Exhibit
      10.1


    AMENDMENT
      NO. 1 TO PROMISSORY NOTE 

    


    This
      Amendment No. 1 to Promissory Note (this “Amendment”)
      is
      made as of January 3, 2008 to the Promissory Note (the “Note”)
      issued
      under the Purchase Agreement dated June 29, 2007 (the “Purchase
      Agreement”)
      by and
      between United Systems Access, Inc., doing business as U.S.A. Telephone
      (“USA
      Telephone”),
      and
      Mobilepro Corp. (the “Company”)
      for a
      loan by the Company in the principal amount of $2,000,000. Capitalized terms
      not
      defined herein shall have the meaning ascribed to them in the Purchase
      Agreement.

     

    WHEREAS,
      the
      Note was due and payable upon the earlier of January 1, 2008 or the Second
      Closing; and

    


    WHEREAS,
      USA
      Telephone has informed the Company that it cannot make the $2,000,000 Note
      payment on January 1, 2008 but intends to pay $500,000 no later than January
      4,
      2008, $500,000 no later than January 11, 2008 and the remaining $1,000,000
      on or
      before the earlier of March 31, 2008 or the Second Closing; and

    


    WHEREAS,
      the
      parties to this Agreement desire to amend the Note to allow additional time
      for
      USA Telephone to pay the principal amount of the Note in full.

    


    NOW
      THEREFORE,
      in
      consideration of the foregoing, and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

    


    Section
      1. Amendment
      of the Note.
      The terms
      of the
      Note are hereby amended as follows:

    


    USA
      Telephone shall pay $2,000,000 as follows: $500,000 no later than January 4,
      2008, $500,000 no later than January 11, 2008 and $1,000,000 at the earlier
      of
      March 31, 2008 or the Second Closing. Interest payments shall be due on the
      unpaid principal balance outstanding from time to time on this Note after
      January 3, 2008 until paid in full at a rate of 7.75% per annum (computed on
      the
      basis of the actual number of days elapsed in a 360 day year). If the $500,000
      payments due on January 4, 2008 and January 11, 2008, respectively, and the
      $1,000,000 payment due the earlier of March 31, 2008 or the Second Closing
      are
      not paid by such dates, then this Note shall be in default with respect to
      such
      amounts as are due and owing and the interest rate on the unpaid principal
      that
      is due and owing shall immediately become 12% per annum. All payments shall
      be
      in lawful money of the United States in immediately available funds.


    


    Section
      2. Effect
      of Amendment.
      Except
      as amended hereby, the Note shall continue in full force and effect and its
      terms are incorporated herein by this reference.

    


    Section
      3. Governing Law.
      This
      Amendment shall be governed by and construed under the laws of the State of
      Maine.  

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      4. Titles and Subtitles.
      The
      titles of the sections and subtiles of this Amendment are for convenience of
      reference only and are not to be considered in construing this
      Amendment.

    


    Section
      5. Counterparts.
      This
      Amendment may be executed in counterparts, each of which shall be deemed an
      original, and all of which shall constitute one and the same
      instrument.

     

    


    


    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed
      as
      of the date first set forth above.

     

    
      	 	 	 
	 	MOBILEPRO
              CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Jay O. Wright
	 	
              
Name:
              Jay O. Wright
	 	Title:  
              CEO



      	 	 	 
	 	UNITED
              SYSTEMS ACCESS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ L. William Fogg
	 	
              
Name:
              L. William Fogg
	 	Title:  
              Chief Executive Officer


    

     

     

    


     

    Signature
      Page to Amendment No. 1 to Promissory Note

     

    
      
        
        

      

      
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