**AGREEMENT
      AND PLAN OF MERGER**




**by
      and among**




**MOBILEPRO
      CORP.,**




**KITE
      ACQUISITION CORP.**




**AND**




**KITE
      NETWORKS, INC** **.**




**Dated
      as of January 31, 2005**












**AGREEMENT
      AND PLAN OF MERGER**




**THIS
        AGREEMENT AND PLAN OF MERGER** ,
        dated
        as of January 31, 2006 (this “ ***Agreement*** ”)
        is
        made by and among Mobilepro Corp., a Delaware corporation (“ ***Parent*** ” )
        Kite
        Acquisition Corp., a Mississippi corporation and direct wholly-owned subsidiary
        of Parent (“ ***Buyer*** ”)
        and Kite
        Networks, Inc., a Mississippi corporation (“ ***Company*** ”).




**WHEREAS** ,
      the
      Board of Directors of Parent, Buyer and Company have determined that it is
      in
      the best interests of their respective companies and their stockholders to
      consummate the business combination transaction provided for herein in which
      the
      Company will, subject to the terms and conditions set forth herein, merge with
      and into the Buyer, with the Buyer being the surviving entity (the “ ***Merger*** ”);
      and




**WHEREAS** ,
      the
      parties desire to make certain representations, warranties and agreements in
      connection with the Merger and also to prescribe certain conditions to the
      Merger;




**NOW,
      THEREFORE** ,
      in
      consideration of the premises and the mutual covenants, warranties and
      agreements contained herein, and intending to be legally bound hereby, the
      parties hereto agree as follows:







**ARTICLE
      I**


**THE
      MERGER**




**Section
      1.1 The Merger** .
      Subject
      to the terms and conditions of this Agreement, in accordance with the General
      Corporation Law of the State of Mississippi (the “ ***Mississippi
      Law*** ”) ,
      upon
      the execution of this Agreement and concurrent with the filing of the Articles
      of Merger with the Secretary of State of the State of Mississippi (the
“ ***Articles
      of Merger*** ”)
      (in
      accordance with the relevant provisions of Mississippi Law), the Company shall
      merge with and into the Buyer. The separate corporate existence of Company
      will
      cease upon the filing of the Articles of Merger (the “ ***Effective
      Time*** ”),
      and
      the Buyer will continue as the surviving company (hereinafter sometimes referred
      to as the “ ***Surviving
      Company*** ”)
      in the
      Merger. The Buyer, as the surviving company after the Merger, will be governed
      by the laws of the State of Mississippi.




For
      purposes of this Agreement, the date of the filing of the Certificate of Merger
      and the execution of this Agreement shall be known as the “ ***Closing
      Date*** ”
and
      the
      actions taken on such date and at such time, the “ ***Closing*** .”




**Section
      1.2****Effect
      of the Merger; Closing**.
      At and
      after the Effective Time, the Merger shall have the effects set forth in this
      Agreement and the applicable provisions of Mississippi Law. At the Effective
      Time all the property, rights, privileges, powers and franchises of the Company
      and Buyer will vest in the Surviving Company, and all debts, liabilities and
      duties of the Company and Buyer not paid by the Company at or before Closing
      will become the debts, liabilities and duties of the Surviving
      Company.









**Section
      1.3 Certificate of Incorporation** .
      At the
      Effective Time, the Certificate of Incorporation of the Buyer with an amendment
      to change the name to Kite Networks, Inc., as in effect immediately prior to
      the
      Effective Time, shall be the Certificate of Incorporation of the Surviving
      Company .




**Section
      1.4 Bylaws** .
      At the
      Effective Time, the bylaws of the Buyer, as in effect immediately prior to
      the
      Effective Time, shall be the bylaws of the Surviving Company .




**Section
      1.5 Board of Directors and Officers** .
      The
      directors and officers of the Company as in effect immediately prior to the
      Effective Time shall remain the officers and directors of the Surviving Company
      and each to hold office in accordance with the Certificate of Incorporation
      and
      bylaws of the Surviving Company, until their respective successors are duly
      elected or appointed (as the case may be) and qualified.




**Section
      1.6**  **Conversion
      of Capital Stock** .
      At the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      Parent, Buyer or the Company:




The
      Company Stock (as defined in Section 2.2(a)) issued and outstanding immediately
      prior to the Effective Time shall, as an aggregate whole and not on an
      individual basis, be converted into and become the right to receive
      13,500,00 0
      fully
      paid and nonassessable shares **** of
      Parent
      Common Stock (as defined in Section 3.2(a)) (the “ ***Merger
      Consideration*** ”),
      such
      Merger Consideration subject to adjustment in accordance with Section 4.5 of
      this Agreement.




(b)  The
      shares of Parent Common Stock issued as Merger Consideration will not have
      been
      registered and will be deemed to be “restricted securities” under federal
      securities laws and may not be resold without registration under or exemption
      from the Securities Act of 1933, as amended (the “ ***Securities
      Act*** ”).
      Each
      certificate evidencing shares of Parent Common Stock to be issued as Merger
      Consideration shall have the following legend:




THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE
        TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT EXEMPTION UNDER THE
        SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY
        ACCEPTABLE TO MOBILEPRO CORP. THAT SUCH REGISTRATION IS NOT
        REQUIRED.




**Section
      1.7**  **General
      Escrow Shares** ..




(a) General
      Escrow Shares .
      At the
      Effective Time, Buyer shall withhold from the Merger Consideration Three Million
      Three Hundred Seventy-Five Thousand (3,375,000) shares of Parent Common Stock
      (the “General Escrow Shares”) which shall be allocated among the Company’s
      shareholders pursuant to Exhibit
      A .
      Any
      such General Escrow Shares will be delivered by Parent to Ricky
      G.
      Luke, Esq. (the
“Escrow Agent”), as escrow agent, to be held pursuant to the terms of the escrow
      agreement (the “Escrow Agreement”), in a form attached hereto as Exhibit
      B .
      The
      payment of any General Escrow Shares in satisfaction of any indemnification
      obligations under ARTICLE VI shall be made on a pro rata basis pursuant to Exhibit
      A .
      Escrow
      Agent shall hold the General Escrow Shares until May 31, 2006 (the “General
      Escrow Period”) as security for the Company indemnification obligations,
      potential adjustments under Article IV and/or for Damages under ARTICLE
      VI.




2




(b) Distributions
      on General Escrow Shares .
      Any
      dividends or distributions payable in shares of Parent Common Stock or other
      equity securities or issued upon a stock split made in respect of any General
      Escrow Shares shall be considered General Escrow Shares hereunder.




(c) Voting
      of General Escrow Shares .
      The
      Company’s shareholders on whose behalf General Escrow Shares are held by Escrow
      Agent shall be entitled to vote such shares. Buyer need not forward proxy
      information, annual or other reports or other information with respect to the
      General Escrow Shares to the Company’s shareholders to the extent such documents
      or materials are otherwise furnished by Buyer with respect to other shares
      of
      Buyer Common Stock distributed to such holders pursuant to this Agreement.




(d) Release
      of General Escrow Shares .
      As soon
      as reasonably practicable (but in any event within ten (10) business days)
      following the expiration of the General Escrow Period, Escrow Agent shall
      release to the Company’s shareholders, at their respective addresses and in
      accordance with Exhibit
      A all of
      the remaining General Escrow Shares, if any, in excess of (i) any General Escrow
      Shares delivered by Escrow Agent in satisfaction of Claims (as defined in
      ARTICLE VI) for Damages (as defined in ARTICLE VI) by Buyer Indemnified Persons
      (as defined ARTICLE VI), (ii) any General Escrow Shares returned to Parent
      pursuant to adjustments under Article IV and (ii) any amount of General Escrow
      Shares that is necessary to satisfy all unresolved, unsatisfied or disputed
      Claims for Damages specified in any Notice of Claim (as defined in ARTICLE
      VI)
      delivered to the Shareholder Representative before the expiration of the General
      Escrow Period. If any Claims are unresolved, unsatisfied or disputed as of
      the
      expiration of the General Escrow Period, then Escrow Agent shall retain
      possession of that number of General Escrow Shares determined by dividing the
      total maximum amount of Damages then being claimed by Buyer Indemnified Persons
      in all such unresolved, unsatisfied or disputed Claims by $0.174, and as soon
      as
      reasonably practicable (but in any event within ten (10) business days)
      following resolution of all such Claims, Escrow Agent shall release to the
      Company’s shareholders, at their respective addresses and in accordance with Exhibit
      A their
      respective pro rata shares of the General Escrow Shares, all remaining General
      Escrow Shares, if any, not required to satisfy such Claims. If the number of
      General Escrow Shares to be distributed to any Company shareholder is not evenly
      divisible by one, Buyer shall round to the nearest whole number.




(e) No
      Transfer or Encumbrance .
      To the
      extent permitted by applicable law, no General Escrow Shares or any beneficial
      interest therein may be pledged, encumbered, sold, assigned or transferred
      (including any transfer by operation of law), by Buyer or a shareholder of
      the
      Company or be taken or reached by any legal or equitable process in satisfaction
      of any debt or other liability of Buyer or such Company shareholder or used
      for
      any reason, prior to (i) in the case of Buyer, the retention of General Escrow
      Shares in satisfaction of a resolved Claim for Damages to address any
      post-closing Merger Adjustment in accordance with this Agreement or (ii) in
      the
      case of the Company shareholders, the release by Escrow Agent to the Company
      Shareholders of General Escrow Shares in accordance with this Agreement, except
      that Company shareholders shall be entitled to assign their rights to the
      General Escrow Shares by will, by the laws of intestacy or by other operation
      of
      law.




3




(f) No
      Liability of the Escrow Agent .
      In
      holding and administering the General Escrow Shares, the Escrow Agent will
      incur
      no liability with respect to any action taken by it in reliance upon any written
      notice, direction, instruction, consent, statement or other document believed
      by
      it to be genuine and to have been signed by Jerry M. Sullivan, Jr. or
      Shareholder Representative (and shall have no responsibility to determine the
      authenticity thereof), nor for any other action or inaction, except the Escrow
      Agent’s own willful misconduct or gross negligence. In all questions arising
      under this Agreement with respect to the General Escrow Shares, the Escrow
      Agent
      may rely on the advice of counsel, and the Escrow Agent will not be liable
      to
      anyone for anything done, omitted or suffered in good faith by the Escrow Agent
      based on such advice, except for the Escrow Agent’s own willful misconduct or
      gross negligence.




**1.8**  **Surrender
        of Shares;** **Stock
        Transfer Books** .




(a)  At
        the
        Closing, the Stockholders will surrender to Buyer all issued and
        outstanding certificates representing the Company Stock ,
        which
        shall be duly endorsed in blank, or accompanied by membership interest powers
        duly endorsed in blank in proper form for transfer, with appropriate transfer
        stamps, if any, affixed. Until so surrendered, such certificate(s), as an
        aggregate whole and not on an individual basis, will represent solely the
        right
        to receive the Merger Consideration.




(a)  At
      the
      Effective Time, the stock interest transfer books of the Company will be closed
      and there will not be any further registration of transfers of any stock,
      options or warrants thereafter on the recor ds
      of the
      Company. If,
      at or
      after the Effective Time, certificates are presented to the Surviving Company
      for transfer, they will be canceled and exchanged for Merger Consideration
      as
      provided in Section 1.6.




(c)  In
        the
        event any certificate that has been lost, stolen or destroyed, upon the making
        of an affidavit of that fact by a Stockholder, Parent will issue in exchange
        for
        such lost, stolen or destroyed certificate, the Merger Consideration deliverable
        in respect thereof as determined in accordance with Section 1.6 if a Stockholder
        will, as a condition precedent to the payment thereof indemnify the Surviving
        Company in a manner reasonably satisfactory to it against any claim that
        may be
        made against the Surviving Company with respect to the certificate claimed
        to
        have been lost, stolen or destroyed.




**Section 1.9** **Dissenting
      Shares** .
      The
      Company Shareholders who have complied with all requirements for perfecting
      stockholders’ rights to demand fair value as set forth in Sections 79-4-13.01 to
      79-4-13.31 of the Mississippi Law, shall be entitled to their rights under
      the
      Mississippi Law with respect to such shares (the “Dissenting Shares ”) and the
      Parent shall pay any and all costs or payments related to the Dissenting Shares
      including any appraisal (if required by Mississippi Law), court costs,
      attorney’s fees or payments made with respect thereto. Notwithstanding the
      foregoing, nothing herein shall require Parent to pay any attorney’s fees of any
      dissenting shareholder unless otherwise required by court order.




4




**Section
      1.10**  **Securities
      Law Issues** . Parent
      Common Stock to be issued in the Merger will be issued pursuant to an exemption
      from registration under Section 4(2) of the Securities Act of 1933, as amended
      (the “ ***Securities
      Act*** ”)
      and/or
      Rule 506 under Regulation D promulgated under the Securities Act and applicable
      state securities laws.





ARTICLE
      II


**Representations
      and Warranties of the Company**




Except as set forth in the Company Disclosure Letter attached to this Agreement
      (the “ ***Company
      Disclosure Letter*** ”),
      the
      Company represents and warrants to Parent and Buyer as follows:




**Section 2.1 Organization, Qualification and Corporation
      Power** .
      The
      Company (a) is a corporation duly organized, validly existing and in good
      standing under the laws of the jurisdiction in which it is organized and has
      the
      requisite corporate power and authority to own, operate or lease its properties
      and to carry on its business as is now being conducted and proposed to be
      conducted, except where the failure to be so organized, existing and in good
      standing or to have such power and authority would not reasonably be expected
      to
      have, individually or in the aggregate, a Material Adverse Effect (as defined
      below) on the Company, and (b) is duly qualified and in good standing to do
      business in each jurisdiction in which the nature of its business or the
      ownership or leasing of its properties makes such qualification necessary,
      other
      than in such jurisdictions where the failure so to qualify or to be in good
      standing would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect on the Company. The Company has furnished
      to Buyer true, correct and complete copies of its Articles of Incorporation
      and
      Bylaws.




For
      purposes of this Agreement, the term “ ***Material
      Adverse Effect*** ”
when
      used in connection with an entity means any change, event, circumstance or
      effect whether or not such change, event, circumstance or effect is caused
      by or
      arises in connection with a breach of a representation, warranty, covenant
      or
      agreement of such entity in this Agreement that is or is reasonably likely
      to be
      materially adverse to the business, assets (including intangible assets),
      capitalization, financial condition, operations or results of operations,
      employees or prospects of such entity taken as a whole with its subsidiaries,
      except to the extent that any such change, event, circumstance or effect is
      caused by or results from (i) changes in general economic conditions,
      (ii) changes affecting the industry generally in which such entity operates
      (provided that such changes do not affect such entity in a substantially
      disproportionate manner) or (iii) changes in the trading prices for such
      entity’s capital stock.




**Section
      2.2 Capitalization; Subsidiaries** .




(a) The authorized capital stock of the Company consists of 500,000,000 shares
      of common stock no par value, of which 10,000,000 share are issued and
      outstanding (the “ ***Company
      Stock*** ”)
      and
      are owed or record as set forth in Exhibit
      A and
      50,000,000 shares of preferred stock no par value of which zero shares are
      issued and outstanding. Oher than the Company Stock, there are no other classes,
      series or types of equity for the Company. All issued and outstanding shares
      of
      Company Stock have been duly authorized and were validly issued, are fully
      paid
      and nonassessable, are not subject to any right of rescission, are not subject
      to preemptive rights by statute, the Articles of Incorporation or the bylaws
      of
      the Company, or any agreement or document to which the Company is a party or
      by
      which it is bound and have been offered, issued, sold and delivered by the
      Company in compliance with all registration or qualification requirements (or
      applicable exemptions therefrom) of applicable federal and state securities
      laws. The Company is not under any obligation to register under the Securities
      Act any of its presently outstanding securities or any securities that may
      be
      subsequently issued. There is no liability for dividends accrued but unpaid
      with
      respect to the Company’s outstanding securities.




5




(b)
      There are no existing (i) options, warrants, calls, preemptive rights,
      subscriptions or other rights, convertible securities, agreements or commitments
      of any character obligating the Company to issue, transfer or sell any units
      of
      membership interests or other equity interest in, the Company or securities
      convertible into or exchangeable for such units of membership interests or
      equity interests, (ii) contractual obligations of the Company to repurchase,
      redeem or otherwise acquire any units of membership interest of the Company
      or
      (iii) voting trusts or similar agreements to which the Company is a party with
      respect to the voting of the Company Stock.


(c) Except for an interest in Kite Broadband, LLC, the Company does not have
        any
        direct or indirect Subsidiaries or any interest, direct or indirect, in any
        corporation, partnership, joint venture or other business entity.
  For
        purposes of this Agreement, the term “ ***Subsidiary*** ”
of
        a
        Person means any corporation or other legal entity of which such Person (either
        alone or through or together with any other Subsidiary) owns, directly or
        indirectly, more than 50% of the stock or other equity interests the holders
        of
        which are generally entitled to vote for the election of the board of directors
        or other governing body of such corporation or other legal entity.
  For
        purposes of this Agreement, the term “ ***Person*** ”
shall
        mean any individual, firm, corporation, partnership, limited liability company,
        trust, joint venture, Governmental Entity or other entity.
  **Section 2.3 Reserved** .
  **Section 2.4 Authority Relative to this Agreement** .
        The
        Company has the necessary corporate power and authority to enter into this
        Agreement and, subject to the filing of the Merger Certificate as required
        by
        Mississippi Law and approval of the stockholders as required by Mississippi
        Law,
        to carry out its obligations hereunder. The Company has the necessary
        competency, power and authority to enter into this Agreement and carry out
        the
        obligations hereunder. The execution and delivery of this Agreement by the
        Company and the consummation by the Company of the transactions contemplated
        hereby have been duly authorized by all necessary corporate action on the
        part
        of the Company and subject to the approval of the stockholders and, subject
        to
        the filing of the Merger Certificate as required by Mississippi Law, no other
        corporate proceeding is necessary for the execution and delivery of this
        Agreement by the Company, the performance by the Company of its obligations
        hereunder and the consummation by the Company of the transactions contemplated
        hereby. This Agreement has been duly executed and delivered by the Company
        and
        subject to the approval of the stockholders and, assuming the due authorization,
        execution and delivery of this Agreement by Parent and Buyer, constitutes
        a
        legal, valid and binding obligation of the Company and the Stockholders,
        enforceable against each in accordance with its terms, except that the
        enforceability hereof may be subject to (a) applicable bankruptcy, insolvency
        or
        other similar laws, now or hereinafter in effect, affecting creditors’ rights
        generally, and (b) the general principles of equity (regardless of whether
        enforceability is considered at a proceeding at law or in equity).
 
 6
  **Section 2.5 No Conflict; Required Filings and
        Consents** .




(a) Except as set forth in Section 2.5(a) of the Company Disclosure Letter,
      the execution and delivery of this Agreement by the Company does not, and the
      consummation by the Company of the transactions contemplated hereby will not,
      (i) conflict with or violate any law, court order, judgment or decree
      applicable to the Company or by which any of its property is bound, (ii) violate
      or conflict with the Articles of Incorporation or bylaws (or comparable
      organizational documents) of the Company, or (iii) result in any breach of
      or constitute a default (or an event which with notice or lapse of time of
      both
      would become a default) under, or give to others any rights of termination
      or
      cancellation of, or result in the creation of a Lien on any of the properties
      or
      assets of the Company pursuant to, any contract, instrument, Permit or license
      to which the Company is a party or by which the Company or any of its property
      is bound, except in the case of clauses (i) and (iii) for conflicts, violations,
      breaches or defaults which, individually or in the aggregate, would not have
      or
      result in a Material Adverse Effect on the Company.




(b)
      Except for the filing of the Merger Certificate and any applicable requirements,
      if any, under “takeover” or “blue sky” laws of various states, the Company is
      not required to submit any notice, report or other filing with any federal,
      state or local or foreign government, political subdivision thereof, any court,
      administrative, regulatory or other governmental agency, commission or authority
      or any non-governmental United States or foreign self-regulatory agency,
      commission or authority or any arbitral tribunal (each, a “ ***Governmental
      Entity*** ”)
      in
      connection with the execution, delivery or performance of this Agreement or
      the
      consummation of the transactions contemplated hereby the failure of which to
      submit would, individually or in the aggregate, have or result in a Material
      Adverse Effect on the Company. No waiver, consent, approval or authorization
      of
      any Governmental Entity or any third party is required to be obtained or made
      by
      the Company in connection with its execution, delivery or performance of this
      Agreement the failure of which to obtain or make, individually or in the
      aggregate, would have or result in a Material Adverse Effect on the
      Company.




**Section 2.6 Reserved** .




**Section 2.7 Financial Statements; Debt** .




(a)
      Attached as Section 2.7(a) of the Company Disclosure Letter are the Company’s
      unaudited balance sheets dated as of December 31, 2005 and 2004, income
      statements and statement of cash flows for the years then ended and (all such
      financial statements being collectively referred to herein as the “ ***Company
      Financial Statements*** ”).
      The
      Company Financial Statements (a) agree with the books and records of the
      Company, (b) fairly present in all material respects the financial condition
      of
      the Company at the date therein indicated and the results of operation for
      the
      period therein specified and (c) have been prepared in accordance with GAAP
      except that they are subject to year-end audit adjustments and do not contain
      footnotes and are not restated for subsequent events.




7




(b) The Company has no material debt, liability or obligation of any nature,
      whether accrued, absolute, contingent or otherwise, and whether due or to become
      due, that is not reflected or reserved against in the Company Financial
      Statements or otherwise disclosed in the Company Disclosure Lettter that are
      not
      material in amount either individually or collectively.




**Section
      2.8 Absence of Certain Changes** .
      Except
      as set forth in the Company Financial Statements or Section 2.8 of the
      Company Disclosure Letter, since November 1, 2005, there has not been with
      respect to the Company:




(a) any change in the financial condition, properties, assets, liabilities,
      business or operations thereof which change by itself or in conjunction with
      all
      other such changes, whether or not arising in the ordinary course of business,
      has had or will have a Material Adverse Effect thereon;




(b) any material loss of customers .
      Set
      forth on Section 2.8(b) of the Company Disclosure Letter is a true, correct
      and
      complete list of all customers lost in the preceding twelve (12) months,
      including all revenue generated from any customer generating at least One
      Thousand Dollars ($1,000) per month in revenue for the Company for the thirty
      six (36) months preceding the date on which they were no longer
      customers;




(c)
      no notice of impending cancellation, or a material price increase, from any
      Incumbent Local Exchange Carrier or other provider of data transmission
      services;




(d) any contingent liability incurred thereby as guarantor or otherwise with
      respect to the obligations of others;




(e) any mortgage, encumbrance or lien placed on any of the properties owned
      by
      Company;




(f) any material obligation or liability incurred thereby other than obligations
      and liabilities incurred in the ordinary course of business;




(g)
      any purchase or sale or other disposition, or any agreement or other arrangement
      for the purchase, sale or other disposition, of any of the properties or assets
      thereof other than in the ordinary course of business;




(h)
      any damage, destruction or loss, whether or not covered by insurance, materially
      and adversely affecting the properties, assets or business thereof;




(i) any declaration, setting aside or payment of any
      dividend on, or the making of any other distribution in respect of, the
      ownership interests thereof, any split, combination or recapitalization of
      the
      units of membership interests thereof or any direct or indirect redemption,
      purchase or other acquisition of units of membership interests
      thereof;




8




(j)
      any labor dispute or claim of unfair labor practices, any change in the
      compensation payable or to become payable to any of its officers, employees
      or
      agents, or any bonus payment or arrangement made to or with any of such
      officers, employees or agents;




(k) any change with respect to the management, supervisory or other key
      personnel thereof;




(l)
      any payment or discharge of a material lien or liability thereof which lien
      was
      not either shown on the Company Financial Statements or incurred in the ordinary
      course of business thereafter; or




(m) any obligation or liability incurred thereby to any of its officers,
      directors, managers or stockholders or any loans or advances made thereby to
      any
      of its officers, directors, managers or stockholders except normal compensation
      and expense allowances payable to officers.




**Section
      2.9 Tax Matters** .




(a) The Company has timely filed all Tax Returns that it was required to file,
      and all such Tax Returns were correct and complete in all material respects.
      All
      Tax liabilities of the Company for all taxable periods or portions thereof
      ending on or prior to the Effective Time have been, or will be timely paid
      or
      are adequately reserved for in the Company Financial Statements, other than
      such
      Tax liabilities as are being or may be contested in good faith by the Company.
      There are no ongoing federal, state, local or foreign audits or examination
      of
      any Tax Return of the Company. The Company has not waived any statute of
      limitations in respect of Taxes or agreed to any extension of time other than
      as
      a result of filing of Tax Returns under extensions permitted under the IRS
      Code,
      and no such waiver or extension has been required with respect to a Tax
      assessment or deficiency. No claim has ever been made by an authority in a
      jurisdiction where the Company does not file Tax Returns that it is or may
      be
      subject to taxation by that jurisdiction. There are no Liens on any of the
      assets of the Company that arose in connection with any failure (or alleged
      failure) to pay any Tax.




(b) The Company has withheld or collected and paid or deposited in accordance
      with law all Taxes required to have been withheld or collected and paid or
      deposited by the Company in connection with amounts paid or owing to any
      employee, independent contractor, creditor, stockholder, or other third
      party.




(c) There is no dispute or claim concerning any Tax liability of the Company
      either (i) claimed or raised by any authority in writing or (ii) to the
      Company’s Knowledge.




(d) For purposes of this Agreement:





“ ***Knowledge*** ”
or
      words of similar import means all information that is actually known, following
      reasonable investigation (unless otherwise specified herein), and in the case
      of
      the Company, by Jerry
      M. Sullivan, Jr.





“ ***Taxes*** ”
means
      all taxes, charges, fees, levies or other similar assessments or liabilities,
      including income, gross receipts, ad valorem, premium, value-added, excise,
      real
      property, personal property, sales, use, transfer, withholding, employment,
      payroll and franchise taxes imposed by a Governmental Entity, and any interest,
      fines, penalties, assessments or additions to tax resulting from, attributable
      to or incurred in connection with any tax or any contest or dispute thereof,
      and
      any amounts of Taxes of a third Person that a Person or any Subsidiary of such
      Person is liable to pay by law or otherwise; and




9




(iii) “ ***Tax
      Returns*** ”
means
      all reports, returns, declarations, statements or other information supplied
      or
      required to be supplied to a taxing authority in connection with Taxes including
      any schedules, attachments or amendments thereto.




**Section
      2.10 Title to Properties** .
      Except
      as set forth in the Company Financial Statements or Section 2.10 of the Company
      Disclosure Letter, the Company has good and marketable title to all of its
      assets free and clear of all liens, charges, restrictions or encumbrances (other
      than for taxes not yet due and payable). All machinery and equipment included
      in
      such properties is in good condition and repair, normal wear and tear excepted,
      and all leases of real or personal property to which the Company is a party
      are
      fully effective in accordance with their terms. The Company is not in violation
      of any zoning, building, safety or environmental ordinance, regulation or
      requirement or other law or regulation applicable to the operation of owned
      or
      leased properties (the violation of which would have a Material Adverse Effect
      on its business), or has received any notice of violation with which it has
      not
      complied.




**Section 2.11 Environmental Matters** .




(a) During the period that the Company has leased or owned its properties or
      owned or operated any facilities, to the Knowledge of the Compan y
      there
      have been no disposals, releases or threatened releases of Hazardous Materials
      (as defined below) on, from or under such properties or facilities. The Company
      has no Knowledge of any
      presence, disposals, releases or threatened releases of Hazardous Materials
      on,
      from or under any of such properties or facilities, which may have occurred
      prior to the Company having taken possession of any of such properties or
      facilities. For the purposes of this Agreement, the terms “ ***disposal*** ,”
      “ ***release*** ,”
and
      “ ***threatened
      release*** ”
shall
      have the definitions assigned thereto by the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq.,
      as amended (“ ***CERCLA*** ”).
      For
      the purposes of this Agreement “ ***Hazardous
      Materials*** ”
shall
      mean any hazardous or toxic substance, material or waste which is or becomes
      prior to the Closing regulated under, or defined as a “hazardous substance,”
“pollutant,” “contaminant,” “toxic chemical,” “hazardous materials,” “toxic
      substance” or “hazardous chemical” under (1) CERCLA; (2) any similar
      federal, state or local law; or (3) regulations promulgated under any of
      the above laws or statutes.




(b) To the Knowledge of Company none
      of
      the properties or facilities of the Company is in violation of any federal,
      state or local law, ordinance, regulation or order relating to industrial
      hygiene or to the environmental conditions on, under or about such properties
      or
      facilities, including, but not limited to, soil and ground water condition.
      During the time that the Company has owned or leased its properties and
      facilities, to the Company’s Knowledge ,
      no
      third party, has used, generated, manufactured or stored on, under or about
      such
      properties or facilities or transported to or from such properties or facilities
      any Hazardous Materials.




10




(c) During the time that the Company has owned or leased its properties and
      facilities, there has been no litigation brought, to Company’s
      Knowledge ,
      or
      threatened against the Company by, or any settlement reached by the Company
      with, any party or parties alleging the presence, disposal, release or
      threatened release of any Hazardous Materials on, from or under any of such
      properties or facilities.




**Section
      2.12 Intellectual Property** .




(a) The term “ ***Intellectual
      Property*** ”
means
      any (i) patents, (ii) trademarks, service marks, trade names, brand names,
      trade
      dress, slogans, logos and internet domain names, (iii) inventions, discoveries,
      ideas, processes, formulae, designs, models, industrial designs, know-how,
      proprietary information, trade secrets, and confidential information (including
      customer lists, training materials and related matters, research and marketing
      and sales plans), whether or not patented or patentable, (iv) copyrights,
      writings and other copyrightable works and works in progress, databases and
      software, (v) all other intellectual property rights and foreign equivalent
      or
      counterpart rights and forms of protection of a similar or analogous nature
      or
      having similar effect in any jurisdiction throughout the world, (vi) all
      registrations and applications for registration of any of the foregoing, (vii)
      all common law trademarks and service marks used by the Company and (viii)
      any
      renewals, extensions, continuations, divisionals, reexaminations or reissues
      or
      equivalent or counterpart of any of the foregoing in any jurisdiction throughout
      the world. The term “ ***Company
      IP*** ”
means
      any Intellectual Property used or held for use by the Company, in the conduct
      of
      their businesses as currently conducted and currently proposed to be conducted.




(b) Section 2.12(b) of the Company Disclosure Letter sets forth a true, correct
      and complete list (including, the owner, title, registration or application
      number and country of registration or application, as applicable) of all of
      the
      following Company IP: (i) registered trademarks, (ii) applications for trademark
      registration, (iii) domain names, (iv) patents, (v) applications for
      patents, (vi) registered copyrights (vii) applications for copyright
      registration and (viii) licenses of all Intellectual Property (other than
      off-the-shelf business productivity software that is the subject of a shrink
      wrap or click wrap software license agreement (“ ***Desktop
      Software*** ”))
      to or
      from the Company. The Company has delivered or made available to Buyer prior
      to
      the execution of this Agreement true, complete and correct copies of all
      licenses of Company IP both to and from the Company, except Desktop
      Software.




(c)
      The Company IP set forth on Section 2.12(b) of the Company Disclosure Letter
      constitutes all of the Intellectual Property used by and necessary for the
      Company to operate its business as currently conducted and currently proposed
      to
      be conducted. The Company owns all legal and beneficial right, title and
      interests in or the right to use the Company IP, and the Company has the valid,
      sole and exclusive right to use, assign, transfer and license all such Company
      IP for the life thereof for any purpose, free from (i) any Liens, and
      (ii) any requirement of any past, present or future royalty payments,
      license fees, charges or other payments, or conditions or restrictions
      whatsoever.




11




(d) All patent, trademark, service mark, copyright, patent and domain name
      registrations or applications set forth on Section 2.12(b) of the Company
      Disclosure Letter are in full force and effect and have not been abandoned,
      dedicated, disclaimed or allowed to lapse for non-payment of fees or taxes
      or
      for any other reason.




(e)
      None of the Company IP owned by the Company has been declared or adjudicated
      invalid, null or void, unpatentable or unregistrable in any judicial or
      administrative proceeding. To the Knowledge of the Company ,
      none of
      the Company IP used (but not owned) by the Company has been declared or
      adjudicated invalid, null or void, unpatentable or unregistrable in any judicial
      or administrative proceeding.




(f) The Company has not received any written notices of, or has Knowledge of,
      any
      infringement or misappropriation by or of, or conflict with, any third party
      with respect to the Company IP or Intellectual Property owned by any third
      party. To the Knowledge of Company ,
      the
      Company has not infringed, misappropriated or otherwise violated or conflicted
      with any Intellectual Property of any third party. The operation of the Company
      does not, as currently conducted, infringe, misappropriate or otherwise violate
      or conflict with the Intellectual Property of any third party.




(g) The transactions contemplated by this Agreement will not affect the right,
      title and interest of the Company in and to the Company IP, and the Company
      has
      taken all commercially reasonable steps to maintain and protect the Company
      IP
      owned by the Company and, until the Effective Time, will continue to maintain
      and protect such Company IP so as to not materially adversely affect the
      validity or enforceability of such Company IP.




(h)
      To the Knowledge of the Company, no officer, employee, director or manager
      of
      the Company is obligated under any contract (including any license, covenant
      or
      commitment of any nature) or other agreement, or subject to any judgment, decree
      or order of any court or administrative agency, that would conflict or interfere
      with the performance of such person’s duties as an officer, employee, director
      or manager of the Company, the use of such person’s best efforts to promote the
      interests of the Company or the Company’s business as conducted or as currently
      proposed to be conducted by the Company. No prior employer of any current or
      former employee of the Company has any right, title or interest in the Company
      IP and to the Knowledge of the Company, no person or entity has any right,
      title
      or interest in any Company IP. It is not and will not be with respect to the
      business as currently proposed to be conducted necessary for the Company to
      use
      any inventions of any of its employees made prior to their employment by the
      Company.




**Section 2.13 Material Agreements** .




(a) Section 2.13 of the Company Disclosure Letter sets forth a true, correct
      and
      complete list of the following agreements (whether written or oral and including
      all amendments thereto) to which the Company is a party or a beneficiary or
      by
      which the Company or any of its assets are bound (collectively, the
“ ***Material
      Agreements*** ”):




(i) any real estate leases;




12




(ii)
      any other agreement for the provision of services by the Company that have
      accounted for revenues of more than Two Thousand Dollars ($2,000) during any
      month since November 1, 2005;




(iii) any agreement creating, evidencing, securing, assuming, guaranteeing
      or
      otherwise relating to any debt for which the Company is liable or under which
      it
      has imposed (or may impose) a Lien on any of the assets, tangible or intangible,
      of the Company;




(iv) any capital or operating leases or conditional sales agreements relating
      to
      personal property of the Company;




(v) any supply or manufacturing agreements or arrangements pursuant to which
      the
      Company is entitled or obligated to acquire any assets from a third party with
      a
      fair market value in excess of One Thousand Dollars ($1,000);




(vi) any insurance policies;




(vii)
      any employment, consulting, noncompetition, or separation agreements or
      arrangements;




(viii) any agreement with or for the benefit of the stockholders, officer,
      director, manager or employee of the Company, or any Affiliate of the Company,
      or any Person controlled by such individual or family member thereof;




(ix)
      any license to which the Company is a party;




(x) any agreement in which the Company
      has granted rights to license, sublicense or copy, “most favored nation” pricing
      provisions or exclusive marketing or distribution rights relating to
      any **** products
      or territory or has agreed to purchase a minimum quantity of goods or services
      or has agreed to purchase goods or services exclusively from a certain
      party;




(xi) any written arrangement establishing a partnership or joint venture;
      and




(xii) a list of all parties to any written arrangement concerning
      confidentiality, non-disclosure or noncompetitio n;




(xiii)  any
      written arrangement under which the consequences of a default or termination
      could have a Material Adverse Effect on the Company; and




(xiv)  any
      other
      agreement or arrangement pursuant to which the Company or its Subsidiaries
      could
      be required to make or be entitled to receive aggregate payments in excess
      of
      Five Thousand Dollars ($5,000.00) or entered into outside of the
      ordinary course of business .




13




For
      purposes of this Agreement, “ ***Affiliate*** ”
means
      another Person that directly or indirectly, through one or more intermediaries,
      controls, is controlled by, or is under common control with, any
      Person.




(b) The Company has delivered to or made available to Buyer a true, correct
      and
      complete copy of each Material Agreement and a written summary of each oral
      Material Agreement. With respect to each Material Agreement:




(i) each Material Agreement is legal, valid, binding and enforceable and in
      full
      force and effect with respect to the Company and, to the Knowledge of the
      Company ,
      the
      written arrangement is legal, valid, binding and is enforceable and in full
      force and effect with respect to each other party thereto (in each case except
      as enforceability may be limited by bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium or other similar laws affecting the
      enforcement of creditor’s rights generally, and except that the availability of
      equitable remedies, including specific performance, is subject to the discretion
      of the court before which any proceeding therefor may be brought);




(ii)
      subject to the third-party consents described in Section 2.5(a) of the
      Company Disclosure Letter, each Material Agreement will continue to be legal,
      valid, binding and enforceable and in full force and effect against the Company,
      and to the Knowledge of the Company against
      each other party thereto, immediately following the Closing in accordance with
      the terms thereof (in each case except as enforceability may be limited by
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
      other similar laws affecting the enforcement of creditor’s rights generally, and
      except that the availability of equitable remedies, including specific
      performance, is subject to the discretion of the court before which any
      proceeding therefor may be brought) as in effect prior to the Closing;
      and




(iii) the Company is not in breach or default, and, to the Knowledge of the
      Company ,
      no
      other party thereto is in breach or default, and no event has occurred which
      with notice or lapse of time would constitute a breach or default or permit
      termination, modification, or acceleration, under any Material Agreement which
      could have a Material Adverse Effect.




**Section
      2.14 Insurance** .




(a) Section 2.14 of the Company Disclosure Letter sets forth a true, correct
      and
      complete list of each insurance policy (including fire, theft, casualty, general
      liability, director and officer, workers compensation, business interruption,
      environmental, product liability and automobile insurance policies and bond
      and
      surety arrangements) to which the Company is a party, a named insured, or
      otherwise the beneficiary of coverage at any time within the past year. Section
      2.14 of the Company Disclosure Letter sets forth a true, correct and complete
      list of each person or entity required to be listed as an additional insured
      under each such policy. Each such policy shall be in full force and effect
      until
      such time as the period covered by any prepaid premiums has
      expired.




14




(b) The Company is not in breach or default, and does not anticipate being
      in
      breach or default prior to the Closing (including with respect to the payment
      of
      premiums or the giving of notices) under any such policy, and, to the Knowledge
      of Company ,
      no
      event has occurred which, with notice or the lapse of time, would constitute
      such a breach or default or permit termination, modification or acceleration,
      under such policy; and the Company has not received any written notice or,
      to
      the Knowledge of the Company, oral notice, from the insurer disclaiming coverage
      or reserving rights with respect to a particular claim or such policy in
      general. The Company has not incurred any material loss, damage, expense or
      liability covered by any such insurance policy for which it has not properly
      asserted a claim under such policy.




**Section
      2.15 Litigation** .




(a) Except as set forth in Section 2.15 of the Company Disclosure Letter there
      are no claims, actions, suits, proceedings or investigations of any nature
      pending or, to the Knowledge of the Company ,
      threatened against the Company or any properties or rights of the Company,
      before any court, administrative, governmental or regulatory authority or body.
      The Company is not subject to any order, judgment, injunction or
      decree.




(b) There are no agreements or other documents or instruments settling any
      material claim, complaint, action, suit or other proceeding against the Company.




**Section 2.16 Employees; Labor Matters** .




(a) Set forth on Section 2.16(a) of the Company Disclosure Letter is a true,
      correct and complete list of all current employees of the Company, including
      date of employment, current title and compensation (including commissions,
      bonus
      and other compensation), and date and amount of last increase in compensation.
      None of the Company’s employees are members of a labor union. The Company is not
      a party to any collective bargaining, union or labor agreements, contracts
      or
      other arrangements with any group of employees, labor union or employee
      representative and to the Knowledge of the Company, there is no organization
      effort currently being made by or on behalf of any labor union with respect
      to
      employees of the Company. The Company has not experienced, and to the Knowledge
      of the Company, there is no basis for, any strike, grievances, claims of unfair
      labor practices, material labor trouble, work stoppage, slow down or other
      interference with or impairment of the business of Company.




(b)
      To the Knowledge of the Company ,
      no
      employee has any plans to terminate employment with the Company within six
      months of the date hereof.




(c) The Company is in compliance in all material respects with all currently
      applicable laws and regulations respecting wages, hours, occupational safety,
      or
      health, fair employment practices, and discrimination in employment terms and
      conditions, and is not engaged in any unfair labor practice. There are no
      pending claims against the Company under any workers compensation plan or policy
      or for long term disability. There are no proceedings pending or, to the
      Knowledge of the Company, threatened, between the Company and its
      employees.




15




(d) Section 2.16(a) of the Company Disclosure Letter sets forth a true, correct
      and complete list of Persons whose employment has been terminated by the Company
      in the 90 days prior to Closing.




**Section 2.17 Employee Benefits** .




(a) Except as set forth in Section 2.17(a) of the Company Disclosure
      Letter, neither the Company nor any predecessor in interest thereof has
      maintained, or currently maintains, any Employee Benefit Plan. At no time has
      the Company or any ERISA Affiliate been obligated to contribute to any
“multi-employer plan” (as defined in Section 4001(a)(3) of ERISA). Neither the
      Company nor any predecessor in interest thereof has any liabilities or
      obligations with respect to any Employee Benefit Plan.




(b) Section 2.17(b) of the Company Disclosure Letter discloses each:
      (i) agreement with any director, executive officer or other key employee of
      the Company, including (A) the benefits of which are contingent, or the terms
      of
      which are altered, upon the occurrence of a transaction involving the Company
      of
      the nature of any of the transactions contemplated by this Agreement, (B)
      providing any term of employment or compensation guarantee or (C) providing
      severance benefits or other benefits after the termination of employment of
      such
      director, executive officer or key employee; (ii) agreement, plan or arrangement
      under which any person may receive payments from the Company that may be subject
      to the tax imposed by Section 4999 of the Code or included in the
      determination of such person’s “parachute payment” under Section 280G(b)(1) of
      the Code; and (iii) agreement or plan binding the Company, including any option
      plan, stock appreciation right plan, restricted stock plan, stock purchase
      plan,
      severance benefit plan, or any Employee Benefit Plan, any of the benefits of
      which will be increased, or the vesting of the benefits of which will be
      accelerated, by the occurrence of any of the transactions contemplated by this
      Agreement or the value of any of the benefits of which will be calculated on
      the
      basis of any of the transactions contemplated by this Agreement.




(c) For purposes of this Agreement:




(i) “ ***Employee
      Benefit Plan*** ”
means
      any “employee pension benefit plan” (as defined in Section 3(2) of the Employee
      Retirement Income Security Act of 1974, as amended), any “employee welfare
      benefit plan” (as defined in Section 3(1) of ERISA), and any other written or
      oral plan, agreement or arrangement involving direct or indirect compensation,
      including insurance coverage, severance benefits, disability benefits, deferred
      compensation, bonuses, options, or other forms of incentive compensation or
      post-retirement compensation; and




(ii) “ ***ERISA
      Affiliate*** ”
means
      any entity which is a member of (i) a controlled group of corporations (as
      defined in Section 414(b) of the Code), (ii) a group of trades or businesses
      under common control (as defined in Section 414(c) of the Code), or (iii) an
      affiliated service group (as defined under Section 414(m) of the Code or the
      regulations under Section 414(o) of the Code), any of which includes the Company
      or its Subsidiaries.




16




**Section
      2.18 Permits** .
      Section
      2.18 of the Company Disclosure Letter sets forth a true, correct and complete
      list of all material permits, licenses, registrations, certificates, orders
      or
      approvals from any Governmental Entity (including those issued or required
      under
      applicable export laws or regulations) (“ ***Permits*** ”)
      issued
      to or held by the Company. Such listed Permits are the only Permits that are
      required for the Company to conduct their business as presently conducted.
      Each
      such Permit is in full force and effect and to the Knowledge of the
      Company ,
      no
      suspension or cancellation of such Permit is threatened and there is no basis
      for believing that such Permit will not be renewable upon expiration. Each
      such
      Permit will continue in full force and effect following the
      Closing.




**Section
      2.19 Real Property** .




(i) Owned Real Property. The Company owns no real property.




(b) Leased Real Property. Section 2.19(b) of the Company Disclosure Letter
      sets
      forth a true and correct list of all real property leased or subleased to the
      Company (the “ ***Leased
      Real Property*** ”).
      The
      Company has made available to Buyer true and correct copies of such leases
      and
      subleases, each as amended to date. Except as set forth on Section 2.19(b)
      of
      the Company Disclosure Letter, with respect to each lease and sublease of Leased
      Real Property each lease or sublease is in full force and effect in all material
      respects and is valid and enforceable by Buyer or the Company in accordance
      with
      its terms, except to the extent that its enforceability may be subject to
      applicable bankruptcy, insolvency, reorganization, moratorium, receivership
      and
      similar laws affecting the enforcement of creditors’ rights generally and to
      general equitable principles.




**Section
      2.20 Broker’s Fees** . Neither
      the Company nor any of their Subsidiaries has any liability or
      obligation to pay
      any fees or commissions to any broker, investment banking firm, finder or agent
      with respect to the transactions contemplated by this Agreement.




**Section 2.21 Books and Records** .




(a) The books, records and accounts of the Company (a) are in all material
      respects true, complete and correct, (b) have been maintained in accordance
      with good business practices on a basis consistent with prior years,
      (c) are stated in reasonable detail and accurately and fairly reflect the
      transactions and dispositions of the assets of the Company, and
      (d) accurately and fairly reflect the basis for the Company Financial
      Statements.




(b)
      The Company has devised and maintains a system of internal accounting controls
      sufficient to provide reasonable assurances that (a) transactions are
      executed in accordance with management’s general or specific authorization;
      (b) transactions are recorded as necessary (i) to permit preparation
      of financial statements in conformity with generally accepted accounting
      principles or any other criteria applicable to such statements, and (ii) to
      maintain accountability for assets, and (c) the amount recorded for assets
      on the books and records of the Company is compared with the existing assets
      at
      reasonable intervals and appropriate action is taken with respect to any
      differences.




17




**Section 2.22 Banking Relationships and Investments** .
      Section
      2.22 of the Company Disclosure Letter sets forth sets forth a true, correct
      and
      complete list of each of the Company’s accounts, deposits, safe-deposit boxes or
      borrowing relationships, factoring arrangements or other loan facilities or
      relationships, including the names of all persons authorized to draw on those
      accounts or deposits, or to borrow under loan facilities, or to obtain access
      to
      such boxes (the “ ***Accounts*** ”).
      Section 2.22 of the Company Disclosure Letter sets forth a true, correct and
      complete list of all certificates of deposit, debt or equity securities and
      other investments owned, beneficially or of record, by the Company (the
“ ***Investments*** ”).
      The
      Company has good and legal title to all Investments.




**Section
      2.23 Prepaid Accounts.** Section
      2.23 of the Company Disclosure Letter sets forth a true, correct and complete
      list of each prepaid customer account serviced by the Company. This list shall
      contain any customer who pays in advance more than one month.




**Section 2.24 Disclosure** .
      No
      representation or warranty by the Company contained in this Agreement, including
      any statement contained in the Company Disclosure Letter or any document
      delivered in connection herewith, knowingly contains any untrue statement of
      a
      material fact or knowingly omits to state any material fact necessary, in light
      of the circumstances under which it was made, in order to make the statements
      herein not misleading.







ARTICLE
      III


**Representations
      and Warranties of Parent and Buyer**




Except as set forth in the Buyer Disclosure Letter attached to this Agreement
      (the “ ***Buyer
      Disclosure Letter*** ”)
      Parent
      and Buyer, jointly and severally, represent and warrant to the Company and
      the
      Stockholders as follows:




**Section
      3.1 Organization, Qualification and Corporation
      Power** .
      Each of
      Parent and Buyer as of the Effective Time (a) is a corporation duly
      organized, validly existing and in good standing under the Laws of the
      jurisdiction in which it is organized and has the requisite corporate power
      and
      authority and any necessary governmental authority to own, operate or lease
      the
      properties that it purports to own, operate or lease and to carry on its
      business as it is now being conducted and proposed to be conducted, and
      (b) is duly qualified as a foreign corporation to do business, and is in
      good standing, in each other jurisdiction where the character of its properties
      owned, operated or leased or the nature of its activities makes such
      qualification necessary, except in the case of clause (b) for failures
      which, when taken together with all other such failures, would not have a
      Material Adverse Effect on Buyer.




**Section
      3.2 Capitalization** .




(a) The authorized capital stock of Buyer consists of 1,500,000,000 shares
      of common stock, $0.001 par value (the “ ***Parent
      Common Stock*** ”), 20,035,425 shares
      of preferred stock, $0.001 par value and 35,425 shares of Series A Convertible
      Preferred Stock, $0.001 par value (the “ ***Series
      A Preferred Stock*** ”).
      As of January 15, 2005
      and the Effective Time, (i) 432,161,236
      shares of Buyer Common Stock were issued and outstanding and 35,378 shares
      of
      Series A Preferred Stock were issued and outstanding and (ii) 30,000,000 shares
      of Parent Common Stock were reserved for issuance under Buyer’s 2001 Equity
      Performance Plan.
      All of the issued and outstanding shares of Parent Common Stock and Series
      A
      Preferred Stock (i) have been duly authorized and validly issued; (ii) are
      fully
      paid and nonassessable; (iii) are free and clear of all Liens; and (iv) are
      free
      of any other restriction (including any restriction on the right to vote, sell
      or otherwise dispose of such capital stock or other ownership interests). The
      certificates representing Parent Common Stock are in proper form for the
      enforcement of the rights and limitations of rights pertaining to such Shares
      which are set forth in Parent’s certificate of incorporation, as amended, and
      bylaws. There are no declared or accrued but unpaid dividends with respect
      to
      any Parent Common Stock.




18




(b) The authorized capital stock of Buyer consists of 1,000 shares of common
      stock, $0.001 par value (the “ ***Buyer
      Common Stock*** ”),
      of
      which 1,000 shares were issued and outstanding. Buyer owns all of the issued
      and
      outstanding shares of Buyer common stock. Buyer owns all of the issued and
      outstanding shares of Buyer Common Stock. All of the issued and outstanding
      shares of Buyer Common Stock (i) have been duly authorized and validly issued;
      (ii) are fully paid and nonassessable; (iii) are free and clear of all Liens;
      and (iv) are free of any other restriction (including any restriction on the
      right to vote, sell or otherwise dispose of such capital stock or other
      ownership interests).




**Section 3.3 Authority Relative to this Agreement** .
      As of
      the Effective Time each of Parent and Buyer has the necessary corporate power
      and authority to enter into this Agreement and, subject to the filing of the
      Certificate of Merger, to carry out its obligations hereunder. The execution
      and
      delivery of this Agreement by Parent and Buyer and the consummation by them
      of
      the transactions contemplated hereby have been duly authorized by all necessary
      corporate action on the part of Parent and Buyer and, subject to the filing
      of
      the filing of the Certificate of Merger, no other corporate proceeding is
      necessary for the execution and delivery of this Agreement by Parent and Buyer,
      the performance by them of their respective obligations hereunder and the
      consummation by them of the transactions contemplated hereby. This Agreement
      has
      been duly executed and delivered by the Parent and Buyer and, assuming the
      due
      authorization, execution and delivery of this Agreement by the Company,
      constitutes a legal, valid and binding obligation of the Parent and Buyer,
      enforceable against each in accordance with its terms, except that the
      enforceability hereof may be subject to (a) applicable bankruptcy, insolvency
      or
      other similar laws, now or hereinafter in effect, affecting creditors’ rights
      generally, and (b) the general principles of equity (regardless of whether
      enforceability is considered at a proceeding at law or in equity).




**Section 3.4 No Conflict; Required Filings and
      Consents** .




(a)
      The execution and delivery of this Agreement by each of Parent and Buyer do
      not,
      and the consummation by each of them of the transactions contemplated hereby
      will not, (i) conflict with or violate any law, court order, judgment or
      decree applicable to either Buyer or the Parent or by which any of their
      respective property is bound, (ii) violate or conflict with the certificate
      of incorporation or bylaws (or comparable organizational documents) of either
      Parent or Buyer, or (iii) result in any breach of, or constitute a default
      (or an event which with notice or lapse of time of both would become a default)
      under, or give to others any rights of termination or cancellation of, or result
      in the creation of a Lien on any of the properties or assets of either Buyer
      or
      the Parent or any of their respective Subsidiaries pursuant to, any contract,
      instrument, Permit or license to which either Buyer or the Parent or any of
      their respective Subsidiaries is a party or by which either Buyer or the Parent
      or any of their respective Subsidiaries or their respective property is bound,
      except in the case of clauses (i) and (iii) for conflicts, violations, breaches
      or defaults which, individually or in the aggregate, would not have or result
      in
      a Material Adverse Effect on Buyer or Parent.




19




(b) Except for the filing of the Certificate of Merger, and applicable
      requirements, if any, under “takeover” or “blue sky” laws of various states,
      Buyer or Parent are not required to submit any notice, report or other filing
      with any Governmental Entity in connection with the execution, delivery or
      performance of this Agreement or the consummation of the transactions
      contemplated hereby the failure of which to submit would, individually or in
      the
      aggregate, have or result in a Material Adverse Effect on Buyer or Parent.
      No
      waiver, consent, approval or authorization of any Governmental Entity or any
      third party is required to be obtained or made by Parent or Buyer in connection
      with its execution, delivery or performance of this Agreement the failure of
      which to obtain or make, individually or in the aggregate, would have or result
      in a Material Adverse Effect on Buyer or Parent.




**Section 3.5 SEC Reports** .
      Parent
      has filed all forms, reports, schedules, registration statements, proxy
      statements and other documents (including any document required to be filed
      as
      an exhibit thereto) required to be filed by Parent with the Securities and
      Exchange Commission (“ ***SEC*** ”)
      since
      December 31, 2003. All such required forms, reports, schedules, registration
      statements, proxy statements and other documents (including those that Buyer
      may
      file subsequent to the date hereof) are referred to herein as the “ ***SEC
      Reports*** .”
As
      of
      their respective dates, the SEC Reports (including any financial statements
      or
      schedules included or incorporated by reference therein) (i) were prepared
      in
      all material respects in accordance with the requirements of the Securities
      Act
      or the Securities Exchange Act of 1934 (the “ ***Exchange
      Act*** ”),
      as
      the case may be, and the rules and regulations of the SEC thereunder applicable
      to such SEC Reports and (ii) did not at the time they were filed (or if amended
      or superseded by a filing prior to the date of this Agreement, then on the
      date
      of such filing) contain any untrue statement of a material fact or omit to
      state
      a material fact required to be stated therein or necessary in order to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading. As of the date hereof, there has not been any Material Adverse
      Effect with respect to Parent or Buyer that would require disclosure under
      the
      Securities Act.




**Section 3.6 Broker’s Fees** .
      Neither
      of Parent or Buyer has any liability or obligation to pay any fees or
      commissions to any broker, investment banking firm, finder or agent with respect
      to the transactions contemplated by this Agreement.




**Section
      3.7 Issuance of Merger Consideration** .
      All of
      the Parent Common Stock to be issued as Merger Consideration has been duly
      authorized and when issued in accordance with this Agreement shall be validly
      issued, fully paid and non assessable.




20





ARTICLE
      IV


**Further
      Covenants and Assurances**




**Section 4.1 Securities Laws** .




(a) Parent, Buyer and the Company will take such steps as may be necessary
      to
      comply with the securities and blue sky laws of all jurisdictions which are
      applicable to the issuance of Parent Common Stock in connection with the Merger.
      The Company will use commercially reasonable efforts to assist Buyer as may
      be
      necessary to comply with such securities and blue sky laws.




(b)
      So long as Parent or any successor entity has securities registered under
      Securities Act or the Exchange Act, Parent or such successor entity will file
      all reports required to be filed by it under the Securities Act and the Exchange
      Act, all to the extent required pursuant to Rule 144 to enable stockholders
      who
      exchange Shares for Parent Common Stock pursuant to the terms of this Agreement
      to sell Parent Common Stock pursuant to Rule 144 adopted by the Securities
      and
      Exchange Commission under the Securities Act (as such rule may be amended from
      time to time) or any similar rule or regulation hereafter adopted by the
      Securities and Exchange Commission.




**Section 4.2 Public Announcements** .
      Parent,
      Buyer and the Company will consult with each other before holding any press
      conferences, analyst calls or other meetings or discussions and before issuing
      any press release or other public announcements with respect to the transactions
      contemplated by this Agreement, including the Merger. The parties will provide
      each other the opportunity to review and comment upon any press release or
      other
      public announcement or statement with respect to the transactions contemplated
      by this Agreement, including the Merger, and will not issue any such press
      release or other public announcement or statement prior to such consultation,
      except as may be required by applicable law, court process or by obligations
      pursuant to any listing agreement with any national securities exchange. The
      parties agree that the initial press release or releases to be issued with
      respect to the transactions contemplated by this Agreement will be mutually
      agreed upon prior to the issuance thereof. In addition, the Company will consult
      with Parent regarding communications with customers, stockholders and employees
      relating to the transactions contemplated by this Agreement.




**Section
      4.3 Audited and Reviewed Financial Statements** .




(a) Preparation of Audited and Reviewed Financial Statements .
      At the
      sole cost and expense of the Parent,
      promptly after the Effective Time, the certified public accountant of Parent shall
      be
      provided with access to the Books and Records and financial information of the
      Company and shall audit the balance sheets
      as of December
      31, 200 5 and
      200 4,
      and
      the statements of income and cash flows for the years then ended (the ***“Audited
      Financial Statements”*** ) (and
      shall review the balance sheet and statement of income and cash flows or the
      period ending January 31, 2006) by May 15, 2006, **the**  **“Reviewed
      Financial Statements”** ) .
      The
      Audited and Reviewed Financial Statements shall (a) be prepared based on the
      books and records of the
      Company, (b) fairly present the financial condition of the Company at the date
      therein indicated and the results of operation for the period therein specified
      and (c) be prepared in accordance with GAAP.




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(b)
      Dispute Resolution .
      In the
      event that Jerry M. Sullivan, Jr. as representative for the stockholders of
      the
      Company (“Stockholder Representative”) disagrees with the accuracy of the
      Audited or Reviewed Financial Statements, the Stockholder Representative shall
      deliver a written notice of disagreement (“ ***Dispute
      Notice*** ”)
      within
      fifteen (15) business days of its receipt of the Audited and Reviewed Financial
      Statements (the “ ***Review
      Period*** ”)
      setting forth in reasonable detail the basis for such dispute. If the
      Stockholder Representative does not deliver a Dispute Notice within the Review
      Period, then the Audited Financial Statement shall be final and binding on
      the
      parties, effective as of the first business day following the Effective Time.
      In
      the event the Stockholder Representative delivers to Buyer a Dispute Notice
      in a
      timely manner, then Buyer and the Stockholder Representative shall attempt
      in
      good faith to resolve such dispute within ten business (10) days from the date
      of the Dispute Notice. If Buyer and the Stockholder Representative cannot reach
      an agreement within such ten business (10) day period (or such longer period
      as
      they may mutually agree), then the dispute shall be promptly referred to
      mediation in accordance with the rules of the American Arbitration Association
      ( ***“AAA”*** )
      should
      the total amount in dispute
      not exceed $120,000.00. In the event that the amount in dispute exceeds
      $120,000.00, then in such event the dispute shall be submitted to arbitration
      under the rules of the AAA governing commercial disputes. The arbitration shall
      take place in the State of Mississippi before a
      single neutral arbitrator. The parties may conduct only essential discovery
      prior to the hearing ,
      as
      defined by the AAA arbitrator. The arbitrator shall issue a written decision,
      which contains essential findings and conclusions on which the decision is
      based. Judgment upon the determination or award rendered by the arbitrator
      may
      be entered in any court having jurisdiction thereof. Each party shall be
      responsible for it own costs, fees and expenses associated with any mediation
      and/or arbitration regardless of the outcome.




**Section
      4.4**  **Adjustment
      of Merger Consideration** . The
      Merger Consideration due
      and
      payable to the stockholders of the Company in accordance with Section 1.6 will
      be adjusted
      as follows:




(a)  Adjustments
      in Merger Consideration at Closing .




(i)  If the
      Closing Balance Sheet (as defined in Section 5.1(h)) reveals a Working Capital
      deficit, the Merger Consideration shall be reduced by one share for each $0.174
      of Working Capital deficit on the Closing Balance Sheet.




(ii)  If
      the
      Closing Balance Sheet reveals positive Working Capital, the Merger Consideration
      shall be increased one share for each $0.174 of positive Working Capital shown
      on the Closing Balance Sheet.




(iii)  T he
      Merger
      Consideration shall be increased one (1) share for each one (1) share of Parent
      Common Stock owned by the Company at the Effective Time.




(b)  Adjustments
      in Merger Consideration After Closing .




(i)  If the
      Audited or Reviewed Financial Statements reveal a Working Capital deficit in
      excess of the Working Capital Deficit revealed on the Closing Balance Sheet,
      the
      Merger Consideration shall be further reduced by
      one
      share for each $0.174 of
      additional Working
      Capital deficit revealed on the Audited or Reviewed Financial
      Statements .




22




(ii)  If
      the
      Audited or Reviewed Financial Statements reveals positive Working Capital more
      than the positive Working Capital revealed on the Closing Balance Sheet and/or
      inventory more than revealed on the Closing Balance Sheet, the Merger
      Consideration shall be further increased by one share for each $0.174 of
      additional Working Capital on the Audited or Reviewed Financial Statements.




(iii)  The
      Merger Consideration shall be increased for each (1) one share of Parent Common
      Stock that the Company is entitled to receive post closing under that certain
      Assignment of Limited Liability Company Interest /Release dated as of January
      31, 2006.




For
      purposes of this Agreement, positive or negative “ ***Working
      Capital*** ”
shall
      mean the difference between (x) the sum of the Company’s cash, wireless CPE
      inventory and current receivables of 30 days or less plus prepaid expenses
      and
      (y) all of the Company’s liabilities, including any deferred revenues of the
      Company, all determined in accordance with United States generally accepted
      accounting principles applied on a consistent basis (“ ***GAAP*** ”).
      It is
      expressly understood and agreed that Working Capital shall not include any
      shares of Parent Common Stock owned by the Company.




**Section 4.5 Real Property Deliveries** .
      The
      Company agrees that if, immediately prior to or at the Closing, or at any time
      after the Effective Time, Buyer considers or is advised that any further deeds,
      assignments or assurances are reasonably necessary or desirable to vest, perfect
      or confirm in Buyer title to any property or rights of the Company, Buyer and
      its proper officers and directors may execute and deliver all such proper deeds,
      assignments and assurances and do all other things necessary or desirable to
      vest, perfect or confirm title to such property or rights in Buyer and otherwise
      to carry out the purpose of this Agreement, in the name of the Company or
      otherwise.




**Section 4.6 Termination of Related Party
      Arrangements** .
      The
      Company shall cause all Material Agreements described in Sections 2.13(a)(viii)
      of the Company Disclosure Letter, other than those listed in Section 4.6 of
      the
      Company Disclosure Letter, to be terminated immediately prior to the Closing
      with no further liability or obligation on the part of any party
      thereto.




**Section 4.7 Release** .




(a)
      Effective at the time of the Closing, the executive officers and directors
      of
      the Company shall execute a release agreement in the form of Exhibit
      C whereby
      they each shall, without any further action, releases and forever discharges
      the
      Company and its officers, directors, managers, employees and Affiliates (other
      than Parent and Buyer), from any and all liabilities, claims, obligations,
      actions, causes of action, suits at law or in equity of whatever kind or nature,
      debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
      covenants, Material Agreements, controversies, promises, variances, trespasses,
      judgments, verdicts, extents, executions, Liens, payments, damages, costs,
      attorneys fees, expenses, and demands of any kind or nature, which the executive
      officers or directors may have or may have had, known or unknown, from the
      beginning of the world through and including the Closing Date, against the
      Company or any of its officers, directors, managers, employees or affiliates
      (other than Buyer or Parent).




23




(b) Notwithstanding the foregoing, nothing contained in clause (a) above shall
      constitute a release by the executive officers or directors of the Company
      for
      claims against Buyer or Parent arising out of Buyer’s obligations under this Agreement.




**Section
      4.8 Accounts and Investments** .
      At the
      Closing (but in any event after the Effective Time), the Company will transfer
      to the Buyer title, ownership and access rights to each of the Accounts and
      Investments listed on Section 2.22 of the Company Disclosure Letter. Following
      the Closing, the Company, each of its Affiliates, members, managers, agents
      and
      employees will have no rights whatsoever to each of the Accounts and Investments
      listed on Section 2.22 of the Company Disclosure Letter.




**Section 4.9 Further Assurances** .
      The
      parties agree to execute and deliver all such other instruments and take all
      such other action as any party may reasonably request from time to time, after
      Closing and without payment of further consideration, in order to effectuate
      the
      transactions provided for herein. ****




**Section
      4.10 Post-Closing Tax Cooperation** .
      Following the Closing Date, Parent and Buyer, on the one hand, and the
      Stockholder Representative on the other hand, shall cooperate fully with each
      other to the extent reasonably requested by the other in connection with the
      filing of Tax Returns and any audit, litigation, or other proceeding with
      respect to Taxes or Tax Returns of or with respect to the Company .
      Such
      cooperation shall include the retention and (upon the other party’s request) the
      provision of records and information which are reasonably relevant to any such
      Tax Return, filing audit, litigation or other proceeding, and making personnel
      available on a mutually convenient basis to provide additional information
      and
      explanation of any material provided hereunder. The parties further agree,
      upon
      request by other, to use all reasonable efforts to obtain and provide any
      certificate or other document from any governmental authority or any other
      person as may be necessary to mitigate, reduce, or eliminate any Tax that could
      be imposed with respect to the Company and the transactions contemplated hereby.
      Further, each of the parties agree to provide, upon request of the other, any
      and all information required to be reported pursuant to the Internal Revenue
      Code and all Treasury Department Regulations promulgated
      thereunder.




**Section 4.11** **Employment
      Agreements** .
      The
      Surviving Company shall offer employment agreements (on terms no less than
      their
      current employment arrangements and pursuant to the form attached hereto as Exhibit
      G )
      to
      Jonathan B. Steadman, Ricky G. Luke, Troy Browning, Alan Crancer, John Yerger,
      Bobby Lloyd, David McIntosh and Greg Wolf, and shall use commercially reasonable
      efforts to negotiate and execute these agreements prior to the Effective Time
      which employment agreements shall be effective as of the Effective Time.




**Section 4.12** **No
      Distributions** .
      The
      Company acknowledges and agrees that is shall not distribute to its shareholders
      any shares of Parent Common Stock that is receives as a result of its rights
      under the operating agreement of Kite Broadband, LLC.




24




**ARTICLE
      V**


**Conditions
      of Merger**




**Section
      5.1 Conditions to Obligations of Parent and Buyer to Effect the
      Merger** .
      The
      obligations of Parent and Buyer to effect the Merger will be subject to the
      satisfaction or waiver of the following conditions prior to the Effective Time:




(a) Representations and Warranties .
      Those
      representations and warranties of the Company set forth in this Agreement will
      be true and correct in all material respects as of the Closing Date (except
      to
      the extent such representations and warranties expressly relate to a specific
      date in which case such representations and warranties will be true and correct
      as of such date). Buyer shall receive a certificate to such effect executed
      by
      the Company’s Chief Executive Officer.




(b)
      Agreements and Covenants .
      The
      Company shall have performed in all material respects all obligations and
      complied in all material respects with all agreements and covenants of the
      Company required to be performed or complied with by it under this Agreement.
      Buyer shall receive a certificate to such effect executed by the Company’s Chief
      Executive Officer.




(c) Secretary Certificates .
      Buyer
      will have received from the corporate secretary of the Company a certificate
      (i) certifying as to such entity’s Articles of Incorporation,
      (ii) certifying as to such entity’s bylaws, (iii) certifying as to
      such entity’s resolutions of its Board of Directors, (vi) certifying as to
      such entity’s resolutions of its shareholders and (v) attesting to the
      incumbency of such entity’s officers.




(d) Good Standing .
      Buyer
      will have received a certificate of the Secretary of State or other applicable
      Governmental Authority certifying the good standing of the Company in its
      jurisdiction of organization as of a date within seven days of the Closing
      Date.




(e) Minute Books, Etc. Buyer
      will have received corporate records relating to the organization, ownership
      and
      maintenance of the Company.




(f)
      Resignations .
      Buyer
      will have received written resignations, effective as of the Closing Date,
      of
      each of the officers of the Company from all manager positions and offices
      with
      the Company.




(g) Required Consents .
      Any
      consent, authorization, order or approval, in a form reasonably acceptable
      to
      Buyer, of (or filing or registration with) any third party identified by Buyer
      on Schedule 5.1(g) will have been obtained or made.




(h) Closing Balance Sheet and Income Statement .
      Buyer
      will have received from the Company, a closing
      balance sheet and income statement, dated as of January 31, 2006 which shall
      be
      attached hereto as Exhibit
      D and
      prepared in accordance with Section 2.7.




(i) Registration Rights Agreement .
      The
      parties will have executed and delivered the Registration Rights Agreement
      providing for piggyback registration rights plus demand registration rights
      commencing on the six (6) month anniversary of the Closing with respect to
      the
      Merger Consideration in the form attached hereto as Exhibit
      E (the
“ ***Registration
      Rights Agreement*** ”).




25




**Section 5.2 Conditions to Obligations of the Company to Effect the
      Merger** .
      The
      obligations of the Company to effect the Merger will be further subject to
      the
      satisfaction or waiver of the following conditions prior to the Effective
      Time:




(a)
      Representations and Warranties .
      Those
      representations and warranties of Parent and Buyer set forth in this Agreement
      will be true and correct as of the Closing Date (except to the extent such
      representations and warranties expressly relate to a specific date in which
      case
      such representations will be true and correct as of such date). The Company
      shall receive a certificate to such effect executed by Buyer’s Chief Executive
      Officer.




(b) Agreements and Covenants .
      Parent
      and Buyer shall have performed in all material respects all obligations and
      complied in all material respects with all agreements and covenants of Buyer
      required to be performed or complied with by them under this Agreement. The
      Company shall receive a certificate to such effect executed by Buyer’s Chief
      Executive Officer.




(c) Secretary Certificates .
      The
      Company will have received from the corporate secretary of each of Parent and
      Buyer a certificate (i) certifying Parent’s Certificate of Incorporation,
      Buyer’s Articles of Incorporation, (ii) certifying the bylaws of Buyer,
      (iii) certifying the resolutions of the board of directors of Buyer and
      (iv) certifying the resolutions of the stockholder of Buyer as
      of a
      date within seven days of the Closing Date




(d) Registration Rights Agreement .
      The
      parties will have executed and delivered the Registration Rights Agreement
      providing for piggyback registration rights plus
      demand registration rights commencing on the six (6) month anniversary of the
      Closing with
      respect to the Merger Consideration in the form of Exhibit
      E attached
      hereto.




(e)
      Employment Agreement .
      The
      Parent, or one of its affiliates, shall have entered into an employment
      agreement with Jerry M. Sullivan, Jr. in the form of Exhibit
      F attached
      hereto.




(f) Kite Broadband, LLC Acquisition .
      The
      acquisition of the remaining interest of Kite Broadband, LLC by the Parent
      shall
      have been consummated.







**ARTICLE VI**


**Survival
      and Indemnification** ****




**Section
      6.1 Survival of Representations and Warranties** .
      The
      representations and warranties of the Company, Parent and Buyer contained in
      this Agreement or in any instrument delivered pursuant hereto will remain
      operative and in full force and effect until the expiration of the General
      Escrow Period at which time they shall automatically expire (the “ ***Survival
      Period*** ”); provided , however ,
      that
      such representations and warranties shall survive beyond their respective
      periods with respect to any inaccuracy therein or breach thereof, notice of
      which shall have been duly given within such applicable period in accordance
      with Section 6.4, 6.5 or 6.6 hereof, as applicable. The covenants and agreements
      (as opposed to the representations and warranties in Articles 2 of the
      Company) of the parties contained in this Agreement or in any instrument
      delivered pursuant hereto or in connection herewith will survive the Closing
      and
      will remain in full force and effect at all times after the
      Closing.




26




**Section 6.2 Indemnification of Parent and Buyer** .
      The
      Company agrees to indemnify and hold harmless Parent and Buyer, and each of
      their respective officers, directors, agents and employees, and each person,
      if
      any, who controls or may control Parent and Buyer within the meaning of the
      Securities Act from and against any and all claims, demands, actions, causes
      of
      actions, losses, costs, damages, liabilities and expenses including, without
      limitation, reasonable legal fees but net of any tax benefits derived by any
      of
      the foregoing and net of any recoveries or related proceeds from insurance
      or
      similar arrangements with third parties (hereinafter referred to as
“ ***Damages*** ”) arising
      out of any misrepresentation or breach of or default in connection with any
      of
      the representations, warranties and covenants given or made by the Company
      in
      this Agreement or any certificate, document or instrument delivered by or on
      behalf of the Company pursuant hereto. The foregoing are collectively referred
      to as the ***“Buyer
      Indemnity Claims.”***




**Section 6.3 Indemnification of the Company** .
      Subject
      to the limitations set forth in this Article VI, Parent and Buyer agree to jointly
      and severally indemnify and hold harmless the Company and its officers,
      directors , shareholders, Subsidiaries and Affiliates ,
      managers, agents and employees, from and against any and all Damages arising
      out of any (a) misrepresentation or breach of or default in connection with
      any of the
      representations, warranties and covenants given or made by Parent and Buyer
      in
      this Agreement or any certificate, document or instrument delivered by or on
      behalf of Buyer pursuant hereto; and (b) post-Closing operation of Company
      or Company’s business, including without limitation all debts, liabilities,
      duties and other obligations of Company to the extent not required to be paid
      or
      satisfied by Company prior to the Closing pursuant to this Agreement. The
      foregoing are collectively referred to as the ***“Company
      and The Stockholders Indemnity Claims.”*** **** The
      Company Indemnity Claims together with Buyer Indemnity Claims are collectively
      referred to as the ***“Indemnity
      Claims.”*** ****




**Section
      6.4 General Notice and Procedural Requirements for Indemnity
      Claims** .
      Notwithstanding the foregoing, the party or person having the indemnity
      obligation under this Article VI (the ***“Indemnifying
      Party”*** ),
      shall
      be obligated to indemnify and hold harmless the party or person entitled to
      indemnity under this Article VI (the ***“Indemnified
      Party”*** ),
      only
      with respect to any Indemnity Claims of which the Indemnified Party notifies
      with specificity the Indemnifying Party in accordance with Section 6.1 of this
      Agreement and, if applicable, within the following time period: (i) with regard
      to any representation or warranty under this Agreement, prior to the end of
      the
      Survival Period of such representation or warranty; or (ii) with regard to
      any
      covenant under this Agreement which by its terms expires, prior to the end
      of
      the survival period relating to such covenant.




**Section 6.5 Notice and Procedural Requirements for Third Party
      Claims** .
      If a
      complaint, claim or legal action is brought by a third party (a “ ***Third
      Party Claim*** ”)
      as to
      which an Indemnified Party is entitled to indemnification under Section 6.2
      or 6.3 of the Agreement, and subject to the applicable Survival Period, the
      Indemnified Party shall give written notice of such Third Party Claim to the
      Indemnifying Party in accordance with Section 6.1 of this Agreement promptly
      after the Indemnified Party receives notice thereof, which notice shall include
      a copy of any letter, complaint or similar writing received by the Indemnified
      Party; provided however, that any failure to provide or delay in providing
      such
      information shall not constitute a bar or defense to indemnification except
      to
      the extent the Indemnifying Party has been prejudiced thereby.




27




The
      Indemnifying Party shall have the right to assume the defense of such Third
      Party Claim with counsel reasonably satisfactory to the Indemnified Party.
      After
      notice from the Indemnifying Party to the Indemnified Party of the Indemnifying
      Party’s election so to assume the defense of such Third Party Claim, the
      Indemnifying Party shall not be liable to the Indemnified Party for any legal
      or
      other expenses subsequently incurred by the Indemnified Party in connection
      with
      the defense of such Third Party Claim except as hereinafter provided. If the
      Indemnifying Party elects to assume such defense and select counsel, the
      Indemnified Party may participate in such defense through its own separate
      counsel, but the fees and expenses of such counsel shall be borne by the
      Indemnified Party unless: (i) otherwise specifically agreed by the Indemnifying
      Party, or (ii) counsel selected by the Indemnifying Party determines that
      because of a conflict of interest between the Indemnifying Party and the
      Indemnified Party such counsel for the Indemnifying Party cannot adequately
      represent both parties in conducting the defense of such action. In the event
      the Indemnified Party maintains separate counsel because counsel selected by
      the
      Indemnifying Party has determined that such counsel cannot adequately represent
      both parties because of a conflict of interest between the Indemnifying Party
      and the Indemnified Party, then the Indemnifying Party shall not have the right
      to direct the defense of such Third Party Claim on behalf of the Indemnified
      Party.




The
      failure of the Indemnifying Party to notify an Indemnified Party of its election
      to defend such Third Party Claim within thirty (30) days after notice thereof
      was given to the Indemnifying Party shall be deemed a waiver by the Indemnifying
      Party of its rights to defend such Third Party Claim.




If
      the
      Indemnifying Party assumes the defense of a Third Party Claim, the obligations
      of the Indemnifying Party shall include taking all steps necessary in the
      defense of such Third Party Claim and holding the Indemnified Party harmless
      from and against any and all Damages caused or arising out of any settlement
      approved by the Indemnified Party or any judgment in connection with the claim
      or litigation.




If
      the
      Indemnifying Party does not assume the defense of such Third Party Claim in
      accordance with this Section, the Indemnified Party may defend against such
      claim or litigation in such manner as it deems appropriate; provided, however,
      that the Indemnified Party may not settle such Third Party Claim without the
      prior written consent of the Indemnifying Party; provided that the Indemnifying
      Party may not withhold such consent unless it has provided security of a type
      and in an amount reasonably acceptable to the Indemnified Party for the payment
      of its indemnification obligations with respect to such Third Party Claim.
      The
      Indemnifying Party shall promptly reimburse the Indemnified Party for the amount
      of Damages caused or arising out of any judgment rendered with respect to such
      Third Party Claim, and for all costs and expenses incurred by the Indemnified
      Party in the defense of such claim.




28




The
      Indemnifying Party may settle any Third Party Claim in its sole discretion
      without the prior written consent of the Indemnified Party, provided that such
      settlement involves only the payment of cash by the Indemnifying Party to the
      claimant and does not impose any other obligation on the Indemnifying Party
      or
      any liability or obligation on the Indemnified Party.




**Section 6.6 Notice and Procedural Requirements for Direct
      Claims** .
      Any
      claim for indemnification by an Indemnified Party on account of Damages which
      do
      not result from a Third Party Claim (a ***“Direct
      Claim”*** )
      shall
      be asserted by giving the Indemnifying Party reasonably prompt notice thereof
      in
      accordance with Section 6.1 of this Agreement; provided, however, that any
      failure to provide, or delay in providing, such notification shall not
      constitute a bar or defense to indemnification except to the extent the
      Indemnifying Party has been prejudiced thereby. After receiving notice of a
      Direct Claim, the Indemnifying Party will have a period of thirty (30) days
      within which to respond in writing to such Direct Claim. If the Indemnifying
      Party rejects such claim or does not respond within such thirty (30) day period
      (in which case the Indemnifying Party will be deemed to have accepted such
      claim), and the Indemnified Party and Indemnifying Party shall have failed
      to
      resolve or compromise such Direct Claim within sixty (60) days of the date
      of
      rejection, then the Indemnifying Party must commence legal proceedings against
      the Indemnifying Party within thirty (30) days.




**Section 6.7 Maximum Liability; Sole Recourse** .
      Notwithstanding anything to the contrary herein, the Company’s indemnity
      obligations shall only arise if and to the extent the amount of Damages exceeds
      in the aggregate $15,000, and (a) in no event will the Company’s indemnity
      obligations under this Article VI exceed the aggregate amount of the General
      Escrow Shares remaining in escrow (which shall be Parent and Buyer’s sole source
      of recovery for any Damages); and (b) Buyer’s sole and exclusive recourse
      for any and all claims, losses, damages and expenses arising directly or
      indirectly from this Agreement or the transactions contemplated hereby shall
      be
      for indemnification as provided in this Article VI. In no event will
      Buyer’s indemnity obligations under this Article VI exceed the aggregate amount
      of the
      Merger Consideration.




**ARTICLE
      VII**




**TERMINATION**




7.1  Termination .
      This
      Agreement may be terminated at any time prior to the Effective Date, whether
      before or after approval by the shareholders of the Company:




(a)  by
      mutual
      written consent of the parties, properly authorized by their respective Boards
      of Directors;




(b)  By
      Parent
      and Buyer (i) in the event that the transaction contemplated hereunder have
      been
      prohibited or enjoined by reason of any final judgment, decree or order entered
      or issued by a court of competent jurisdiction in litigation or proceedings
      involving either Parent, Buyer or the Company; (ii) in the event the conditions
      precedent to Parent’s and Buyer’s obligation to close are not satisfied and
      performed in full at or prior to June 30, 2006; (iii) in the event the Company
      breaches or violates any material provision of this Agreement or fails to
      perform any material covenant or agreement to be performed by the Company under
      the terms of this Agreement and such breach, violation or failure is not cured
      or waived by Parent prior to Closing.




29




(c)  By
      the
      Company (i) in the event that the transactions contemplated hereunder have
      been
      prohibited or enjoined by reason of any final judgment, decree or order entered
      or issued by a court of competent jurisdiction in litigation or proceedings
      involving either Parent, Buyer or Seller; (ii) in the event the conditions
      precedent to the Company’s obligation to close are not satisfied and performed
      in full at or prior to June 30, 2006; or (iii) in the event Buyer or Parent
      breaches or violates any material covenant or agreement to be performed by
      the
      Parent or Buyer under the terms of this Agreement, and such breach, violation
      or
      failure is not cured or waived by the Company prior to Closing.




(d)  By
      Parent, Buyer or the Company if the Closing hereunder shall not have taken
      place
      by June 30, 2006, or such later date as shall be agreed upon by an amendment
      to
      this Agreement; provided, however, that a party shall not have the right to
      terminate under this Section 7.1(d) if the conditions precedent to such party’s
      obligation to close have been satisfied and such party has failed or refused
      to
      close after being requested in writing to close by the other party.




(e)  By
      any
      party hereto, if at the special meeting of shareholders to be called by Company,
      this Agreement shall not have been approved by the affirmative vote of the
      holders of at least a majority of the outstanding shares of the Company’s shares
      voted at the special meeting of shareholders of the Company as called to approve
      this Agreement;




(f)  By
      the
      Company, in the event there are dissenting shareholders (i) constituting more
      than five percent (5%) of the total issued and outstanding shares of the Company
      or (ii) to whom payments would have to be made that would cause the merger
      not
      to qualify as a reorganization within the meaning of 368(a)(1)(A) by reason
      of
      Section 368(a)(2)(D) of the Internal Revenue Code of 1986 as amended (the
“Code”);




(g)  by
      any
      party hereto if Closing shall not have occurred by June 30, 2006.




7.2  Effect
      of Termination .
      In the
      event of termination of this Agreement by either the Parent, Buyer or Company
      as
      provided above, this Agreement shall forthwith become void and there shall
      be no
      further liability on the part of the Parent, Buyer or Company, or their
      respective officers, directors or shareholders except for Sections 8.2 and
      8.12
      which shall survive the termination hereof.




30




**ARTICLE
      VIII**


**General
      Provisions**




**Section
      8.1**  **Notices** .
      All
      notices and other communications given or made pursuant hereto will be in
      writing and will be deemed to have been duly given or made (a) as of the
      date delivered, if delivered personally or by overnight courier, (b) on the
      third Business Day after deposit in the U.S. mail, if mailed by registered
      or
      certified mail (postage prepaid, return receipt requested), or (c) when
      successfully transmitted by facsimile (with a confirming copy of such
      communication to be sent as provided in clauses (a) or (b) above), and, in
      each
      case to the parties at the following addresses or facsimile number (or at such
      other address for a party as will be specified by like notice, except that
      notices of changes of address will be effective upon receipt):




(a) If to Parent or Buyer:




Mobilepro
      Corp.


6701
      Democracy Blvd., Suite 202


Bethesda,
      MD 20817


Attention:  Jay
      O.
      Wright, President and CEO


Facsimile:  (301)
      315-9040




With a copy (which will not constitute notice) to:




Geoffrey
      B. Amend, Esq.


309
      S.
      Laura, Suite 210


Wichita,
      KS 67211


Facsimile:  (316)
      269-1021




(b)
      If to the Company or the Stockholders Representative:




112
      East
      State Street, Suite B


Ridgeland,
      MS 39157


Attn:
      Jerry M. Sullivan, Jr.


Facsimile:
      (601) 898-9908




With a copy (which will not constitute notice) to:




Watkins
      Ludlam Winter & Stennis, P.A.


633
      North
      State Street


PO
      Box
      427


Jackson,
      MS 39205


Attn:
      Gina M. Jacobs. Esq.


Facsimile:
      (601) 949-4804





For
      purposes of this Agreement, a “Business Day” shall mean any day that is not a
      Saturday, a Sunday or other day on which banking organizations in Washington,
      D.C. are authorized or required by law to close.




**Section
      8.2**  **Expenses** .
      All
      fees, costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby will be paid by the party incurring such fees,
      costs and expenses.




**Section
      8.3**  **Amendment** .
      This
      Agreement may not be amended except by an instrument in writing signed by the
      parties hereto.




31


**Section
      8.4**  **Entire
      Agreement** .
      This
      Agreement and the schedules and exhibits attached hereto, constitute the entire
      agreement and supersede any and all other prior agreements and undertakings,
      both written and oral, among the parties, or any of them, with respect to the
      subject matter hereof.




**Section
      8.5**  **No
      Third-Party Beneficiaries** .
      Except
      for the parties hereto, this Agreement is not intended to confer upon any other
      Person any rights or remedies hereunder.




**Section
      8.6**  **Assignment** .
      This
      Agreement will not be assigned by operation of law or otherwise. This Agreement
      will be binding upon, and will be enforceable by and inure to the benefit of
      the
      parties hereto and their respective successors and assigns.




**Section
      8.7**  **Severability** .
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law, or public policy, all other conditions and
      provisions of this Agreement will nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner adverse to any party. Upon such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties hereto will negotiate in good faith to modify
      this Agreement so as to effect the original intent of the parties as closely
      as
      possible in an acceptable manner to the end that transactions contemplated
      hereby are fulfilled to the maximum extent possible.




**Section
        8.8**  **Governing
        Law** .
        This
        Agreement will be governed by, and construed in accordance with, the laws of the
        State of Mississippi applicable to contracts executed in and to be performed entirely within Mississippi.




**Section
      8.9**  **Headings;
      Interpretation** .
      The
      headings contained in this
      Agreement are for reference purposes only and will not affect in any way the
      meaning or interpretation of this Agreement. Whenever the words “ ***include*** ,”
      “ ***includes*** ”
or
      “ ***including*** ”
are
      used in this Agreement, they will be understood to be followed by the words
      “ ***without
      limitation*** .”




**Section
      8.10**  **Construction** .
      In the
      event of an ambiguity or question of intent or interpretation arises, this
      Agreement will be construed as if drafted jointly by the parties and no
      presumption or burden of proof will arise favoring or disfavoring any party
      by
      virtue of the authorship of any provisions of this Agreement.




**Section
      8.11**  **Counterparts** .
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed will be
      deemed to be an original but all of which will constitute one and the same
      agreement.




**Section
      8.12**  **Confidentiality** . The
      Company on the one hand and Buyer and Parent on the other hand each recognize
      that they have received and will receive confidential information concerning
      the
      other during the course of the Merger negotiations and preparations.
      Accordingly, Parent, Buyer
      and
      the Company each agree (a) to use its respective best efforts to prevent
      the unauthorized disclosure of any confidential information concerning the
      other
      that was or is disclosed during the course of such negotiations and
      preparations, and is clearly designated in writing as confidential at the time
      of disclosure, and (b) to not make use of or permit to be used any such
      confidential information other than for the purpose of effectuating the Merger
      and related transactions. The obligations of this section will not apply to
      information that (i) is or becomes part of the public domain, (ii) is
      disclosed by the disclosing party to third parties without restrictions on
      disclosure, (iii) is received by the receiving party from a third party
      without breach of a nondisclosure obligation to the other party or (iv) is
      required to be disclosed by law.




32




**Section
      8.13**  **Appointment
      of Shareholder Representative** .
      Each of
      the shareholders of the Company by acceptance of the Merger Consideration each
      hereby appoints Mr. Jerry M. Sullivan, Jr. to act on his/her/its behalf as
      Shareholder Representative as provided in this Agreement and the Escrow
      Agreement.




*
      *
      *




33





**IN
      WITNESS WHEREOF** ,
      Parent,
      Buyer and the Company have executed this Agreement as of the date first written
      above.




**MOBILEPRO
      CORP.**








By:
              /s/ Jay
                O. Wright


Name:  Jay
      O.
      Wright


Title: President
      and CEO





**KITE
      ACQUISITION CORP.**


By:
                /s/ Jay
                    O. Wright


Name:  Jay
      O.
      Wright


Title: President
      and CEO








**KITE
      NETWORKS, INC.**


By:
                  /s/ Jerry
                      M Sullivan,
                      Jr. Name:  Jerry M
            Sullivan, Jr.


Title: CEO





**[Signature
      Page to Agreement and Plan of Merger]**










**EXHIBIT
      A**


**COMPANY
      SHAREHOLDERS**


Shareholder
                Name
            Shares
                Owned
            %
                OwnedKevin
                Kimberlin Partners, LP
            6,922
            0.07%Spencer
                Trask Media & Comm Group, LLC
            2,465,008
            24.65%Spencer
                Trask Illumination Fund, LLC
            98,070
            0.98%Southern
                Farm Bureau Life Insurance Company
            3,050,000
            30.50%McCarty
                Wireless, LLC
            1,100,000
            11.00%Tony
                Tam
            4,441
            0.04%Pacific
                Infinity
            198,849
            1.99%Terry
                Kwong
            113,555
            1.14%Wilson
                Wong
            100,000
            1.00%Chida
                Tse
            91,122
            0.91%Ray
                Tong
            51,846
            0.52%Philip
                W. Matos
            96,568
            0.97%Jack
                Wong
            718,619
            7.19%Robert
                Kane
            8,474
            0.08%Julie
                Baigent, SEP IRA
            2,421
            0.02%John
                Smyth
            2,306
            0.02%Elizabeth
                Kinney
            2,306
            0.02%Lane
                Cockrell
            1,210
            0.01%Christopher
                Truhan
            1,153
            0.01%Andria
                Langenberg
            1,130
            0.01%Jerry
                M. Sullivan, Jr.
            534,788
            5.35%John
                Greathouse
            96,216
            0.96%Jonathan
                B. Steadman
            265,028
            2.65%Randy
                Eure
            223,688
            2.24%John
                Yerger
            77,813
            0.78%Ken
                Harris
            8,906
            0.09%David
                McIntosh
            77,813
            0.78%Greg
                Wolff
            77,813
            0.78%Jerry
                O'Rear
            68,438
            0.68%Sandra
                Miller
            72,375
            0.72%Scott
                Tenney
            1,496
            0.01%Jim
                Cade
            295
            0.00%Scott
                Goodno
            589
            0.01%Dan
                Berry
            236
            0.00%Jennifer
                Relfe
            3,535
            0.04%Lisa
                Vicory
            943
            0.01%Ricky
                Luke
            55,120
            0.55%Alan
                Crancer
            55,125
            0.55%Troy
                Browning
            11,813
            0.12%Paul
                Latchford
            112,219
            1.12%John
                R. McCarty
            112,219
            1.12%Bobby
                Lloyd
            11,813
            0.12%Ashley
                Barlow
            5,906
            0.06%Penny
                Melvin
            11,813
            0.12%10,000,000
            100.00%









**EXHIBIT
      B**




**ESCROW
      AGREEMENT**




2




**EXHIBIT
      C**





**RELEASE
      AGREEMENT**




3




**EXHIBIT
      D**




**CLOSING
      BALANCE SHEET AND INCOME STATEMENT**




4




**EXHIBIT** **E**




**REGISTRATION
      RIGHTS AGREEMENT**









**EXHIBIT
      F**





**EMPLOYMENT
      AGREEMENT**