**EXECUTIVE
EMPLOYMENT AGREEMENT**
 
 This
Executive Employment Agreement (this “Agreement”) is made as of the 1st day of
December, 2004 by and among NeoReach, Inc., a Delaware corporation (the
“Company”), MobilePro Corp, a Delaware corporation, as guarantor of the
financial provisions of this contract (“Mobilepro”) and Bruce Sanguinetti, a
natural person, residing in the State of California (“Mr. Sanguinetti”).
 
 **WHEREAS** , the
Company wishes to employ Mr. Sanguinetti as its President and Chief Executive
Officer of the Company and Mr. Sanguinetti wishes to accept such
employment;
 
 **WHEREAS** , the
Company and Mr. Sanguinetti wish to set forth the terms of Mr. Sanguinetti’s
employment and certain additional agreements between Mr. Sanguinetti and the
Company.
 
 **NOW,
THEREFORE** , in
consideration of the foregoing recitals and the representations, covenants and
terms contained herein, the parties hereto agree as follows:
 
 **(1)**  **Employment
Period**
 
 The
Company will employ Mr. Sanguinetti, and Mr. Sanguinetti will serve the Company,
under the terms of this Agreement commencing January 1, 2005 (the “Commencement
Date”) for a term of twelve (12) months unless earlier terminated under Section
4 hereof. The period of time between the commencement and the termination of Mr.
Sanguinetti’s employment hereunder shall be referred to herein as the
“Employment Period.”
 
 **(2)**  **Duties
and Status**
 
 The
Company hereby engages Mr. Sanguinetti as its President and Chief Executive
Officer on the terms and conditions set forth in this Agreement. During the term
of the Employment Period, Mr. Sanguinetti shall report directly to the Chairman
of the Board of the Company and shall exercise such authority, perform such
executive functions and discharge such responsibilities as are reasonably
associated with Mr. Sanguinetti’s position, commensurate with the authority
vested in Mr. Sanguinetti pursuant to this Agreement and consistent with the
governing documents of the Company. Mr. Sanguinetti shall have responsibility
for building Neoreach’s business including development of its ZigBee
semiconductor chip, providing supervision for one or more California and Nevada
based internet service providers, assisting Mobilepro with its development of a
nationwide fixed wireless network and such other duties as are mutually agreed
upon between Mr. Sanguinetti, the Company and Mobilepro. It is the mutual
understanding of the Company and Mr. Sanguinetti that Mr. Sanguinetti will spend
a portion of his time operating out of his home office and a portion of his time
at one or more California and/or Nevada offices as they are established. Such
time allocation will be left to Mr. Sanguinetti’s reasonable business
judgment.
 
 **(3)**  **Compensation
and Benefits**
  (a)
    **Salary*.
      During the Employment Period the Company shall pay to Mr. Sanguinetti, as
      compensation for the performance of his duties and obligations under this
      Agreement, a base salary of Fifteen Thousand Dollars ($15,000) per month,
      payable semi-monthly, beginning January 15, 2005.*
  
 (b)
    *Insurance.*The
      Company shall reimburse Mr. Sanguinetti for all health insurance policies
      for himself and his family (not to exceed $1100 per month) until such time
      as Company establishes like type insurance coverage.
  (c)
    *Vacation*:
      The Company will provide Mr. Sanguinetti with three (3) weeks paid
      vacation per annum. The vacation time may be used at any point during the
      year, but Mr. Sanguinetti shall not be entitled to cash compensation if he
      fails to use the vacation.
  (d)
    *Bonus*.
      During the Employment Period, Mr. Sanguinetti shall be eligible for an
      annual bonus on terms and conditions to be mutually agreed upon by Mr.
      Sanguinetti and the Company by March 31, 2005.
      Such annual bonus will be targeted to achieve between_25% and 150% of Mr.
      Sanguinetti’s base salary, but could be higher depending on outstanding
      performance.
  (e)
    *Equity*.
      As partial consideration for entering into this Agreement, the Company
      hereby grants Mr. Sanguinetti warrants to acquire three million
      (3,000,000) shares of the Company’s common stock at an exercise price or
      $0.16 per share (the “Warrant”). The warrants shall vest ratably over the
      twelve (12) months of the Agreement, or immediately if Mr. Sanguinetti’s
      employment is terminated without cause or for good reason (as described in
      Section 4 hereof).
  (f)
    *Business
      Expenses*.
      During the Employment Period, Company shall promptly reimburse Mr.
      Sanguinetti for all appropriately documented and reasonable business and
      travel expenses incurred by Mr. Sanguinetti in the performance of his
      duties under this Agreement.
 
 **(4)**  **Termination
of Employment**
 
 *(a)*
    *Termination
      for Cause.*The Company may terminate Mr. Sanguinetti’s employment hereunder for Cause
      (defined below). For purposes of this Agreement and subject to Mr.
      Sanguinetti’s opportunity to cure as provided in Section 4(c) hereof, the
      Company shall have Cause to terminate Mr. Sanguinetti’s employment
      hereunder if such termination shall be the result
of:
 
 (i)
    a
      material******breach
      of fiduciary duty or material******breach
      of the terms of this Agreement or any other agreement between Mr.
      Sanguinetti and the Company (including without limitation any agreements
      regarding confidentiality, inventions assignment and non-competition),
      which, in the case of a material**breach
      of the terms of this Agreement or any other agreement, remains uncured for
      a period of thirty (30) days following receipt of written notice from the
      Board specifying the nature of such breach;
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 (ii)
    the
      commission by Mr. Sanguinetti of any act of embezzlement, fraud, larceny
      or theft on or from the Company;
  (iii)
    Substantial
      and continuing neglect or inattention by Mr. Sanguinetti of the duties of
      his employment or the willful misconduct or gross negligence of Mr.
      Sanguinetti in connection with the performance of such duties which
      remains uncured for a period of fifteen (15) calendar days following
      receipt of written notice from the Board specifying the nature of such
      breach;
  (iv)
    The
      commission by Mr. Sanguinetti of any crime involving moral turpitude or a
      felony; or
 
 (v)
    Mr.
      Sanguinetti’s performance or omission of any act which, in the judgment of
      the Board, if known to the customers, clients, stockholders or any
      regulators of the Company, would have a material and adverse impact on the
      business of the Company.
 
 *(b)*
    *Termination
      for Good Reason*.
      Mr. Sanguinetti shall have the right at any time to terminate his
      employment with the Company upon not less than thirty (30) days prior
      written notice of termination for Good Reason (defined below). For
      purposes of this Agreement and subject to the Company’s opportunity to
      cure as provided in Section 4(c) hereof, Mr. Sanguinetti shall have Good
      Reason to terminate his employment hereunder if such termination shall be
      the result of:
  (i)
    The
      breach by the Company of any material provision of this Agreement or any
      stock option or warrant agreement;
  (ii)
    A
      requirement by the Company that Mr. Sanguinetti perform any act or refrain
      from performing any act that would be in violation of any applicable law;
      or
  (iii)
    A
      material diminution of Mr. Sanguinetti’s responsibilities with the
      Company.
  *(c)*
    *Notice
      and Opportunity to Cure*.
      Notwithstanding the foregoing, it shall be a condition precedent to the
      Company’s right to terminate Mr. Sanguinetti’s employment for Cause and
      Mr. Sanguinetti’s right to terminate for Good Reason that (i) the party
      seeking termination shall first have given the other party written notice
      stating with specificity the reason for the termination (“breach”) and
      (ii) if such breach is susceptible of cure or remedy, a period of fifteen
      (15) days from and after the giving of such notice shall have elapsed
      without the breaching party having effectively cured or remedied such
      breach during such 15-day period, unless such breach cannot be cured or
      remedied within fifteen (15) days, in which case the period for remedy or
      cure shall be extended for a reasonable time (not to exceed an additional
      thirty (30) days) provided the breaching party has made and continues to
      make a diligent effort to effect such remedy or
cure.
 
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 *(d)*
    *Voluntary
      Termination*.
      At the election of Mr. Sanguinetti, upon not less than sixty (60) days
      prior written notice of termination other than for Good Reason, Mr.
      Sanguinetti may terminate his employment with the
  Company.
 
 *(e)*
    *Termination
      Upon Death or Permanent and Total Disability*.
      The Employment Period shall be terminated by the death of Mr. Sanguinetti.
      The Employment Period may be terminated by the Board of Directors of the
      Company if Mr. Sanguinetti shall be rendered incapable of performing his
      duties to the Company by reason of any medically determined physical or
      mental impairment that can be reasonably expected to result in death or
      that can be reasonably be expected to last for a period of either (i) six
      (6) or more consecutive months from the first date of Mr. Sanguinetti’s
      absence due to the disability or (ii) nine (9) months during any
      twelve-month period (a “Permanent and Total Disability”). If the
      Employment Period is terminated by reason of a Permanent and Total
      Disability of Mr. Sanguinetti, the Company shall give thirty (30) days’
      advance written notice to that effect to Mr.
  Sanguinetti.
 
 *(f)*
    *Termination
      Without Cause*.
      At the election of the Company, otherwise than for Cause, upon not less
      than sixty (60) days written notice of
termination.
 
 *(g)*
    *Termination
      for Business Failure*.
      Anything contained herein to the contrary notwithstanding, in the event
      the Company’s business is discontinued because continuation is rendered
      impracticable by substantial financial losses, lack of funding, legal
      decisions, administrative rulings, declaration of war, dissolution,
      national or local economic depression or crisis or any reasons beyond the
      control of the Company, then this Agreement shall terminate as of the day
      the Company determines to cease operation with the same force and effect
      as if such day of the month were originally set as the termination date
      hereof. In the event this Agreement is terminated pursuant to this Section
      4(g), the Executive will be entitled to severance pay per the terms of
      section(s) 5a and/or 5b.
 
 **(5)**  **Consequences
of Termination**
 (a)
          *Without
              Cause or for Good Reason*.
              In the event of a termination of Mr. Sanguinetti’s employment
              during the Employment Period by the Company other than for Cause
              pursuant to Section 4(f) or by Mr. Sanguinetti for Good Reason pursuant
              to Section 4(b) (*e.g.*,
              due to a Change of Control of the Company, where Change of Control
              means:(i) the acquisition (other than from the Company) in one or
              more transactions by any Person, as defined in this Section 5(a),
              of the beneficial ownership (within the meaning of Rule 13d-3 promulgated
              under the Securities Exchange Act of 1934, as amended) of 50% or
              more of (A) the then outstanding shares of the securities of
              the Company, or (B) the combined voting power of the then outstanding
              securities of the Company entitled to vote generally in the election
              of directors (the “Company Voting Stock”); (ii) the
              closing of a sale or other conveyance of all or substantially all
              of the assets of the Company; or (iii) the effective time of
              any merger, share exchange, consolidation, or other business combination
              of the Company if immediately after such transaction persons who
              hold a majority of the outstanding voting securities entitled to
              vote generally in the election of directors of the surviving entity
              (or the entity owning 100% of such surviving entity) are not persons
              who, immediately prior to such transaction, held the Company Voting
              Stock;provided,however,
              that a Change of Control shall not includea
              public offering of capital stock of the Company.For
              purposes of this Section 5(a), a “Person” means
              any individual, entity or group within the meaning of Section 13(d)(3)
              or 14(d)(2) of the Securities Exchange Act of 1934, as amended,
              other than: employee benefit plans sponsored or maintained by the
              Company and corporations controlled by the Company, the Company
              shall pay Mr. Sanguinetti (or his estate) and provide him with the
              following:
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 *(i)*
    *Lump-Sum
      Payment*. A
      lump-sum cash payment, payable thirty (30) days after Mr. Sanguinetti’s
      termination of employment, equal to the sum of the
    following:
  *1)*  *Salary* . The
equivalent of six months (the “Severance Period”) of Mr. Sanguinetti’s
then-current base salary; plus
  *2)*  *Earned
but Unpaid Amounts* . Any
previously earned but unpaid salary through Mr. Sanguinetti’s final date of
employment with the Company, and any previously earned but unpaid bonus amounts
prior to the date of Mr. Sanguinetti’s termination of employment.
 
 *3)*  *Equity* . Mr.
Sanguinetti shall retain all warrants vested at time of termination, but shall
be required to exercise them within twelve (12) months of termination. All
unvested warrants shall immediately vest and be retained by Mr. Sanguinetti, but
he shall be required to exercise them within twelve (12) months of termination.
 
 (b)
    *Other
      Benefits*.
      The Company shall provide continued coverage for the Severance Period
      under all health, life, disability and similar employee benefit plans and
      programs of the Company on the same basis as Mr. Sanguinetti was entitled
      to participate immediately prior to such termination, provided that Mr.
      Sanguinetti’s continued participation is possible under the general terms
      and provisions of such plans and programs. In the event that Mr.
      Sanguinetti’s participation in any such plan or program is barred, the
      Company shall use its commercially reasonable efforts to provide Mr.
      Sanguinetti with benefits substantially similar (including all tax
      effects) to those which Mr. Sanguinetti would otherwise have been entitled
      to receive under such plans and programs from which his continued
      participation is barred. In the event that Mr. Sanguinetti is covered
      under substitute benefit plans of another employer prior to the expiration
      of the Severance Period, the Company will no longer be obligated to
      continue the coverage’s provided for in this Section
  5(b).
 
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 (c)
    *Other
      Termination of Employment*.
      In the event that Mr. Sanguinetti’s employment with the Company is
      terminated during the Employment Period by the Company for Cause (as
      provided for in Section 4(a) hereof) or by Mr. Sanguinetti other than for
      Good Reason (as provided for in Section 4(b) hereof), the Company shall
      pay or grant Mr. Sanguinetti any earned but unpaid salary, bonus, and
      warrants through Mr. Sanguinetti’s final date of employment with the
      Company, and the Company shall have no further obligations to Mr.
      Sanguinetti.
 
 (d)
    *Withholding
      of Taxes*.
      All payments required to be made by the Company to Mr. Sanguinetti under
      this Agreement shall be subject only to the withholding of such amounts,
      if any, relating to tax, excise tax and other payroll deductions as may be
      required by law or regulation.
 
 (e)
    *No
      Other Obligations*.
      The benefits payable to Mr. Sanguinetti under this Agreement are not in
      lieu of any benefits payable under any employee benefit plan, program or
      arrangement of the Company, except as specifically provided herein, and
      Mr. Sanguinetti will receive such benefits or payments, if any, as he may
      be entitled to receive pursuant to the terms of such plans, programs and
      arrangements. Except for the obligations of the Company provided by the
      foregoing and this Section 5, the Company shall have no further
      obligations to Mr. Sanguinetti upon his termination of
      employment.
 
 (f)
    *No
      Mitigation or Offset*.
      Mr. Sanguinetti shall have no obligation to mitigate the damages provided
      by this Section 5 by seeking substitute employment or otherwise and there
      shall be no offset of the payments or benefits set forth in this Section 5
      except as provided in Section 5(a)(ii).
 
 **(6)**  **Governing
Law**
 
 This
Agreement and the rights and obligations of the parties hereto shall be
construed in accordance with the laws of the State of California, without giving
effect to the principles of conflict of laws.
 
 **(7)**  **Indemnity
and Insurance**
 
 The
Company shall indemnify and save harmless Mr. Sanguinetti for any liability
incurred by reason of any act or omission performed by Mr. Sanguinetti while
acting in good faith on behalf of the Company and within the scope of the
authority of Mr. Sanguinetti pursuant to this Agreement and to the fullest
extent provided under the Bylaws, the Certificate of Incorporation and the
General Corporation Law of the State of Delaware, except that Mr. Sanguinetti
must have in good faith believed that such action was in, or not opposed to, the
best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such conduct was
unlawful
 
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 The
Company shall provide that Mr. Sanguinetti is covered by any Directors and
Officers insurance that the Company provides to other senior executives and/or
board members.
 
 **(8)**  **Non-Disparagement**
 
 At all
times during the Employment Period and for a period of five (5) years thereafter
(regardless of how Mr. Sanguinetti’s employment was terminated), Mr. Sanguinetti
shall not, directly or indirectly, make (or cause to be made) to any person any
disparaging, derogatory or other negative or false statement about the Company
(including its products, services, policies, practices, operations, employees,
sales representatives, agents, officers, members, managers, partners or
directors). Likewise the Company shall not, directly or indirectly, make (or
cause to be made) to any person any disparaging, derogatory or other negative or
false statement about Mr. Sanguinetti.
 
 **(9)**  **Cooperation
with the Company After Termination of Employment**
 
 Following
termination of Mr. Sanguinetti’s employment for any reason, Mr. Sanguinetti
shall reasonably cooperate with the Company in all matters relating to the
winding up of Mr. Sanguinetti’s pending work on behalf of the Company including,
but not limited to, any litigation in which the Company is involved, and the
orderly transfer of any such pending work to other employees of the Company as
may be designated by the Company. Following any notice of termination of
employment by either the Company or Mr. Sanguinetti, the Company shall be
entitled to such full time or part time services of Mr. Sanguinetti as the
Company may reasonably require during all or any part of the sixty (60)-day
period following any notice of termination, provided that Mr. Sanguinetti shall
be compensated for such services at the same rate as in effect immediately
before the notice of termination.
 
 **(10)**  **Lock-up
Period and Volume Limitation.**
 
 Mr.
Sanguinetti agrees that he will not sell or otherwise transfer or dispose of any
shares of the Company’s common stock that he owns or is entitled to receive
following the exercise of any Warrants or convertible securities that he may
receive following the Commencement Date until January 1, 2006.
 
 **(11)**  **Notice**
 
 All
notices, requests and other communications pursuant to this Agreement shall be
sent by overnight mail to the following addresses:
 
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 If to Mr.
Sanguinetti:
 Bruce
Sanguinetti
 802
Morning Sun Drive
 Encinitas,
CA 92024
 
 If to the
Company:
 
 NeoReach,
Inc.
 Attn: Jay
O. Wright, Chairman
 6701
Democracy Blvd.
 Suite
300
 Rockville,
Maryland 20817
 
 **(12)**  **Waiver
of Breach**
 
 Any
waiver of any breach of this Agreement shall not be construed to be a continuing
waiver or consent to any subsequent breach on the part of either Mr. Sanguinetti
or of the Company.
 
 **(13)**  **Non-Assignment
/ Successors**
 
 Neither
party hereto may assign his or its rights or delegate his or its duties under
this Agreement without the prior written consent of the other party; provided,
however, that (i) this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the Company upon any sale or all or
substantially all of the Company’s assets, or upon any merger, consolidation or
reorganization of the Company with or into any other corporation, all as though
such successors and assigns of the Company and their respective successors and
assigns were the Company; and (ii) this Agreement shall inure to the benefit of
and be binding upon the heirs, assigns or designees of Mr. Sanguinetti to the
extent of any payments due to them hereunder. As used in this Agreement, the
term “Company” shall be deemed to refer to any such successor or assign of the
Company referred to in the preceding sentence.
 
 **(14)**  **Severability**
 
 To the
extent any provision of this Agreement or portion thereof shall be invalid or
unenforceable, it shall be considered deleted there from and the remainder of
such provision and of this Agreement shall be unaffected and shall continue in
full force and effect.
 
 **(15)**  **Counterparts**
 
 This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.
 **(16)**  **Arbitration**
 Before
invoking the arbitration procedures set forth below, the parties shall
participate in good faith in mediation of any dispute arising out of this
agreement, through the American Arbitration Association, in the State of
California. The cost of mediation shall be borne by the parties equally. In the
event that there is any controversy which cannot be resolved through reasonable
negotiation and/or mediation, Mr. Sanguinetti and the Company shall submit to
mandatory and exclusive binding arbitration, any controversy or claim arising
out of, or relating to, this Agreement or any breach hereof, provided, however,
that the parties retain their right to, and shall not be prohibited, limited or
in any other way restricted from, seeking or obtaining equitable relief from a
court having jurisdiction over the parties. Such arbitration shall be governed
by the Federal Arbitration Act and conducted through the American Arbitration
Association (“AAA”) in the state of California, before a single neutral
arbitrator, in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association in effect at that
time. 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 the essential findings and conclusions on which the decision is
based. Mediation shall be governed by, and conducted through, the AAA. Judgment
upon the determination or award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. The Company shall pay all arbitrator’s fees,
filing fees, and administrative fees in connection with any such arbitration.
The arbitrator may award the prevailing party his/its reasonable attorneys fees
in an amount as the arbitrator deems proper.
 
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 **(17)**  **Entire
Agreement**
 
 This
Agreement and all schedules and other attachments hereto constitute the entire
agreement by the Company and Mr. Sanguinetti with respect to the subject matter
hereof and, except as specifically provided herein, supersedes any and all prior
agreements or understandings between Mr. Sanguinetti and the Company with
respect to the subject matter hereof, whether written or oral (including that
certain consulting arrangement between Mr. Sanguinetti and the Company). This
Agreement may be amended or modified only by a written instrument executed by
Mr. Sanguinetti and the Company.
 
 **IN
WITNESS WHEREOF** , the
parties have executed this Agreement as of December 1, 2005.
 
 
 BRUCE
      SANGUINETTI
    NEOREACH,
      INC.By:
      _______________________
    By:
      ______________________Bruce
      Sanguinetti
    Jay
      O. Wright, Chairman
 
 MOBILEPRO
CORP.
 
 (guaranteeing
the financial provisions of this contract)
 
 
 By:_______________________________
 Jay O.
Wright, Chairman and CEO
 
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