agreement to be signed as of the
      date
      first written above.

     

    
      	
              Guarantors:

               

              MOBILEPRO
                CORP., a Delaware corporation

            	 	
               

              PROGAMES
                NETWORK, INC., a Delaware corporation

            
	 	 	 
	
              By:

            	/s/
              Jay Wright 	 	
              By:

            	/s/
              Jay Wright 
	
              Name: 
                Jay Wright 

              Title:  
                 Chairman and CEO

            	 	
              Name: 
                Jay Wright 

              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 

              Title:   
                Secretary

            	 	
              Name: 
                Tammy Martin 

              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 

              Title:   
                Secretary

            	 	
              Name: 
                Tammy Martin 

              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 

              Title:   
                Secretary

            	 	
              Name: 
                Tammy Martin 

              Title:   
                Secretary

            
	 	 	 
	
              DAVEL
                COMMUNICATIONS, INC., a Delaware corporation

            	 	
              CLOSECALLAMERICA,
                INC., a Delaware corporation

            
	 	 	 	 	 
	
              By:

            	/s/
              Tammy Martin 	 	
              By:

            	/s/
              Doug Bethell 
	
              Name: 
                Tammy Martin 

              Title:   
                Secretary

            	 	
              Name: 
                Doug Bethell 

              Title:   
                President

            


    

     

    
      [Guaranty
        Agreement Signature Page]

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              AMERICAN
                FIBER NETWORK, INC., a Delaware corporation

            
	 	 	 	 
	 	 	
              By:

            	/s/
              Doug Bethell 
	 	 	
              Name: 
                Doug Bethell

              Title:   
                President

            


    

     

    
      [Guaranty
        Agreement Signature Page]

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

    (Subsidiaries
      and Affiliates)

    


    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

    Davel
      Acquisition Corp., a Delaware corporation

    Davel
      Communications, Inc., a Delaware corporation

    CloseCall
      America, Inc., a Delaware corporation

    American
      Fiber Network, Inc., a Delaware corporation

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      3(e)

    (Litigation)

     

    [to
      be
      attached]