Exhibit
      10.5

    


    

      MANAGEMENT
        AGREEMENT

      


      THIS
        MANAGEMENT AGREEMENT (this “Agreement”)
        is
        made as of this 18th day of July, 2007 (the “Effective
        Date”)
        by and
        among MOBILEPRO
        CORP.,
        a
        Delaware corporation having a place of business and mailing address of 6701
        Democracy Boulevard, Suite 202, Bethesda, Maryland 20817 (the “Company”)
        and
United
        Systems Access Telecom, Inc.,
        a
        Delaware corporation (“Manager”),
        and
United
        Systems Access, Inc.,
        d/b/a
        USA TELEPHONE, a Delaware corporation and parent of Manager (“Parent”)
        (Company, Manager and Parent each, a “Party”
and
        collectively, the “Parties”).
        Capitalized terms used but not otherwise defined herein shall have the meanings
        ascribed to them in the Purchase Agreement (as defined below).

      


      RECITALS

      


      WHEREAS,
        the
        Company owns all of the issued and outstanding capital stock of each of Close
        Call America, a Delaware corporation (“CCA”)
        and
        American Fiber Networks, a Delaware corporation (“AFN”)
        and
        World Trade Network, Inc. (“WTN”)
        (collectively, CCA, AFN and WTN are referred to as the “Operating
        Corporations”
and
        each as a “Operating
        Corporation”);

       

      WHEREAS,
        the
        Operating Companies are in the business of providing (i) local, long distance,
        payphone and Internet services to business customers and traditional local
        and
        long distance phone services, as well as leading edge VoIP technology, cellular
        and EVDO services to consumers in all fifty states (collectively, the
“Business”).
        

       

      WHEREAS,
        Company
        as seller, and Parent, as buyer, have entered into that certain Purchase
        Agreement of even or near even date herewith for the purchase of all outstanding
        equity in the Operating Companies (the “Purchase
        Agreement”);
        and

      


      WHEREAS,
        pending
        receipt of all necessary governmental and third party approvals necessary
        to
        consummate the transactions described in the Purchase Agreement (the
“Required
        Approvals”),
        the
        Parties desire that Manager shall have exclusive authority to operate the
        business of the Operating Companies, pursuant and subject to the terms of
        this
        Agreement. 

      


      AGREEMENT

      


      NOW,
        THEREFORE,
        in
        consideration of the foregoing, and in consideration of the representations,
        warranties, covenants and agreements contained herein, the Parties hereby
        agree
        as follows:

      


      
        
          ARTICLE
            1.          MANAGEMENT
            SERVICES

        

      

      


      1.1. Company
        and Parent hereby appoint Manager, and Manager hereby accepts the appointment,
        to manage the Business of the Operating Companies, which appointment includes
        the right to manage, use, expend and have access to all property of the
        Operating Companies, including cash on hand as of the Effective Date and
        all
        cash generated in the ordinary course of operations of the Operating Companies.
        Except as expressly limited pursuant to this Agreement, the authority of
        the
        Manager with respect to the operation of the Business shall be exclusive,
        even
        as to the Company, and absolute.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.2. Manager
        shall manage the Operating Companies in such manner as the Manager deems
        appropriate in the exercise of its reasonable business judgment.

      


      1.3. All
        employees of the Operating Companies shall remain as such, subject to the
        right
        and responsibility of the Manager to supervise, evaluate, discipline, let-go
        and
        hire such employees as it shall deem appropriate in the conduct of its
        responsibilities hereunder. 

      


      1.4. Neither
        Manager nor the Company shall be required to advance any funds to the Operating
        Companies pursuant to this Agreement. No amount shall be paid to the Company
        by
        the Operating Companies during the Term of this Agreement, whether as
        distributions, return of capital, dividends, compensation, repayment of advances
        or loans or otherwise. The Manager may in its discretion withdraw funds from
        the
        Target Companies in addition to the management fee described in Article 3
        below,
        but subject to the terms of Article 5 hereof.

      


      1.5. Neither
        Manager nor Parent shall have liability to the Company or the Operating
        Companies for their acts or omissions in connection with this Agreement unless
        they are found to have acted fraudulently or in bad faith. In no event shall
        Manager or Parent be liable for consequential, special, punitive or exemplary
        damages. 

      


      1.6. Company
        shall cause William Fogg to be appointed as CEO of the Operating
        Corporations.

      


      1.7. During
        the term of this Agreement, the Manager shall cause the Target Companies
        to pay
        Cornell accrued interest on the obligations of the Company to Cornel, on
        the
        following schedule and Manager shall fund such payments to the extent that
        Manager has withdrawn or been paid funds from the Target Companies:

      


      Accrued
        Interest for the month of July 2007 by September 30, 2007

      Accrued
        Interest for the month of August 2007 by October 31, 2007

      Accrued
        Interest for the month of September 2007 by November 30, 2007

      Accrued
        Interest of the month of October 2007 by December 31, 2007 and 

      Continuing
        on the same schedule thereafter

      


      


      
        
          ARTICLE
            2.          TERM

        

      

      


      This
        Agreement shall become effective on the date of the ISP Closing and shall
        terminate on the earlier of (i) the date of the Second Closing or (ii) the
        date
        that the Purchase Agreement is terminated by Parent pursuant to Section 9.1
        (a)
        thereof or by the Company pursuant to Section 9.1 (b) thereof or (iii) by
        mutual
        agreement of the Parties. 

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
        
          ARTICLE
            3.          COMPENSATION

        

      

      


      3.1. The
        Manager shall be compensated for its services provided under and pursuant
        to
        this Agreement at the rate of One Hundred Thousand Dollars ($100,000) per
        month,
        which amount shall be pro-rated for any partial month. The Manager may also
        be
        reimbursed by the Operating Companies for the Manager’s reasonable out-of-pocket
        expenses incurred in the performance of its duties hereunder.

      


      
        
          ARTICLE
            4.          COVENANT

        

      

      


      The
        Company covenants with Parent and Manager to cooperate with Manager in its
        management of the Business and to take such other actions, in its capacity
        as
        the record holder of all outstanding equity in the Operating Companies, as
        may
        be reasonably necessary to enable the Manager to manage the
        Business.

      


      
        
          ARTICLE
            5.          PURCHASE
            AGREEMENT

        

      

      


      Nothing
        herein shall be deemed to limit or otherwise modify the rights and obligations
        of the Parties under the Purchase Agreement, which rights and obligations
        shall
        have terminated or shall remain in effect in accordance with their terms.
        The
        parties acknowledge that during the term of this Agreement, the Manager intends
        to cause substantial additional business from its customers or customers
        of its
        affiliates to be serviced by the Target Companies, which the parties expect
        will
        increase the profitability of the Target Companies. The parties further
        acknowledge that during the term of this Agreement the Manager intends to
        implement certain other efficiencies with respect to the operations of the
        Target Companies, thereby improving their profitability. In the event that
        the
        Second Closing does not occur, the parties agree that the profits of the
        Target
        Companies shall be allocated between the Manager and the Company equitably
        so as
        to fairly compensate the Manager for the increased profitability of the Target
        Companies caused by the Manager during the term of this Agreement. Following
        such allocation, the parties shall true-up, with the Manager paying the Company
        in the event that it has withdrawn funds in excess of its share of the profits
        and the Company paying the Manager if the Manager has not withdrawn its full
        share of the profits. Profits shall be determined after payment of the
        management fee due to Manager and after accrual (or payment) of interest
        due to
        Cornell. 

      


      
        
          ARTICLE
            6.          ASSIGNMENT

        

      

      


      No
        Party
        hereto may assign its rights or obligations under this Agreement without
        the
        prior written consent of the other Parties, which consent shall not be
        unreasonably withheld, conditioned or delayed, except that Manager may assign
        its rights and obligations under this Agreement to any parent, subsidiary
        or
        affiliate of Manager.

      


      
        
          ARTICLE
            7.          MISCELLANEOUS

        

      

      


      7.1. Notice.
        All
        notices or other communications hereunder shall be made in the same manner
        and
        subject to the same terms as set forth in the Purchase Agreement

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      7.2. Amendment
        Waiver.
        Any
        provision of this Agreement may be amended or waived if, and only if, such
        amendment or waiver is in writing and signed, in the case of an amendment,
        by
        all of the Parties, or in the case of a waiver, by each Party against whom
        the
        waiver is to be effective. No failure or delay by any Party in exercising
        any.
        right, power or privilege hereunder shall operate as a waiver thereof, nor
        shall
        any single or partial exercise thereof preclude any other or further exercise
        thereof or the exercise of any other right, power or privilege.

      


      7.3. Governing
        Law; Jurisdiction; Service of Process.
        This
        Agreement shall be

      governed
        by and construed in accordance with the laws of the State of Maine, its rules
        of
        conflict of laws notwithstanding. The Parties hereto irrevocably elect as
        the
        sole judicial forum for the adjudication of any matters arising under or
        in
        connection with this Agreement, and consent to the jurisdiction of, any state
        or
        federal court of competent jurisdiction within the State of Maine and waives
        any
        objection to venue laid therein. Process in any action or proceeding referred
        to
        in the preceding sentence may be served on such Party at the address and
        in the
        manner provided in the Purchase Agreement.

      


      7.4. Relationship
        of the Parties.
        The
        Manager is an independent contractor with respect to the Company. Nothing
        contained herein shall be deemed to create any franchise, fiduciary, agency,
        partnership, joint venture, employment or special relationship between
        them.

      


      7.5. Entire
        Agreement.
        This
        Agreement and the documents referenced herein, including the Purchase Agreement,
        contain the entire agreement between the Parties hereto with respect to the
        subject matter hereof and supersede all prior agreements and understandings,
        oral or written, with respect to such matters.

      


      7.6. Parties
        in Interest.
        Except
        as otherwise provided in this Agreement, this

      Agreement
        shall inure to the benefit of and be binding upon the Parties hereto and
        their
        respective successors and permitted assigns. Nothing in this Agreement, express
        or implied, is intended to confer upon any person other the Parties or their
        any
        of their respective successors or permitted assigns, any rights or remedies
        under or by reason of this Agreement.

      


      7.7. Headings.
        Headings contained in this Agreement are for reference purposes only and
        are not
        intended to describe, interpret, define or limit the scope, extent or intent
        of
        this Agreement or any provision of this Agreement.

      


      7.8. Counterparts.
        This
        Agreement may be executed in counterparts, each of which shall be an original,
        and such counterparts shall together constitute but one and the same
        instrument.

      


      7.9. Severability.
        Except
        as set forth in Section 7.9, if any provision contained in this Agreement
        is
        held to be invalid, illegal or unenforceable in any respect by any court
        or
        other authority, then such provision shall be deemed limited to the extent
        that
        such court or other authority deems it reasonable and enforceable, and as
        so
        limited shall remain in full force and effect. In the event that such court
        or
        other authority shall deem any such provision wholly unenforceable, this
        shall
        not affect any other provision hereof; and this Agreement shall be construed
        as
        if such invalid, illegal or unenforceable provision or provisions had not
        been
        contained herein.

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      IN
        WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed
        as
        an instrument under seal in multiple counterparts as of the date set forth
        above
        by their duly authorized representatives.

       

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


      

       

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


        

         

      

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




       

      
        
           

        

        
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