**ASSIGNMENT
      OF LIMITED LIABILITY COMPANY INTEREST/RELEASE**




WHEREAS,
      Mobilepro Corp., a Delaware corporation (“Mobilepro Corp.” or “Assignee”),
      desires to purchase the remaining interest in Kite Broadband, LLC, a Mississippi
      limited liability company (“Kite Broadband”) that it does not currently own for
      an aggregate of 76,500,000 fully paid and nonassessable shares of restricted
      Mobilepro Common Stock subject to adjustment as follows (the “Total Acquisition
      Consideration”):




(a)  Adjustments
      in Total Acquisition Consideration at Closing .




(i)
            If
                the Kite Broadband closing balance sheet dated January 31, 2006 shows
                positive Working Capital (as defined below), then an additional share
                of
                Mobilepro Corp. common stock will be added for each $0.174 of forty-nine
                percent (49%) of the Working Capital;
                or




(ii)
            If
                the Kite Broadband January 31, 2006 closing balance sheet shows a
                Working
                Capital deficit, then there will be subtracted one share of Mobilepro
                common stock for each $0.174 of forty-nine percent (49%) of the Working
                Capital deficit.




(b)  Adjustments
      in Total Acquisition Consideration After Closing .




(i)
            If
                the Reviewed Financial Statements for the period ending January 31,
                2006
                (as defined herein) reveals Working Capital less than the Working
                Capital
                revealed on the Closing Balance Sheet, the Total Acquisition Consideration
                shall be reduced by one share for each $0.174 of 49% of the reduction
                in
                Working Capital revealed on the Reviewed Financial
                Statements.




(ii)
            If
                the Reviewed Financial Statements for the period ending January 31,
                2006
                revealsWorking
                Capital more than theWorking
                Capital revealed on the Closing Balance Sheet, the Total Acquisition
                Consideration shall be further increased by one share for each $0.174
                of
                49% of the additional Working Capital on the Reviewed Financial
                Statements.




“Working
        Capital” shall mean the difference between (x) the sum of Kite Broadband’s cash,
        inventory used in the installation and delivery of wireless internet access, 100%
        of
        accounts receivables of 30 days or
        less ,
        75% of
        accounts receivable of 45 days or less, and
        prepaid expenses and (y) all of Kite Broadband’s liabilities, including any
        deferred revenues of Kite Broadband, all determined in accordance with the
        United States generally accepted accounting principles on a consistent basis
        (“GAAP”).









WHEREAS,
      each Kite Broadband member as of the Closing who executes in favor of Mobilepro
      Corp. an assignment of limited liability company interest/release (“assignment
      and release”) (each a “Selling Member”) shall be entitled to its pro rata share
      of the Total Acquisition Consideration at Closing (as defined herein) as set
      forth in Exhibit “A”; provided that any adjustment for positive Working Capital
      shall be withheld and shall not be paid until such time as the final adjustment
      for Working Capital has been determined following the completion of the Reviewed
      Financial Statements (the “Holdback”).




WHEREAS,
      as a result of the proposed purchase by Mobilepro Corp., the Management and
      Employee Incentives as set forth in Section 3.05 of the Kite Broadband Operating
      Agreement will be triggered.




WHEREAS,
      upon satisfaction of the conditions precedent as provided in Section 3 hereof
      to
      Mobilepro Corp.’s obligations to accept and close the purchase of the Kite
      Broadband limited liability company units of the undersigned and the other
      Selling Members, immediately prior to the purchase by Mobilepro Corp., Kite
      Networks, Inc. and certain management members will be issued limited liability
      company units of Kite Broadband such that after the issuance of such units,
      the
      total issued and outstanding limited liability company units of Kite Broadband
      to be purchased by Mobilepro Corp. will be held of record as set forth in
      Exhibit “A” hereto.




WHEREAS, ** the
      undersigned and Mobilepro Corp. hereby acknowledges and agrees that the exchange
      described in Section 1 below is part of and being made pursuant to a plan of
      reorganization whereby (i) Kite Broadband will elect for federal income tax
      purposes to be treated as a corporation for its taxable year in which the
      exchange occurs, with its outstanding limited liability company units thus
      being
      treated as stock, and (ii) the Kite Broadband limited liability units owned
      by
      the Selling Members are exchanged for Mobilepro Corp. restricted common stock
      in
      a transaction intended to qualify as a reorganization within the meaning of
      Internal Revenue Code section 368(a)(1)(B), as amended.




NOW,
      THEREFORE, the undersigned agrees as follows in this assignment and release
      (the
“assignment and release”):




Section
      1.  **Assignment** .
      Upon
      acceptance of this assignment and release by Mobilepro Corp., by its execution
      hereof after satisfaction of the conditions precedent as set forth in Section
      3
      hereof, the undersigned, in exchange for the undersigned’s pro-rata share of the
      Total Acquisition Consideration in accordance with Exhibit “A” hereto does
      hereby assign, sell, transfer, convey, and set over to Mobilepro Corp. the
      number of limited liability company units of Kite Broadband, LLC as designated
      for the undersigned on Exhibit “A” hereto, standing in the name of the
      undersigned on the books of Kite Broadband and the undersigned does hereby
      constitute and appoint Geoffrey B. Amend, Esq. as attorney-in-fact to transfer
      such units on the books of Kite Broadband with full power of substitution in
      the
      premises. Effective upon the Closing (as defined herein), the Assignee shall
      thereafter be entitled to receive in connection with the assigned limited
      liability company units the share of the profits or other compensation by way
      of
      income to which the undersigned would otherwise be entitled, and to the return
      of the undersigned’s contribution to the capital of Kite Broadband. In
      connection with said assignment the undersigned does hereby waive any rights
      it
      has under Article XI of Kite Broadband’s Operating Agreement.




2




Effective
      upon the Closing (as defined herein) and receipt by the undersigned of its
      pro-rata share of the Total Acquisition Consideration, the undersigned hereby
      remises, releases and forever discharges Kite Broadband, Kite Broadband’s
      successors, assigns, directors, officers, members, managers, agents, employees,
      and administrators of and from all actions, causes of action, suits,
      proceedings, debts due, contracts, judgments, damages, claims and demands
      whatsoever at law or in equity which the undersigned may now have or may
      hereafter have for or by reason relating to its ownership in or employment
      by
      Kite Broadband at or prior to the Closing Date, but specifically excluding
      any
      rights it may have under this assignment and release all of which are retained.




Section
      2.  **Waiver** .
      Effective on the Closing Date (as defined herein), the undersigned does hereby
      grant to Kite Broadband and Mobilepro Corp. the following acknowledgment and
      waiver in partial consideration for and as a condition of Mobilepro Corp.,
      executing this Assignment and Release and acquiring the remaining Kite Broadband
      limited liability units not owned by Mobilepro from the Selling
      Members.




The
      undersigned acknowledges that the number of limited liability company units
      of
      Kite Broadband (other than those owned by Mobilepro Corp.) after the issuance
      of
      the limited liability company units of Kite Broadband pursuant to Section 3.05
      of the Kite Broadband Operating Agreement and immediately preceding the
      acquisition by Mobilepro Corp. shall be as set forth on Exhibit “A” hereto. The
      undersigned, if he/she/it acquired any of its limited liability company units
      in
      Kite Broadband pursuant to Section 3.05 further acknowledges and understands
      that he/she/it has rights pursuant to Section 3.05 and Article XI of Kite’s
      Operating Agreement and by execution hereof, the undersigned hereby
      unconditionally and irrevocably waives any and all rights he/she/it now has
      or
      would acquire pursuant to Section 3.05 and Article XI of Kite Broadband’s
      Operating Agreement.




Section
      3.  **Conditions
      Precedent** .
      Mobilepro Corp. shall be obligated to accept and execute this assignment, to
      deliver the Registration Rights Agreement as set forth in Exhibit “B” and to pay
      the pro-rata share of the Total Merger Consideration as provided herein to
      the
      undersigned upon the satisfaction or waiver (except that in no event may
      subparagraph (b) below be waived) no later than January
      31, 2006 ( or such later date as Mobilepro Corp. in its sole discretion shall
      determine) of the
      following conditions:




(a)  Mobilepro
      Corp. shall have received a closing balance sheet and income statement dated
      as
      of January 31, 2006 for Kite Broadband.




(b)  Mobilepro
      Corp. shall have received duly executed and acknowledged assignment and releases
      from  such
      number of members
      of the
      Kite
      Broadband holders of limited liability company units as set forth in Exhibit
      “A”, that when combined with Mobilepro Corp.’s limited
      liability company units shall give Mobilepro Corp. from
      and
      after Closing more that 95% of
      the total combined issued and outstanding limited liability company membership
      units of Kite Broadband.




3




(c)  The
      shareholders of Kite Networks, Inc. shall have approved the Agreement and Plan
      of Merger with Mobilepro Corp. and Kite Acquisition Corp. and Kite Networks,
      Inc. and the parties must be ready to consummate the merger immediately
      following the Closing.




(d)  The
      board
      of directors of Mobilepro Corp. shall have approved the transactions
      contemplated herein.




Mobilepro
        Corp. shall execute this assignment and deliver the portion of the Total
        Acquisition Consideration (less the Holdback) to be paid to the undersigned
        by
        Mobilepro Corp. within one business day after the conditions set forth above
        are
        satisfied (such date referred to herein as the “Closing” or “Closing Date”) and
        to deliver the portion to which the undersigned is entitled, if any, of the
        Holdback within five (5) business days of the date that the final Working
        Capital adjustment is made as set forth hereinabove based on the final Reviewed
        Financial Statement, which shall in no event be later than July 31,
        2006.




Section
      4.  **Registration
      Rights Agreement** .
      By
      execution hereof, the undersigned does hereby agree to the terms and conditions
      of the Registration Rights Agreement as if a party thereto and agrees to be
      bound thereby from and after the Closing. Mobilepro Corp., by execution hereof,
      does hereby agree to execute the Registration Rights Agreement in the form
      attached as Exhibit “B” as of the Closing.




Section
      5.  **Reviewed
      Financial Statements** .




(a)  At
      the
      sole cost and expense of Mobilepro Corp., promptly after the Closing Date,
      the
      certified public accountant of Mobilepro Corp. shall be provided with access
      to
      the books and records and financial information of Kite Broadband and shall
      review the balance sheet and statement of income and cash flows for the period
      ending January 31, 2006 (the “Reviewed Financial Statements”) by May 15, 2006.
      The Reviewed Financial Statements shall (a) be prepared based on the books
      and
      records of Kite Broadband, (b) fairly present the financial condition of Kite
      Broadband at the date therein indicated and the results of operation for the
      period therein specified and (c) be prepared in accordance with
      GAAP.




(b)  In
      the
      event that Jerry Sullivan as representative for the Selling Members of Kite
      Broadband (“Unitholder Representative”) disagrees with the accuracy of the
      Reviewed Financial Statements, the Unitholder Representative shall deliver
      a
      written notice of disagreement (“ ***Dispute
      Notice*** ”)
      within
      fifteen (15) business days of its receipt of the Reviewed Financial Statements
      (the “ ***Review
      Period*** ”)
      setting forth in reasonable detail the basis for such dispute. If the Unitholder
      Representative does not deliver a Dispute Notice within the Review Period,
      then
      the Reviewed Financial Statement shall be final and binding on the parties,
      effective as of the first business day following the Closing Date. In the event
      the Unitholder Representative delivers to Mobilepro Corp. a Dispute Notice
      in a
      timely manner, then Mobilepro Corp. and the Unitholder Representative shall
      attempt in good faith to resolve such dispute within ten business (10) days
      from
      the date of the Dispute Notice. If Mobilepro Corp. and the Unitholder
      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.
      The
      undersigned does hereby appoint Jerry Sullivan as its Unitholder Representative
      to represent it in all matters related to the resolution of any dispute related
      to the Reviewed Financial Statements.




4




Section
      6.  **Execution
      in Counterparts** .
      This
      assignment may be executed in any number of counterparts, and by each of the
      parties on separate counterparts, each of which, when so executed, shall be
      deemed an original, but all of which together shall be considered one and the
      same agreement and shall become effective when one or more counterparts have
      been signed by each of the parties and delivered to the other parties. Delivery
      of an executed counterpart of this assignment by telefacsimile shall be equally
      as effective as delivery of an original executed counterpart of this
      assignment.






[Remainder
      of page left blank intentionally]




5


In
      witness whereof, the undersigned has executed this assignment and release having
      full power and authority so to do on the day and year as set forth below to
      be
      effective as of the Closing Date.




Dated
      as
      of January ____, 2006.





[Print
                    name of member as it appears on Exhibit "A"][signature
                      of member]
 STATE
                      OF
                  
                  )
 )ss:
 COUNTY
                        OF
                    
                    )




The
      foregoing instrument was acknowledged before me this ____ day of January 2006,
      by _______________________.




Notary
                  Public




My
      appointment expires:











**AGREED
      TO AND ACCEPTED:**




MOBILEPRO
      CORP.




By:




Title:




Date:
      January ____, 2006




6




**EXHIBIT
      “A”**







**Kite
      Broadband Unit Holder List (other than Mobilepro Corp.)**


**immediately
      prior to the Closing Date**







Unit
                  Holder Name
              
              Number
                  of Units
              
              Percentage
                  of Total Merger ConsiderationEntitled to at Closing











**EXHIBIT
      “B”**




**Registration
      Rights Agreement**