Exhibit
      10.1

    


    

      AMENDMENT
        NO. 5 TO CONVERTIBLE DEBENTURES 

      


      This
        Amendment No. 5 (“Amendment”)
        is
        made as of July 18, 2007 to the Convertible Debentures (collectively, the
        “Convertible
        Debentures”)
        issued
        under the Securities Purchase Agreement dated August 28, 2006 (the “SPA”)
        by and
        between Cornell Capital Partners, LP (“Cornell
        Capital”)
        and
        Mobilepro Corp. (the “Company”)
        for
        loans totaling $7,000,000 from Cornell Capital.

       

      WHEREAS,
        the
        Company had been paying to Cornell Capital weekly payments of $300,000 in
        principal payments plus interest on the outstanding principal balance of
        the
        Convertible Debentures commencing April 5, 2007 in place of the original
        amount
        of $125,000 in scheduled payments commencing January 2, 2007 (the “Scheduled
        Payments”)
        in
        accordance with Amendment No. 3 to Convertible Debentures dated April 2,
        2007
        between the Company and Cornell Capital;

      


      WHEREAS,
        pursuant to Amendment No. 4 to Convertible Debentures dated May 11, 2007
        all
        Scheduled Payments were suspended until July 1, 2007 since the Company expected
        to engage in a transaction to generate sufficient cash to pay the principal
        and
        interest owed under the Convertible Debentures;

      


      WHEREAS,
        the
        Company has executed a Purchase Agreement dated June 29, 2007 pursuant to
        which
        it will sell certain of its telephony businesses and will be able to extinguish
        all principal and interest owed under the terms of the Convertible Debentures
        as
        those businesses are sold in stages; and

      


        WHEREAS,
        the
        parties to this Agreement desire to amend the Convertible Debentures to defer
        payment of principal and interest under the Scheduled Payments until January
        1,
        2008.

      


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

      


      Section
        1. Amendment
        to Section 1.02 of the Convertible Debentures.
        Section
        1.02
        of the
        Convertible Debentures is hereby amended and restated in its entirety as
        follows:

      


      Section
        1.02 Payments.
        

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (a) The
        Company shall make weekly scheduled payments (“Scheduled
        Payments”)
        consisting of at least $125,000 of principal, commencing with the first
        Scheduled Payment which shall be due and payable on January 1, 2008. Interest
        payments on the outstanding principal balance hereof shall be due and payable
        with the principal payment installments above (accruing from the date hereof
        in
        accordance with the terms of the Convertible Debentures); provided
        that
        subject to Cornell Capital and/or the Company receiving a legal opinion that
        it
        can sell shares of the Company’s Common Stock under Rule 144 of the Securities
        and Exchange Commission (the “Commission”),
        the
        Company shall exercise conversions of the outstanding Convertible Debentures
        commencing on September 1, 2007 at the Payment Conversion Price set forth
        herein
        in the maximum amount permitted in accordance with the volume limits under
        Rule
        144 to the extent that they apply and equal to the Scheduled Payments to
        the
        extent that such volume limits do not apply. Upon exercise of such conversions
        by the Company, Cornell Capital may commence sales of the Company’s Common Stock
        to reduce the outstanding principal and interest due under this Debenture.
        The
        Company shall have the right to make each Scheduled Payment in shares of
        Common
        Stock, which shares shall be valued at the lower of the Conversion Price
        then in
        effect or a price equal to a seven percent (7%) discount to the average of
        the
        two lowest daily volume weighted average prices of the Common Stock as quoted
        by
        Bloomberg, LP for the five (5) trading days immediately following the Scheduled
        Payment date (the “Payment
        Conversion Price”),
        provided
        that
        such shares are either (i) freely tradeable under Rule 144 of the Commission,
        (ii) registered for sale under the Securities Act of 1933, or (iii) freely
        tradeable without restriction in the hands of the Holder. All payments in
        respect of the indebtedness evidenced hereby shall be made in collected funds
        (unless paid in shares of Common Stock) and shall be applied to principal,
        accrued interest and charges and expenses owing under or in connection with
        this
        Debenture in such order as the Holder elects, except that payments shall
        be
        applied to accrued interest before principal. Notwithstanding the foregoing,
        this Debenture shall become due and immediately payable, including all accrued
        but unpaid interest, upon an Event of Default (as defined in Section
        3.01
        hereof).
        Whenever any payment or other obligation hereunder shall be due on a day
        other
        than a business day, such payment shall be made on the next succeeding business
        day. Time is of the essence of this Debenture. The Company shall be permitted
        to
        prepay any amounts owed under this Debenture if the price of the shares of
        the
        Company’s Common Stock is less than $0.275 per share and also may, at its
        option, increase any scheduled payment to $750,000 (payable in cash or Common
        Stock as set forth above) without incurring any penalties or fees. Nothing
        contained in this paragraph shall limit the amount that the Holder can convert
        at any time. 

      


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

      


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

      


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

      


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

      


      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      


      


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

      


       

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


      

       

       

      
        
          	 	 	 
	 	
                  CORNELL
                    CAPITAL PARTNERS, LP

                   

                  By:
                    Yorkville Advisors, LLC

                  Its:
                    Investment Manager

                
	 
 	 
 	 
 
	 	By:  	/s/
                  Troy J. Rillo
	 	
                  
Name:
                  Troy J. Rillo
	 	Its:
                  Managing Director


        

         

      
 

    
      
        
        

      

      
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