REGISTRATION
        RIGHTS AGREEMENT

       

      This
        Registration Rights Agreement (this “Agreement”)
        is
        made and entered into as of November 1, 2005, by and among Mobilepro Corp.,
        a
        Delaware corporation (the “Company”),
        and
        Balco Holdings Inc., a California corporation (the “Stockholder”).

       

      A. The
        Stockholder has agreed to acquire from the Company, and the Company has agreed
        to issue to the Stockholder, certain stock (the “Stock”)
        issued
        pursuant to the Merger Agreement dated of even date herewith, by and among
        the
        Company, InReach Internet, Inc., a Delaware corporation, InReach Internet,
        LLC,
        a California limited liability company, and the Stockholder.

       

      B. The
        Company wishes to provide the Stockholder certain piggyback registration
        rights
        with respect to the shares of the Stock. 

       

      1. REGISTRATION
        RIGHTS.

       

      1.1 Definitions.
        For
        purposes of this Section 1:

       

      (a) Common
        Stock.
        The
        term “Common
        Stock”
        means
        the Company’s common stock, $0.001 par value per share.

       

      (b) Registration.
        The
        terms “register,”“registration”
        and
“registered”
        refer
        to a registration effected by preparing and filing a registration statement
        in
        compliance with the Securities Act, and the declaration or ordering of
        effectiveness of such registration statement.

       

      (c) Registrable
        Securities.
        The
        term “Registrable
        Securities”
        means
        the
        Stock.

       

      (d) Registrable
        Securities Then Outstanding.
        The
        number of shares of “Registrable
        Securities then outstanding”
        shall
        mean the number of shares of Common Stock which are Registrable Securities
        that
        are then (1) issued and outstanding or (2) issuable pursuant
        to the
        exercise or conversion of then outstanding and then exercisable and qualifying
        options, warrants or convertible securities.

       

      (e) Holder.
        The
        term “Holder”
        means
        any person owning of record Registrable Securities or any assignee of record
        of
        such Registrable Securities to whom rights set forth herein have been duly
        assigned in accordance with this Agreement; provided,
        however,
        that
        the Company shall in no event be obligated to register shares of Common
        Stock.

       

      (f) SEC.
        The
        term “SEC”
        or
“Commission”
        means
        the U.S. Securities and Exchange Commission.

       

      1.2 Piggyback
        Registrations.
        The
        Company shall notify all Holders of Registrable Securities in writing at
        least
        thirty (30) days prior to filing any registration statement under the Securities
        Act for purposes of effecting a public offering of securities of the Company
        (including, but not limited to, registration statements relating to secondary
        offerings of securities of the Company, but excluding
        registration statements relating to any employee benefit plan or a corporate
        reorganization or other transaction covered by Rule 145 promulgated
        under
        the Securities Act, or a registration on any registration form which does
        not
        permit secondary sales or does not include substantially the same information
        as
        would be required to be included in a registration statement covering the
        sale
        of Registrable Securities) and will afford each such Holder an opportunity
        to
        include in such registration statement all or any part of the Registrable
        Securities then held by such Holder. Each Holder desiring to include in any
        such
        registration statement all or any part of the Registrable Securities held
        by
        such Holder shall, within twenty (20) days after receipt of the above-described
        notice from the Company, so notify the Company in writing, and in such notice
        shall inform the Company of the number of Registrable Securities such Holder
        wishes to include in such registration statement. If a Holder decides not
        to
        include all of its Registrable Securities in any registration statement
        thereafter filed by the Company, such Holder shall nevertheless continue
        to have
        the right to include any Registrable Securities in any subsequent registration
        statement or registration statements as may be filed by the Company with
        respect
        to offerings of its securities, all upon the terms and conditions set forth
        herein.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (a) Underwriting.
        If a
        registration statement under which the Company gives notice under this
        Section 1.2
        is for
        an underwritten offering, then the Company shall so advise the Holders of
        Registrable Securities. In such event, the right of any such Holder’s
        Registrable Securities to be included in a registration pursuant to this
        Section 1.2
        shall be
        conditioned upon such Holder’s participation in such underwriting and the
        inclusion of such Holder’s Registrable Securities in the underwriting to the
        extent provided herein. All Holders proposing to distribute their Registrable
        Securities through such underwriting shall enter into an underwriting agreement
        in customary form with the managing underwriter or underwriter(s) selected
        for
        such underwriting. Notwithstanding any other provision of this Agreement,
        if the
        managing underwriter determine(s) in good faith that marketing factors require
        a
        limitation of the number of shares to be underwritten, then the managing
        underwriter(s) may exclude shares (including Registrable Securities) from
        the
        registration and the underwriting, and the number of shares that may be included
        in the registration and the underwriting shall be allocated, first,
        to the
        Company, second
        to
        Holders requesting inclusion of their Registrable Securities in such
        registration statement on a pro rata basis based on the number of Registrable
        Securities each such Holder has requested to be included in the registration.
        If
        any Holder disapproves of the terms of any such underwriting, such Holder
        may
        elect to withdraw therefrom by written notice, given in accordance with
        Section 3.1
        hereof,
        to the Company and the underwriter, delivered at least twenty (20) days prior
        to
        the effective date of the registration statement. Any Registrable Securities
        excluded or withdrawn from such underwriting shall be excluded and withdrawn
        from the registration. For any Holder that is a partnership or corporation,
        the
        partners, retired partners and shareholders of such Holder, or the estates
        and
        family members of any such partners and retired partners and any trusts for
        the
        benefit of any of the foregoing persons shall be deemed to be a single “Holder,”
        and any pro rata reduction with respect to such “Holder” shall be based upon the
        aggregate amount of shares carrying registration rights owned by all entities
        and individuals included in such “Holder,” as defined in this
        sentence.

       

      (b) Expenses.
        All
        expenses incurred in connection with a registration pursuant to this
        Section 1.2,
        including without limitation all registration and qualification fees up to
        a
        maximum of $50,000, printers’ and accounting fees, fees and disbursements of
        counsel for the Company (but excluding underwriters’ discounts and commissions)
        shall be borne by the Company. Each Holder participating in a registration
        pursuant to this Section 1.2
        shall
        bear such Holder’s proportionate share (based on the number of shares sold by
        such Holder over the total number of shares included in such registration
        at the
        time it goes effective) of any registration and qualification fees in excess
        of
        $50,000 and all
        discounts, commissions or other amounts payable to underwriters or brokers
        in
        connection with such offering and the fees and disbursements of any counsel
        for
        the participating Holders. 

       

      
        
          
          

        

        
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      1.3 Obligations
        of the Company.
        Whenever required to effect the registration of any Registrable Securities
        under
        this Agreement, the Company shall, subject to the provisions of Section
1.3(g)
        below,
        as expeditiously as reasonably possible:

       

      (a) Prepare
        and file with the SEC a registration statement with respect to such Registrable
        Securities and use reasonable efforts to cause such registration statement
        to
        become effective, and, upon the request of the Holders of a majority of the
        Registrable Securities registered thereunder, keep such registration statement
        effective for up to ninety (90) days during which the Company has not exercised
        its right to suspend the registration statement pursuant to Section 1.3(g)
        below.

       

      (b) Prepare
        and file with the SEC such amendments and supplements to such registration
        statement and the prospectus used in connection with such registration statement
        as may be necessary to comply with the provisions of the Securities Act with
        respect to the disposition of all securities covered by such registration
        statement.

       

      (c) Furnish
        to the Holders such number of copies of a prospectus, including a preliminary
        prospectus, in conformity with the requirements of the Securities Act, and
        such
        other documents as they may reasonably request in order to facilitate the
        disposition of the Registrable Securities owned by them that are included
        in
        such registration.

       

      (d) Use
        reasonable efforts to register and qualify the securities covered by such
        registration statement under such other securities or Blue Sky laws of such
        jurisdictions as shall be reasonably requested by the Holders, provided that
        the
        Company shall not be required in connection therewith or as a condition thereto
        to qualify to do business or to file a general consent to service of process
        in
        any such states or jurisdictions.

       

      (e) In
        the
        event of any underwritten public offering, enter into and perform its
        obligations under an underwriting agreement, in usual and customary form,
        with
        the managing underwriter(s) of such offering. Each Holder participating in
        such
        underwriting hereby agrees to also enter into and perform its obligations
        under
        such an agreement.

       

      (f) Notify
        each Holder of Registrable Securities covered by such registration statement
        at
        any time when a prospectus relating thereto is required to be delivered under
        the Securities Act of the happening of any event as a result of which the
        prospectus included in such registration statement, as then in effect, includes
        an untrue statement of a material fact or omits to state a material fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading in the light of the circumstances then existing.

       

      (g) Notwithstanding
        any other provision of this Agreement, from and after the time a registration
        statement filed under this Section 2 covering Registrable Securities is declared
        effective, the Company shall have the right to suspend the registration
        statement and the related prospectus in order to prevent premature disclosure
        of
        any material non-public information related to corporate developments by
        delivering notice of such suspension to the Holders, provided,
        however,
        that the
        Company may exercise the right to such suspension only once in any 12-month
        period and for a period not to exceed 90 days. From and after the date of
        a
        notice of suspension under this Section 1.3(g),
        each
        Holder agrees not to use the registration statement or the related prospectus
        for resale of any Registrable Security until the earlier of (1) notice from
        the
        Company that such suspension has been lifted or (2) the 90th
        day
        following the giving of the notice of suspension.

       

      
        
          
          

        

        
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      1.4 Furnish
        Information.
        It
        shall be a condition precedent to the obligations of the Company to take
        any
        action pursuant to Section 1.2
        that the
        selling Holders shall furnish to the Company such information regarding
        themselves, the Registrable Securities held by them, and the intended method
        of
        disposition of such securities as shall be required to timely effect the
        registration of their Registrable Securities.

       

      1.5 Delay
        of Registration.
        No
        Holder shall have any right to obtain or seek an injunction restraining or
        otherwise delaying any such registration as the result of any controversy
        that
        might arise with respect to the interpretation or implementation of this
        Section 1.

       

      1.6 Indemnification.
        In the
        event any Registrable Securities are included in a registration statement
        under
        Section 1.2:

       

      (a) By
        the
        Company.
        To the
        extent permitted by law, the Company will indemnify and hold harmless each
        Holder, the partners, shareholders, officers and directors of each Holder,
        any
        underwriter (as defined in the Securities Act) for such Holder and each person,
        if any, who controls such Holder or underwriter within the meaning of the
        Securities Act or the Securities Exchange Act of 1934, as amended, (the
“Exchange
        Act”),
        against any losses, claims, damages, or liabilities (joint or several) to
        which
        they may become subject under the Securities Act, the Exchange Act or other
        federal or state law, insofar as such losses, claims, damages, or liabilities
        (or actions in respect thereof) arise out of or are based upon any of the
        following statements, omissions or violations (collectively, the “Violations”
        and,
        individually, a “Violation”):

       

      (1) any
        untrue statement or alleged untrue statement of a material fact contained
        in
        such registration statement, including any preliminary prospectus or final
        prospectus contained therein or any amendments or supplements thereto;
        or

       

      (2) the
        omission or alleged omission to state therein a material fact required to
        be
        stated therein, or necessary to make the statements therein not misleading;
        or

       

      (3) any
        violation or alleged violation by the Company of the Securities Act, the
        Exchange Act, any federal or state securities law or any rule or regulation
        promulgated under the Securities Act, the Exchange Act or any federal or
        state
        securities law in connection with the offering covered by such registration
        statement.

       

      
        
          
          

        

        
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      The
        Company will reimburse each such Holder, partner, officer or director,
        underwriter or controlling person for any legal or other expenses reasonably
        incurred by them, within three months after a request for reimbursement has
        been
        received by the Company, in connection with investigating or defending any
        such
        loss, claim, damage, liability or action; provided however,
        that
        the indemnity agreement contained in this Section 1.6(a)
        shall
        not apply to amounts paid in settlement of any such loss, claim, damage,
        liability or action if such settlement is effected without the consent of
        the
        Company (which consent shall not be unreasonably withheld), nor shall the
        Company be liable in any such case for any such loss, claim, damage, liability
        or action to the extent that it arises out of or is based upon a Violation
        which
        occurs in reliance upon and in conformity with written information furnished
        expressly for use in connection with such registration by such Holder, partner,
        officer, director, underwriter or controlling person of such
        Holder.

       

      (b) By
        Selling Holders.
        To the
        extent permitted by law, each selling Holder will indemnify and hold harmless
        the Company, each of its directors, each of its officers who have signed
        the
        registration statement, each person, if any, who controls the Company within
        the
        meaning of the Securities Act, any underwriter and any other Holder selling
        securities under such registration statement or any of such other Holder’s
        partners, directors or officers or any person who controls such Holder within
        the meaning of the Securities Act or the Exchange Act, against any losses,
        claims, damages or liabilities (joint or several) to which the Company or
        any
        such director, officer, controlling person, underwriter or other such Holder,
        partner or director, officer or controlling person of such other Holder may
        become subject under the Securities Act, the Exchange Act or other federal
        or
        state law, insofar as such losses, claims, damages or liabilities (or actions
        in
        respect thereto) arise out of or are based upon any Violation, in each case
        to
        the extent (and only to the extent) that such Violation occurs in reliance
        upon
        and in conformity with written information furnished by such Holder expressly
        for use in connection with such registration. Each such Holder will reimburse
        any legal or other expenses reasonably incurred by the Company or any such
        director, officer, controlling person, underwriter or other Holder, partner,
        officer, director or controlling person of such other Holder in connection
        with
        investigating or defending any such loss, claim, damage, liability or action;
        within three months after a request for reimbursement has been received by
        the
        indemnifying Holder, provided,
        however,
        that
        the indemnity agreement contained in this Section 1.6(b)
        shall
        not apply to amounts paid in settlement of any such loss, claim, damage,
        liability or action if such settlement is effected without the consent of
        the
        Holder, which consent shall not be unreasonably withheld; and provided further,
        that
        the total amounts payable in indemnity by a Holder under this
        Section 1.6(b)
        in
        respect of any Violation shall not exceed the net proceeds received by such
        Holder in the registered offering out of which such Violation
        arises.

       

      (c) Notice.
        Promptly after receipt by an indemnified party under this
        Section  1.6
        of
        notice of the commencement of any action (including any governmental action),
        such indemnified party will, if a claim in respect thereof is to be made
        against
        any indemnifying party under this Section  1.6,
        deliver
        to the indemnifying party a written notice of the commencement thereof. The
        indemnifying party shall have the right to participate in, and, to the extent
        the indemnifying party so desires, jointly with any other indemnifying party
        similarly noticed, to assume the defense thereof with counsel mutually
        satisfactory to the parties; provided,
        however,
        that an
        indemnified party shall have the right to retain its own counsel, with the
        fees
        and expenses to be paid by the indemnifying party, if representation of such
        indemnified party by the counsel retained by the indemnifying party would
        be
        inappropriate due to actual or potential conflict of interests between such
        indemnified party and any other party represented by such counsel in such
        proceeding. The failure to deliver written notice to the indemnifying party
        within a reasonable time of the commencement of any such action, if prejudicial
        to its ability to defend such action, shall relieve such indemnifying party
        of
        any liability to the indemnified party under this Section 1.6,
        but the
        omission so to deliver written notice to the indemnifying party will not
        relieve
        it of any liability that it may have to any indemnified party otherwise than
        under this Section 1.6.

       

      
        
          
          

        

        
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      (d) Defect
        Eliminated in Final Prospectus.
        The
        foregoing indemnity agreements of the Company and Holders are subject to
        the
        condition that, insofar as they relate to any Violation made in a preliminary
        prospectus but eliminated or remedied in the amended prospectus on file with
        the
        SEC at the time the registration statement in question becomes effective
        or the
        amended prospectus filed with the SEC pursuant to SEC Rule 424(b)
        (the
“Final
        Prospectus”),
        such
        indemnity agreement shall not inure to the benefit of any person if a copy
        of
        the Final Prospectus was furnished to the indemnified party and was not
        furnished to the person asserting the loss, liability, claim or damage at
        or
        prior to the time such action is required by the Securities Act.

       

      (e) Contribution.
        If the
        indemnification provided for in this Section 1.6
        is held
        by a court of competent jurisdiction to be unavailable to an indemnified
        party
        with respect to any loss, liability, claim, damage or expense referred to
        herein, then the indemnifying party, in lieu of indemnifying the indemnified
        party, shall contribute to the amount paid or payable by such indemnified
        party
        with respect to such loss, liability, claim, damage or expense in the proportion
        that is appropriate to reflect the relative fault of the indemnifying party
        and
        the indemnified party in connection with the statements or omissions that
        resulted in such loss, liability, claim, damage or expense, as well as any
        other
        relevant equitable considerations. The relative fault of the indemnifying
        party
        and the indemnified party shall be determined by reference to, among other
        things, whether the untrue or alleged untrue statement of material fact or
        the
        omission to state a material fact relates to information supplied by the
        indemnifying party or by the indemnified party, and the parties’ relative
        intent, knowledge, access to information and opportunity to correct or prevent
        such statement or omission. In any such case, (A) no such Holder will
        be
        required to contribute any amount in excess of the public offering price
        of all
        such Registrable Securities offered and sold by such Holder pursuant to such
        registration statement; and (B) no person or entity guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the Securities
        Act) will be entitled to contribution from any person or entity who was not
        guilty of such fraudulent misrepresentation.

       

      (f) Conflict
        with Underwriting Agreement.
        Notwithstanding the foregoing, to the extent that the provisions on
        indemnification and contribution contained in the underwriting agreement
        entered
        into in connection with the underwritten public offering are in conflict
        with
        the foregoing provisions, the provisions in the underwriting agreement will
        control.

       

      (g) Survival.
        The
        obligations of the Company and Holders under this Section 1.6
        shall
        survive the completion of any offering of Registrable Securities in a
        registration statement, and otherwise.

       

      
        
          
          

        

        
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      1.7 Rule 144
        Reporting.
        With a
        view to making available the benefits of certain rules and regulations of
        the
        Commission which may at any time permit the sale of the Registrable Securities
        to the public without registration, the Company agrees to:

       

      (a) Make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144 under the Securities Act;

       

      (b) Use
        reasonable, diligent efforts to file with the Commission in a timely manner
        all
        reports and other documents required of the Company under the Securities
        Act and
        the Exchange Act (at any time after it has become subject to such reporting
        requirements); and

       

      (c) So
        long
        as a Holder owns any Registrable Securities, to furnish to the Holder forthwith
        upon request a written statement by the Company as to its compliance with
        the
        reporting requirements of said Rule 144 (at any time after ninety
        (90) days
        after the effective date of the first registration statement filed by the
        Company for an offering of its securities to the general public), and of
        the
        Securities Act and the Exchange Act (at any time after it has become subject
        to
        the reporting requirements of the Exchange Act), a copy of the most recent
        annual or quarterly report of the Company, and such other reports and documents
        of the Company as a Holder may reasonably request in availing itself of any
        rule
        or regulation of the Commission allowing a Holder to sell any such securities
        without registration (at any time after the Company has become subject to
        the
        reporting requirements of the Exchange Act).

       

      1.8 Termination
        of the Company’s Obligations.
        The
        Company shall have no obligations pursuant to Section 1.2
        with
        respect to any Registrable Securities proposed to be sold by a Holder in
        a
        registration pursuant to Section 1.2
        if, in
        the opinion of counsel to the Company, all such Registrable Securities proposed
        to be sold by a Holder may be sold in a three (3) month period without
        registration under the Securities Act pursuant to Rule 144 under the
        Securities Act.

       

      2. ASSIGNMENT
        AND AMENDMENT.

       

      2.1 Assignment.
        Notwithstanding anything herein to the contrary:

       

      (a) Registration
        Rights.
        The
        registration rights of a Holder under Section 1
        hereof
        may be assigned only to a party who acquires at least 250,000 shares of Common
        Stock; provided,
        however
        that no
        party may be assigned any of the foregoing rights unless the Company is given
        written notice by the assigning party at the time of such assignment stating
        the
        name and address of the assignee and identifying the securities of the Company
        as to which the rights in question are being assigned; provided further,
        that
        any such assignee of such rights is not deemed by the Board of Directors
        of the
        Company, in its reasonable judgment, to be a competitor of the Company; and
        provided further
        that any
        such assignee shall receive such assigned rights subject to all the terms
        and
        conditions of this Agreement, including without limitation the provisions
        of
        this Section 2.
        Assignments may be made without the Company’s consent or obtaining the minimum
        number of shares of Registrable Securities noted above if the assignment
        is to a
        partner, affiliate, shareholder, parent, child or spouse of the holder or
        to the
        holder’s estate.

       

      
        
          
          

        

        
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      2.2 Amendment
        and Waiver of Rights.
        Any
        provision of this Agreement may be amended and the observance thereof may
        be
        waived (either generally or in a particular instance and either retroactively
        or
        prospectively), only with the written consent of the Company and Holders
        (and/or
        any of their permitted successors or assigns) holding Registrable
        Securities; provided,
        however,
        that
        the grant to third parties of piggyback registration rights under
        Section 1.2
        hereof
        on a pari passu basis with the piggyback registration rights of the Stockholder
        under Section 1.2
        shall
        not be deemed to be a material and adverse change to the piggyback registration
        rights of the Stockholder under this Agreement and shall not require the
        consent
        of Stockholder. Any amendment or waiver effected in accordance with this
        Section 2.2
        shall be
        binding upon each Holder, each permitted successor or assignee of such Holder
        and the Company.

       

      3. GENERAL
        PROVISIONS.

       

      3.1 Notices.
        Any and
        all notices required or permitted to be given to a party pursuant to the
        provisions of this Agreement will be in writing and will be effective and
        deemed
        to provide such party sufficient notice under this Agreement on the earliest
        of
        the following: (i) at the time of personal delivery, if delivery is
        in
        person; (ii)  at the time of transmission by facsimile, addressed
        to the
        other party at its facsimile number specified herein (or hereafter modified
        by
        subsequent notice to the parties hereto), with confirmation of receipt made
        by
        both telephone and printed confirmation sheet verifying successful transmission
        of the facsimile; (iii) 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 (iv) three (3) business days after deposit in the United States
        mail by
        certified mail (return receipt requested) for United States
        deliveries.

       

      All
        notices for delivery outside the United States will be sent by facsimile
        or by
        express courier. Notices by facsimile shall be machine verified as received.
        All
        notices not delivered personally or by facsimile will be sent with postage
        and/or other charges prepaid and properly addressed to the party to be notified
        at the address or facsimile number as follows, or at such other address or
        facsimile number as such other party may designate by one of the indicated
        means
        of notice herein to the other parties hereto as follows:

       

      (a) if
        to
        Stockholder, marked “Attention: Chief Financial Officer,” at Balco Holdings,
        Inc., 60 Berry Drive, Pacheco, CA 94553; Fax: (925) 947-1020; with
        a copy
        to Robbins Palmer & Allen LLP, 1901 Harrison Street, Suite 1550, Oakland,
        California 94612-3501, Fax: (510) 446-1946, Attention: Matthew E.
        Dambrov, Esq.

       

      (b) if
        to the
        Company, marked “Attention: President”, at 6701 Democracy Blvd., Suite 300,
        Bethesda, MD 20817; Fax: (301) 214-9061.

       

      3.2 Entire
        Agreement.
        This
        Agreement and the documents referred to herein, together with all the Exhibits
        hereto, constitute the entire agreement and understanding of the parties
        with
        respect to the subject matter of this Agreement, and supersede any and all
        prior
        understandings and agreements, whether oral or written, between or among
        the
        parties hereto with respect to the specific subject matter hereof. 

       

      
        
          
          

        

        
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      3.3 Governing
        Law.
        This
        Agreement will be governed by and construed in accordance with the laws of
        the
        State of Delaware, without giving effect to that body of laws pertaining
        to
        conflict of laws.

       

      3.4 Severability.
        If any
        provision of this Agreement is determined by any court or arbitrator of
        competent jurisdiction to be invalid, illegal or unenforceable in any respect,
        such provision will be enforced to the maximum extent possible given the
        intent
        of the parties hereto. If such clause or provision cannot be so enforced,
        such
        provision shall be stricken from this Agreement and the remainder of this
        Agreement shall be enforced as if such invalid, illegal or unenforceable
        clause
        or provision had (to the extent not enforceable) never been contained in
        this
        Agreement. Notwithstanding the forgoing, if the value of this Agreement based
        upon the substantial benefit of the bargain for any party is materially
        impaired, which determination as made by the presiding court or arbitrator
        of
        competent jurisdiction shall be binding, then both parties agree to substitute
        such provision(s) through good faith negotiations.

       

      3.5 Third
        Parties.
        Nothing
        in this Agreement, express or implied, is intended to confer upon any person,
        other than the parties hereto and their successors and assigns, any rights
        or
        remedies under or by reason of this Agreement.

       

      3.6 Successors
        And Assigns.
        Subject
        to the provisions of Section 2.1,
        this
        Agreement, and the rights and obligations of the parties hereunder, will
        be
        binding upon and inure to the benefit of their respective successors, assigns,
        heirs, executors, administrators and legal representatives.

       

      3.7 Titles
        and Headings.
        The
        titles, captions and headings of this Agreement are included for ease of
        reference only and will be disregarded in interpreting or construing this
        Agreement. Unless otherwise specifically stated, all references herein to
        “sections” and “exhibits” will mean “sections” and “exhibits” to this
        Agreement.

       

      3.8 Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed and delivered will be deemed an original, and all of which together
        shall constitute one and the same agreement.

       

      3.9 Costs
        And Attorneys’ Fees.
        In the
        event that any action, suit or other proceeding is instituted concerning
        or
        arising out of this Agreement or any transaction contemplated hereunder,
        the
        prevailing party shall recover all of such party’s costs and attorneys’ fees
        incurred in each such action, suit or other proceeding, including any and
        all
        appeals or petitions therefrom.

       

      3.10 Adjustments
        for Stock Splits, Etc.
        Wherever
        in this Agreement there is a reference to a specific number of shares of
        Common
        Stock of the Company of any class or series, then, upon the occurrence of
        any
        subdivision, combination or stock dividend of such class or series of stock,
        the
        specific number of shares so referenced in this Agreement shall automatically
        be
        proportionally adjusted to reflect the affect on the outstanding shares of
        such
        class or series of stock by such subdivision, combination or stock
        dividend.

       

      
        
          
          

        

        
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      3.11 Further
        Assurances.
        The
        parties agree to execute such further documents and instruments and to take
        such
        further actions as may be reasonably necessary to carry out the purposes
        and
        intent of this Agreement.

       

      3.12 Facsimile
        Signatures.
        This
        Agreement may be executed and delivered by facsimile and upon such delivery
        the
        facsimile signature will be deemed to have the same effect as if the original
        signature had been delivered to the other party. The original signature copy
        shall be delivered to the other party by express overnight delivery. The
        failure
        to deliver the original signature copy and/or the nonreceipt of the original
        signature copy shall have no effect upon the binding and enforceable nature
        of
        this Agreement.

       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have executed this Agreement as of the date and year first
        written above.

       

      
        	
                THE
                  COMPANY:

                 

                MOBILEPRO
                  CORP., a Delaware corporation

                 

              
	
                Name:

              	
                Jay
                  O. Wright

              
	
                 

                By:

              	
                 

                /s/Jay
                  O. Wright

              
	
                 

                Title:

              	
                 

                Chief
                  Executive Officer

              
	
                 

                STOCKHOLDER:

                 

                BALCO
                  HOLDINGS, INC., a California corporation

                 

              
	
                Name:

              	
                Graham
                  Westphal

              
	 	 
	
                By:

              	
                /s/
                  Graham Westphal

              
	
                 

                Title:

              	
                 

                Chief
                  Financial Officer

              


      

       

       

      
        
          
          

        

        
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