EXHIBIT 10.9

                         EXECUTIVE EMPLOYMENT AGREEMENT

      This Amended and Restated Executive Employment Agreement (this
"Agreement") is made as of October 14, 2004 by and between Mobilepro Corp., a
Delaware corporation (the "Company"), and Kevin Kuykendall ("Executive").

      WHEREAS, the Company and the Executive are parties to that certain
Executive Employment Agreement dated as of June 10, 2004 ("Original Agreement")
which states the terms and conditions of the Executive's employment as Group
President of Telco Operations; and

      WHEREAS, the Company and Executive wish to amend the Original Agreement to
clarify that the options granted to the Executive were intended to be warrants
to purchase common stock.

      NOW, THEREFORE, in consideration of the foregoing recitals and the
representations, covenants and terms, the parties hereto hereby agree to amend
and restate the Original Agreement in its entirety as follows:

      1.    EMPLOYMENT PERIOD

            The Company will employ Mr. Kuykendall, and Mr. Kuykendall will
serve the Company, under the terms of this Agreement commencing June 10, 2004
(the "Commencement Date") for a term of twenty-four (24) months unless earlier
terminated under Section 4 hereof. The period of time between the commencement
and the termination of Mr. Kuykendall's employment hereunder shall be referred
to herein as the "Employment Period."

      2.    DUTIES AND STATUS

            The Company hereby engages Mr. Kuykendall as its Group President of
Telco Operations on the terms and conditions set forth in this Agreement. During
the term of the Employment Period, Mr. Kuykendall shall report directly to the
Chief Executive Officer of the Company and shall exercise such authority,
perform such executive functions and discharge such responsibilities as are
reasonably associated with Mr. Kuykendall's position, commensurate with the
authority vested in Mr. Kuykendall pursuant to this Agreement and consistent
with the governing documents of the Company. These duties include, but are not
limited to: (i) execution of the telco strategy, business plan and financial
projections as developed and agreed to by the Company; (ii) assume
responsibility for all the financial, accounting and related aspects of the
telco division; (ii) managing the day to day operations and integration of the
telco companies which the Company or its affiliates acquires; (iii) assisting
the CEO in seeking and closing acquisitions for the Company to grow the
Company's revenues and earnings per share; (iv) identifying and recruiting
additional personnel to build the Company, especially in the telco area; and (v)
handling such other leadership, administrative and

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managerial roles as is customary and appropriate for a company's Group President
of Telco Operations. For purposes of this Agreement, "Telco Operations" shall
refer specifically to voice services including long distance and local. Mr.
Kuykendall understands that Jack Beech is in charge of ISP Operations and that
there is currently a vacancy for Web Hosting Operations. To the extent that
technology such as VOIP creates convergence between ISP Operations and Telco
Operations, Mr. Kuykendall will work with the Company's CEO and Mr. Beech to
best implement a VOIP strategy.

      3.    COMPENSATION AND BENEFITS

            (a)   Salary. During the Employment Period, the Company shall pay to
                  Mr. Kuykendall, 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. In addition, beginning October 1, 2003, the
                  Company shall reimburse Mr. Kuykendall for all health, dental,
                  vision, life, AD&D, and disability insurance policies (not to
                  exceed $2,000 per month) until such time as Company
                  establishes such insurance coverages.

            (b)   Vacation: The Company will provide Mr. Kuykendall with four
                  (4) weeks paid vacation per annum.

            (c)   Bonus. During the Employment Period, Mr. Kuykendall shall be
                  entitled to a bonus of up to three times (3x) his annual
                  salary.

                  The bonus will be based upon two metrics:

                        (i)   1.0% of acquired Telco companies' LTM revenues
                              plus

                        (ii)  Five percent (5%) of the EBITDA achieved by the
                              Telco Operations of the Company; plus

                        (iii) One-half percent (.5%) of LTM revenues for any
                              other acquisitions which Mr. Kuykendall originates
                              and which the Company closes.

                  For the Astra, US1, and AFN proposed transactions, in lieu of
                  one percent (1%) (or one-half percent (.5%) for Astra) of LTM
                  revenues, Mr. Kuykendall shall receive a bonus based on a
                  standard Lehman Formula (i.e., 5% of the first $1 million, 4%
                  of the second $1 million, 3% of the third $1 million, 2% of
                  the fourth $1 million and 1% thereafter of purchase price) for
                  each of the three acquisition opportunities which the Company
                  accepts and finalizes. An acquisition shall be deemed "made"
                  if a definitive agreement is executed during the Employment
                  Period and the transaction closes during the Employment Period
                  or within twelve (12) months thereafter.

                  The acquisition bonus will be paid with the next regular
                  paycheck after an acquisition closes while the EBITDA bonus
                  will be paid seventy-five percent (75%) no later than
                  forty-five (45) days after


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                  the close of the quarter (based on unaudited numbers) and the
                  remaining twenty-five percent (25%) within ninety (90) days
                  after the fiscal year end (based on audited numbers).

                  The bonus will be capped at three hundred percent (300%) of
                  base salary (thus, initially $540,000 per annum). The 3x cap
                  shall be lifted if the Company achieves $5 million in Telco
                  EBITDA on a "run-rate" basis by March 31, 2005. The Company
                  and Mr. Kuykendall herein agree to negotiate in good faith on
                  additional compensation if warranted by extraordinary
                  performance by Mr. Kuykendall. Terms and conditions of the
                  additional compensation, if any, will be negotiated on a
                  case-by-case basis.

            (d)   Equity. As partial consideration for entering into this
                  Agreement, the Company hereby grants Mr. Kuykendall a warrant
                  to acquire three million (3,000,000) shares of the Company's
                  common stock at an exercise price or $0.20 per share (the
                  "Warrant"). The Warrant shall vest ratably over the remaining
                  twenty-four (24) months of the Agreement, or immediately if
                  Mr. Kuykendall's employment is terminated without cause or for
                  good reason (as described in Section 4 hereof) or due to a
                  change in control, sale of a majority of the common stock or
                  substantially all of the assets of the Company or merger of
                  the Company into or with another company (unless such company
                  is less than ninety percent (90%) of the size (measured by
                  market value) of the Company) or reverse merger with another
                  company. A warrant to purchase an additional three million
                  (3,000,000) shares of common stock will be granted and shall
                  vest on the following schedule: Seventy-five (75) warrants
                  shall vest per $1,000 in acquired LTM Telco Operation revenue
                  or Astra LTM revenue and thirty-seven and one-half (37.5)
                  warrants shall vest per $1,000 in LTM revenue for Mr.
                  Kuykendall sourced acquisitions which are not Telco Operation
                  revenue or Astra LTM revenue.

                  All six million (6,000,000) warrants to purchase shares of
                  common stock issued pursuant to this section 3(d) will have an
                  exercise price of $0.20 and the shares underlying such
                  warrants shall have "piggy-back" registration rights with the
                  Company's next SB-2 or equivalent registration statement, but
                  shall not otherwise be registered.

                  Additional warrants or options may be granted at the
                  discretion of the Chief Executive Officer.

            (e)   Business Expenses. During the Employment Period, the Company
                  shall promptly reimburse Mr. Kuykendall for all appropriately
                  documented, reasonable business and travel expenses incurred
                  by


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<PAGE>

                  Mr. Kuykendall in the performance of his duties under this
                  Agreement.

            (f)   Office. During the Employment Period, the Company shall
                  provide an office at a place mutually agreeable to Mr.
                  Kuykendall and the Company and, to the extent that the
                  Company's budget allows, secretarial assistance to Mr.
                  Kuykendall suitable to Mr. Kuykendall's position as the
                  Company's Group President. Mr. Kuykendall agrees that the
                  Company's existing offices at 6701 Democracy Boulevard,
                  Bethesda, Maryland 20817 are sufficient to satisfy this
                  covenant.

                  The Company agrees to reimburse Mr. Kuykendall for expenses
                  incurred to establish and maintain a home office including
                  phone, fax, Internet, cellular, and other related expenses not
                  to exceed $500 per month.

                  If the Company requires Mr. Kuykendall to relocate from
                  Maryland to any other state for the purpose of serving as
                  Group President or any other like position, the Company agrees
                  to provide a full relocation package commensurate with
                  industry standards for this level of position.

      (4)   TERMINATION OF EMPLOYMENT

            (a)   Termination for Cause. The Company may terminate Mr.
                  Kuykendall's employment hereunder for Cause (defined below).
                  For purposes of this Agreement and subject to Mr. Kuykendall's
                  opportunity to cure as provided in Section 4(c) hereof, the
                  Company shall have Cause to terminate Mr. Kuykendall'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.
                  Kuykendall 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;

                  (ii) the commission by Mr. Kuykendall of any act of
                  embezzlement, fraud, larceny or theft on or from the Company;

                  (iii) Substantial and continuing neglect or inattention by Mr.
                  Kuykendall of the duties of his employment or the willful
                  misconduct or gross negligence of Mr. Kuykendall in connection


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                  with the performance of such duties which remains uncured for
                  a period of thirty (30) days following receipt of written
                  notice from the Board specifying the nature of such breach;

                  (iv) The commission by Mr. Kuykendall of any crime involving
                  moral turpitude or a felony;

                  (v) Mr. Kuykendall'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; and

                  (vi) In the event that Telco Operations deals, plus Astra or
                  other deals sourced by Mr. Kuykendall, with at least $1
                  million in Run-Rate EBITDA (in the reasonable judgment of the
                  Company's CEO) have not closed by December 31, 2004.

            (b)   Termination for Good Reason. Mr. Kuykendall 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. Kuykendall 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

                  (ii)  A requirement by the Company that Mr. Kuykendall perform
                        any act or refrain from performing any act that would be
                        in violation of any applicable law.

            (c)   Notice and Opportunity to Cure. Notwithstanding the foregoing,
                  it shall be a condition precedent to the Company's right to
                  terminate Mr. Kuykendall's employment for Cause and Mr.
                  Kuykendall'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)


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<PAGE>

                  provided the breaching party has made and continues to make a
                  diligent effort to effect such remedy or cure.

            (d)   Voluntary Termination. At the election of Mr. Kuykendall, upon
                  not less than sixty (60) days prior written notice of
                  termination other than for Good Reason.

            (e)   Termination Upon Death or Permanent and Total Disability. The
                  Employment Period shall be terminated by the death of Mr.
                  Kuykendall. The Employment Period may be terminated by the
                  Board of Directors of the Company if Mr. Kuykendall 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. Kuykendall'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.
                  Kuykendall, the Company shall give thirty (30) days' advance
                  written notice to that effect to Mr. Kuykendall.

            (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.

      (5)   CONSEQUENCES OF TERMINATION

            (a)   Without Cause or for Good Reason. In the event of a
                  termination of Mr. Kuykendall's employment during the
                  Employment Period by the Company other than for Cause pursuant
                  to Section 4(f) or by Mr. Kuykendall for Good Reason pursuant
                  to Section 4(b) (e.g., due to a Change of Control of the
                  Company, where Change of


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<PAGE>

                  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
                  include a 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. Kuykendall (or his estate)
                  and provide him with the following:

                        a. Lump-Sum Payment. A lump-sum cash payment, payable
                  ten (10) days after Mr. Kuykendall's termination of
                  employment, equal to the sum of the following:

                        i.    Salary. The equivalent of the remaining months on
                              the Employment Agreement or twelve (12) months
                              (the "Severance Period") of Mr. Kuykendall's
                              then-current base salary, whichever is greater;
                              plus

                        ii.   Earned but Unpaid Amounts. Any previously earned
                              but unpaid salary through Mr. Kuykendall's final
                              date of employment with the Company, and any
                              previously earned but unpaid bonus amounts prior
                              to the date of Mr. Kuykendall's termination of
                              employment.

                        iii.  Equity. Mr. Kuykendall shall retain all Warrant
                              Shares vested at time of termination. All unvested
                              Warrant Shares shall immediately vest


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<PAGE>

                              and be retained by Mr. Kuykendall. Mr. Kuykendall
                              shall have the benefit of the full ten (10)-year
                              warrant period to exercise such Warrant Shares.

                        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. Kuykendall was entitled
                  to participate immediately prior to such termination, provided
                  that Mr. Kuykendall's continued participation is possible
                  under the general terms and provisions of such plans and
                  programs. In the event that Mr. Kuykendall's participation in
                  any such plan or program is barred, the Company shall use its
                  commercially reasonable efforts to provide Mr. Kuykendall with
                  benefits substantially similar (including all tax effects) to
                  those which Mr. Kuykendall would otherwise have been entitled
                  to receive under such plans and programs from which his
                  continued participation is barred. In the event that Mr.
                  Kuykendall 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(a)(ii).

            (b)   Other Termination of Employment. In the event that Mr.
                  Kuykendall'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. Kuykendall other than
                  for Good Reason (as provided for in Section 4(b) hereof), the
                  Company shall pay or grant Mr. Kuykendall any earned but
                  unpaid salary, bonus, and Warrant Shares through Mr.
                  Kuykendall's final date of employment with the Company, and
                  the Company shall have no further obligations to Mr.
                  Kuykendall.

            (c)   Withholding of Taxes. All payments required to be made by the
                  Company to Mr. Kuykendall 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.

            (d)   No Other Obligations. The benefits payable to Mr. Kuykendall
                  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.
                  Kuykendall will receive such benefits or payments, if any, as
                  he


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<PAGE>

                  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.
                  Kuykendall upon his termination of employment.

            (e)   No Mitigation or Offset. Mr. Kuykendall 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 Maryland, without
giving effect to the principles of conflict of laws.

      (7)   INDEMNITY AND INSURANCE

            The Company shall indemnify and save harmless Mr. Kuykendall for any
liability incurred by reason of any act or omission performed by Mr. Kuykendall
while acting in good faith on behalf of the Company and within the scope of the
authority of Mr. Kuykendall 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. Kuykendall 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

            The Company shall provide that Mr. Kuykendall 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. Kuykendall's employment was
terminated), Mr. Kuykendall 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).



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<PAGE>


      (9)   COOPERATION WITH THE COMPANY AFTER TERMINATION OF EMPLOYMENT

            Following termination of Mr. Kuykendall's employment for any reason,
Mr. Kuykendall shall fully cooperate with the Company in all matters relating to
the winding up of Mr. Kuykendall'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. Kuykendall, the Company shall be
entitled to such full time or part time services of Mr. Kuykendall 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. Kuykendall 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. Kuykendall 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 Warrant Shares or convertible
securities that he may receive following the Commencement Date until December 1,
2004. Mr. Kuykendall also agrees that he will not sell or otherwise transfer or
dispose of more than one million (1,000,000) shares of the Company's common
stock during any calendar quarter thereafter during the Employment Period.

      (11)  NOTICE

            All notices, requests and other communications pursuant to this
Agreement shall be sent by overnight mail to the following addresses:

       If to Mr. Kuykendall:

                Kevin Kuykendall
                14619 Riggs Meadow Drive
                Cooksville, MD 21723
                Phone:  410-419-5533
                Email:  kevink@ctgsolutions.com

       If to the Company:

                Mobilepro Corp.
                Attn:  CEO
                6701 Democracy Blvd.
                Suite 300

                Rockville, Maryland 20817
                Phone:  301.315.9040



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<PAGE>

      (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. Kuykendall 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. Kuykendall 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

            Mr. Kuykendall 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 where the amount in dispute is
greater than or equal to $50,000, 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. In the event the amount of any controversy or
claim arising out of, or relating to, this Agreement, or any breach hereof, is
less than $50,000, the parties hereby agree to submit such claim to mediation.
Such arbitration shall be governed by the Federal Arbitration Act and conducted
through the


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American Arbitration Association ("AAA") in the state of Maryland, 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.

      (17)  ENTIRE AGREEMENT

            This Agreement and all schedules and other attachments hereto
constitute the entire agreement by the Company and Mr. Kuykendall with respect
to the subject matter hereof and, except as specifically provided herein,
supersedes any and all prior agreements or understandings between Mr. Kuykendall
and the Company with respect to the subject matter hereof, whether written or
oral (including that certain consulting arrangement between Mr. Kuykendall and
the Company). This Agreement may be amended or modified only by a written
instrument executed by Mr. Kuykendall and the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of October 14,
2004.

     KEVIN D. KUYKENDALL                    MOBILEPRO CORP.

   -------------------------                By:
                                               -------------------------

                                            Its:
                                                -------------------------


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