Exhibit
      10.2

    

      AMENDMENT
        NO. 3 TO CONVERTIBLE DEBENTURE 

      


      This
        Amendment No. 3 (“Amendment”)
        to the
        Convertible Debenture in the principal amount of $15,149,650 dated June 30,
        2006, as amended (the “Convertible
        Debenture”)
        is
        made as of July 18, 2007, by and among Cornell Capital Partners, LP
        (“Cornell
        Capital”)
        and
        Mobilepro Corp. (the “Company”).

       

      WHEREAS,
        the
        Company owes Cornell Capital weekly payments of $250,000 in principal payments
        plus interest on the outstanding principal balance of the Convertible Debenture
        commencing November 15, 2006;

      


      WHEREAS,
        pursuant to Amendment No. 2 to Convertible Debenture Cornell Capital agreed
        to
        allow the Company to suspend all principal and interest payments under the
        Convertible Debenture until July 8, 2007;

      


      WHEREAS,
        the
        Company has executed a Purchase Agreement dated June 29, 2007 pursuant to
        which
        it has agreed to sell certain of its telephony businesses and will be able
        to
        extinguish all principal and interest owed under the terms of the Convertible
        Debenture 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 Debenture.
        Section
        1.02
        of the
        Convertible Debenture is hereby amended and restated in its entirety as
        follows:

      


      Section
        1.02 Payments.
        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (a) The
        Company shall be required to make weekly scheduled payments (“Scheduled
        Payments”)
        consisting of at least $250,000 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 $0.275 or a seven percent
        (7%) discount to the average of the two lowest daily volume weighted average
        prices of the Company’s 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 all
        such shares may only be issued by the Company if such shares are tradeable
        under
        Rule 144, are registered for sale under the Securities Act of 1933 or are
        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 Debenture shall continue in full force
        and
        effect and is 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 subtitles 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:
                Senior Managing Director


      

    

     

    
      
        
        

      

      
        -3-