exv10w22



 





EXHIBIT 10.22




MOBILEPRO CORP.

PLACEMENT AGENT AGREEMENT




Dated as of: May 13, 2004




Newbridge Securities Corporation

1451 Cypress Creek Road, Suite 204

Fort Lauderdale, Florida 33309



Ladies and Gentlemen:




     The undersigned, MobilePro Corp., a Delaware corporation (the
“Company”), hereby agrees with Newbridge Securities Corporation (the
“Placement Agent”) and Cornell Capital Partners, LP, a Delaware Limited
Partnership (the “Investor”), as follows:



     1. Offering. The Company hereby engages the Placement Agent to act
as its exclusive placement agent in connection with the Standby Equity
Distribution Agreement dated the date hereof (the “Standby Equity
Distribution Agreement”), pursuant to which the Company shall issue and
sell to the Investor, from time to time, and the Investor shall purchase from
the Company (the “Offering”) up to One Hundred Million Dollars
($100,000,000) of the Company’s common stock (the “Commitment Amount”),
par value $0.001 per share (the “Common Stock”), at price per share
equal to the Purchase Price, as that term is defined in the Standby Equity
Distribution Agreement. The Placement Agent services shall consist of
reviewing the terms of the Standby Equity Distribution Agreement and advising
the Company with respect to those terms.



     All capitalized terms used herein and not otherwise defined herein shall
have the same meaning ascribed to them as in the Standby Equity Distribution
Agreement. The Investor will be granted certain registration rights with
respect to the Common Stock as more fully set forth in the Registration Rights
Agreement between the Company and the Investor dated the date hereof (the
“Registration Rights Agreement”). The documents to be executed and
delivered in connection with the Offering, including, but not limited, to the
Company’s latest Quarterly Report on Form 10-QSB as filed with the United
States Securities and Exchange Commission, this Agreement, the Standby Equity
Distribution Agreement, the Registration Rights Agreement, and the Escrow
Agreement dated the date hereof (the “Escrow Agreement”), are referred
to sometimes hereinafter collectively as the “Offering Materials.” The
Company’s Common Stock purchased by the Investor hereunder or to be issued in
connection with the conversion of any debentures are sometimes referred to
hereinafter as the “Securities.” The Placement Agent shall not be
obligated to sell any Securities.



     2. Compensation.



          A. Upon the execution of this Agreement, the Company shall issue to the
Placement Agent or its designee ten thousand (10,000) shares of the Company’s
Common Stock



 









 





(the “Placement Agent’s Shares”). The Placement Agent
shall be entitled to “piggy-back” registration rights, which shall be triggered
upon registration of any shares of Common Stock by the Investor with respect to
the Placement Agent’s Shares pursuant to the Registration Rights Agreement
dated the date hereof.



     3. Representations, Warranties and Covenants of the Placement
Agent.



          A. The Placement Agent represents, warrants and covenants as follows:



               (i) The Placement Agent has the necessary power to enter into this
Agreement and to consummate the transactions contemplated hereby.



               (ii) The execution and delivery by the Placement Agent of this Agreement
and the consummation of the transactions contemplated herein will not result in
any violation of, or be in conflict with, or constitute a default under, any
agreement or instrument to which the Placement Agent is a party or by which the
Placement Agent or its properties are bound, or any judgment, decree, order or,
to the Placement Agent’s knowledge, any statute, rule or regulation applicable
to the Placement Agent. This Agreement when executed and delivered by the
Placement Agent, will constitute the legal, valid and binding obligations of
the Placement Agent, enforceable in accordance with their respective terms,
except to the extent that (a) the enforceability hereof or thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally,
(b) the enforceability hereof or thereof is subject to general principles of
equity, or (c) the indemnification provisions hereof or thereof may be held to
be in violation of public policy.



               (iii) Upon receipt and execution of this Agreement, the Placement Agent
will promptly forward copies of this Agreement to the Company or its counsel
and the Investor or its counsel.



               (iv) The Placement Agent will not intentionally take any action that it
reasonably believes would cause the Offering to violate the provisions of the
Securities Act of 1933, as amended (the “1933 Act”), the Securities
Exchange Act of 1934 (the “1934 Act”), the respective rules and
regulations promulgated thereunder (the “Rules and Regulations”) or
applicable “Blue Sky” laws of any state or jurisdiction.



               (v) The Placement Agent is a member of the National Association of
Securities Dealers, Inc., and is a broker-dealer registered as such under the
1934 Act and under the securities laws of the states in which the Securities
will be offered or sold by the Placement Agent unless an exemption for such
state registration is available to the Placement Agent. The Placement Agent is
in material compliance with the rules and regulations applicable to the
Placement Agent generally and applicable to the Placement Agent’s participation
in the Offering.



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     4. Representations and Warranties of the Company.



          A. The Company represents and warrants as follows:



               (i) The execution, delivery and performance of each of this Agreement, the
Standby Equity Distribution Agreement, the Escrow Agreement, and the
Registration Rights Agreement has been or will be duly and validly authorized
by the Company and is, or with respect to this Agreement, the Standby Equity
Distribution Agreement, the Escrow Agreement, and the Registration Rights
Agreement will be, a valid and binding agreement of the Company, enforceable in
accordance with its respective terms, except to the extent that (a) the
enforceability hereof or thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in effect and
affecting the rights of creditors generally, (b) the enforceability hereof or
thereof is subject to general principles of equity or (c) the indemnification
provisions hereof or thereof may be held to be in violation of public policy.
The Securities to be issued pursuant to the transactions contemplated by this
Agreement, the Standby Equity Distribution Agreement have been duly authorized
and, when issued and paid for in accordance with this Agreement, the Standby
Equity Distribution Agreement and the certificates/instruments representing
such Securities, will be valid and binding obligations of the Company,
enforceable in accordance with their respective terms, except to the extent
that (1) the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in effect and
affecting the rights of creditors generally, and (2) the enforceability thereof
is subject to general principles of equity. All corporate action required to
be taken for the authorization, issuance and sale of the Securities has been
duly and validly taken by the Company.



               (ii) The Company has a duly authorized, issued and outstanding
capitalization as set forth in the Standby Equity Distribution Agreement. The
Company is not a party to or bound by any instrument, agreement or other
arrangement providing for it to issue any capital stock, rights, warrants,
options or other securities, except for this Agreement, the agreements
described herein and as described in the Standby Equity Distribution Agreement,
dated the date hereof and the agreements described therein. All issued and
outstanding securities of the Company, have been duly authorized and validly
issued and are fully paid and non-assessable; the holders thereof have no
rights of rescission or preemptive rights with respect thereto and are not
subject to personal liability solely by reason of being security holders; and
none of such securities were issued in violation of the preemptive rights of
any holders of any security of the Company.



               (iii) The Common Stock to be issued in accordance with this Agreement, the
Standby Equity Distribution Agreement have been duly authorized and, when
issued and paid for in accordance with this Agreement, the Standby Equity
Distribution Agreement and the certificates/instruments representing such
Common Stock will be validly issued, fully-paid and non-assessable; the holders
thereof will not be subject to personal liability solely by reason of being
such holders; such Securities are not and will not be subject to the preemptive
rights of any holder of any security of the Company.



               (iv) The Company has good and marketable title to, or valid and
enforceable leasehold estates in, all items of real and personal property
necessary to conduct its



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business (including, without limitation, any real or personal property
stated in the Offering Materials to be owned or leased by the Company), free
and clear of all liens, encumbrances, claims, security interests and defects of
any material nature whatsoever, other than those set forth in the Offering
Materials and liens for taxes not yet due and payable.



               (v) There is no litigation or governmental proceeding pending or, to the
best of the Company’s knowledge, threatened against, or involving the
properties or business of the Company, except as set forth in the Offering
Materials.



               (vi) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware. Except
as set forth in the Offering Materials, the Company does not own or control,
directly or indirectly, an interest in any other corporation, partnership,
trust, joint venture or other business entity. The Company is duly qualified
or licensed and in good standing as a foreign corporation in each jurisdiction
in which the character of its operations requires such qualification or
licensing and where failure to so qualify would have a material adverse effect
on the Company. The Company has all requisite corporate power and authority,
and all material and necessary authorizations, approvals, orders, licenses,
certificates and permits of and from all governmental regulatory officials and
bodies (domestic and foreign) to conduct its businesses (and proposed business)
as described in the Offering Materials. Any disclosures in the Offering
Materials concerning the effects of foreign, federal, state and local
regulation on the Company’s businesses as currently conducted and as
contemplated are correct in all material respects and do not omit to state a
material fact. The Company has all corporate power and authority to enter into
this Agreement, the Standby Equity Distribution Agreement, the Registration
Rights Agreement, and the Escrow Agreement, to carry out the provisions and
conditions hereof and thereof, and all consents, authorizations, approvals and
orders required in connection herewith and therewith have been obtained. No
consent, authorization or order of, and no filing with, any court, government
agency or other body is required by the Company for the issuance of the
Securities or execution and delivery of the Offering Materials except for
applicable federal and state securities laws. The Company, since its
inception, has not incurred any liability arising under or as a result of the
application of any of the provisions of the 1933 Act, the 1934 Act or the Rules
and Regulations.



               (vii) There has been no material adverse change in the condition or
prospects of the Company, financial or otherwise, from the latest dates as of
which such condition or prospects, respectively, are set forth in the Offering
Materials, and the outstanding debt, the property and the business of the
Company conform in all material respects to the descriptions thereof contained
in the Offering Materials.



               (viii) Except as set forth in the Offering Materials, the Company is not
in breach of, or in default under, any term or provision of any material
indenture, mortgage, deed of trust, lease, note, loan or Standby Equity
Distribution Agreement or any other material agreement or instrument evidencing
an obligation for borrowed money, or any other material agreement or instrument
to which it is a party or by which it or any of its properties may be bound or
affected. The Company is not in violation of any provision of its charter or
by-laws or in violation of any franchise, license, permit, judgment, decree or
order, or in violation of any material statute, rule or regulation. Neither
the execution and delivery of the Offering Materials nor the issuance and sale
or delivery of the Securities, nor the consummation of any of the



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transactions contemplated in the Offering Materials nor the compliance by
the Company with the terms and provisions hereof or thereof, has conflicted
with or will conflict with, or has resulted in or will result in a breach of,
any of the terms and provisions of, or has constituted or will constitute a
default under, or has resulted in or will result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the Company
or pursuant to the terms of any indenture, mortgage, deed of trust, note, loan
or any other agreement or instrument evidencing an obligation for borrowed
money, or any other agreement or instrument to which the Company may be bound
or to which any of the property or assets of the Company is subject except (a)
where such default, lien, charge or encumbrance would not have a material
adverse effect on the Company and (b) as described in the Offering Materials;
nor will such action result in any violation of the provisions of the charter
or the by-laws of the Company or, assuming the due performance by the Placement
Agent of its obligations hereunder, any material statute or any material order,
rule or regulation applicable to the Company of any court or of any foreign,
federal, state or other regulatory authority or other government body having
jurisdiction over the Company.



               (ix) Subsequent to the dates as of which information is given in the
Offering Materials, and except as may otherwise be indicated or contemplated
herein or therein the Company has not (a) issued any securities or incurred any
liability or obligation, direct or contingent, for borrowed money, or (b)
entered into any transaction other than in the ordinary course of business, or
(c) declared or paid any dividend or made any other distribution on or in
respect of its capital stock. Except as described in the Offering Materials,
the Company has no outstanding obligations to any officer or director of the
Company.



               (x) There are no claims for services in the nature of a finder’s or
origination fee with respect to the sale of the Common Stock or any other
arrangements, agreements or understandings that may affect the Placement
Agent’s compensation, as determined by the National Association of Securities
Dealers, Inc.



               (xi) The Company owns or possesses, free and clear of all liens or
encumbrances and rights thereto or therein by third parties, the requisite
licenses or other rights to use all trademarks, service marks, copyrights,
service names, trade names, patents, patent applications and licenses necessary
to conduct its business (including, without limitation, any such licenses or
rights described in the Offering Materials as being owned or possessed by the
Company) and, except as set forth in the Offering Materials, there is no claim
or action by any person pertaining to, or proceeding, pending or threatened,
which challenges the exclusive rights of the Company with respect to any
trademarks, service marks, copyrights, service names, trade names, patents,
patent applications and licenses used in the conduct of the Company’s
businesses (including, without limitation, any such licenses or rights
described in the Offering Materials as being owned or possessed by the Company)
except any claim or action that would not have a material adverse effect on the
Company; the Company’s current products, services or processes do not infringe
or will not infringe on the patents currently held by any third party.



               (xii) Except as described in the Offering Materials, the Company is not
under any obligation to pay royalties or fees of any kind whatsoever to any
third party with respect to any trademarks, service marks, copyrights, service
names, trade names, patents, patent



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applications, licenses or technology it has developed, uses, employs or
intends to use or employ, other than to their respective licensors.



               (xiii) Subject to the performance by the Placement Agent of its
obligations hereunder the offer and sale of the Securities complies, and will
continue to comply, in all material respects with the requirements of Rule 506
of Regulation D promulgated by the SEC pursuant to the 1933 Act and any other
applicable federal and state laws, rules, regulations and executive orders.
Neither the Offering Materials nor any amendment or supplement thereto nor any
documents prepared by the Company in connection with the Offering will contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. All
statements of material facts in the Offering Materials are true and correct as
of the date of the Offering Materials.



               (xiv) All material taxes which are due and payable from the Company have
been paid in full or adequate provision has been made for such taxes on the
books of the Company, except for those taxes disputed in good faith by the
Company



               (xv) None of the Company nor any of its officers, directors, employees or
agents, nor any other person acting on behalf of the Company, has, directly or
indirectly, given or agreed to give any money, gift or similar benefit (other
than legal price concessions to customers in the ordinary course of business)
to any customer, supplier, employee or agent of a customer or supplier, or
official or employee of any governmental agency or instrumentality of any
government (domestic or foreign) or any political party or candidate for office
(domestic or foreign) or other person who is or may be in a position to help or
hinder the business of the Company (or assist it in connection with any actual
or proposed transaction) which (A) might subject the Company to any damage or
penalty in any civil, criminal or governmental litigation or proceeding, or (B)
if not given in the past, might have had a materially adverse effect on the
assets, business or operations of the Company as reflected in any of the
financial statements contained in the Offering Materials, or (C) if not
continued in the future, might adversely affect the assets, business,
operations or prospects of the Company in the future.



     5. Representations, Warranties and Covenants of the Investor.



          A. The Investor represents, warrants and covenants as follows:



               (i) The Investor has the necessary power to enter into this Agreement and
to consummate the transactions contemplated hereby.



               (ii) The execution and delivery by the Investor of this Agreement and the
consummation of the transactions contemplated herein will not result in any
violation of, or be in conflict with, or constitute a default under, any
agreement or instrument to which the Investor is a party or by which the
Investor or its properties are bound, or any judgment, decree, order or, to the
Investor’s knowledge, any statute, rule or regulation applicable to the
Investor. This Agreement when executed and delivered by the Investor, will
constitute the legal, valid and binding obligations of the Investor,
enforceable in accordance with their respective terms, except to the extent
that (a) the enforceability hereof or thereof may be limited by bankruptcy,



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insolvency, reorganization, moratorium or similar laws from time to time
in effect and affecting the rights of creditors generally, (b) the
enforceability hereof or thereof is subject to general principles of equity, or
(c) the indemnification provisions hereof or thereof may be held to be in
violation of public policy.



               (iii) The Investor will promptly forward copies of any and all due
diligence questionnaires compiled by the Investor to the Placement Agent.



               (iv) The Investor is an Accredited Investor (as defined under the 1933
Act).



               (v) The Investor is acquiring the Securities for the Inventor’s own
account as principal, not as a nominee or agent, for investment purposes only,
and not with a view to, or for, resale, distribution or fractionalization
thereof in whole or in part and no other person has a direct or indirect
beneficial interest in such Securities. Further, the Investor does not have
any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the Securities.



               (vi) The Investor acknowledges the Investor’s understanding that the
offering and sale of the Securities is intended to be exempt from registration
under the 1933 Act by virtue of Section 3(b) of the 1933 Act and the provisions
of Regulation D promulgated thereunder (“Regulation D”). In furtherance
thereof, the Investor represents and warrants as follows:



                    (a) The Investor has the financial ability to bear the economic risk of
the Investor’s investment, has adequate means for providing for the Inventor’s
current needs and personal contingencies and has no need for liquidity with
respect to the Investor’s investment in the Company; and



                    (b) The Investor has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of the
prospective investment. The Investor also represents it has not been organized
for the purpose of acquiring the Securities.



               (vii) The Investor has been given the opportunity for a reasonable time
prior to the date hereof to ask questions of, and receive answers from, the
Company or its representatives concerning the terms and conditions of the
Offering, and other matters pertaining to this investment, and has been given
the opportunity for a reasonable time prior to the date hereof to obtain such
additional information in connection with the Company in order for the Investor
to evaluate the merits and risks of purchase of the Securities, to the extent
the Company possesses such information or can acquire it without unreasonable
effort or expense. The Investor is not relying on the Placement Agent or any
of its affiliates with respect to the accuracy or completeness of the Offering
Materials or for any economic considerations involved in this investment.



     6. Certain Covenants and Agreements of the Company.



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     The Company covenants and agrees at its expense and without any expense to
the Placement Agent as follows:



          A. To advise the Placement Agent and the Investor of any material adverse
change in the Company’s financial condition, prospects or business or of any
development materially affecting the Company or rendering untrue or misleading
any material statement in the Offering Materials occurring at any time as soon
as the Company is either informed or becomes aware thereof.



          B. To use its commercially reasonable efforts to cause the Common Stock
issuable in connection with the Standby Equity Distribution Agreement to be
qualified or registered for sale on terms consistent with those stated in the
Registration Rights Agreement and under the securities laws of such
jurisdictions as the Placement Agent and the Investor shall reasonably request.
Qualification, registration and exemption charges and fees shall be at the
sole cost and expense of the Company.



          C. Upon written request, to provide and continue to provide the Placement
Agent and the Investor copies of all quarterly financial statements and audited
annual financial statements prepared by or on behalf of the Company, other
reports prepared by or on behalf of the Company for public disclosure and all
documents delivered to the Company’s stockholders.



          D. To deliver, during the registration period of the Standby Equity
Distribution Agreement, to the Investor upon the Investor’s request, within
forty five (45) days, a statement of its income for each such quarterly period,
and its balance sheet and a statement of changes in stockholders’ equity as of
the end of such quarterly period, all in reasonable detail, certified by its
principal financial or accounting officer; (ii) within ninety (90) days after
the close of each fiscal year, its balance sheet as of the close of such fiscal
year, together with a statement of income, a statement of changes in
stockholders’ equity and a statement of cash flow for such fiscal year, such
balance sheet, statement of income, statement of changes in stockholders’
equity and statement of cash flow to be in reasonable detail and accompanied by
a copy of the certificate or report thereon of independent auditors if audited
financial statements are prepared; and (iii) a copy of all documents, reports
and information furnished to its stockholders at the time that such documents,
reports and information are furnished to its stockholders.



          E. To comply with the terms of the Offering Materials.



          F. To ensure that any transactions between or among the Company, or any of
its officers, directors and affiliates be on terms and conditions that are no
less favorable to the Company, than the terms and conditions that would be
available in an “arm’s length” transaction with an independent third party.



     7. Indemnification and Limitation of Liability.



          A. The Company hereby agrees that it will indemnify and hold the Placement
Agent and each officer, director, shareholder, employee or representative of
the Placement Agent and each person controlling, controlled by or under common
control with the Placement Agent within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act or the SEC’s



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Rules and Regulations promulgated thereunder (the “Rules and
Regulations”), harmless from and against any and all loss, claim, damage,
liability, cost or expense whatsoever (including, but not limited to, any and
all reasonable legal fees and other expenses and disbursements incurred in
connection with investigating, preparing to defend or defending any action,
suit or proceeding, including any inquiry or investigation, commenced or
threatened, or any claim whatsoever or in appearing or preparing for appearance
as a witness in any action, suit or proceeding, including any inquiry,
investigation or pretrial proceeding such as a deposition) to which the
Placement Agent or such indemnified person of the Placement Agent may become
subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
other federal or state law or regulation, common law or otherwise, arising out
of or based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in (a) Section 4 of this Agreement, (b) the Offering
Materials (except those written statements relating to the Placement Agent
given by the Placement Agent for inclusion therein), (c) any application or
other document or written communication executed by the Company or based upon
written information furnished by the Company filed in any jurisdiction in order
to qualify the Common Stock under the securities laws thereof, or any state
securities commission or agency; (ii) the omission or alleged omission from
documents described in clauses (a), (b) or (c) above of a material fact
required to be stated therein or necessary to make the statements therein not
misleading; or (iii) the breach of any representation, warranty, covenant or
agreement made by the Company in this Agreement. The Company further agrees
that upon demand by an indemnified person, at any time or from time to time, it
will promptly reimburse such indemnified person for any loss, claim, damage,
liability, cost or expense actually and reasonably paid by the indemnified
person as to which the Company has indemnified such person pursuant hereto.
Notwithstanding the foregoing provisions of this Paragraph 7(A), any such
payment or reimbursement by the Company of fees, expenses or disbursements
incurred by an indemnified person in any proceeding in which a final judgment
by a court of competent jurisdiction (after all appeals or the expiration of
time to appeal) is entered against the Placement Agent or such indemnified
person based upon specific finding of fact that the Placement Agent or such
indemnified person’s gross negligence or willful misfeasance will be promptly
repaid to the Company.



          B. The Placement Agent hereby agrees that it will indemnify and hold the
Company and each officer, director, shareholder, employee or representative of
the Company, and each person controlling, controlled by or under common control
with the Company within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act or the Rules and Regulations, harmless from and against any and
all loss, claim, damage, liability, cost or expense whatsoever (including, but
not limited to, any and all reasonable legal fees and other expenses and
disbursements incurred in connection with investigating, preparing to defend or
defending any action, suit or proceeding, including any inquiry or
investigation, commenced or threatened, or any claim whatsoever or in appearing
or preparing for appearance as a witness in any action, suit or proceeding,
including any inquiry, investigation or pretrial proceeding such as a
deposition) to which the Company or such indemnified person of the Company may
become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or
any other federal or state law or regulation, common law or otherwise, arising
out of or based upon (i) the material breach of any representation, warranty,
covenant or agreement made by the Placement Agent in this Agreement, or (ii)
any false or misleading information provided to the Company in writing by
one of the Placement Agent’s indemnified persons specifically for
inclusion in the Offering Materials.



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          C. The Investor hereby agrees that it will indemnify and hold the
Placement Agent and each officer, director, shareholder, employee or
representative of the Placement Agent, and each person controlling, controlled
by or under common control with the Placement Agent within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and
Regulations, harmless from and against any and all loss, claim, damage,
liability, cost or expense whatsoever (including, but not limited to, any and
all reasonable legal fees and other expenses and disbursements incurred in
connection with investigating, preparing to defend or defending any action,
suit or proceeding, including any inquiry or investigation, commenced or
threatened, or any claim whatsoever or in appearing or preparing for appearance
as a witness in any action, suit or proceeding, including any inquiry,
investigation or pretrial proceeding such as a deposition) to which the
Placement Agent or such indemnified person of the Placement Agent may become
subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
other federal or state law or regulation, common law or otherwise, arising out
of or based upon (i) the conduct of the Investor or its officers, employees or
representatives in its acting as the Investor for the Offering, (ii) the
material breach of any representation, warranty, covenant or agreement made by
the Investor in the Offering Materials, or (iii) any false or misleading
information provided to the Placement Agent by one of the Investor’s
indemnified persons.



          D. The Placement Agent hereby agrees that it will indemnify and hold the
Investor and each officer, director, shareholder, employee or representative of
the Investor, and each person controlling, controlled by or under common
control with the Investor within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act or the Rules and Regulations, harmless from and
against any and all loss, claim, damage, liability, cost or expense whatsoever
(including, but not limited to, any and all reasonable legal fees and other
expenses and disbursements incurred in connection with investigating, preparing
to defend or defending any action, suit or proceeding, including any inquiry or
investigation, commenced or threatened, or any claim whatsoever or in appearing
or preparing for appearance as a witness in any action, suit or proceeding,
including any inquiry, investigation or pretrial proceeding such as a
deposition) to which the Investor or such indemnified person of the Investor
may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
or any other federal or state law or regulation, common law or otherwise,
arising out of or based upon the material breach of any representation,
warranty, covenant or agreement made by the Placement Agent in this Agreement.



          E. Promptly after receipt by an indemnified party of notice of
commencement of any action covered by Section 7(A), (B), (C) or (D), the party
to be indemnified shall, within five (5) business days, notify the indemnifying
party of the commencement thereof; the omission by one (1) indemnified party to
so notify the indemnifying party shall not relieve the indemnifying party of
its obligation to indemnify any other indemnified party that has given such
notice and shall not relieve the indemnifying party of any liability outside of
this indemnification if not materially prejudiced thereby. In the event that
any action is brought against the indemnified party, the indemnifying party
will be entitled to participate therein and, to the extent it may desire, to
assume and control the defense thereof with counsel chosen by it which is
reasonably acceptable to the indemnified party. After notice from
the indemnifying party to such indemnified party of its election to so
assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under such Section 7(A), (B), (C), or (D) for any legal or
other expenses subsequently incurred by such indemnified party in



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connection
with the defense thereof, but the indemnified party may, at its own expense,
participate in such defense by counsel chosen by it, without, however,
impairing the indemnifying party’s control of the defense. Subject to the
proviso of this sentence and notwithstanding any other statement to the
contrary contained herein, the indemnified party or parties shall have the
right to choose its or their own counsel and control the defense of any action,
all at the expense of the indemnifying party if (i) the employment of such
counsel shall have been authorized in writing by the indemnifying party in
connection with the defense of such action at the expense of the indemnifying
party, or (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to such indemnified party to have charge of the defense
of such action within a reasonable time after notice of commencement of the
action, or (iii) such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it or them which are
different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such action on behalf of the indemnified party
or parties), in any of which events such fees and expenses of one additional
counsel shall be borne by the indemnifying party; provided, however, that the
indemnifying party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstance, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys at any time for
all such indemnified parties. No settlement of any action or proceeding
against an indemnified party shall be made without the consent of the
indemnifying party.



          F. In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in Section 7(A) or 7(B)
is due in accordance with its terms but is for any reason held by a court to be
unavailable on grounds of policy or otherwise, the Company and the Placement
Agent shall contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with the
investigation or defense of same) which the other may incur in such proportion
so that the Placement Agent shall be responsible for such percent of the
aggregate of such losses, claims, damages and liabilities as shall equal the
percentage of the gross proceeds paid to the Placement Agent and the Company
shall be responsible for the balance; provided, however, that no person guilty
of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 7(F), any
person controlling, controlled by or under common control with the Placement
Agent, or any partner, director, officer, employee, representative or any agent
of any thereof, shall have the same rights to contribution as the Placement
Agent and each person controlling, controlled by or under common control with
the Company within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act and each officer of the Company and each director of the Company
shall have the same rights to contribution as the Company. Any party entitled
to contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against the other party under this Section 7(D),
notify such party from whom contribution may be sought, but the omission to so
notify such party shall not relieve the party from whom contribution may be
sought from any obligation they may have
hereunder or otherwise if the party from whom contribution may be sought
is not materially prejudiced thereby.



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          G. The indemnity and contribution agreements contained in this Section 7
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any indemnified person or any termination
of this Agreement.



          H. The Company hereby waives, to the fullest extent permitted by law, any
right to or claim of any punitive, exemplary, incidental, indirect, special,
consequential or other damages (including, without limitation, loss of profits)
against the Placement Agent and each officer, director, shareholder, employee
or representative of the placement agent and each person controlling,
controlled by or under common control with the Placement Agent within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the
Rules and Regulations arising out of any cause whatsoever (whether such cause
be based in contract, negligence, strict liability, other tort or otherwise).
Notwithstanding anything to the contrary contained herein, the aggregate
liability of the Placement Agent and each officer, director, shareholder,
employee or representative of the Placement Agent and each person controlling,
controlled by or under common control with the Placement Agent within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the
Rules and Regulations shall not exceed the compensation received by the
Placement Agent pursuant to Section 2 hereof. This limitation of liability
shall apply regardless of the cause of action, whether contract, tort
(including, without limitation, negligence) or breach of statute or any other
legal or equitable obligation.



     8. Payment of Expenses.



     The Company hereby agrees to bear all of the expenses in connection with
the Offering, including, but not limited to the following: filing fees,
printing and duplicating costs, advertisements, postage and mailing expenses
with respect to the transmission of Offering Materials, registrar and transfer
agent fees, escrow agent fees and expenses, fees of the Company’s counsel and
accountants, and issue and transfer taxes, if any.



     9. Conditions of Closing.



     The Closing shall be held at the offices of the Investor or its counsel.
The obligations of the Placement Agent hereunder shall be subject to the
continuing accuracy of the representations and warranties of the Company and
the Investor herein as of the date hereof and as of the Date of Closing (the
“Closing Date”) with respect to the Company or the Investor, as the case
may be, as if it had been made on and as of such Closing Date; the accuracy on
and as of the Closing Date of the statements of the officers of the Company
made pursuant to the provisions hereof; and the performance by the Company and
the Investor on and as of the Closing Date of its covenants and obligations
hereunder and to the following further conditions:



          A. Upon the effectiveness of a registration statement covering the Standby
Equity Distribution Agreement, the Investor and the Placement Agent shall
receive the opinion of Counsel to the Company, dated as of the date thereof,
which opinion shall be in form and substance reasonably satisfactory to the
Investor, their counsel and the Placement Agent.



          B. At or prior to the Closing, the Investor and the Placement Agent shall
have been furnished such documents, certificates and opinions as it may
reasonably require for the
purpose of enabling them to review or pass upon the matters referred to in
this Agreement and the Offering Materials, or in order to evidence the
accuracy, completeness or satisfaction of any of the representations,
warranties or conditions herein contained.



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          C. At and prior to the Closing, (i) there shall have been no material
adverse change nor development involving a prospective change in the condition
or prospects or the business activities, financial or otherwise, of the Company
from the latest dates as of which such condition is set forth in the Offering
Materials; (ii) there shall have been no transaction, not in the ordinary
course of business entered into by the Company on the date hereof which has not
been disclosed in the Offering Materials or to the Placement Agent in writing;
(iii) except as set forth in the Offering Materials, the Company shall not be
in default under any provision of any instrument relating to any outstanding
indebtedness for which a waiver or extension has not been otherwise received;
(iv) except as set forth in the Offering Materials, the Company shall not have
issued any securities (other than those to be issued as provided in the
Offering Materials) or declared or paid any dividend or made any distribution
of its capital stock of any class and there shall not have been any change in
the indebtedness (long or short term) or liabilities or obligations of the
Company (contingent or otherwise) and trade payable debt; (v) no material
amount of the assets of the Company shall have been pledged or mortgaged,
except as indicated in the Offering Materials; and (v) no action, suit or
proceeding, at law or in equity, against the Company or affecting any of its
properties or businesses shall be pending or threatened before or by any court
or federal or state commission, board or other administrative agency, domestic
or foreign, wherein an unfavorable decision, ruling or finding could materially
adversely affect the businesses, prospects or financial condition or income of
the Company, except as set forth in the Offering Materials.



          D. If requested at Closing the Investor and the Placement Agent shall
receive a certificate of the Company signed by an executive officer and chief
financial officer, dated as of the applicable Closing, to the effect that the
conditions set forth in subparagraph (C) above have been satisfied and that, as
of the applicable closing, the representations and warranties of the Company
set forth herein are true and correct.



          E. The Placement Agent shall have no obligation to insure that (x) any
check, note, draft or other means of payment for the Common Stock will be
honored, paid or enforceable against the Investor in accordance with its terms,
or (y) subject to the performance of the Placement Agent’s obligations and the
accuracy of the Placement Agent’s representations and warranties hereunder, (1)
the Offering is exempt from the registration requirements of the 1933 Act or
any applicable state “Blue Sky” law or (2) the Investor is an Accredited
Investor.



     10. Termination.



     This Agreement shall be co-terminus with, and terminate upon the same
terms and conditions as those set forth in, the Standby Equity Distribution
Agreement. The rights of the Investor and the obligations of the Company under
the Registration Rights Agreement, and the rights of the Placement Agent and
the obligations of the Company shall survive the termination of this Agreement
unabridged.



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     11. Miscellaneous.



          A. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all which shall be deemed to be
one and the same instrument.



          B. Any notice required or permitted to be given hereunder shall be given
in writing and shall be deemed effective when deposited in the United States
mail, postage prepaid, or when received if personally delivered or faxed (upon
confirmation of receipt received by the sending party), addressed as follows to
such other address of which written notice is given to the others):



	 	 	 
	If to Placement Agent, to:

	 	Newbridge Securities Corporation

1451 Cypress Creek Road, Suite 204

Fort Lauderdale, Florida 33309

Attention: Doug Aguililla

Telephone: (954) 334-3450

Facsimile: (954) 229-9937
	 
	 	 
	If to the Company, to:

	 	MobilePro Corp.

6701 Democracy Boulevard

Suite 300

Bethesda, Maryland 20817

Attention: Jay O. Wright

President and Chief Executive
Officer

Telephone: (301) 524-4759

Facsimile: (301) 315-9027
	 
	 	 
	With a copy to:

	 	Kirkpatrick & Lockhart LLP

201 South Biscayne Boulevard – Suite 2000

Miami, Florida 33131-2399

Attention: Clayton E. Parker, Esq.

Telephone: (305) 539-3300
	 
	 	 
	If to the Investor:

	 	Cornell Capital Partners, LP

101 Hudson Street – Suite 3606

Jersey City, New Jersey 07302

Attention: Mark A. Angelo

Portfolio Manager

Telephone: (201) 985-8300

Facsimile: (201) 985-8266







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	With Copies to:

	 	Butler Gonzalez LLP

1416 Morris Avenue – Suite 207

Union, New Jersey 07083

Attention: David Gonzalez, Esq.

Telephone: (908) 810-8588

Facsimile: (908) 810-0973







          C. This Agreement shall be governed by and construed in all respects under
the laws of the State of Delaware, without reference to its conflict of laws
rules or principles. Any suit, action, proceeding or litigation arising out of
or relating to this Agreement shall be brought and prosecuted in such federal
or state court or courts located within the State of New Jersey as provided by
law. The parties hereby irrevocably and unconditionally consent to the
jurisdiction of each such court or courts located within the State of New
Jersey and to service of process by registered or certified mail, return
receipt requested, or by any other manner provided by applicable law, and
hereby irrevocably and unconditionally waive any right to claim that any suit,
action, proceeding or litigation so commenced has been commenced in an
inconvenient forum.



          D. This Agreement and the other agreements referenced herein contain the
entire understanding between the parties hereto and may not be modified or
amended except by a writing duly signed by the party against whom enforcement
of the modification or amendment is sought.



          E. If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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


	 	 	 	 	 
	 	COMPANY:

MOBILEPRO CORP.

 	 
	 	By:  	
 	 
	 	Name:  	Jay O. Wright 	 
	 	Title:  	President & Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	PLACEMENT AGENT:

NEWBRIDGE SECURITIES CORPORATION

 	 
	 	By:  	
 	 
	 	Name:  	Guy S. Amico 	 
	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	INVESTOR:

CORNELL CAPITAL PARTNERS, LP

 	 
	 
	 	By: 	 	Yorkville Advisors, LLC
 	 
	 	Its: 	 	General Partner

 	 
	 	By:  	
 	 
	 	Name:  	Mark A. Angelo 	 
	 	Title:  	Portfolio Manager 	 
	 





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