Exhibit
      10.1


    


    
      

      

    

    


    
      
        

      



    ASSET
      PURCHASE AGREEMENT

     

    
      
 

    dated
      as of December 29, 2006

     

    among

     

    TELECOMMUNICATION
      SYSTEMS, INC.

     

    AS
      SELLER,

     

    MOBILEPRO
      CORP.,

     

    and

     

    CLOSECALL
      AMERICA, INC., 

     

    A
      WHOLLY-OWNED SUBSIDIARY OF MOBILEPRO CORP.,

     

    AS
      BUYER

    


    


    
      

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Table
      of Contents

    

      
        	
                ARTICLE
                  1 Definitions

              	
                1

              
	
                1.1
                  Certain Defined Terms.

              	
                1

              
	
                ARTICLE
                  2 Purchase of Assets and Assumption of liabilities

              	
                6

              
	
                2.1
                  Agreement to Sell and Purchase

              	
                6

              
	
                2.2
                  Assumption and Exclusion of Liabilities.

              	
                6

              
	
                2.3
                  Purchase Price; Allocation of Purchase Price

              	
                6

              
	
                2.4
                  Tax Allocation

              	
                7

              
	
                2.5
                  Restricted Nature of Common Shares

              	
                7

              
	
                ARTICLE
                  3 Closing

              	
                8

              
	
                3.1
                  Time and Place

              	
                8

              
	
                3.2
                  Deliveries by Seller to Buyer

              	
                8

              
	
                3.3
                  Deliveries by Buyer to Seller

              	
                9

              
	
                ARTICLE
                  4 Representations and Warranties of Seller

              	
                11

              
	
                4.1
                  Corporate Existence and Authority

              	
                11

              
	
                4.2
                  Corporate Authorization

              	
                11

              
	
                4.3
                  Governmental Authorization

              	
                11

              
	
                4.4
                  No Conflict

              	
                11

              
	
                4.5
                  Consents and Approvals

              	
                12

              
	
                4.6
                  Title to and Condition of Purchased Assets

              	
                12

              
	
                4.7
                  Accounts Receivable

              	
                12

              
	
                4.8
                  Full Force and Effect

              	
                12

              
	
                4.9
                  Litigation

              	
                12

              
	
                4.10
                  Tax Matters

              	
                13

              
	
                4.11
                  Compliance with Laws

              	
                13

              
	
                4.12
                  Intellectual Property.

              	
                13

              
	
                4.13
                  Product Warranties; Defects

              	
                14

              
	
                4.14
                  Assigned Contracts.

              	
                14

              
	
                4.15
                  No Oral Amendments to Assigned Contracts

              	
                14

              
	
                4.16
                  No Bankruptcy

              	
                14

              
	
                4.17
                  Authorized Sales Channels

              	
                15

              
	
                4.18
                  No Brokers

              	
                15

              
	
                4.19
                  Full Disclosure

              	
                15

              
	
                ARTICLE
                  5 Representations and Warranties of Buyer

              	
                15

              
	
                5.1
                  Organization and Good Standing

              	
                15

              
	
                5.2
                  Authorization of Transaction

              	
                15

              
	
                5.3
                  No Conflict

              	
                16

              
	
                5.4
                  Authorization of Common Shares

              	
                16

              
	
                5.5
                  Consents and Approvals

              	
                16

              
	
                5.6
                  No Brokers

              	
                16

              
	
                5.7
                  Litigation

              	
                16

              
	
                5.8
                  Filings, Consents and Approvals

              	
                16

              
	
                5.9
                  SEC Reports; Financial Statements

              	
                17

              
	
                5.10
                  Private Placement.

              	
                17

              
	
                5.11
                  Form S-3 Eligibility

              	
                17

              
	
                ARTICLE
                  6 Additional Covenants

              	
                18

              
	
                6.1
                  Books and Records

              	
                18

              


      

       

      
        
           

        

        
          (i)

          
            

          

        

        
           

        

      

       

      
        	
                6.2
                  Confidentiality

              	
                18

              
	
                6.3
                  Regulatory and Other Authorizations; Consents.

              	
                18

              
	
                6.4
                  Further Actions

              	
                19

              
	
                6.5
                  Furnishing of Outstanding Business Proposals

              	
                19

              
	
                6.6
                  Non-Solicitation.

              	
                19

              
	
                6.7
                  Adjustments in Purchase Price

              	
                19

              
	
                ARTICLE
                  7 Tax Matters

              	
                20

              
	
                7.1
                  Taxes Related to Sale of Purchased Assets

              	
                20

              
	
                7.2
                  Other Taxes

              	
                20

              
	
                ARTICLE
                  8 Conditions To the Closing

              	
                21

              
	
                8.1
                  Conditions to Obligations of Seller

              	
                21

              
	
                8.2
                  Conditions to Obligations of Buyer

              	
                21

              
	
                ARTICLE
                  9 post-closing covenants of Seller

              	
                23

              
	
                9.1
                  No Transfer

              	
                23

              
	
                9.2
                  Payments to Buyer

              	
                23

              
	
                9.3
                  Customer and Other Business Relationships

              	
                23

              
	
                ARTICLE
                  10 Additional Post-Closing Agreements

              	
                24

              
	
                10.1
                  Reports Regarding Revenue Sharing Payments

              	
                24

              
	
                10.2
                  Collection of Accounts Receivable

              	
                24

              
	
                10.3
                  Audit Right

              	
                24

              
	
                10.4
                  Resolution of Disputes Regarding Revenue Sharing Payments.

              	
                24

              
	
                ARTICLE
                  11 Indemnification

              	
                25

              
	
                11.1
                  Loss Defined; Indemnitees

              	
                25

              
	
                11.2
                  Indemnification by Seller

              	
                25

              
	
                11.3
                  Indemnification by Buyer

              	
                26

              
	
                11.4
                  Procedures for Indemnification

              	
                26

              
	
                11.5
                  Limitations on Indemnification.

              	
                27

              
	
                ARTICLE
                  12 General Provisions

              	
                28

              
	
                12.1
                  Notices

              	
                28

              
	
                12.2
                  Expenses

              	
                29

              
	
                12.3
                  Entire Agreement

              	
                29

              
	
                12.4
                  Amendment/Waiver

              	
                29

              
	
                12.5
                  Public Announcements

              	
                29

              
	
                12.6
                  No Third-Party Beneficiaries

              	
                30

              
	
                12.7
                  Assignment

              	
                30

              
	
                12.8
                  Governing Law

              	
                30

              
	
                12.9
                  Consent to Jurisdiction

              	
                30

              
	
                12.10
                  Headings; Interpretation

              	
                31

              
	
                12.11
                  Construction

              	
                31

              
	
                12.12
                  Counterparts

              	
                31

              
	
                12.13
                  Severability

              	
                31

              
	
                12.14
                  Attorneys’ Fees

              	
                31

              
	
                12.15
                  Specific Performance

              	
                31

              
	
                12.16
                  Confidentiality

              	
                31

              


      

    

     

    
      
         

      

      
        (ii)

        
          

        

      

      
         

      

    

     

    Index
      of Schedules and Exhibits

     

    Seller
      Disclosure Schedule

     

    Exhibit
      A
      - Assigned Contracts

     

    Exhibit
      B
      - Accounts Payable as of November 30, 2006

     

    Exhibit
      C
      - Bill of Sale

     

    Exhibit
      D
      - Assumption Agreement

     

    Exhibit
      E
      - Transition Services Agreement

     

    Exhibit
      F
      - Registration Rights Agreement

     

    
      
         

      

      
        (iii)

        
          

        

      

      
         

      

    

     

    ASSET
      PURCHASE AGREEMENT

     

    This
      ASSET PURCHASE AGREEMENT (this “Agreement”),
      is made
      and entered into as of December 29, 2006 (the “Execution
      Date”),
      by
      and among TeleCommunication Systems, Inc., a Maryland corporation (“Seller”),
      Mobilepro Corp., a Delaware corporation (“Mobilepro”),
      and
      CloseCall America, Inc., a Maryland corporation and wholly-owned subsidiary
      of
      Mobilepro (“Buyer”).

     

    RECITALS

     

    WHEREAS,
      Seller is engaged in the business of providing connectivity services including
      wireless and data communication technologies to government, business and
      residential customers; and

     

    WHEREAS,
      Buyer desires to purchase from Seller, and Seller desires to sell and assign
      to
      Buyer certain assets related to the Business on the terms and conditions set
      forth in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the facts recited above and the mutual agreements
      set forth herein, the parties hereby agree as follows:

     

    ARTICLE
      1


     

    Definitions

     

    1.1   Certain
      Defined Terms.

     

    “Accounts
      Receivable”
means
      the accounts receivable related to Seller’s mobeo business as of the Effective
      Time. By way of example, set forth on the AR Schedule provided pursuant to
      Section 4.7
      are the
      accounts receivable related to Seller’s mobeo business as of November 30,
      2006.

     

    “Affiliate” means,
      with respect to any specified person, any other person that directly or
      indirectly controls, is controlled by, or is under common control with, such
      specified person (where, for purposes of this definition “control” (including
      the terms “controlled by” and “under common control with”) means the possession,
      directly or indirectly, of the power to direct or cause the direction of the
      management policies of a person, whether through the ownership of stock, as
      an
      officer, director, trustee or executor, by contract or otherwise).

     

    “Ancillary
      Agreement”
has
      the
      meaning set forth in Section 4.2.

     

    “AR
      Schedule”
has
      the
      meaning set forth in Section 4.7.

     

    “Assigned
      Contract”
means
      the Contracts listed on Exhibit
      A
      attached
      hereto.

     

    “Assigned
      Customer”
means
      a
      customer under an Assigned Contract who is currently receiving telecommunication
      services from Seller, including all Verizon wireless customers and all Research
      In Motion customers.

     

    “Assumption
      Agreement”
has
      the
      meaning set forth in Section 3.2.2.

     

    “Assumed
      Accounts Payable”
means
      the accounts payable to Verizon Wireless, Sprint and Research In Motion in
      connection with Seller’s mobeo business as of the Effective Time. By way of
      example, set forth on Exhibit
      B
      are the
      accounts payable to said vendors in connection with Seller’s mobeo business as
      of November 30, 2006.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Assumed
      Liabilities”
has
      the
      meaning set forth in Section 2.2.1.

     

    “Bill
      of Sale”
has
      the
      meaning set forth in Section 3.2.1.

     

    “Business
      Records”
means,
      to the extent they are reasonably available, all of Seller’s marketing and sales
      information, promotional materials, including customer pricing, marketing plans,
      current and former customer lists, and all other files and records (or
      applicable portions thereof) related to the Assigned Contracts and
      Inventory.

     

    “Change
      of Control”
has
      the
      meaning set forth in Section 2.3.2.

     

    “Closing”
      and “Closing Date”
has
      the
      respective meanings specified for such terms in 3.1.

     

    “Closing
      Date Statement of Assets and Liabilities”
has
      the
      meaning set forth in 3.2.3.

     

    “COBRA”
means
      the Consolidated Omnibus Budget Reconciliation Act of 1985, as
      amended.

     

    “Common
      Shares”
has
      the
      meaning set forth in Section 2.3.1.

     

    “Confidential
      Information”
has
      the
      meaning set forth in Section 6.2.

     

    “Contract”
shall
      mean any written, oral, implied or other agreement, contract, understanding,
      arrangement, instrument, note, guaranty, indemnity, representation, warranty,
      deed, assignment, power of attorney, certificate, purchase order, work order,
      insurance policy, benefit plan, commitment, covenant, assurance or undertaking
      of any nature.

     

    “Documentation”
means,
      collectively, all user guides, manuals, instructions, layouts, and any other
      designs, plans, drawings, documentation or materials that are related in any
      manner to any Intellectual Property Rights, whether in tangible or intangible
      form pertaining to the Purchased Assets.

     

    “Effective
      Time”
means
      January 1, 2007 at 12:01 a.m. Eastern Standard Time.

     

    “Encumbrance” means
      any
      pledge, lien, collateral assignment, security interest, mortgage, title
      retention, conditional sale or other security arrangement, or any charge,
      adverse claim of title, ownership or right to use, or any other encumbrance
      of
      any kind whatsoever.

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended, and the rulings
      and regulations promulgated thereunder.

     

    “Excluded
      Assets”
means
      any asset or property of Seller not expressly included among the Purchased
      Assets, including, but not limited to, all fixed assets of the Seller, including
      the billing system procured from Ushacomm.

     

    
      
         

      

      
        -
          2
          -

        
          

        

      

      
         

      

    

     

    “Excluded
      Liabilities”
means
      any and all Liabilities of Seller (whether now existing or hereafter arising)
      other
      than the
      Assumed Liabilities. By way of example and not by way of limitation, the
      Excluded Liabilities that are not being assumed by Buyer include, without
      limitation:

     

    (a)   any
      and
      all Taxes now or hereafter due and payable by Seller or any Affiliate of Seller
      (including without limitation any Taxes that Seller agrees to pay pursuant
      to
      Sections 7.1
      and
7.2);

     

    (b)   any
      and
      all Taxes attributable to any of the Purchased Assets that arose during any
      time
      period or portion thereof ending prior to the Closing;

     

    (c)   any
      and
      all Taxes attributable to Seller whenever such Taxes arose;

     

    (d)   any
      and
      all trade payables incurred or accrued by Seller at any time prior to the
      Closing;

     

    (e)   any
      and
      all Liabilities with respect to any environmental damage, or for any disposal,
      discharge or other use or treatment of any hazardous or toxic substance, under
      any and all laws and regulations relating to the environment or the regulation
      of any hazardous or toxic substances of any type;

     

    (f)   any
      and
      all Liabilities to Seller’s employees or contractors related to or arising from
      or with respect to any act or omission of Seller or arising from or with respect
      to any event, including without limitation any Liabilities to any of Seller’s
      employees for the payment of any and all wages and commissions or accrued and
      unused vacation time or for the reimbursement of any expenses incurred by
      Seller’s employees and any Liabilities to any of Seller’s contractors for any
      amounts due to them in connection with services provided to Seller that arose
      prior to the Closing;

     

    (g)   any
      and
      all Liabilities arising from the termination by Seller of the employment of
      any
      current or future employees of Seller or any of its Affiliates, any other claims
      brought against Seller arising from Seller’s employment of any person, or
      arising from any duties or obligations under any existing or future employee
      benefit plans of Seller or any of its Affiliates;

     

    (h)   any
      and
      all present or future obligations or Liabilities of Seller or any of its
      Affiliates to existing or future employees of Seller or any of its Affiliates
      under ERISA, COBRA, WARN or any severance pay obligations of Seller or any
      of
      its Affiliates;

     

    (i)   any
      and
      all Liabilities arising from any breach or default by Seller of any contract,
      agreement or commitment of Seller (including but not limited to any breach
      or
      default of any of the Assigned Contracts);

     

    (j)   any
      and
      all Liabilities now or hereafter arising from or with respect to, the sale
      or
      license of any products or services of, by or for Seller; and

     

    (k)   any
      and
      all Liabilities relating to or arising out of any of the Excluded Assets;
      and

     

    “GAAP”
means
      United States generally accepted accounting principles.

     

    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    

     

    “Gross
      Profit”
means
      Net Revenues collected plus the amortized portion of related hardware sales
      collected, less the sum of airtime plus the amortized portion of the related
      hardware costs. By way of example: Assume the following: (i) an Assigned
      Customer has monthly airtime charges of $45 and monthly taxes and USF fees
      of
      $5, (ii) Buyer’s cost of airtime for such Assigned Customer is $30 per month;
      and (iii) such Assigned Customer is under a one-year contract, and bought a
      handset for $60 (amortizes to $5 per month) that cost Buyer $120 (amortizes
      to
      $10 per month). Accordingly, (i) Net Revenues for such Assigned Customer would
      be $45 per month, and (ii) Gross Profit for such Assigned Customer would equal
      the sum of $45 (Net Revenues) plus $5 (amortized hardware sales), or $50 total
      monthly revenue, less the sum of $30 (airtime cost) plus $10 (amortized hardware
      cost), or $40 total cost of monthly revenue, yielding a monthly Gross Profit
      of
      $10. Once the handset subsidy is fully amortized, Gross Profit thereafter will
      be simply airtime revenue minus airtime cost.

     

    “Indemnified
      Party and Indemnifying Party”
has
      the
      meaning set forth in 11.3.

     

    “Independent
      Accounting Firm”
has
      the
      meaning set forth in Section 6.7.2.

     

    “Intellectual
      Property Rights” means,
      collectively, all of the intangible worldwide legal rights of Seller pertaining
      to the Purchased Assets, whether or not filed, perfected, registered or recorded
      including trademarks, service marks, trademark and service mark registrations
      and applications therefor, trade names, rights in trade dress and packaging
      and
      all goodwill associated with the same. The term “Intellectual Property Rights”
does not refer to tangibles or tangible embodiments of Intellectual Property
      Rights.

     

    “Internal
      Revenue Code” means
      the
      Internal Revenue Code of 1986, as amended, and the rulings and regulations
      promulgated thereunder.

     

    “Inventory”
means
      the inventory set forth in Section 1.1(d) of the Seller Disclosure
      Schedule.

     

    “Liabilities” means
      any
      and all debts, liabilities and obligations, whether accrued or fixed, absolute
      or contingent, matured or unmatured, determined or determinable, known or
      unknown, including, without limitation, those arising under any law, action
      or
      governmental order and those arising under any contract, agreement, arrangement,
      commitment or undertaking.

     

    “Loss”
has
      the
      meaning set forth in Section 11.1.

     

    “Mobilepro
      Common Stock”
means
      the common stock, $.001 par value per share, of Mobilepro.

     

    “Net
      Accounts Receivable Collected”
has
      the
      meaning set forth in Section 6.7.1.

     

    “Net
      Revenues”
means
      all revenues (as determined in accordance with GAAP) actually collected,
      excluding the taxes, fees and other charges relating to such revenues that
      are
      collected or withheld on behalf of any taxing or regulatory authority for
      billing periods commencing after January 1, 2007.

     

    “Person” means
      any
      individual, partnership, firm, corporation, association, trust, unincorporated
      organization or other entity.

     

    “Post-Closing
      Statement of Assets, Liabilities and Collections”
has
      the
      meaning set forth in Section 6.7.

     

    “Purchase
      Price Objection Notice”
has
      the
      meaning set forth in Section 6.7.2.

     

    
      
         

      

      
        -
          4
          -

        
          

        

      

      
         

      

    

     

    “Purchased
      Assets”
means
      all of Seller’s right, title and interest in and to the following:

     

    (a)   Documentation,
      if any;

     

    (b)   the
      Intellectual Property Rights used in connection with the Purchased Assets and
      listed in Section 1.1(b) of the Seller Disclosure Schedule, including rights
      of
      enforcement thereto;

     

    (c)   the
      Accounts Receivable, including without limitation, the right to collect, sue
      for
      and comprise;

     

    (d)   the
      Inventory;

     

    (e)   any
      and
      all copies in a tangible medium and other tangible embodiments of (i) the
      Documentation; and (ii) the Intellectual Property Rights;

     

    (f)   the
      Assigned Contracts;

     

    (g)   the
      Business Records;

     

    (h)   the
      original books and records (or where the originals are not available, copies
      of
      such books and records) related to the Purchased Assets, including without
      limitation, all credit records and billing records, whether such records are
      in
      hard copy form or are electronically or magnetically stored; and

     

    (i)   warranties
      which Seller has received from third parties with respect to the Purchased
      Assets, including, but not limited to, such warranties as are set forth in
      any
      lease agreement, equipment purchase agreement or consulting
      agreement.

     

    “Purchased
      Assets” does not include the Excluded Assets.

     

    “Purchase
      Price”
has
      the
      meaning set forth in Section 2.3.
      

     

    “Purchase
      Indemnities”
has
      the
      meaning set forth in Section 11.1.

     

    “Registration
      Rights Agreement”
has
      the
      meaning set forth in Section 3.2.10.

     

    “Required
      Consents”
means
      the authorization, consents, approvals, orders or filings with or notice to
      any
      court, governmental agency, instrumentality or authority, vendor or another
      entity or person, necessary for the execution and delivery of this Agreement
      and
      the Ancillary Agreements by Seller or the consummation by Seller of the
      transactions contemplated hereby or thereby as listed on Section 4.5
      of the
      Disclosure Schedule.

     

    “Revenue
      Sharing Payments”
has
      the
      meaning set forth in Section 2.3.1.

     

    “Securities
      Act”
has
      the
      meaning set forth in Section 2.5.

     

    “Seller’s
      Indemnitees”
has
      the
      meaning set forth in Section 11.1.

     

    “Tax” or
      “Taxes” means
      all
      federal, state and local taxes of any kind whatsoever (whether payable directly
      or by withholding), including but not limited to sales, use, excise, franchise,
      ad valorem, property, inventory, value added and payroll taxes, together with
      any interest and penalties, additions to tax or additional amounts with respect
      thereto, imposed by any taxing authority.

     

    “Third-Party
      Claim”
has
      the
      meaning set forth in Section 11.3.

     

    
      
         

      

      
        -
          5
          -

        
          

        

      

      
         

      

    

     

    “Transaction
      Taxes”
has
      the
      meaning set forth in Section 7.1.

     

    “Transition
      Services Agreement”
has
      the
      meaning set forth in Section 3.2.9.

     

    “VWAP”
means
      the volume weighted average price per share of Mobilepro Common Stock on the
      OTC
      Bulletin Board.

     

    “WARN”
means
      the Federal Worker Adjustment and Retraining Act.

     

    ARTICLE
      2

     

    Purchase
      of Assets and Assumption of liabilities

     

    2.1   Agreement
      to Sell and Purchase.
      Subject
      to the terms and conditions of this Agreement and in reliance on the
      representations, warranties and covenants set forth in this Agreement, effective
      as of the Effective Time Buyer shall purchase, and Seller shall sell, assign,
      transfer, convey and deliver to Buyer, the Purchased Assets, free and clear
      of
      all Encumbrances.

     

    2.2   Assumption
      and Exclusion of Liabilities. 

     

    2.2.1   Assumed
      Liabilities.
      Subject
      to the terms and conditions of this Agreement, effective as of the Effective
      Time Buyer shall assume and pay, perform and discharge when due the following,
      and only the following, Liabilities (whether now existing or hereafter arising)
      of Seller (collectively, the “Assumed
      Liabilities”):

     

    (a)   obligations
      and liabilities of Seller under the Assigned Contracts, but only to the extent
      that such obligations and liabilities first accrued or arose after the Effective
      Time for reasons other than any breach, violation or default by Seller of the
      terms of any of the Assigned Contracts;

     

    (b)   the
      Assumed Accounts Payable;

     

    (c)   any
      and
      all Taxes attributable to any of the Purchased Assets for any taxable period
      commencing after the Effective Time;

     

    (d)   any
      and
      all trade payables incurred or accrued by Buyer at any time after the Effective
      Time; and

     

    (e)   any
      and
      all Liabilities arising from any breach or default by Buyer of any Assigned
      Contract that arises after the Effective Time.

     

    2.2.2   Excluded
      Liabilities.
      As a
      material consideration and inducement to Buyer to enter into this Agreement,
      Seller will retain, and will be solely responsible for paying, performing and
      discharging when due, and Buyer will not assume or otherwise have any
      responsibility or liability for any Excluded Liabilities.

     

    2.3   Purchase
      Price; Allocation of Purchase Price.
      The
      purchase price (the “Purchase
      Price”)
      in the
      aggregate for all the Purchased Assets shall consist of the
      following:

     

    
      
         

      

      
        -
          6
          -

        
          

        

      

      
         

      

    

     

    2.3.1   Subject
      to Buyer’s right of offset set forth in Section 6.7,
      for a
      period of three years following the Effective Time, an amount equal to: (i)
      12.5% of the Net Revenue derived under the Assigned Contracts for airtime with
      respect to users with handsets as of the Effective Time and collected for
      periods commencing on or after the Effective Time; (ii) 3.3% of the Net Revenue
      collected from Assigned Customers with respect to sales of third party software;
      and (iii) 33.3% of the Gross Profit derived under the Assigned Contracts with
      respect to users without handsets as of the Effective Time and collected for
      periods commencing on or after the Effective Time (collectively, the
“Revenue
      Sharing Payments”),
      which
      Revenue Sharing Payments shall be due and payable on a quarterly basis on or
      before the 30th day following the last day of each fiscal quarter of Buyer
      ending during such three year period, commencing on April 30, 2007;
      and

     

    2.3.2   9,079,903
      shares of Mobilepro Common Stock, which number of shares is equal to $675,000
      divided by VWAP for the ten trading days prior to December 29, 2006 (the
“Common
      Shares”).

     

    2.3.3   Seller’s
      right to receive the Revenue Sharing Payments under this Section 2.3
      shall
      not be terminated, reduced or otherwise affected by a change in control of
      Mobilepro or Buyer resulting from any sale or other disposition of the capital
      stock of Mobilepro or Buyer, or the merger or consolidation of Mobilepro or
      Buyer resulting, directly or indirectly, in owning, directly or indirectly,
      less
      than a majority of the outstanding voting securities of Mobilepro or Buyer
      or
      any surviving corporation, or by sale or transfer of all or substantially all
      of
      the assets of any operating unit of Mobilepro or Buyer (each, a “Change
      of Control”),
      and
      prior to any Change of Control, Mobilepro and Buyer shall cause any such
      successor entity to agree to expressly assume the obligations under this Section
      2.3.
      No
      Change of Control shall relieve Mobilepro or Buyer of any of its obligations
      under this Agreement, including, but not limited to, this Section 2.3.

     

    2.3.4   For
      purposes of Section 2.3.1,
      with
      respect to any user with a handset as of the Effective Time who requests and
      is
      issued a replacement handset, whether due to breakage, upgrade or otherwise,
      Revenue Sharing Payments shall be calculated pursuant to clause (iii) of Section
      2.3.1
      and not
      clause (i) of Section 2.3.1.

     

    2.4   Tax
      Allocation.
      The
      parties hereto agree that the Purchase Price shall be allocated among the
      Purchased Assets in accordance with the fair market value of each which shall
      be
      determined in good faith by Buyer within sixty (60) days after the Closing;
      and
      the parties hereto shall each act in a manner consistent with such determination
      in (i) filing Internal Revenue Form 8594, captioned “Asset Acquisition Statement
      under Section 1060”; (ii) paying sales and other transfer Taxes in connection
      with the purchase and sale of the Purchased Assets pursuant to this Agreement,
      except as required by a final determination of the relevant tax authorities;
      and
      (iii) for all other purposes.

     

    2.5   Restricted
      Nature of Common Shares.
      The
      issuance of the Common Shares will not have been registered, and upon issuance
      the Common Shares will be deemed to be “restricted securities” under federal
      securities laws and may not be resold without registration under or exemption
      from the Securities Act of 1933, as amended (the “Securities
      Act”).
      Each
      certificate representing the Common Shares will bear a legend in substantially
      the following form:

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR “BLUE SKY”
LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
      OR
      AN EXEMPTION THEREFROM UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR
      “BLUE SKY” LAWS AND AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE
      ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    
      
         

      

      
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    Buyer
      hereby acknowledges and agrees (i) that a standard opinion from DLA Piper (the
      “DLA
      Piper Opinion”)
      regarding the transfer of securities shall be sufficient for purposes of
      removing the legend set forth above and (ii) it will cooperate in connection
      with any and all sales of the Common Shares by Seller, including, but not
      limited to, by instructing its transfer agent to accept the DLA Piper Opinion
      and to act promptly to execute any documentation in connection with such sale
      and to promptly issue a stock certificate which does not bear such
      legend.

     

    ARTICLE
      3

     

    Closing 

     

    3.1   Time
      and Place.
      The
      Closing under this Agreement shall take place at the offices of Seyfarth Shaw
      LLP, 815 Connecticut Avenue, N.W., Suite 500, Washington, D.C. 2006 at 10:00
      a.m., local time, on the Closing Date, after the satisfaction or waiver of
      the
      conditions to Closing set forth in Section 8.1
      and
8.2
      (or by
      such other means, including a remote Closing wherein the relevant documents
      are
      delivered by means of facsimile, mail, courier or email) as Seller and Buyer
      may
      mutually agree.

     

    For
      purposes of this Agreement, the later of January 3, 2007 or the date on which
      all conditions to Closing have been satisfied or waived shall be known as the
      “Closing
      Date” and
      the
      actions taken on such date and at such time the “Closing.”

     

    3.2   Deliveries
      by Seller to Buyer.
      At the
      Closing, Seller shall deliver to Buyer:

     

    3.2.1   the
      Bill
      of Sale in substantially the form of Exhibit
      C
      attached
      hereto (the “Bill
      of Sale”),
      dated
      the Execution Date and duly executed by an authorized officer of Seller,
      transferring certain Purchased Assets to Buyer;

     

    3.2.2   the
      Assumption Agreement in substantially the form of Exhibit
      D
      attached
      hereto (the “Assumption
      Agreement”)
      dated
      the Execution Date and duly executed by an authorized officer of Seller
      transferring the Purchased Assets to Buyer;

     

    3.2.3   a
      statement of assets and liabilities representing the Purchased Assets and
      Assumed Liabilities as of November 30, 2006 prepared in a manner consistent
      with
      prior periods (the “Closing
      Date Statement of Assets and Liabilities”);

     

    3.2.4   a
      certificate, dated the Closing Date and executed on behalf of Seller by a duly
      authorized officer of Seller certifying that (i) each of the representations
      and
      warranties of Seller contained in this Agreement is true and correct in all
      material respects as of the Closing Date, with the same force and effect as
      if
      made as of the Closing Date (other than such representations and warranties
      that
      are expressly made as of another date), (ii) all covenants and agreements of
      Seller to be performed by it on or prior to the Closing under this Agreement
      have been performed, (iii) there will have not been any material adverse change
      in the Purchased Assets whether or not resulting from a breach in any
      representation, warranty or covenant in this Agreement and (iv) that the Closing
      Date Statement of Assets and Liabilities was prepared in a manner consistent
      with prior periods; 

     

    
      
         

      

      
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          8
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    3.2.5   all
      Business Records;

     

    3.2.6   a
      certificate of Seller’s Secretary (i) attaching copies of resolutions of the
      Board of Directors of Seller authorizing and approving the execution and
      delivery of the Agreement and Ancillary Agreements by Seller and the
      consummation by Seller of the transactions contemplated hereby and thereby,
      (ii)
      certifying that the officers of Seller executing this Agreement and the
      Ancillary Agreements have been duly elected and have the appropriate authority
      on behalf of Seller to enter into this Agreement and the Ancillary
      Agreements;

     

    3.2.7   the
      Required Consents indicated on Section 4.5
      of the
      Seller Disclosure Schedule as having been received as of the Closing
      Date;

     

    3.2.8   releases
      from any third party having an Encumbrance on any Purchased Assets (other than
      Permitted Encumbrances) or such other evidence of termination of such
      Encumbrance as is reasonably acceptable to Buyer;

     

    3.2.9   the
      Transition Services Agreement in substantially the form of Exhibit
      E
      attached
      hereto (the “Transition
      Services Agreement”),
      dated
      the Execution Date and duly executed by an authorized officer of
      Seller;

     

    3.2.10       
      the
      Registration Rights Agreement in substantially the form of Exhibit
      F
      attached
      hereto (the “Registration
      Rights Agreement”),
      dated
      the Closing Date and duly executed by an authorized officer of
      Seller;

     

    3.2.11        
      a
      certificate executed by a duly authorized officer of Seller certifying that
      no
      Taxes related to the Purchased Assets are in arrears; and

     

    3.2.12        
      such
      other documents and instruments as are reasonably required to be delivered
      to
      Buyer by Seller in order to effect the transactions contemplated by this
      Agreement.

     

    3.3   Deliveries
      by Buyer to Seller.
      At the
      Closing, Mobilepro
      and
      Buyer
      shall deliver to Seller the following: 

     

    3.3.1   the
      Purchase Price, payable in accordance with Sections 2.3,
      including, but not limited to, a stock certificate representing the Common
      Shares issued in the name of “TeleCommunication Systems, Inc.”;

     

    3.3.2   evidence
      reasonably satisfactory to Seller that the Common Shares have been duly
      authorized to be issued and delivered in accordance with Section 2.3;

     

    3.3.3   counterpart
      of the Assumption Agreement in substantially the form of Exhibit
      D,
      dated
      the Execution Date and duly executed by an authorized officer of Buyer assuming
      obligations of Seller under the Assumed Contracts arising after the Effective
      Time;

     

    
      
         

      

      
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          9
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    3.3.4    (a)   a
      certificate dated the Closing Date and executed by a duly authorized officer
      of
      Buyer, certifying (i) that the representations and warranties of Buyer contained
      herein are true and correct in all material respects as of the Closing Date,
      with the same force and effect as if made as of the Closing Date (other than
      such representations and warranties that are expressly made as of another date);
      and (ii) that all of the covenants and agreements to be performed by Buyer
      on or
      prior to the Closing under this Agreement have been performed; and

     

                                      
      (b)   a
      certificate dated the Closing Date and executed by a duly authorized officer
      of
      Mobilepro, certifying (i) that the representations and warranties of Mobilepro
      contained herein are true and correct in all material respects as of the Closing
      Date, with the same force and effect as if made as of the Closing Date (other
      than such representations and warranties that are expressly made as of another
      date); and (ii) that all of the covenants and agreements to be performed by
      Mobilepro on or prior to the Closing under this Agreement have been
      performed;

     

    3.3.5   (a) a
      certificate of Buyer’s Secretary (i) attaching copies of resolutions of the
      Board of Directors of Buyer authorizing and approving the execution and delivery
      of this Agreement and the Ancillary Agreements by Buyer and the consummation
      by
      Buyer of the transactions contemplated hereby and thereby and (ii) certifying
      that the officers of Buyer executing this Agreement and the Ancillary Agreements
      have been duly elected and have the appropriate authority on behalf of Buyer
      to
      enter into this Agreement and the Ancillary Agreements; and

     

                              
      (b) a
      certificate of Mobilepro’s Secretary (i) attaching copies of resolutions of the
      Board of Directors of Mobilepro authorizing and approving the execution and
      delivery of this Agreement and the Ancillary Agreements by Mobilepro and the
      consummation by Mobilepro of the transactions contemplated hereby and thereby
      and (ii) certifying that the officers of Mobilepro executing this Agreement
      and
      the Ancillary Agreements have been duly elected and have the appropriate
      authority on behalf of Mobilepro to enter into this Agreement and the Ancillary
      Agreements;

     

    3.3.6   counterpart
      of the Transition Services Agreement in substantially the form of Exhibit
      E,
      dated
      the Execution Date and duly executed by an authorized officer of
      Seller;

     

    3.3.7   the
      Registration Rights Agreement in substantially the form of Exhibit
      F,
      dated
      the Closing Date and duly executed by an authorized officer of Mobilepro;
      and

     

    3.3.8   such
      other documents and instruments as are reasonably required to be delivered
      to
      Seller by Buyer in order to effect the transactions contemplated by this
      Agreement in accordance with the terms and conditions hereof.

     

    
      
         

      

      
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          10
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    ARTICLE
      4

     

    Representations
      and Warranties of Seller

     

    Seller
      hereby represents and warrants to Buyer that, except as may be expressly
      otherwise set forth in Seller Disclosure Schedule delivered by Seller to Buyer
      simultaneously with the execution of this Agreement, each of the representations
      and warranties contained in the following sections of this ARTICLE
      4
      is true
      and correct as of the date hereof and will be true and correct on and as of
      the
      Closing Date.

     

    4.1   Corporate
      Existence and Authority.
      Seller
      is a corporation duly incorporated, validly existing and in good standing under
      the laws of the State of Maryland. Seller has all corporate power and authority
      required to carry on its business related to the Purchased Assets, to own or
      use
      the Purchased Assets, and to perform all obligations under the Assigned
      Contracts. 

     

    4.2   Corporate
      Authorization.
      Seller
      has all requisite corporate power and authority to enter into, execute, deliver
      and perform its obligations under this Agreement, the Bill of Sale, the
      Assumption Agreement, the Transition Services Agreement and the Registration
      Rights Agreement (the Bill of Sale, the Assumption Agreement, the Transition
      Services Agreement and the Registration Rights Agreement, together with all
      other assignments and documents that Seller is to execute and deliver pursuant
      to this Agreement being hereinafter collectively referred to as the
“Ancillary
      Agreements”)
      and to
      consummate the transactions contemplated hereby and thereby. The execution,
      delivery and performance by Seller of this Agreement and each of the Ancillary
      Agreements, and the sale of the Purchased Assets to Buyer, have been duly and
      validly approved and authorized by Seller’s Board of Directors.

     

    4.3   Governmental
      Authorization.
      No
      authorization, decree or order of any court, bankruptcy court, bankruptcy
      trustee, creditors’ committee, receiver, governmental authority or any other
      person is required in order to authorize or enable Seller to: (i) enter into
      this Agreement and the Ancillary Agreements; (ii) sell, assign, convey and
      transfer all the Purchased Assets to Buyer as contemplated by this Agreement;
      or
      (iii) to carry out and perform Seller’s obligations under this Agreement and the
      Ancillary Agreements. This Agreement has been, and at the Closing the Ancillary
      Agreements will be, duly and validly executed and delivered by Seller, and
      (assuming due authorization, execution and delivery by Buyer) this Agreement
      constitutes and, upon the execution of each of the Ancillary Agreements by
      the
      parties thereto, the Ancillary Agreements will constitute, legal, valid and
      binding obligations of Seller enforceable against Seller in accordance with
      their respective terms except (i) as limited by general equitable principles
      and
      applicable bankruptcy, insolvency, reorganization, moratorium and other laws
      of
      general application affecting enforcement of creditors’ rights generally, (ii)
      as limited by laws relating to the availability of specific performance,
      injunctive relief or other equitable remedies, and (iii) insofar as
      indemnification and contribution provisions may be limited by applicable
      law.

     

    4.4   No
      Conflict.
      The
      execution, delivery and performance of this Agreement and the Ancillary
      Agreements by Seller, do not and will not: (i) conflict with or violate the
      charter or Bylaws of Seller; (ii) conflict with or violate any law, rule,
      regulation, order, writ, judgment, injunction, decree, determination or award
      applicable to the Purchased Assets; (iii) result in any breach of, or constitute
      a default (or event which with the giving of notice or lapse of time, or both,
      would become a default) under, or give to others any rights of termination,
      rescission, amendment, acceleration or cancellation of, any of the Assigned
      Agreements or any material note, bond, mortgage, indenture, contract, agreement,
      lease, license, permit, franchise or other instrument relating to any of the
      Purchased Assets to which Seller is a party or is bound or by which any of
      the
      Purchased Assets are bound or affected; or (iv) result in the creation of any
      Encumbrance on any of the Purchased Assets.

     

    
      
         

      

      
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          11
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    4.5   Consents
      and Approvals.
      Except
      as set forth in Section 4.5
      of the
      Seller Disclosure Schedule, the execution and delivery of this Agreement and
      the
      Ancillary Agreements by Seller do not, and the performance of this Agreement
      and
      the Ancillary Agreements by Seller (including Seller’s assignment of any
      Assigned Contracts to Buyer) will not, require any consent, approval,
      authorization or other action by, or filing with or notification to, any third
      party, including but not limited to any governmental or regulatory
      authority.

     

    4.6   Title
      to and Condition of Purchased Assets.
      Seller
      owns all the Purchased Assets and Seller has good and marketable title in and
      to
      all the Purchased Assets, free and clear of all Encumbrances. None of the
      Purchased Assets is licensed from any third party and none of the Purchased
      Assets is licensed to any third party. All of the tangible personal property
      included in the Purchased Assets is conveyed in an “as is” condition. The
      transfer of the Purchased Assets from Seller to Buyer will not result in any
      Encumbrance.

     

    4.7   Accounts
      Receivable.
      The
      Accounts Receivable constitute valid receivables that arose from bona fide
      transactions in the ordinary course of business, consistent with past practices.
      A schedule of the Accounts Receivable as of November 30, 2006 is set forth
      in
      Section 4.7
      of the
      Seller Disclosure Schedule (the “AR
      Schedule”).
      Other
      than ordinary course adjustments not material in the aggregate and matters
      listed in the AR Schedule, (i) no counterclaims or offsetting claims with
      respect to presently outstanding Accounts Receivable are pending or, to the
      knowledge of Seller, threatened and (ii) subject to such amounts as are reserved
      for bad debts on the Closing Date Statement of Assets and Liabilities, such
      Accounts Receivable are fully collectible in their stated amount. Except as
      provided in AR Schedule, no agreements for deductions or discounts have been
      made with respect to any part of such Accounts Receivable.

     

    4.8   Full
      Force and Effect.
      Each
      Assigned Contract, permit, franchise or other instrument assigned to or assumed
      by Buyer pursuant to this Agreement or any of the Ancillary Agreements is in
      full force and is not subject to any breach or default thereunder by Seller
      or,
      to Seller’s knowledge, any other party thereto.

     

    4.9   Litigation.
      There
      is no claim, action, suit, investigation or proceeding of any nature pending
      or,
      to the knowledge of Seller, threatened, at law or in equity, by way of
      arbitration or before any court, governmental department, commission, board
      or
      agency that: (i) may adversely affect, contest or challenge Seller’s authority,
      right or ability to sell or convey any of the Purchased Assets to Buyer
      hereunder or otherwise perform Seller’s obligations under this Agreement or any
      of the Ancillary Agreements; (ii) challenges or contests Seller’s right, title
      or ownership of any of the Purchased Assets; (iii) asserts that any Purchased
      Asset, or any action taken by any employee or agent of Seller with respect
      to
      any Purchased Asset, infringes any Intellectual Property Rights of any third
      party or constitutes a misappropriation or misuse of any Intellectual Property
      Rights, trade secrets or proprietary rights of any party; (iv) seeks to enjoin,
      prevent or hinder the consummation of any of the transactions contemplated
      by
      this Agreement or the Ancillary Agreements; or (v) would impair or have a
      material adverse effect on Buyer’s right or ability to use or exploit any of the
      Purchased Assets or impair or have an adverse effect on the value of any
      Purchased Asset.

     

    
      
         

      

      
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    4.10   Tax
      Matters.
      Except
      as set forth in Section 4.10
      of the
      Seller’s Disclosure Schedule, no claim or other proceeding is pending or has
      been threatened against or with respect to the Seller in respect of any Tax
      that
      could give rise to an Encumbrance upon the Purchased Assets or otherwise be
      enforceable against a transferee of the Purchased Assets. Solely with respect
      to
      the Purchased Assets, there are no unsatisfied Liabilities for Taxes (including
      liabilities for interest, additions to tax and penalties thereon and related
      expenses) with respect to any notice of deficiency or similar document received
      by the Seller that could give rise to an Encumbrance upon the Purchased Assets
      or otherwise be enforceable against a transferee of the Purchased
      Assets.

     

    4.11   Compliance
      with Laws.
      Except
      where the failure would not impair or have a material adverse effect on Buyer’s
      right or ability to use or exploit any of the Purchased Assets or impair or
      have
      an adverse effect on the value of any Purchased Asset, Seller has complied
      with
      and has not received any notices of violation with respect to, any federal,
      state or local statute, law or regulation, applicable to any of the Purchased
      Assets, including without limitation (i) all applicable Tax laws and regulations
      with respect to consultants, (ii) the Export Administration Act and regulations
      promulgated thereunder and all other laws, regulations, rules, orders, writs,
      injunctions, judgments and decrees applicable to the export or re-export of
      controlled commodities or technical data and (iii) the Immigration Reform and
      Control Act.

     

    4.12   Intellectual
      Property. 

     

    4.12.1   The
      Purchased Assets include all Intellectual Property Rights necessary to enable
      Buyer to use the Purchased Assets in the manner in which Seller used the
      Purchased Assets on the Closing Date, without the need for any additional
      licenses from any person.

     

    4.12.2   The
      Purchased Assets and the distribution, sale and license of such Purchased
      Assets, including but not limited to the Documentation and the Intellectual
      Property Rights do not infringe upon any Intellectual Property Rights of any
      third party and no third party has asserted or threatened to assert against
      Seller any claim of infringement of Intellectual Property Rights.

     

    4.12.3   Seller
      owns, possesses, has the exclusive right to make, use, sell, license, has the
      right to bring actions for the infringement of, and where necessary, has made
      timely and proper applications for, the Intellectual Property Rights used in
      the
      Purchased Assets that are included in the Purchased Assets.

     

    4.12.4   Seller
      has not granted any third party any outstanding licenses or other rights to
      any
      of the Purchased Assets.

     

    4.12.5   None
      of
      the Purchased Assets is held or used pursuant to a license or similar grant
      of
      rights by any third party.

     

    4.12.6   Neither
      Seller nor any of its Affiliates is liable for, nor has made any contract or
      arrangement whereby it may become liable to, any person for any royalty, fee
      or
      other compensation for the ownership, use, license, sale, distribution,
      manufacture, reproduction or disposition of any Purchased Asset.

     

    
      
         

      

      
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    4.13   Product
      Warranties; Defects. Each
      Purchased Asset substantially conforms with all applicable contractual
      commitments and all express warranties made by Seller and there is, to the
      knowledge of Seller, no basis for any present or future action, suit,
      proceeding, hearing, investigation, charge, complaint, claim, or demand against
      any such contractual commitments or express warranties for replacement or
      material repair thereof or other material damages in connection therewith.
      No
      Purchased Asset is subject to any guaranty, warranty, or other indemnity beyond
      Seller’s applicable standard terms and conditions of sale, lease or licensing
      (as set forth in written agreements that Seller has delivered to Buyer) or
      beyond that imposed by applicable law.

     

    4.14   Assigned
      Contracts.

     

    4.14.1   Exhibit
      A
      identifies each Assigned Contract. Seller has delivered to Buyer accurate and
      complete copies of all Contracts identified in Exhibit
      A,
      including all amendments thereto. Each Assigned Contract is valid and binding
      against Seller and, to Seller’s knowledge, each other party
      thereto.

     

    4.14.2   Except
      as
      set forth in Section 4.14
      of the
      Seller Disclosure Schedule: (i) to Seller’s knowledge no party has violated or
      breached, or declared or committed any default under, any Assigned Contract;
      (ii) to Seller’s knowledge no event has occurred, and no circumstance or
      condition exists, that might (with or without notice or lapse of time)
      (A) result in a violation or breach of any of the provisions of any
      Assigned Contract, (B) give any party the right to declare a default or
      exercise any remedy under any Assigned Contract, (C) give any party the
      right to accelerate the maturity or performance of any Assigned Contract, or
      (D)
      give any party the right to cancel, terminate or modify any Assigned Contract;
      (iii) Seller has not received any notice or other communication (in writing
      or
      otherwise) regarding any actual, alleged, possible or potential violation or
      breach of, or default under, any Assigned Contract; and (iv) Seller has not
      waived any right under any Assigned Contract.

     

    4.14.3   No
      party
      is renegotiating, or has the right to renegotiate, any amount paid or payable
      to
      Seller under any Assigned Contract or any other term or provision of any
      Assigned Contract.

     

    4.14.4   Except
      as
      set forth in Section 4.14
      of the
      Seller Disclosure Schedule, Seller has no knowledge of any basis upon which
      any
      party to any Assigned Contract may object to (i) the assignment to Buyer of
      any right under such Assigned Contract, or (ii) the delegation to or
      performance by Buyer of any obligation under such Assigned
      Contract.

     

    4.15   No
      Oral Amendments to Assigned Contracts.
      There
      is no oral amendment to any of the Assigned Contracts.

     

    4.16   No
      Bankruptcy.
      No
      order has been made, no petition presented, or resolution passed for the
      winding-up of Seller, or then appointment of any trustee or for the benefit
      of
      creditors or the preparation or commencement of any bankruptcy or insolvency
      proceeding against Seller.

     

    
      
         

      

      
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    4.17   Authorized
      Sales Channels.
      To
      Seller’s knowledge, no sales under the Acquired Contracts by Seller have been
      made in violation of any Acquired Contract.

     

    4.18   No
      Brokers.
      Except
      for Signal Hill Capital Group LLC, no broker, finder or investment banker is
      entitled to any brokerage, finder’s or other fee or commission in connection
      with the transactions contemplated by this Agreement based upon arrangements
      made by or on behalf of Seller or its Affiliates.

     

    4.19   Full
      Disclosure.
      All of
      the representations and warranties made by Seller under this ARTICLE
      4
      of this
      Agreement (as qualified by Seller Disclosure Schedule attached hereto) and
      in
      the certificates delivered by Seller to Buyer at the Closing are true, correct
      and complete in all material respects and do not contain any untrue statement
      of
      a material fact or omit to state any material fact necessary in order to make
      such representations, warranties or statements, in light of the circumstances
      under which they are made, not misleading.

     

    ARTICLE
      5

     

    Representations
      and Warranties of Buyer 

     

    Buyer
      and
      Mobilepro, jointly and severally, represent and warrant to Seller that each
      of
      the representations and warranties contained in the following sections of this
      ARTICLE
      5
      is true
      and correct as of the date hereof and will be true and correct as of the Closing
      Date.

     

    5.1   Organization
      and Good Standing.
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Maryland. Buyer has all corporate power and authority
      required to carry on its business as now conducted, to own or use the properties
      and assets that it purports to own or use, and to perform all obligations under
      this Agreement and the Ancillary Agreements. Buyer is duly qualified to transact
      business, and is in good standing, in each jurisdiction where the character
      of
      the properties owned, leased or operated by it or the nature of its activities
      make such qualification necessary, except where such failure would not
      individually or in the aggregate have a material adverse effect on the
      operations, liabilities, condition (financial or otherwise), prospects, results
      of operations or cash flow of Buyer, or the transactions contemplated by this
      Agreement. Mobilepro is a corporation duly organized, validly existing and
      in
      good standing under the laws of the State of Delaware. Mobilepro has all
      corporate power and authority required to carry on its business as now
      conducted, to own or use the properties and assets that it purports to own
      or
      use, and to perform all obligations under this Agreement and the Ancillary
      Agreements. Mobilepro is duly qualified to transact business, and is in good
      standing, in each jurisdiction where the character of the properties owned,
      lease or operated by it or the nature of its activities make such qualification
      necessary, except where such failure would not individually or in the aggregate
      have a material adverse effect on the operations, liabilities, condition
      (financial or otherwise), prospects, results of operations or cash flow of
      Mobilepro, or the transactions contemplated by this Agreement.

     

    5.2   Authorization
      of Transaction.
      Each of
      Buyer and Mobilepro has full corporate power and authority to enter into,
      execute, deliver and perform its obligations under this Agreement and each
      of
      the Ancillary Agreements and to consummate the transactions contemplated hereby
      and thereby. The execution and delivery of this Agreement and each of the
      Ancillary Agreements have been duly authorized by all necessary corporate action
      on the part of Buyer and Mobilepro. This Agreement has been duly and validly
      executed and delivered by each of Buyer and Mobilepro, and (assuming due
      authorization, execution and delivery by Seller) this Agreement constitutes
      a
      legal, valid and binding obligation of Buyer enforceable against each of Buyer
      and Mobilepro in accordance with its terms.

     

    
      
         

      

      
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    5.3   No
      Conflict.
      The
      execution, delivery and performance of this Agreement do not (a) violate or
      conflict with the charter or Bylaws of Buyer or the certificate of
      incorporation, as amended, or bylaws, of Mobilepro, or (b) violate any law,
      rule, regulation, order, writ, judgment, injunction, decree, determination
      or
      award applicable to Buyer or Mobilepro except such violations as would not
      prevent or delay Buyer and Mobilepro from consummating the transactions
      contemplated by this Agreement or (c) result in any breach of, or constitute
      a
      default (or event which with the giving of notice or lapse of time, or both,
      would become a default) under, or give to others any rights of termination,
      rescission, amendment, acceleration or cancellation of, any of agreement or
      any
      material note, bond, mortgage, indenture, contract, agreement, lease, license,
      permit, franchise or other instrument to which Buyer or Mobilepro is a party
      or
      is bound.

     

    5.4   Authorization
      of Common Shares.
      The
      Common Shares have been duly authorized and, when issued and paid for in
      accordance with the terms of this Agreement, will be duly authorized, validly
      issued, fully paid and non-assessable, free and clear of all Encumbrances.
      The
      issuance of the Common Shares does not require approval of the Mobilepro’s
      stockholders. Mobilepro is not required to make any filings with the OTC
      Bulletin Board or any governmental or regulatory authority.

     

    5.5   Consents
      and Approvals.
      The
      execution and delivery of this Agreement and the Ancillary Agreements by Buyer
      and Mobilepro does not, and the performance of this Agreement and the Ancillary
      Agreements by Buyer and Mobilepro will not, require any consent, approval,
      authorization or other action by, or filing with or notification to, any third
      party, including but not limited to any governmental or regulatory
      authority.

     

    5.6   No
      Brokers.
      No
      broker, finder or investment banker is entitled to any brokerage, finder’s or
      other fee or commission in connection with the transactions contemplated by
      this
      Agreement based upon arrangements made by or on behalf of Buyer, Mobilepro
      or
      any of their Affiliates.

     

    5.7   Litigation.
      There
      is no claim, action, suit, investigation or proceeding of any nature pending
      or,
      to the knowledge of Buyer or Mobilepro, threatened, at law or in equity, by
      way
      of arbitration or before any court, governmental department, commission, board
      or agency that: (i) may adversely affect, contest or challenge Buyer’s
      authority, right or ability to purchase any of the Purchased Assets from the
      Seller hereunder or otherwise perform Buyer’s or Mobilepro’s obligations under
      this Agreement or any of the Ancillary Agreements; (ii) challenges or contests
      Buyer’s right, title or ownership of any of the Purchased Assets; (iii) seeks to
      enjoin, prevent or hinder the consummation of any of the transactions
      contemplated by this Agreement or the Ancillary Agreements; or (iv) would impair
      or have a material adverse effect on the Buyer’s right or ability to use or
      exploit any of the Purchased Assets or impair or have a material adverse effect
      on the value of any Purchased Asset.

     

    5.8   Filings,
      Consents and Approvals.
      Neither
      Buyer nor Mobilepro is required to obtain any consent, waiver, authorization
      or
      order of, give any notice to, or make any filing or registration with, any
      court
      or other federal, state, local or other governmental authority or other person
      in connection with the execution, delivery and performance by Buyer and
      Mobilepro of this Agreement or the Ancillary Agreements, other than (i) the
      filing with the Commission of one or more registration statements in accordance
      with the requirements of the Registration Rights Agreement, (ii) filings
      required by state securities laws, and the filing of a Notice of Sale of
      Securities on Form D with the Commission as required under Regulation D of
      the
      Securities Act, and (iii) those that have been made or obtained prior to the
      date of this Agreement.

     

    
      
         

      

      
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    5.9    SEC
      Reports; Financial Statements.
      Mobilepro has filed all reports required to be filed by Mobilepro under the
      Securities Act and the Exchange Act, including pursuant to Section 13(a) or
      15(d) thereof, for the twelve (12) months preceding the date hereof (“SEC
      Reports”) on a timely basis or has timely filed a valid extension of such time
      of filing and has filed any such SEC Reports prior to the expiration of any
      such
      extension. As of their respective dates, the SEC Reports complied in all
      material respects with the requirements of the Securities Act and the Exchange
      Act and the rules and regulations of the Commission promulgated thereunder,
      and
      none of the SEC Reports, when filed, or any of the representations and
      warranties made by Mobilepro or Buyer under this ARTICLE
      5
      contained any untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. The financial statements of Mobilepro included in the SEC Reports
      comply in all material respects with applicable accounting requirements and
      the
      rules and regulations of the Commission with respect thereto as in effect at
      the
      time of filing. Such financial statements have been prepared in accordance
      with
      GAAP, except as may be otherwise specified in such financial statements or
      the
      notes thereto, and fairly present in all material respects the financial
      position of the Company and its consolidated Subsidiaries as of and for the
      dates thereof and the results of operations and cash flows for the periods
      then
      ended, subject, in the case of unaudited statements, to normal, immaterial,
      year-end audit adjustments. 

     

    5.10   Private
      Placement.

     

    5.10.1   Neither
      Mobilepro nor any person acting on Mobilepro’s behalf has sold, offered to sell
      or solicited any offer to buy the Common Shares by means of any form of general
      solicitation or advertising. Neither Mobilepro, any of its Affiliates nor any
      person acting on Mobilepro’s behalf has, directly or indirectly, at any time
      within the past six (6) months, made any offer or sale of any security or
      solicitation of any offer to buy any security under circumstances that would
      (A)
      eliminate the availability of the exemption from registration under Regulation
      D
      under the Securities Act in connection with the issuance of the Common Shares
      as
      contemplated hereby or (B) cause the issuance of the Common Shares pursuant
      to
      this Agreement or the Ancillary Agreements to be integrated with prior offerings
      by Mobilepro for purposes of any applicable law, regulation or stockholder
      approval provisions, including, without limitation, under the rules and
      regulations of any Trading Market.

     

    5.10.2   Mobilepro
      is not a United States real property holding corporation within the meaning
      of
      the Foreign Investment in Real Property Tax Act of 1980.

     

    5.11   Form
      S-3 Eligibility.
      Except
      for the requirement regarding the aggregate market value of the voting and
      non-voting common equity held by non-affiliates, Mobilepro is eligible to
      register a primary offering of its Common Stock using a registration statement
      on Form S-3 promulgated under the Securities Act.

     

    
      
         

      

      
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    ARTICLE
      6

     

    Additional
      Covenants

     

    6.1   Books
      and Records.
      Subject
      to the provisions of Section 6.2,
      if, in
      order to properly prepare documents required to be filed with governmental
      authorities (including taxing authorities) or its financial statements, it
      is
      necessary that either party hereto or any successors be furnished with
      additional information relating to the Purchased Assets or the Assumed
      Liabilities, and such information is in the possession of the other party
      hereto, such party agrees to use its reasonable efforts to furnish such
      information to such other party, at the cost and expense of the party being
      furnished such information.

     

    6.2   Confidentiality.
      All
      copies of financial information, marketing and sales information, pricing,
      marketing plans, business plans, financial and business projections, customer
      lists, methodologies, inventions, software, know-how, product designs, product
      specifications and drawings, and other confidential and/or proprietary
      information of related to any of the Purchased Assets, including but not limited
      to the Documentation and the Intellectual Property Rights (collectively,
“Confidential
      Information”)
      will
      be held by each party in strict confidence and, at all times following the
      Closing, will not be used or disclosed by any party to any third party and,
      upon
      such other party’s request, will be promptly destroyed by the appropriate party
      or delivered to such other party; except that
      Seller
      may use internally copies of Business Records that it is entitled to retain
      under Section 6.2
      hereof
      solely to prepare and file tax returns and prepare Seller’s financial
      statements. It is agreed that Confidential Information will not
      include
      information that is now, or later becomes, part of the general public knowledge,
      other than as a result of a breach of this Agreement by a party
      hereto.

     

    6.3   Regulatory
      and Other Authorizations; Consents.

     

    6.3.1   Efforts.
      Each of
      Seller and Buyer will use its respective best efforts to obtain all
      authorizations, consents, orders and approvals of all federal, state and local
      regulatory bodies, courts, vendors and officials that may be or become necessary
      for the execution and delivery of, and the performance of its obligations
      pursuant to, this Agreement or any other agreements required to be entered
      into
      by such party pursuant to this Agreement and will cooperate fully with the
      other
      party in promptly seeking to obtain all such authorizations, consents, orders
      and approvals. The parties hereto will not take any action that will have the
      effect of delaying, impairing or impeding the receipt of any required
      approvals.

     

    6.3.2   Communication.
      Seller
      on the one hand, and Buyer on the other hand, will promptly inform the other
      of
      any material communication between such party and any federal, state, local
      or
      foreign government or governmental authority or court regarding any of the
      transactions contemplated by this Agreement and the Ancillary Agreements. If
      either Seller, Buyer or any Affiliate thereof receives a request for additional
      information or for documents or any material from any such government or
      governmental authority with respect to the transactions contemplated hereby,
      then such party will endeavor in good faith to make or cause to be made, as
      soon
      as reasonably practicable and after consultation with the other party, an
      appropriate response in compliance with such request. No written materials
      will
      be submitted by either Seller or Buyer to any federal, state, or local
      governmental agency, nor will any oral communications be initiated with such
      governmental entities by a party, without prior disclosure to and coordination
      with the other party and its counsel.

     

    
      
         

      

      
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    6.4   Further
      Actions.
      From
      and after the Closing, each of the parties hereto will execute and deliver
      such
      documents and other papers and take such further actions as may be reasonably
      required to carry out the provisions of this Agreement or any other agreements
      required to be entered into by such party pursuant to this Agreement and give
      effect to the transactions contemplated by this Agreement and the Ancillary
      Agreements.

     

    6.5   Furnishing
      of Outstanding Business Proposals.
      Prior
      to or concurrently with the Closing, Seller will furnish to Buyer with copies
      of
      all material business proposals (including names and status of discussions
      with
      prospective customers and strategic partners) that are pending or outstanding
      with respect to the Purchased Assets.

     

    6.6   Non-Solicitation.

     

    6.6.1   Non-solicitation.
      For a
      period of five (5) years after the Closing Date, Seller shall not, directly
      or
      indirectly, cause or attempt to cause any customer, client, account or vendor,
      or prospective customer, client, account or vendor to divert, terminate, limit
      or in any manner modify or fail to enter into any actual or potential business
      relationship with Buyer relating to telecommunications services or the Purchased
      Assets. For a period of three (3) years after the Closing Date, Seller shall
      not, directly or indirectly, divert, solicit or employ, or attempt to divert,
      solicit or employ, any individual employed or retained as a consultant by Buyer
      or by Seller in connection with the Business at any time during the 12-month
      period prior to the Closing Date.
      For
      purposes of this Section 6.6.1,
      a
      prospective customer, client, account or vendor shall mean any customer, client,
      account or vendor that Seller was involved with or any director or executive
      officer of Seller had knowledge of in his or her position with Seller for the
      12-month period prior to the Closing Date.

     

    6.6.2   Necessary
      and Reasonable.
      Seller
      agrees that the covenants provided for in Section 6.6
      hereof
      are necessary and reasonable in order to protect Buyer in the conduct of its
      business, to protect the trade secrets and other proprietary information of
      Buyer and to protect Buyer in the utilization of the assets, tangible and
      intangible, including the goodwill of Buyer.

     

    6.7   Adjustments
      in Purchase Price.
      The
      amount of the Revenue Sharing Payments due and payable to Seller in accordance
      with Section 2.3
      shall be
      adjusted as follows:

     

    6.7.1   If
      Buyer’s Post-Closing Statement of Assets, Liabilities and Collections (as
      defined below) reveals that the sum of (i) Accounts Receivable collected, net
      of
      deferred revenue and accounts payable (“Net
      Accounts Receivable Collected”)
      and
      (ii) Inventory equals less than $750,000, Buyer shall have the right to reduce
      by one dollar for every dollar of such deficiency the amount of future Revenue
      Sharing Payments.

     

    
      
         

      

      
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    6.7.2   Within
      150 days following the Closing, Buyer shall prepare and deliver to Seller a
      statement of assets and liabilities representing the Purchased Assets and
      Assumed Liabilities, as well as collections related to the Net Accounts
      Receivable Collected as of the Effective Time prepared in a manner consistent
      with prior periods (the “Post-Closing
      Statement of Assets, Liabilities and Collections”),
      together with all work papers and back-up materials relating thereto. The
      Post-Closing Statement of Assets, Liabilities and Collections shall be
      conclusive and binding on the parties hereto unless Seller gives written notice
      of any objections thereto setting forth in reasonable detail the amounts in
      dispute and the basis for such dispute (a “Purchase
      Price Objection Notice”)
      to
      Buyer within thirty (30) days after its receipt of the Post-Closing Statement
      of
      Assets, Liabilities and Collections. If Seller delivers a Purchase Price
      Objection Notice as provided above, Buyer and Seller shall attempt in good
      faith
      to resolve such dispute. If Buyer and Seller are unable to resolve, despite
      good
      faith negotiations, all disputes reflected in the Purchase Price Objection
      Notice within ten (10) days thereafter, then Buyer and Seller will within ten
      (10) days submit any such unresolved dispute to a nationally recognized
      independent accounting firm which is not then engaged by, or who was not
      previously engaged by, Buyer or Seller (the “Independent
      Accounting Firm”).
      Buyer
      and Seller shall provide to the Independent Accounting Firm all work papers
      and
      back-up materials relating to the unresolved disputes requested by the
      Independent Accounting Firm to the extent available to Buyer or Seller. Buyer
      and Seller shall be afforded the opportunity to present to the Independent
      Accounting Firm any material related to the unresolved disputes and to discuss
      the issues with the Independent Accounting Firm. The determination by the
      Independent Accounting Firm, as set forth in a notice to be delivered to Buyer
      and Seller within thirty (30) days after the submission of the unresolved
      disputes to the Independent Accounting Firm, shall be final, binding and
      conclusive on Buyer and Seller. The fees and expenses of the Independent
      Accounting Firm shall be borne at the sole cost and expense of Buyer if the
      Independent Accounting Firm’s determination of the amount of the reduction in
      the amount of the Revenue Sharing Payments differs from Buyer’s determination by
      10% or more. Otherwise, the fees and expenses of the Independent Accounting
      Firm
      shall be borne at the sole cost and expense of Seller.

     

    ARTICLE
      7

     

    Tax
      Matters

     

    7.1   Taxes
      Related to Sale of Purchased Assets.
      Seller
      shall be responsible for, and shall pay all excise, value added, registration,
      stamp, property, documentary, transfer, sales, use and similar Taxes, levies,
      charges and fees incurred, or that may be payable to any taxing authority,
      in
      connection with the transactions (including without limitation the sale,
      transfer, and delivery of the Purchased Assets) contemplated by this Agreement
      (collectively, “Transaction
      Taxes”).
      Seller shall be responsible for preparing and filing any tax return relating
      to
      such Transaction Taxes and shall provide a copy of such return to Buyer. Buyer
      and Seller agree to cooperate in minimizing the amount of any such Transaction
      Taxes and in the filing of all necessary documentation and all Tax returns,
      reports and forms with respect to all such Transaction Taxes, including any
      available pre-Closing filing procedures, such as exemption or resale
      certificates that would minimize Transaction Taxes.

     

    7.2   Other
      Taxes.
      Except
      as provided in Section 7.1
      above,
      (i) Seller shall be responsible for and shall pay any and all Taxes with respect
      to the Purchased Assets relating to all periods (or portions thereof) ending
      on
      or prior to the Closing Date, and (ii) Buyer shall be responsible for and shall
      pay any and all Taxes with respect to the Purchased Assets relating to all
      periods (or portions thereof) commencing January 1, 2007.

     

    
      
         

      

      
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    ARTICLE
      8

     

    Conditions
      To the Closing

     

    8.1   Conditions
      to Obligations of Seller.
      The
      obligations of Seller to consummate the transactions contemplated by this
      Agreement will be subject to the fulfillment (or waiver by Seller in writing),
      at or prior to the Closing, of each of the following conditions:

     

    8.1.1   Accuracy
      of Representations and Warranties:
      The
      representations and warranties of Buyer contained in ARTICLE
      5
      of this
      Agreement will be true and correct in all material respects as of the Closing,
      with the same force and effect as if made as of the Closing, (other than such
      representations and warranties as are expressly made as of another date) and
      Seller will have received a certificate to such effect, dated as of the Closing
      Date, executed by a duly authorized representative of Buyer. 

     

    8.1.2   Compliance
      with Covenants.
      All the
      covenants contained in this Agreement to be complied with by Buyer on or before
      the Closing will have been complied with and Seller will have received a
      certificate to such effect, dated as of the Closing Date, executed by a duly
      authorized representative of Buyer.

     

    8.1.3   No
      Adverse Order.
      No
      federal or state governmental authority or other agency or commission or federal
      or state court of competent jurisdiction will have enacted, issued, promulgated,
      enforced or entered any statute, rule, regulation, injunction or other order
      (whether temporary, preliminary or permanent) which is in effect and has the
      effect of making the transactions contemplated by this Agreement illegal or
      otherwise restraining or prohibiting consummation of such
      transactions.

     

    8.1.4   No
      Litigation.
      No
      suit, claim, cause of action, arbitration, investigation or other proceeding
      contesting, challenging or seeking to alter or enjoin or adversely affect the
      sale and purchase of the Purchased Assets or any other transaction contemplated
      hereby will be pending or threatened.

     

    8.1.5   Assumption
      Agreement.
      Seller
      shall have received a counterpart of the Assumption Agreement, executed on
      behalf of Buyer by a duly authorized representative of Buyer.

     

    8.1.6   Transition
      Services Agreement.
      Seller
      shall have received a counterpart of the Transition Services Agreement, executed
      on behalf of Buyer by a duly authorized representative of Buyer.

     

    8.1.7   Registration
      Rights Agreement.
      Seller
      shall have received a counterpart of the Registration Rights Agreement, executed
      on behalf of Buyer by a duly authorized representative of Buyer.

     

    8.1.8   Other
      Deliveries.
      Buyer
      will have made the other deliveries required of it by Section 3.3
      hereof.

     

    8.2   Conditions
      to Obligations of Buyer.
      The
      obligations of Buyer to consummate the transactions contemplated by this
      Agreement will be subject to the fulfillment to the satisfaction of Buyer (or
      waiver by Buyer in writing), at or prior to the Closing, of each of the
      following conditions:

     

    
      
         

      

      
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    8.2.1   Closing
      Date Statement of Assets and Liabilities.
      Seller
      shall have delivered the Closing Date Statement of Assets and Liabilities
      accompanied by a certificate from a duly authorized officer of Seller, as of
      the
      Closing Date as to the preparation and delivery of the Closing Date Statement
      of
      Assets and Liabilities. 

     

    8.2.2   Accuracy
      of Representations and Warranties.
      The
      representations and warranties of Seller contained in ARTICLE
      4
      of this
      Agreement will be true and correct in all material respects as of the Closing,
      with the same force and effect as if made as of the Closing (other than such
      representations and warranties that are expressly made as of another date),
      and
      Buyer will have received a certificate to such effect, dated as of the Closing
      Date, executed by a duly authorized officer of Seller.

     

    8.2.3   Compliance
      with Covenants.
      All the
      covenants contained in this Agreement to be complied with by Seller on or before
      the Closing will have been complied with, and Buyer will have received a
      certificate of Seller to such effect, dated as of the Closing Date, signed
      by a
      duly authorized officer of Seller.

     

    8.2.4   Seller’s
      Outstanding Business Proposals.
      Seller
      will have furnished to Buyer copies of all material business proposals
      outstanding, if any, for Seller’s utilization of the Purchased
      Assets.

     

    8.2.5   No
      Order.
      No
      federal or state governmental authority or other agency or commission or federal
      or state court of competent jurisdiction will have enacted, issued, promulgated,
      enforced or entered any statute, rule, regulation, injunction or other order
      (whether temporary, preliminary or permanent) which is in effect and has the
      effect of making any of the transactions contemplated by this Agreement illegal
      or otherwise restraining or prohibiting consummation of such
      transactions.

     

    8.2.6   No
      Litigation.
      No
      suit, claim, cause of action, arbitration, investigation or other proceeding
      contesting, challenging or seeking to alter, enjoin or adversely affect the
      sale
      and purchase of the Purchased Assets or any other transaction contemplated
      hereby will be pending or threatened.

     

    8.2.7   Release
      of Encumbrances.
      Any
      Encumbrance with respect to any Purchased Asset shall have been released to
      the
      satisfaction of Buyer.

     

    8.2.8   Third
      Party Consents.
      Seller
      will have obtained and delivered to Buyer all consents, waivers and approvals
      from third parties and governmental entities necessary to effect the assignment
      and transfer to Buyer of the Purchased Assets free and clear of all Encumbrances
      and the assignment to Buyer of all Assigned Contracts, including without
      limitation, the consent of Verizon Wireless and those consents listed on Section
      4.5
      of
      Seller Disclosure Schedule.

     

    8.2.9   No
      Other Action.
      No
      order has been made, no petition presented, or resolution passed for the
      winding-up of Seller, or the appointment of any trustee for the benefit of
      creditors or the preparation or commencement of any bankruptcy or insolvency
      proceeding.

     

    
      
         

      

      
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    8.2.10   Bill
      of Sale.
      Buyer
      shall have received the Bill of Sale, executed on behalf of Seller by a duly
      authorized representative of Seller.

     

    8.2.11   Assumption
      Agreement.
      Buyer
      shall have received a counterpart of the Assumption Agreement, executed on
      behalf of Seller by a duly authorized representative of Seller.

     

    8.2.12   Transition
      Services Agreement.
      Buyer
      shall have received a counterpart of the Transition Services Agreement, executed
      on behalf of Seller by a duly authorized representative of Seller.

     

    8.2.13   Registration
      Rights Agreement.
      Buyer
      shall have received a counterpart of the Registration Rights Agreement, executed
      on behalf of Seller by a duly authorized representative of Seller.

     

    8.2.14   Other
      Deliveries.
      Seller
      will have made the other deliveries required by Section 3.2
      hereof.

     

    ARTICLE
      9

     

    post-closing
      covenants of Seller

     

    9.1   No
      Transfer.
      Without
      the written consent of Buyer, which consent shall not be unreasonably withheld,
      Seller agrees that it shall not sell, pledge, hypothecate, assign or otherwise
      transfer, directly or indirectly, legally or beneficially, this Agreement or
      any
      benefit hereunder other than to any of its majority-owned subsidiaries, to
      a
      financial institution, or pursuant to a sale of all or substantially all of
      the
      assets of Seller, a merger or consolidation of Seller or otherwise by operation
      of law.

     

    9.2   Payments
      to Buyer.
      In the
      event that Seller receives any payments that relate to any Assigned Contracts
      or
      otherwise relate to the Purchased Assets, Seller shall promptly deliver such
      payment by reputable overnight delivery service to Buyer at the address set
      forth in 12.1
      or wire
      transfer to an account specified by Buyer and shall notify Buyer by email at
      the
      email address set forth in Section 12.1.

     

    9.3   Customer
      and Other Business Relationships.
      After
      Closing, Seller will cooperate with Buyer in its efforts to maintain Buyer’s
      customer relationships pursuant to the Assigned Contracts. Seller will satisfy
      the Excluded Liabilities and Buyer will satisfy the Assumed Liabilities in
      a
      manner which is not detrimental to any of such relationships. Seller will refer
      to Buyer all inquiries relating to the Purchased Assets. Neither Seller nor
      any
      of its officers, employees or agents, shall take any action which would tend
      to
      diminish the value of the Purchased Assets after Closing or that would interfere
      with the business of Buyer to be engaged in after the Closing Date, including,
      without limitation, disparaging the name or business of Buyer. Neither Buyer nor
      any of its officers, employees or agents, shall take any action that would
      interfere with the business of Seller to be engaged in after the Closing Date,
      including, without limitation, disparaging the name or business of
      Seller.

     

    
      
         

      

      
        -
          23
          -

        
          

        

      

      
         

      

    

     

    ARTICLE
      10

     

    Additional
      Post-Closing Agreements

     

    10.1   Reports
      Regarding Revenue Sharing Payments.
      For a
      period of three years following the Closing Date, Buyer will deliver to Seller
      not later than the twentieth day of each month a report of estimated collections
      subject to the Revenue Sharing Payments for the preceding month, commencing
      February 2007. At the end of each calendar year, in connection with the audit
      of
      Buyer conducted by Buyer’s independent certified public accounting firm, Seller
      shall receive by June 15 a report, certified by the independent certified public
      accounting firm responsible for auditing Buyer’s financial statements, of the
      annual amount of such Revenue Sharing Payments.

     

    10.2   Collection
      of Accounts Receivable.
      Buyer
      shall use commercially reasonable efforts to collect the Accounts Receivable
      in
      a manner that is consistent with prevailing industry practice.

     

    10.3   Audit
      Right.
      At
      Seller’s request, Buyer shall allow Seller to audit, without charge and to copy
      at Seller’s expense, any books and records relating to the Revenue Sharing
      Payments and the instruments, documents and agreements Buyer has relating to
      the
      performance of the Buyer’s obligations under this Agreement or other applicable
      legal requirements. Seller shall not be allowed to exercise such right more
      than
      one time in any 12 month period.

     

    10.4   Resolution
      of Disputes Regarding Revenue Sharing Payments. 

     

    10.4.1   If
      Seller
      disputes Buyer’s calculation of the Revenue Sharing Payments, Seller shall so
      notify Buyer in writing. Buyer and Seller shall then submit the matter first
      to
      mediation, which shall be governed by, and conducted through, the American
      Arbitration Association (“AAA”).
      If
      that mediation does not resolve the dispute, then Buyer and Seller shall submit
      the matter to mandatory and exclusive binding arbitration governed by the
      Federal Arbitration Act and conducted through the AAA in the District of
      Columbia in accordance with the American Arbitration Association Commercial
      Arbitration Rules. Such dispute or controversy shall be settled by arbitration
      conducted by one arbitrator mutually agreeable to Buyer and Seller. In the
      event
      that, within forty-five (45) days after submission of any dispute to
      arbitration, Buyer and Seller cannot mutually agree on one arbitrator, Buyer
      and
      Seller shall each select one arbitrator, and the two arbitrators so selected
      shall select a third arbitrator. The decision of the arbitrator or a majority
      of
      the three arbitrators, as the case may be, shall be final, binding and
      conclusive upon the parties to the arbitration. Judgment may be entered on
      the
      arbitrator(s)’ decision in any court having jurisdiction.

     

    10.4.2   At
      the
      request of either party, the arbitrator(s) will enter an appropriate protective
      order to maintain the confidentiality of information produced or exchanged
      in
      the course of the arbitration proceedings.

     

    10.4.3   The
      arbitrator(s) shall apply Maryland law to the merits of any dispute or claim,
      without reference to rules of conflicts of law.

     

    10.4.4   If
      the
      arbitrator(s) determine that the disputed Revenue Share Payments should be
      at
      least 10% more than the amount determined by Buyer, then Buyer shall pay the
      fees and expenses of the arbitrator(s) and the fees and expenses of Seller’s
      counsel, but in the event that the disputed Revenue Share Payments are less
      than
      10% of the amount determined by Buyer, Seller shall pay the fees and expenses
      of
      the arbitrator(s) and the fees and expenses of Buyer’s counsel. 

     

    
      
         

      

      
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          24
          -

        
          

        

      

      
         

      

    

     

    BUYER
      AND SELLER HAVE READ AND UNDERSTAND THIS SECTION 10.4,
      WHICH DISCUSSES ARBITRATION. BUYER AND SELLER UNDERSTAND THAT BY SIGNING THIS
      AGREEMENT, BUYER AND SELLER EACH AGREE TO SUBMIT ANY CLAIMS ARISING OUT OF,
      RELATING TO, OR IN CONNECTION WITH THE CALCULATION OF THE REVENUE SHARING
      PAYMENTS PURSUANT TO SECTION 2.3.1
      OF THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
      BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION
      CLAUSE CONSTITUTES A WAIVER OF BUYER’S AND SELLER’S RIGHT TO A JURY TRIAL AND
      RELATES TO THE RESOLUTION OF ALL DISPUTES ARISING OUT OF, RELATING TO OR IN
      CONNECTION WITH SECTION 2.3.1
      OF THIS AGREEMENT.

     

    ARTICLE
      11

     

    Indemnification

     

    11.1   Loss
      Defined; Indemnitees.
      For
      purposes of this ARTICLE
      11,
      the
      term “Loss”
      will
      mean and include any and all liability, loss, damage, claim, expense, cost,
      fine, fee, penalty, obligation or injury including, without limitation, those
      resulting from any and all claims, actions, suits, demands, assessments,
      investigations, judgments, awards, arbitrations or other proceedings, together
      with reasonable costs and expenses including the reasonable attorneys’ fees and
      other legal costs and expenses relating thereto. As used in this ARTICLE
      11,
      the
      term “Buyer
      Indemnitees”
means
      and includes Buyer and any present or future officer, director, employee or
      Affiliate of Buyer; and the term “Seller
      Indemnitee”
means
      and includes any present or future officer, director, employee or Affiliate
      of
      Seller.

     

    11.2   Indemnification
      by Seller.
      Seller
      agrees, subject to the other terms, conditions and limitations of this Agreement
      (including the provisions of ARTICLE
      11
      hereof),
      to indemnify Buyer and any Buyer Indemnitee against, and to hold Buyer and
      each
      Buyer Indemnitee harmless from, all Loss arising out of:

     

    (a)   any
      breach of any representation or warranty of Seller contained in ARTICLE
      4
      of this
      Agreement or any certificate delivered pursuant to this Agreement, to be true
      and correct as of the Closing or the breach or violation of any covenant of
      Seller made herein;

     

    (b)   any
      of
      the Excluded Assets or any of the Excluded Liabilities;

     

    (c)   the
      Purchased Assets at any time or times on or prior to the Closing (including
      without limitation any and all Taxes arising out of, or payable with respect
      to,
      Seller’s business operations through the Closing that could give rise to an
      Encumbrance upon the Purchased Assets or otherwise be enforceable against a
      transferee of the Purchased Assets);

     

    (d)   any
      failure of Seller to pay the Transaction Taxes;

     

    
      
         

      

      
        -
          25
          -

        
          

        

      

      
         

      

    

     

    (e)   any
      demand, claim, debt, suit, cause of action, arbitration or other proceeding
      (including, but not limited to, a warranty claim, a product liability claim
      or
      any other claim) that is made or asserted by any third party that relates to
      any
      Purchased Asset and that arose prior to the Closing; and

     

    (f)   any
      demand, claim, debt, suit, cause of action or proceeding made or asserted by
      a
      stockholder, creditor, receiver, or trustee in bankruptcy of Seller, or of
      the
      property or assets of either, asserting that the transfer of the Purchased
      Assets to Buyer hereunder constitutes a fraudulent conveyance, fraudulent
      transfer or a preference under any applicable state or federal law, including
      but not limited to the United States Bankruptcy Code.

     

    11.3 Indemnification
      by Buyer.
      Buyer
      and Mobilepro agree, jointly and severally, subject to the other terms,
      conditions and limitations of this Agreement (including the provisions of
ARTICLE
      11
      hereof),
      to indemnify Seller and any Seller Indemnitee against, and to hold Seller and
      each Seller Indemnitee harmless from, all Loss arising out of:

     

    (a)   any
      breach of any representation or warranty of Buyer contained in ARTICLE
      5
      of this
      Agreement or any certificate delivered pursuant to this Agreement or the breach
      or violation of any covenant of Buyer made herein;

     

    (b)   any
      of
      the Assumed Liabilities;

     

    (c)   or
      with
      respect to any of the Purchased Assets that arose during any time period or
      portion thereof after the Closing (including without limitation any and all
      Taxes arising out of, or payable with respect to, Buyer’s business operations
      after the Closing); and

     

    (d)   any
      demand, claim, debt, suit, cause of action, arbitration or other proceeding
      (including, but not limited to, a warranty claim, a product liability claim
      or
      any other claim) that is made or asserted by any third party that relates to
      any
      Purchased Asset and arises after the Closing.

     

    11.4   Procedures
      for Indemnification.
      As used
      herein, an “Indemnified
      Party”
means
      a
      party seeking indemnification pursuant to ARTICLE
      11,
      and the
      term “Indemnifying
      Party”
means
      the party who is obligated to provide indemnification under ARTICLE
      11.
      The
      Indemnified Party agrees to give the Indemnifying Party prompt written notice
      of
      any event, or any claim, action, suit, demand, assessment, investigation,
      arbitration or other proceeding by or in respect of a third party (a
“Third-Party
      Claim”)
      of
      which it has knowledge, for which such Indemnifying Party is entitled to
      indemnification under this ARTICLE
      11.
      In the
      case of a Third-Party Claim, the Indemnifying Party will have the right to
      direct, through counsel of its own choosing, the defense or settlement of any
      such Third-Party Claim at its own expense. In such case the Indemnified Party
      may participate in such defense, but in such case the expenses of the
      Indemnified Party will be paid by the Indemnified Party. The Indemnified Party
      will promptly provide the Indemnifying Party with access to the Indemnified
      Party’s records and personnel relating to any such Third-Party Claim during
      normal business hours and will otherwise cooperate with the Indemnifying Party
      in the defense or settlement of such Third-Party Claim, and the Indemnifying
      Party will reimburse the Indemnified Party for all its reasonable out-of-pocket
      costs and expenses incurred in providing such access, personnel and cooperation.
      Upon assumption of the defense of any such Third-Party Claim by the Indemnifying
      Party, the Indemnified Party will not pay, or permit to be paid, any part of
      any
      claim or demand arising from such Third-Party Claim, unless the Indemnifying
      Party consents in writing to such payment (which consent will not be
      unreasonably withheld) or unless a final judgment from which no appeal may
      be
      taken by or on behalf of the Indemnified Party is entered against the
      Indemnified Party for such liability. No such Third-Party Claim may be settled
      by the Indemnifying Party without the written consent of the Indemnified Party,
      which consent will not be unreasonably withheld. If the Indemnifying Party
      fails
      to defend or fails to prosecute or withdraws from such defense, then the
      Indemnified Party will have the right to undertake the defense or settlement
      thereof, at the Indemnifying Party’s expense. If the Indemnified Party assumes
      the defense of any such Third-Party Claim pursuant to this ARTICLE
      11
      and
      proposes to settle such Third-Party Claim prior to a final judgment thereon
      or
      to forgo appeal with respect thereto, then the Indemnified Party will give
      the
      Indemnifying Party prompt written notice thereof and the Indemnifying Party
      will
      have the right to participate in the settlement or assume or reassume the
      defense of such Third-Party Claim.

     

    
      
         

      

      
        -
          26
          -

        
          

        

      

      
         

      

    

     

    11.5   Limitations
      on Indemnification.

     

    (a)   Notwithstanding
      the foregoing, no Indemnifying Party shall have any liability to indemnify
      an
      Indemnified Party with respect to any individual claim or group of related
      claims unless and until the amount of any Loss sustained by such Indemnified
      Party with respect to such individual claim or group of related claims exceeds
      $25,000. The maximum aggregate liability of any Indemnifying Party for any
      and
      all claims under this Agreement and the Ancillary Agreements shall not exceed
      $2,500,000.

     

    (b)   Notwithstanding
      anything herein to the contrary, no claim for indemnification under this
ARTICLE
      11
      may be
      brought after the 18-month period following the Closing Date; provided,
      however,
      that
      claims for indemnification relating to Taxes (including without limitation
      Transaction Taxes) may be brought at any time prior to the expiration of the
      applicable statute of limitation.

     

    (c)   Without
      prejudice to the rights of any Indemnified Party to be indemnified, held
      harmless and reimbursed when and as required by this Article 11, if any Loss
      sustained by an Indemnified Party is covered by an insurance policy or an
      indemnification obligation of another Person (other than an Affiliate of such
      Indemnified Party), the Indemnified Party shall use commercially reasonable
      efforts to collect such insurance or indemnity payments. If the Indemnified
      Party receives such insurance or indemnity payments prior to being indemnified,
      held harmless and reimbursed under this Article 11 with respect to such Loss,
      the payment by the Indemnifying Party with respect to such Loss shall be reduced
      (but not below zero) by the net amount of such insurance proceeds or indemnity
      payments to the extent related to such Loss, less reasonable attorney’s fees and
      other expenses incurred in connection with such recovery. If the Indemnified
      Party receives such insurance proceeds or indemnity payments after being
      indemnified and held harmless by the Indemnifying Party with respect to such
      Loss, the Indemnified Party shall pay to the Indemnifying Party (up to a maximum
      of the total amount paid by the Indemnifying Party pursuant to this Article
      11
      in respect of such Losses) the net amount of such insurance proceeds or
      indemnity payment to the extent related to such Losses, less reasonable
      attorney’s fees and other expenses incurred in connection with such recovery.
      For purposes of this Section 11.5(c), an Indemnified Party shall not be deemed
      to have received an insurance payment if such payment is made under an insurance
      plan or program that is self funded by such Indemnified Party or its Affiliates.
      If any Indemnified Party receives payment under this Article 11 on account
      of a
      claim that an Indemnifying Party believes in good faith is covered by an
      insurance policy or an indemnification obligation of another person or entity
      (other than an Affiliate of such Indemnified Party), that Indemnified Party
      shall (i) on written request of the Indemnifying Party, assign, to the extent
      assignable, its rights under such insurance policy or indemnification obligation
      with respect to such claim to the Indemnifying Party (to the extent of such
      payment) and (ii) be relieved of any further obligation to pursue collection
      of
      such insurance or indemnification (except that, if requested to do so by the
      Indemnifying Party, the Indemnified Party shall reasonably cooperate with the
      Indemnifying Party, at the Indemnifying Party’s sole expense, to collect any
      such insurance or indemnification).

     

    
      
         

      

      
        -
          27
          -

        
          

        

      

      
         

      

    

     

    ARTICLE
      12

     

     

    General
      Provisions

     

    12.1 Notices.
      All
      notices and other communications given or made pursuant hereto will be in
      writing and will be deemed to have been duly given or made (a) as of the
      date delivered, if delivered personally or by overnight courier, (b) on the
      third Business Day after deposit in the U.S. mail, if mailed by registered
      or
      certified mail (postage prepaid, return receipt requested), or (c) when
      successfully transmitted by facsimile (with a confirming copy of such
      communication to be sent as provided in clauses (a) or (b) above), and, in
      each
      case to the parties at the following addresses or facsimile number (or at such
      other address for a party as will be specified by like notice, except that
      notices of changes of address will be effective upon receipt):

     

    
      
        	
              	(a)	
                If
                  to Buyer:

              


      

    

     

    CloseCall
      America, Inc.

    c/o
      Mobilepro Corp.

    6701
      Democracy Blvd., Suite 202

    Bethesda,
      MD 20817

    Attention: Jay
      O.
      Wright, CEO 

    Facsimile: (301)
      315-9027

     

    With
      copies via email (which will not constitute notice) to:

     

    jwright22@closecall.com

    hdeily@mobileprocorp.com

     

    
      
         

      

      
        -
          28
          -

        
          

        

      

      
         

      

    

     

    And
      with
      a copy (which will not constitute notice) to:

     

    Seyfarth
      Shaw LLP

    815
      Connecticut Ave., N.W., Suite 500

    Washington,
      D.C. 20006

    Attention: Ernest
      M.
      Stern, Esq.

    Facsimile: (202)
      828-5360

    
       

      
        
          	
                	(b)	
                  If
                    to Seller:

                


        

      

       

    

    275
      West
      Street

    Annapolis,
      MD 21401

    Attention: Thomas
      M.
      Brandt Jr., Chief Financial Officer

    Facsimile: (410)
      280-1048

    


    With
      a
      copy (which will not constitute notice) to:

     

    DLA
      Piper
      US LLP

    6225
      Smith Ave.

    Baltimore,
      MD 21209-3600

    Attention: Wm.
      David
      Chalk, Esq.

    Facsimile: (410)
      580-3120

    


    For
      purposes of this Agreement, a “Business Day” shall mean any day that is not a
      Saturday, a Sunday or other day on which banking organizations in Washington,
      D.C. are authorized or required by law to close.

     

    12.2   Expenses.
      All
      fees, costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby will be paid by the party incurring such fees,
      costs and expenses.

     

    12.3   Entire
      Agreement.
      This
      Agreement, the Ancillary Agreements, the schedules and exhibits attached hereto
      and the Disclosure Schedules (including all schedules thereto), constitute
      the
      entire agreement of the parties hereto with respect to the subject matter hereof
      and supersede all prior agreements and undertakings with respect to the subject
      matter hereof, both written and oral. 

     

    12.4   Amendment/Waiver.
      This
      Agreement may not be amended or modified except by an instrument in writing
      signed by Buyer and Seller. Waiver of any term or condition of this Agreement
      will only be effective if an to the extent documented in a writing signed by
      the
      party making or granting such waiver and will not be construed as a waiver
      of
      any subsequent breach or waiver of the same term or condition, or a waiver
      of
      any other term or condition, of this Agreement. The failure of any party to
      enforce any provision hereof will not be construed to be a waiver of the right
      of such party thereafter to enforce such provisions.

     

    
      
         

      

      
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          29
          -

        
          

        

      

      
         

      

    

     

    12.5   Public
      Announcements.
      Except
      (i) as may otherwise be required by law and (ii) as described any Form 8-K
      and
      any press release attached as an exhibit thereto that Seller may file with
      the
      Securities and Exchange Commission disclosing the sale of the Purchased Assets,
      Seller will not make any public announcements with respect to this Agreement
      or
      the transactions contemplated herein or otherwise communicate with any news
      media without prior notification to Buyer, and, to the maximum extent
      practicable, the parties will consult with each other before holding any press
      conferences, analyst calls or other meetings or discussions and before issuing
      any press release or other public announcements with respect to the transactions
      contemplated by this Agreement. The parties will provide each other the
      opportunity to review and comment upon any press release or other public
      announcement or statement with respect to the transactions contemplated by
      this
      Agreement, and will not issue any such press release or other public
      announcement or statement prior to such consultation, except as may be required
      by applicable Law, court process or by obligations pursuant to any listing
      agreement with any national securities exchange. The parties agree that the
      initial press release or releases to be issued with respect to the transactions
      contemplated by this Agreement will be mutually reasonably agreed upon prior
      to
      the issuance thereof. In addition, Seller will, and will cause its Subsidiaries
      to consult with Buyer regarding communications with customers, members and
      employees relating to the transactions contemplated by this
      Agreement.

     

    12.6   No
      Third-Party Beneficiaries.
      This
      Agreement is for the sole benefit of the parties hereto and their permitted
      assigns and nothing herein, express or implied, is intended to or will confer
      upon any other person any legal or equitable right, benefit or remedy of any
      nature whatsoever under or by reason of this Agreement, except for the
      indemnification rights of an Indemnified Party under ARTICLE
      11.

     

    12.7   Assignment.
      This
      Agreement will not be assigned by Buyer or Seller without the prior written
      consent of the other party and any purported assignment without such consent
      will be void; except,
      that
      (1) Buyer may, without Seller’s consent, assign all or a portion of its rights
      and obligations hereunder (including rights and obligations under the Ancillary
      Agreements) (i) to Mobilepro, (ii) to any of its majority-owned subsidiaries,
      or
      (iii) in connection with any merger, consolidation or sale of all or
      substantially all of Buyer’s assets used in the business in which Buyer uses the
      Purchased Assets or in connection with any similar transaction and (2) the
      Seller may, without Buyer’s consent, assign all or a portion of its rights and
      obligations hereunder (including rights and obligations under the Ancillary
      Agreements) (i) to any of its majority-owned subsidiaries or (ii) in connection
      with any merger, consolidation or sale of all or substantially all of the
      Seller’s assets used in the business in which the Buyer uses the Purchased
      Assets or in connection with any similar transaction; provided,
      however,
      that no
      such assignment by any party shall relieve such party of any of its obligations
      under this Agreement, including the obligation of Buyer to pay the Purchase
      Price and under ARTICLE
      11.

     

    12.8   Governing
      Law.
      This
      Agreement will be governed by, and construed in accordance with, the Laws of
      the
      State of Maryland applicable to contracts executed in and to be performed
      entirely within that State.

     

    12.9   Consent
      to Jurisdiction.
      Each of
      the parties hereto (a) consents to submit itself to the personal jurisdiction
      of
      any federal court located in the State of Maryland or any Maryland state court
      in the event any dispute arises out of this Agreement or any of the transactions
      contemplated by this Agreement; (b) agrees that it will not attempt to deny
      or
      defeat such personal jurisdiction by motion or other request for leave from
      any
      such court; and (c) agrees that it will not bring any action relating to this
      Agreement or any of the transactions contemplated by this Agreement in any
      court
      other than a federal court sitting in the State of Maryland or a Maryland state
      court.. 

     

    
      
         

      

      
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          30
          -

        
          

        

      

      
         

      

    

     

    12.10   Headings;
      Interpretation.
      The
      headings contained in this Agreement are for reference purposes only and will
      not affect in any way the meaning or interpretation of this Agreement. Whenever
      the words “include,”
      “includes”
or
      “including”
are
      used in this Agreement, they will be understood to be followed by the words
      “without
      limitation.”

     

    12.11   Construction.
      In the
      event of an ambiguity or question of intent or interpretation arises, this
      Agreement will be construed as if drafted jointly by the parties and no
      presumption or burden of proof will arise favoring or disfavoring any party
      by
      virtue of the authorship of any provisions of this Agreement.

     

    12.12   Counterparts.
      This
      Agreement may be executed in two or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed will be
      deemed to be an original but all of which will constitute one and the same
      agreement.

     

    12.13   Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement will nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any party. Upon
      such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties hereto will negotiate in good faith to modify
      this Agreement so as to effect the original intent of the parties as closely
      as
      possible in a mutually acceptable manner in order that the transactions
      contemplated hereby be consummated as originally contemplated to the greatest
      extent possible.

     

    12.14   Attorneys’
      Fees.
      Should
      suit or arbitration be brought to enforce or interpret any part of this
      Agreement, the prevailing party will be entitled to recover, as an element
      of
      the costs of suit and not as damages, reasonable attorneys’ fees to be fixed by
      the court or the arbitrator(s), as applicable (including costs, expenses and
      fees on any appeal). The prevailing party will be entitled to recover its costs
      of suit, regardless of whether such suit proceeds to final
      judgment.

     

    12.15   Specific
      Performance.
      Buyer
      and Seller each acknowledge that, in view of the uniqueness of the Purchased
      Assets and the transactions by this Agreement and the Ancillary Agreements,
      a
      party would not have adequate remedy at law for money damages if this Agreement
      or any Ancillary Agreement is not performed in accordance with its respective
      terms. Each party to this Agreement therefore agrees that the other party hereto
      shall be entitled to specific enforcement of the terms of this Agreement and
      any
      Ancillary Agreement in addition to any other remedy to which it may be entitled,
      at law or in equity.

     

    
      
         

      

      
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          31
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    12.16   Confidentiality.
      Buyer
      and Seller each recognize that they have received and will receive confidential
      information concerning the other during the course of the negotiations and
      preparations. Accordingly, Buyer and Seller each agree (a) to use its respective
      commercially reasonable efforts to prevent the unauthorized disclosure of any
      confidential information concerning the other that was or is disclosed during
      the course of such negotiations and preparations, and is clearly designated
      in
      writing as confidential at the time of disclosure, and (b) to not make use
      of or
      permit to be used any such confidential information other than for the purpose
      of effectuating the Asset Purchase and related transactions. The obligations
      of
      this section will not apply to information that (i) is or becomes part of the
      public domain, (ii) is disclosed by the disclosing party to third parties
      without restrictions on disclosure, (iii) is received by the receiving party
      from a third party without breach of a nondisclosure obligation to the other
      party or (iv) is required to be disclosed by law.

     

    (Signatures
      begin on the next page.)

     

    
      
         

      

      
        -
          32
          -

        
          

        

      

      
         

      

    

    



    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
      the
      date first written above by their respective officers thereunto duly
      authorized.

     

     

    
      	 	 	 
	 	TELECOMMUNICATION
              SYSTEMS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Thomas M. Brandt Jr.

              Title:
                Chief Financial Officer

            
	 	 


    

     

    
      	 	 	 
	 	CLOSECALL
              AMERICA, INC.
	 
 	 
 	 
 
	 	By:  	
               

            
	 	
              

              Name:
                Jay O. Wright

              Title:
                Chief Executive Officer

            
	 	 


    

     

    
      	 	 	 
	 	
              MOBILEPRO
                CORP.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Jay O. Wright

              Title:
                Chief Executive Officer

            
	 	 


    

     

     

     

    [Signature
      Page to Asset Purchase Agreement]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      A

     

    ASSIGNED
      CONTRACTS

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    EXHIBIT
      B

     

    ACCOUNTS
      PAYABLE AS OF NOVEMBER 30, 2006

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    EXHIBIT
      C

     

    BILL
      OF SALE

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    EXHIBIT
      C

     

    BILL
      OF SALE

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    EXHIBIT
      D

     

    ASSUMPTION
      AGREEMENT

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    EXHIBIT
      E

     

    TRANSITION
      SERVICES AGREEMENT

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    EXHIBIT
      F

     

    REGISTRATION
      RIGHTS AGREEMENT