exv10w19



 




EXHIBIT 10.19


THIRD AMENDMENT TO THE TERMINATION AGREEMENT BETWEEN

MOBILEPRO CORPORATION AND ARNE DUNHEM DATED NOVEMBER 26, 2003



This Third Amendment to the Termination Agreement (defined below) between
Mobilepro Corporation and Arne Dunhem (this “Amendment”) is entered into this
2nd day of May 2004, by and between Arne Dunhem (“Dunhem”), on the one hand,
and Mobilepro Corp. (the “Company”), on the other hand. The parties hereto
represent as follows:




     WHEREAS, the Company and Dunhem are party to a termination agreement
between the Company and Dunhem dated November 26, 2003, and first amended on
the 30th of December 2003, and second amendment made on the 8th day of April
2004 (hereafter referred to as the “Termination Agreement”) pursuant to which
the Company granted Dunhem five-year warrants to purchase 4.0 million shares of
Mobilepro’s common stock at an exercise price of $.029 per share which vested
in two equal installments on January 31 and April 30, 2004.; and



     WHEREAS, the Company and Dunhem agreed that the warrants and the
convertible debenture shares referred to in Section 5 of the Termination
Agreement and the warrants referred to in Section 7 of the Termination
Agreement shall be included in the next registration statement or subsequent
registration statements under the Securities Act of 1933 (a “Registration
Statement”) except to the extent that certain shares have not vested (in which
case, subject to the terms of Section 5 of the Termination Agreement, they will
be included in the next Registration Statement filed after vesting) or an
underwriter engaged by Mobilepro in connection with a Registration Statement
determines that including such shares in a Registration Statement filed by
Mobilepro will have a material adverse effect on the distribution of the
securities on behalf of Mobilepro (if the securities to be sold are for its own
account (a “Company Registration”) or on behalf of the holders who had the
right to cause Mobilepro to file such Registration Statement (if the securities
are to be sold on their account (a “Demand Registration”)), in which case the
amount of the securities to be registered will be reduced pro-rata in the case
of a Company Registration, with the amount of securities of the other holders
of Mobilepro securities seeking to have their shares included in such Company
Registration or in the case of a Demand Registration, with Mobilepro and the
holders of Mobilepro securities (other than the holders making the Demand
Registration) seeking to have their shares included in such Demand
Registration; and



     WHEREAS, the Company recognized that the 421,038 options granted to you in
2002 are valid and shall be exercisable until November 15, 2008; and



     WHEREAS Dunhem has agreed to forego the warrant grant of 4.0 million
shares of Mobilepro’s common stock at an exercise price of $.029 per share and
has instead agreed to reduce the warrant grant by 50% to 2.0 million shares
which are fully vested; and



 









 








     WHEREAS Dunhem has agreed to forego the registration requirements of the
Company relating to the warrants and the convertible debenture shares referred
to in Section 5 of the Termination Agreement and the warrants referred to in
Section 7 of the Termination Agreement and has instead agreed to the
registration of only the warrant grant of 2.0 million shares in the next
immediate registration agreement following this Amendment, any and all other
warrants and convertible debenture shares under the Termination Agreement will
be considered for registration under a future registration statement at
Mobilepro’s election; and



     WHEREAS Dunhem has agreed to forego the 421,038 options granted to you in
2002 in recognition of an error made in calculating the amount of options and
has instead agreed to reduce the amount to 421,037 options and shall be
exercisable until November 15, 2008 with original rights remaining the same
relating to the original terms of the options.



     NOW, THEREFORE, in consideration of the mutual agreements and promises
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereby agree as follows:




	 	1.	 	Dunhem waives the right to receive the warrant grant of 4.0 million shares of Mobilepro’s common stock and agrees to accept a reduced
warrant grant of 2.0 million shares, which are fully vested.
	 
	 	2.	 	Dunhem waives the registration rights to the warrants and the
convertible debenture shares referred to in Section 5 of the
Termination Agreement and the warrants referred to in Section 7 of the
Termination Agreement and agrees to accept registration rights only on
the warrant grant of 2.0 million shares in the next immediate
registration agreement following this Amendment, any and all other
warrants and convertible debenture shares under the Termination
Agreement will be considered for registration under a future
registration statement at Mobilepro’s election.
	 
	 	3.	 	Dunhem waives the right to receive the 421,038 options granted to
you in 2002 and agrees to accept 421,037 options and shall be
exercisable until November 15, 2008 with original rights remaining the
same relating to the original terms of the options.
	 
	 	4.	 	Except as amended hereby, the Agreement shall continue in full
force and effect.
	 
	 	5.	 	This Amendment may be signed in one or more counterparts, each of
which shall be deemed an original and all of which, taken together,
shall be deemed one and the same documents.





 









 







IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first set forth above.




MOBILEPRO CORP.








By: Kurt Gordon

Title: CFO



WE HAVE READ THE FOREGOING AND FULLY UNDERSTAND ITS TERMS AND ACCEPT THESE
TERMS. WE ARE SIGNING THIS AGREEMENT FREELY AND VOLUNTARILY, HAVING BEEN GIVEN
A FULL AND FAIR OPPORTUNITY TO CONSIDER IT AND CONSULT WITH ADVISORS OF OUR
CHOICE.




AGREED AND ACCEPTED:








Arne Dunhem