Exhibit
      10.1

    


    PROMISSORY
      NOTE

     

    Made
      as
      of August 1, 2008

    
      
        	Indebtedness is $330,000.00	
                 Maturity
                  Date July 31,
                  2010

              


      

    

     

    This
      Promissory Note (the “Note”) is made this 1st day of August, 2008, by and among
      MobilePro Corp., a Delaware corporation, its successors and/or assigns, with
      its
      principal business located at 6701 Democracy Blvd., Suite 202, Bethesda,
      Maryland 20817 (the “Company”),
      and
      Data Sales Co., Inc. a Minnesota corporation, its successors and/or assigns
      with
      its principal business located at 3450 W. Burnsville Parkway, Burnsville,
      Minnesota 55337 (the “Holder”).
      

     

    Background

     

    Company
      is a party to a Master Equipment Lease Agreement No. 39-10034 dated on or around
      September 27, 2006 (the “Equipment Lease Agreement”) by and between MobilePro
      Corp., Kite Networks, Inc. (“Lessee”) and Data Sales Co., Inc. (“Lessor”)
      .

     

    As
      of the
      date hereof, Company and Kite Networks, Inc. remain obligated to Lessor under
      the terms of the Equipment Lease Agreement in the amount of Three Hundred Thirty
      Thousand Dollars ($330,000.00) (the “Remaining Lease Obligations”).


     

    The
      parties intend to execute this Note in favor of Holder in full satisfaction
      of
      the Remaining Lease Obligations and acknowledges and agrees that it owes and
      shall pay to Holder all sums owing hereunder as and when due pursuant to the
      terms of this Note.

     

    Now,
      therefore, the Company and Holder hereby agree as follows:

     

    1. Obligation.
      The
      Company hereby promises to pay to the order of Holder on July 31, 2010 (the
      “Maturity
      Date”),
      at
      Holder’s principal place of business at 3450 W. Burnsville Parkway, Burnsville,
      Minnesota 55337, or at such other place as Holder may direct, the principal
      sum
      of Three Hundred Thirty Thousand Dollars ($330,000.00) (the “Principal Amount”)
      plus interest thereon a the rate of 12% per annum, compounded monthly,
      calculated on the outstanding and unpaid Indebtedness, based on a calendar
      year
      of 360 days and charged for the actual days elapsed in a month (the “Interest”)
      and all other sums, debts and obligations, whether now due or to become due,
      absolute or contingent, direct or indirect (all together, the “Indebtedness”),
      which shall be repaid to Holder as follows:

     

    (a) Commencing
      on September 1, 2008 and continuing to be received by Holder on the first day
      of
      each month thereafter until the Maturity Date (or such sooner time the
      Indebtedness is repaid) , Company shall begin making monthly payments to Holder
      in an amount equal to $10,000.00 per month, in good and readily available funds,
      which shall be applied by Holder to the outstanding and unpaid Indebtedness
      owed
      hereunder, with any balloon of principal, interest or fees due on or before
      the
      Maturity Date. 

     

    For
      purposes of this Note, 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. 

    


    3. Prepayment.
      Prepayment of the unpaid Principal Amount and/or interest due under this Note
      may be made at any time without penalty. Unless otherwise agreed in writing
      by
      Holder, all payments will be made in lawful tender of the United States and
      will
      be applied (a) first, to the payment of accrued interest, and (b) second, (to
      the extent that the amount of such prepayment exceeds the amount of all such
      accrued interest), to the payment of principal.

     

    4. Insurance
      Proceeds.
      The
      Company and Holder acknowledge that an insurance claim has been made or will
      be
      made against certain insurance policies maintained by the Company and/or Kite
      Networks, Inc. (the “Insurance Proceeds”). Company and Holder agree that, should
      Holder receive an award of any such Insurance Proceeds, Holder shall only be
      obligated to apply 50% net, net, of such Insurance Proceeds to the outstanding
      and unpaid Indebtedness. In the event the insurance recovery exceeds the amount
      of unpaid Principal Amount and any Unpaid Interest then the balance of the
      Insurance Proceeds, if any, shall be delivered to the Company. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5. Default;
      Acceleration of Obligation; Default Interest Rate.
      The
      Company will be deemed to be in default under this Note and the outstanding
      unpaid principal balance of this Note, 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)
      upon the Company’s failure to make any payment when due under this Note and such
      default continues for a period of five (5) days after the due date; (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. From and after such time default
      occurs, Interest shall be increased to 15% per annum, compounded monthly, on
      the
      then unpaid and outstanding Indebtedness, until such time the default is
      cured.

    


    6. Remedies
      On Default; Acceleration.
      Upon any
      Event of Default, Holder will have, in addition to its rights and remedies
      under
      this Note recourse against 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 Note and all unpaid accrued interest under this Note
      to
      be immediately due and payable in full. Company shall be responsible for all
      reasonable costs, expenses, legal fees and the like associated with the
      collection of this Note, or enforcement hereof.

     

    7. Waiver and Amendment.
      Any
      provision of this Note may be amended or modified only by a writing signed
      by
      both the Company and Holder. Except as provided below with respect to waivers
      by
      the Company, no waiver or consent with respect to this Note will be binding
      or
      effective unless it is set forth in writing and signed by the party against
      whom
      such waiver is asserted. No course of dealing between the Company and Holder
      will operate as a waiver or modification of any party’s rights or obligations
      under this Note. No delay or failure on the part of either party in exercising
      any right or remedy under this Note will operate as a waiver of such right
      or
      any other right. A waiver given on one occasion will not be construed as a
      bar
      to, or as a waiver of, any right or remedy on any future occasion.

     

    8. Waivers
      of Company.
      The
      Company hereby waives presentment, notice of non-payment, notice of dishonor,
      protest, demand and diligence. This Note may be amended only by a writing
      executed by the Company and Holder.

     

    9. Governing
      Law.
      This
      Note shall be governed by and construed under the laws of the State of
      Minnesota.

     

    10. Headings.
      The
      headings and captions used in this Note are used only for convenience and are
      not to be considered in construing or interpreting this Note. All references
      in
      this Note 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.

     

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

     

    12. Attorneys’
      Fees.
      In the
      event any party is required to engage the services of any attorneys for the
      purpose of enforcing this Note, or any provision thereof, the prevailing party
      shall be entitled to recover its reasonable expenses and costs in enforcing
      this
      Note, including attorneys’ fees.

     

    13. Assignment.
      This
      Note is freely assignable by Holder. The rights and obligations of the Company
      and the Holder under this Note shall be binding upon and benefit their
      respective permitted successors, assigns, heirs, administrators and
      transferees.

     

    14. Full
      Payment.
      Other
      than that certain Master Lease Agreement No. 39-10076 dated on or about March
      7,
      2008 by and between Mobilepro Corp., Kite Networks, Inc., DHB Networks, Ltd.,
      and Data Sales Co., Inc., this Note represents the only other obligation of
      the
      Company to the Holder and all other obligations, if any, shall be deemed
      satisfied by the execution and full performance of this Note.

     

     

    IN
      WITNESS WHEREOF, the Company has executed this Promissory Note as of the date
      and year first above written.

    


     

    THE
      COMPANY

     

    MobilePro
      Corp.

     

    By: /s/
      Jay Wright     

    Name:
      Jay
      Wright

    Title:
      Chairman and Chief Executive Officer

     

     

    AGREED
      AND ACKNOWLEDGED:

     

    THE
      HOLDER 

     

    Data
      Sales Co., Inc.

     

    By: /s/
      Raymond Marr   

    Name:
      Raymond Marr 

    Title:
      Vice President