Exhibit
      10.2


    THIS
      CONVERTIBLE DEBENTURE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS
      CONVERTIBLE DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933,
      AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE
      SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE
      STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
      INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS
      OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE
      SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
      TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
      COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.

     

    CONVERTIBLE
      DEBENTURE 

    OF

    GOBILITY,
      INC.

     

    No.  1 

     

    
      	
              $2,000,000

            	
              Made
                as of July 8, 2007

            


    

     

    Gobility,
      Inc., a Texas corporation (the “Company”),
      hereby promises to pay to Mobilepro Corp. (the “Holder”),
      or
      its registered assigns, on July 8, 2009 (the “Maturity
      Date”),
      the
      principal sum of $2,000,000 (the “Principal
      Amount”),
      or
      such lesser amount as shall then equal the outstanding principal amount
      hereunder, together with accrued interest on the unpaid principal balance equal
      to eight percent (8.00%) per year, compounded annually, on the basis of the
      actual number of days elapsed from the date of this Convertible Debenture unless
      the Principal Amount and all interest accrued thereon and all other amounts
      owed
      hereunder are converted, as provided in Section 6
      hereof.
      All payments received by the Holder hereunder will be applied first to costs
      of
      collection, if any, then to interest and the balance to principal. Principal
      and
      interest shall be payable in lawful money of the United States of
      America.

     

    This
      Convertible Debenture may be prepaid as set forth below upon 15 days advance
      written notice. This Convertible Debenture shall be subordinated to senior
      debt
      that the Company owes in the form of loans from banks, insurance companies
      and
      other institutional lenders.

     

    The
      following is a statement of the rights of the Holder and the conditions to
      which
      this Convertible Debenture is subject, and to which the Holder hereof, by the
      acceptance of this Convertible Debenture, agrees:

     

    1. DEFINITIONS.
      The
      following definitions shall apply for all purposes of this Convertible
      Debenture:

     

    1.1. “Closing”
means
      the date on which the purchase and sale of the Convertible Debenture occurred,
      or July 8, 2007.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.2. “Company”
means
      the “Company” as defined above and includes any corporation which shall succeed
      to or assume the obligations of the Company under this Convertible
      Debenture.

     

    1.3. “Common
      Stock”
means
      the shares of the Company’s common stock, $.01 par value per share.

     

    1.4. “Conversion
      Price”
means
      $5.00 per share of Common Stock except as otherwise provided in Section 6.1.
      The
      Conversion Price shall be reset lower in the event that subsequent to the date
      hereof the Company issues common stock or securities convertible into common
      stock at a lower per share price than the Conversion Price. The new Conversion
      Price shall then become that lower price at which the new common stock or
      securities convertible into common stock were issued. 

     

    1.5. “Conversion
      Stock”
means
      Offered Securities or Common Stock, as the case may be. The number of shares
      of
      Conversion Stock are subject to adjustment as provided herein.

     

    1.6. “Convertible
      Debenture”
means
      this Convertible Debenture. 

     

    1.7. “Holder”
means
      any person who shall at the time be the registered holder of this Convertible
      Debenture.

     

    2. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.
      The
      Company hereby represents and warrants to Holder that the statements in the
      following paragraphs of this Section 2 are all true and complete as of
      immediately prior to the Closing:

     

    2.1. Organization,
      Good Standing and Qualification.
      The
      Company has been duly incorporated and organized, and is validly existing in
      good standing, under the laws of the State of Texas. The Company has the
      corporate power and authority to own and operate its properties and assets
      and
      to carry on its business as currently conducted and as presently proposed to
      be
      conducted.

     

    2.2. Due
      Authorization.
      All
      corporate action on the part of the Company’s directors and shareholders
      necessary for the authorization, execution, delivery of, and the performance
      of
      all obligations of the Company under the Convertible Debenture has been taken
      or
      will be taken prior to the Closing, and the Convertible Debenture when executed
      and delivered, will constitute, valid and legally binding obligations of the
      Company, enforceable in accordance with their respective terms, except as may
      be
      limited by (i) applicable bankruptcy, insolvency, reorganization or other
      laws of general application relating to or affecting the enforcement of
      creditor’s rights generally and (ii) the effect of rules of law governing
      the availability of equitable remedies.

     

    2.3. Corporate
      Power.
      The
      Company has the corporate power and authority to execute and deliver this
      Convertible Debenture to be purchased by the Holder hereunder, to issue the
      Convertible Debenture and to carry out and perform all its obligations under
      the
      Convertible Debenture.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    2.4. Valid
      Issuance.
      The
      Convertible Debenture and the Conversion Stock issued upon conversion of the
      Convertible Debenture, when issued, sold and delivered in accordance with the
      terms of this Convertible Debenture for the consideration provided for herein,
      will be duly and validly issued, fully paid and nonassessable.

     

    2.5. Securities
      Law Compliance.
      Based
      in part on the representations made by the Holder in Section 3
      hereof,
      the offer and sale of the Convertible Debenture solely to the Holder in
      accordance with the terms herein are exempt from the registration and prospectus
      delivery requirements of the U.S. Securities Act of 1933, as amended (the
“1933
      Act”)
      and
      the securities registration and qualification requirements of the currently
      effective provisions of the securities laws of the states in which the Holder
      is
      a resident based upon the address set forth herein.

     

    3. REPRESENTATIONS,
      WARRANTIES AND CERTAIN AGREEMENTS OF HOLDER.
      Holder
      hereby represents and warrants to, and agrees with, the Company,
      that:

     

    3.1. Authorization.
      This
      Convertible Debenture constitutes such Holder’s valid and legally binding
      obligation, enforceable in accordance with its terms except as may be limited
      by
      (i) applicable bankruptcy, insolvency, reorganization or other laws of
      general application relating to or affecting the enforcement of creditors’
rights generally and (ii) the effect of rules of law governing the
      availability of equitable remedies. Holder represents that such Holder has
      full
      power and authority to enter into this Convertible Debenture.

     

    3.2. Purchase
      for Own Account.
      The
      Convertible Debenture and the shares of the Company’s Common Stock issuable upon
      conversion of this Convertible Debenture (collectively, the “Securities”)
      are
      being acquired for investment for Holder’s own account, not as a nominee or
      agent, and not with a view to the public resale or distribution thereof within
      the meaning of the 1933 Act, and such Holder has no present intention of
      selling, granting any participation in, or otherwise distributing the
      same.

     

    3.3. Disclosure
      of Information.
      Such
      Holder has received or has had full access to all the information it considers
      necessary or appropriate to make an informed investment decision with respect
      to
      the Securities. Such Holder further has had an opportunity to ask questions
      and
      receive answers from the Company regarding the terms and conditions of the
      offering of the Securities and to obtain additional information (to the extent
      the Company possessed such information or could acquire it without unreasonable
      effort or expense) necessary to verify any information furnished to such Holder
      or to which such Holder had access. The foregoing, however, does not in any
      way
      limit or modify the representations and warranties made by the Company in
      Section 2.

     

    3.4. Investment
      Experience.
      Such
      Holder understands that the purchase of the Securities is highly speculative
      and
      involves substantial risk. Such Holder has such knowledge and experience in
      financial and business matters that it is capable of evaluating the merits
      and
      risks of its investment in the Company and has the capacity to protect its
      own
      interests and the ability to bear the economic risk of its
      investment.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    3.5. Restricted
      Securities.
      Such
      Holder understands that the Securities are characterized as “restricted
      securities” under the 1933 Act and Rule 144 promulgated thereunder inasmuch
      as they are being acquired from the Company in a transaction not involving
      a
      public offering, and that under the 1933 Act and applicable regulations
      thereunder such securities may be resold without registration under the 1933
      Act
      only in certain limited circumstances. In this connection, such Holder is
      familiar with Rule 144, as presently in effect, and understands the resale
      limitations imposed thereby and by the 1933 Act. Such Holder understands that
      the Company is under no obligation to register any of the securities sold
      hereunder. Such Holder understands that no public market now exists for any
      of
      the Securities and that it is uncertain whether a public market will ever exist
      for the Securities.

     

    4. FURTHER
      LIMITATIONS ON DISPOSITION.
      Without
      in any way limiting the representations set forth above, such Holder further
      agrees not to make any disposition of all or any portion of the Securities
      unless and until:

     

    4.1. there
      is
      then in effect a registration statement under the 1933 Act covering such
      proposed disposition and such disposition is made in accordance with such
      registration statement; or

     

    4.2. such
      Holder shall have notified the Company of the proposed disposition, and shall
      have furnished the Company with a statement of the circumstances surrounding
      the
      proposed disposition, and, at the expense of such Holder or its transferee,
      with
      an opinion of counsel, reasonably satisfactory to the Company, that such
      disposition will not require registration of such securities under the 1933
      Act.

     

    Notwithstanding
      the provisions of paragraphs (a) and (b) above, no such registration statement
      or opinion of counsel shall be required: (i) for any transfer of any
      Convertible Debenture or Conversion Stock in compliance with Rule 144 or
      Rule 144A; (ii) for any transfer of any Convertible Debenture or
      Conversion Stock by an Holder that is a partnership or a corporation to
      (A) a partner of such partnership or shareholder of such corporation,
      (B) a controlled affiliate of such partnership or corporation, (C) a
      retired partner of such partnership who retires after the date hereof,
      (D) the estate of any such partner or shareholder; or (iii) for the
      transfer by gift, will or in testate succession by any Holder to his or her
      spouse or lineal descendants or ancestors or any trust for any of the foregoing;
      provided that in each of the foregoing cases the transferee agrees in writing
      to
      be subject to the terms of this Section 4
      to the
      same extent as if the transferee were an original Holder hereunder.

     

    5. LEGENDS.
      Such
      Holder understands and agrees that the certificates evidencing the Securities
      will bear legends substantially similar to those set forth below in addition
      to
      any other legend that may be required by applicable law, by the Company’s
      Certificate of Incorporation or Bylaws, or by any agreement between the Company
      and such Holder: 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE
      STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
      RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
      AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
      OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
      SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
      IS
      IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.

     

    The
      legend set forth above shall be removed by the Company from any certificate
      evidencing the Securities upon delivery to the Company of an opinion of counsel,
      reasonably satisfactory to the Company, that a registration statement under
      the
      1933 Act is at that time in effect with respect to the legended security or
      that
      such security can be freely transferred in a public sale (other than pursuant
      to
      Rule 144 or Rule 145 under the 1933 Act) without such a registration
      statement being in effect and that such transfer will not jeopardize the
      exemption or exemptions from registration pursuant to which the Company issued
      the Securities.

     

    6. CONVERSION.

     

    6.1. Optional
      Conversion.
      This
      Convertible Debenture may be converted, in whole or in part at the option of
      the
      Holder at any time. The number of shares of Common Stock to be issued pursuant
      to such conversion shall be calculated by taking (a) the dollar amount of
      principal and accrued interest under this Convertible Debenture to be converted
      divided by (b) the Conversion Price, provided,
      however,
      that
      Holder shall receive shares of Common Stock equal to not less than 10% of the
      capital stock outstanding on a fully diluted basis if the Company has not
      received at least $8,000,000 of cash investment by September 30,
      2007.

     

    6.2. Termination
      of Rights.
      All
      rights with respect to this Convertible Debenture shall terminate upon the
      issuance of shares of the Conversion Stock upon conversion of this Convertible
      Debenture, whether or not this Convertible Debenture has been surrendered.
      Notwithstanding the foregoing, Holder agrees to surrender this Convertible
      Debenture to the Company for cancellation as soon as is possible following
      conversion of this Convertible Debenture. The Holder shall not be entitled
      to
      receive the stock certificate representing the shares of Conversion Stock to
      be
      issued upon conversion of this Convertible Debenture until the original of
      this
      Convertible Debenture is surrendered to the Company and the agreements
      referenced in this Section 6 have been executed and delivered to the
      Company. 

     

    6.3. Issuance
      of Conversion Stock.
      Within
      10 business days after conversion of this Convertible Debenture, the Company
      at
      its expense will cause to be issued in the name of and delivered to the Holder,
      a certificate or certificates for the number of shares of Conversion Stock
      to
      which the Holder shall be entitled upon such conversion (bearing such legends
      as
      may be required by applicable state and federal securities laws in the opinion
      of legal counsel of the Company, by the Company’s Certificate of Incorporation
      or Bylaws, or by any agreement between the Company and the Holder), together
      with any other securities and property to which the Holder is entitled upon
      such
      conversion under the terms of this Convertible Debenture. Such conversion shall
      be deemed to have been made immediately prior to the close of business on the
      date that this Convertible Debenture shall have been surrendered for conversion,
      accompanied by written notice of election to convert. No fractional shares
      will
      be issued upon conversion of this Convertible Debenture. If upon any conversion
      of this Convertible Debenture (and all other Convertible Debentures held by
      the
      same Holder, after aggregating all such conversions), a fraction of a share
      would otherwise result, then in lieu of such fractional share the Company will
      pay the cash value of that fractional share, calculated on the basis of the
      applicable Conversion Price. 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    7. DEFAULT;
      ACCELERATION OF OBLIGATION.
      The
      Company will be deemed to be in default under this Convertible Debenture and
      the
      outstanding unpaid principal balance of this Convertible Debenture, together
      with all interest accrued thereon, will immediately become due and payable
      in
      full, without the need for any further action on the part of Holder, upon the
      occurrence of any of the following events (each an “Event
      of Default”):
      (a)
      failure to make payment of principal and interest when due under this
      Convertible Debenture; (b) upon the filing by or against the Company of any
      voluntary or involuntary petition in bankruptcy or any petition for relief
      under
      the federal bankruptcy code or any other state or federal law for the relief
      of
      debtors; provided, however, with respect to an involuntary petition in
      bankruptcy, such petition has not been dismissed within ninety (90) days after
      the filing of such petition; (c) upon the execution by the Company of an
      assignment for the benefit of creditors or the appointment of a receiver,
      custodian, trustee or similar party to take possession of the Company’s assets
      or property; or (d) failure to raise not less than $3,000,000 as a cash
      investment not later than August 15, 2007.

     

    8. REMEDIES
      ON DEFAULT; ACCELERATION.
      Upon
      any Event of Default, the Holder will have, in addition to its rights and
      remedies under this Convertible Debenture, full recourse against any real,
      personal, tangible or intangible assets of the Company, and may pursue any
      legal
      or equitable remedies that are available to Holder, and may declare the entire
      unpaid principal amount of this Convertible Debenture and all unpaid accrued
      interest under this Convertible Debenture to be immediately due and payable
      in
      full. Interest shall accrue at a rate of 2% per month, compounded monthly,
      on
      the unpaid principal amount of this Convertible Debenture.

     

    8.1. Adjustment
      Provisions.
      The
      number and character of shares of Conversion Stock issuable upon conversion
      of
      this Convertible Debenture (or any shares of stock or other securities or
      property at the time receivable or issuable upon conversion of this Convertible
      Debenture) and the Conversion Price therefor are subject to adjustment upon
      occurrence of the following events between the date this Convertible Debenture
      is issued and the date it is converted:

     

    8.2. Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations,
      etc.
      If the
      conversion is made under Section 6.1 above, the Conversion Price of this
      Convertible Debenture and the number of shares of Conversion Stock issuable
      upon
      conversion of this Convertible Debenture (or any shares of stock or other
      securities at the time issuable upon conversion of this Convertible Debenture)
      shall each be proportionally adjusted to reflect any stock dividend, stock
      split, reverse stock split, reclassification, recapitalization or other similar
      event affecting the number of outstanding shares of Conversion Stock (or such
      other stock or securities).

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    8.3. No
      Dividends of Cash or Property.
      The
      Company shall not make any dividend of cash or other property while this
      Convertible Debenture is outstanding. 

     

    8.4. Acceleration
      in Case of Reorganization, Consolidation, Sale or
      Merger.
      If at
      any time after this Convertible Debenture is issued, the Company merges with
      another company, sells 33.3% or more of the company’s assets, does a leveraged
      recapitalization, raises $30 million or more in debt or equity capital in one
      tranche or a series of tranches within a 12 month period (other than through
      vendor financing), sells 50% or more of the Company’s stock or otherwise does a
      transaction (voluntarily or involuntarily) which causes a change of control
      of a
      majority of the Company’s board of directors, then this Convertible Debenture
      shall immediately become due and payable and failure to pay all principal and
      accrued interest at such time shall be deemed an Event of Default.

     

    9. NOTICE
      OF ADJUSTMENTS.
      The
      Company shall promptly give written notice of each adjustment or readjustment
      of
      the Conversion Price or the number of shares of Conversion Stock or other
      securities issuable upon conversion of this Convertible Debenture. The notice
      shall describe the adjustment or readjustment and show in reasonable detail
      the
      facts on which the adjustment or readjustment is based.

     

    10. NO
      CHANGE NECESSARY.
      The
      form of this Convertible Debenture need not be changed because of any adjustment
      in the Conversion Price or in the number of shares of Conversion Stock issuable
      upon its conversion.

     

    11. RESERVATION
      OF STOCK.
      If at
      any time the number of shares of Conversion Stock or other securities issuable
      upon conversion of this Convertible Debenture shall not be sufficient to effect
      the conversion of this Convertible Debenture, the Company will take such
      corporate action as may, in the opinion of its counsel, be necessary to increase
      its authorized but unissued shares of Conversion Stock or other securities
      issuable upon conversion of this Convertible Debenture as shall be sufficient
      for such purpose.

     

    12. NO
      RIGHTS OR LIABILITIES AS STOCKHOLDER.
      This
      Convertible Debenture does not by itself entitle the Holder to any voting rights
      or other rights as a stockholder of the Company. In the absence of conversion
      of
      this Convertible Debenture, no provisions of this Convertible Debenture, and
      no
      enumeration herein of the rights or privileges of the Holder, shall cause the
      Holder to be a shareholder of the Company for any purpose. 

     

    13. NO
      IMPAIRMENT.
      The
      Company will not, by amendment of its Articles of Incorporation or Bylaws,
      or
      through reorganization, consolidation, merger, dissolution, issue or sale of
      securities, sale of assets or any other voluntary action, willfully avoid or
      seek to avoid the observance or performance of any of the terms of this
      Convertible Debenture, but will at all times in good faith assist in the
      carrying out of all such terms and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the rights of the Holder under
      this
      Convertible Debenture against wrongful impairment. Without limiting the
      generality of the foregoing, the Company will take all such action as may be
      necessary or appropriate in order that the Company may duly and validly issue
      fully paid and nonassessable shares of Conversion Stock upon the conversion
      of
      this Convertible Debenture.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    14. PREPAYMENT.
      The
      Company may at any time, without penalty, upon at least fifteen (15) days’
advance written notice to the Holder, prepay in whole or in part (in minimum
      of
      $100,000 increments) the unpaid balance of this Convertible Debenture. All
      payments will first be applied to the repayment of accrued fees and expenses,
      then to accrued interest until all then outstanding accrued interest has been
      paid, and then shall be applied to the repayment of principal.
      Holder
      shall have the option to convert prior to payment pursuant to the terms of
      this
      Convertible Debenture.

     

    15. WAIVERS.
      The
      Company and all endorsers of this Convertible Debenture hereby waive notice,
      presentment, protest and notice of dishonor.

     

    16. ATTORNEYS’
      FEES.
      In the
      event any party is required to engage the services of any attorneys for the
      purpose of enforcing this Convertible Debenture, or any provision thereof,
      the
      prevailing party shall be entitled to recover its reasonable expenses and costs
      in enforcing this Convertible Debenture, including attorneys’ fees.

     

    17. TRANSFER.
      Neither
      this Convertible Debenture nor any rights hereunder may be assigned, conveyed
      or
      transferred, in whole or in part, without the Company’s prior written consent,
      which the Company may withhold in its sole discretion. The rights and
      obligations of the Company and the Holder under this Convertible Debenture
      shall
      be binding upon and benefit their respective permitted successors, assigns,
      heirs, administrators and transferees.

     

    18. GOVERNING
      LAW; JURISDICTION; VENUE.
      This
      Convertible Debenture shall be governed by and construed under the internal
      laws
      of the State of Texas as applied to agreements among Texas residents entered
      into and to be performed entirely within Texas, without reference to principles
      of conflict of laws or choice of laws. 

     

    19. HEADINGS.
      The
      headings and captions used in this Convertible Debenture are used only for
      convenience and are not to be considered in construing or interpreting this
      Convertible Debenture. All references in this Convertible Debenture to sections
      and exhibits shall, unless otherwise provided, refer to sections hereof and
      exhibits attached hereto, all of which exhibits are incorporated herein by
      this
      reference.

     

    20. NOTICES.
      Unless
      otherwise provided, any notice required or permitted under this Convertible
      Debenture shall be given in writing and shall be deemed effectively given
      (i) at the time of personal delivery, if delivery is in person;
      (ii) one (1) business day after deposit with an express overnight courier
      for United States deliveries, or two (2) business days after such deposit for
      deliveries outside of the United States, with proof of delivery from the courier
      requested; or (iii) three (3) business days after deposit in the United
      States mail by certified mail (return receipt requested) for United States
      deliveries when addressed to the party to be notified at the address indicated
      for such party or, in the case of the Company, at 4 Vicksburg Lane, Richardson,
      Texas 75080, and for the Holder at 6701 Democracy Boulevard, Suite 202,
      Bethesda, Maryland 20817, Attention: Chief Executive Officer, or at such other
      address as any party or the Company may designate by giving ten (10) days’
advance written notice to all other parties.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    21. AMENDMENTS
      AND WAIVERS.
      Any
      term of this Convertible Debenture may be amended, and the observance of any
      term of this Convertible Debenture may be waived (either generally or in a
      particular instance and either retroactively or prospectively) only with the
      written consent of the Company and the Holder. Any amendment or waiver effected
      in accordance with this Section shall be binding upon the Holder, each future
      holder of such securities, and the Company.

     

    22. SEVERABILITY.
      If one
      or more provisions of this Convertible Debenture are held to be unenforceable
      under applicable law, such provision(s) shall be excluded from this Convertible
      Debenture and the balance of the Convertible Debenture shall be interpreted
      as
      if such provision(s) were so excluded and shall be enforceable in accordance
      with its terms.

     

    [SIGNATURE
      PAGE NEXT]

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF,
      the
      Company has caused this Convertible Debenture to be signed in its name as of
      the
      date first above written.

     

    
      	 	
              GOBILITY,
                INC.

            
	 	 
	 	 	
              By:

            	 
	 	 	 	 
	 	 	
              Name:

            	 
	 	 	 	 
	 	 	
              Title:

            	
              President

            
	
              AGREED
                AND ACKNOWLEDGED:

            	 
	 	 
	
              MOBILEPRO
                CORP.

            	 
	 	 
	
              By:

            	 	 	 
	 	 	 	 
	
              Name:

            	
              Jay
                O. Wright

            	 	 
	 	 	 	 
	
              Title

            	
              CEO

            	 	 


    

    


     

    


    
      
         

      

      
        10