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EXHIBIT 10.1



EXECUTIVE EMPLOYMENT AGREEMENT




     This Amended and Restated Executive Employment Agreement (this
“Agreement”) is made as of the 9th of June, 2004 by and between
Mobilepro Corp., a Delaware corporation (the “Company”), and Jay O. Wright
(“Executive”).



     WHEREAS, the Company and the Executive are parties to that certain
Executive Employment Agreement dated as of April 15, 2004 (“Original
Agreement”) which states the terms and conditions of the Executive’s employment
as President and Chief Executive Officer of the Company; and



     WHEREAS, the Company and Executive wish to amend the Original Agreement to
extend the period of time the Executive is restricted in the sale of his shares
of common stock of the Company.



     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 Executive, and Executive will serve the Company,
under the terms of this Agreement commencing April 15, 2004 (the “Commencement
Date”) for a term of twenty-four (24) months unless earlier terminated under
Section 4 hereof. On the second anniversary of the Commencement Date and on
each anniversary date thereafter, the term of this Agreement shall
automatically be extended for an additional period of twelve (12) months;
provided, however, that either party hereto may elect not to so extend this
Agreement by giving written notice to the other party at least sixty (60) days
prior to such anniversary date. The period of time between the commencement
and the termination of Executive’s employment hereunder shall be referred to
herein as the “Employment Period.”



     2. Duties and Status



          The Company hereby engages Executive as its President and Chief Executive
Officer on the terms and conditions set forth in this Agreement. During the
Employment Period, Executive shall report directly to the Board of Directors of
the Company (the “Board”) and shall exercise such authority, perform such
executive functions and discharge such responsibilities as are reasonably
associated with Executive’s position, commensurate with the authority vested in
Executive pursuant to this Agreement and consistent with the governing
documents of the Company. These duties include, but are not limited to: (i)
seeking and closing acquisition for the Company to increase the Company’s
revenue and earnings per share; (ii) structuring and obtaining capital from
varied sources to facilitate the growth of the Company; (iii) building the
Company’s presence on “Wall Street” and serving as the Company’s “face” to the
capital markets; (iv) identifying and recruiting additional personnel to build
the Company; (v)



 









 




working to shape and determine the strategic direction of the Company; and
(vi) handling such other leadership, administrative and managerial roles as is
customary and appropriate for a company’s President and Chief Executive
Officer.




     3. Compensation and Benefits





	 	(a)	 	Salary. During the Employment Period, the
Company shall pay to Executive, as compensation for the
performance of his duties and obligations under this
Agreement, a base salary of One Hundred Eighty Thousand
Dollars ($180,000) per year. The base salary may be
increased, but not decreased, at the discretion of the Board.
After the initial two years of the Employment Period,
Executive shall be entitled to receive a minimum of a 5% per
annum increase in this base salary.
	 
	 	(b)	 	Bonus. During the Employment Period, Executive
shall be entitled to a cash bonus equal to one percent (1%)
of the revenues for the most recent twelve (12) month period
of each acquisition made by the Company during the Employment
Period. An acquisition shall be deemed “made” if a
definitive agreement is executed during the Employment Period
and the transaction closes within six (6) months after the
definitive agreement is executed. This provision shall not
preclude payment of any bonuses due to Executive for
acquisitions “made” prior to the Employment Period which
close during the Employment Period.
	 
	 	(c)	 	Equity. As partial consideration for entering
into this Agreement, the Company hereby grants Executive a
warrant to acquire seven million two hundred thousand
(7,200,000) shares of the Company’s common stock at an
exercise price or $0.018 per share (the “Warrant Shares”) to
vest as follows: (1) three hundred thousand (300,000) Warrant
Shares shall vest each month during the term of this
Agreement or immediately if Executive’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 fifty
percent (50%) of the size (measured by market value) of the
Company) or reverse merger with another company; and (ii)
four million three hundred thousand (4,300,000) Warrant
Shares will vest immediately upon the Company achieving a $25
million market cap for ten (10) consecutive trading days and
a price per share of not less than $0.07. The Warrant Shares
granted hereunder must be exercised by the tenth anniversary
of the date of vesting or shall be forfeited by Executive.
All Warrant Shares granted hereunder shall have a “cashless”
exercise provision which enables Executive to give up a
portion of his Warrant Shares in order to exercise others
without





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	 	 	 	paying cash for them. Further, the number, kind and strike
price of the stock Warrant Shares granted hereunder shall
be appropriately and equitably adjusted to reflect any
stock dividend, stock split, spin-off, split-off,
extraordinary cash dividend, recapitalization,
reclassification or other major corporate action affecting
the stock of the Company to the end that after such event
Executive’s proportionate interest in the Company shall be
maintained as before the occurrence of such event.
Executive shall also receive payment of any cash dividend
or stock dividend declared and paid by the Company as if
Executive had already exercised all of his Warrant Shares,
including unvested Warrant Shares. Additionally, the
Company acknowledges that, pursuant to its prior employment
agreement with Executive, it owes Executive three million
four hundred eighty-two thousand five hundred (3,482,500) shares
of the Company’s common stock, which shares will be
registered after issuance.
	 
	 	(d)	 	Appointment to the Board. The Company shall
appoint Executive to the Board on the Commencement Date by
filling a current vacancy on the Board. Executive shall have
the choice of immediately accepting such position or
deferring such election until such time as the Company has
directors and officers liability insurance in effect.
	 
	 	(e)	 	Other Benefits. During the Employment Period,
Executive shall be entitled to participate in all of the
employee benefit plans, programs and arrangements of the
Company in effect during the Employment Period which are
generally available to senior executives of the Company,
subject to and on a basis consistent with the terms,
conditions and overall administration of such plans, programs
and arrangements. In addition, during the Employment Period,
Executive shall be entitled to fringe benefits and
perquisites comparable to those of other senior executives of
the Company including, but not limited to, twenty (20) days
of vacation pay plus two (2) sick/personal days, to be used
in accordance with the Company’s vacation pay policy for
senior executives.
	 
	 	(f)	 	Business Expenses. During the Employment
Period, the Company shall promptly reimburse Executive for
all appropriately documented, reasonable business expenses
incurred by Executive in the performance of his duties under
this Agreement, including, but not limited to,
telecommunications expenses and travel expenses.
	 
	 	(g)	 	Office. During the Employment Period, the
Company shall provide an office at a place mutually agreeable
to Executive and the Company and, to the extent that the
Company’s budget allows, secretarial assistance to Executive
suitable to Executive’s position





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	 	 	 	as the Company’s Chief Executive Officer. Executive agrees
that the Company’s existing offices at 6701 Democracy
Boulevard, Bethesda, Maryland 20817 are sufficient to
satisfy this covenant for the first ninety (90) days of the
Employment Period, but thereafter the Company shall rent an
additional office at such location for the sole use of
Executive.





     4. Termination of Employment





	 	(a)	 	Termination for Cause. The Company may
terminate Executive’s employment hereunder for Cause (defined
below). For purposes of this Agreement and subject to
Executive’s opportunity to cure as provided in Section 4(c)
hereof, the Company shall have Cause to terminate Executive’s
employment hereunder if such termination shall be the result
of:







	 	(i)	 	a willful or grossly negligent
material breach of fiduciary duty or material breach
of the terms of this Agreement or any other agreement
between Executive 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 Executive of
any act of embezzlement, fraud, larceny or theft on or
from the Company;
	 
	 	(iii)	 	substantial and continuing gross
neglect or inattention by Executive of the duties of
his employment or the willful misconduct or gross
negligence of Executive in connection 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; and
	 
	 	(iv)	 	the commission by and indictment
of Executive of any crime involving moral turpitude or
a felony.







	 	(b)	 	Termination for Good Reason. Executive 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,
Executive shall have Good Reason to





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	 	 	 	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
Executive 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 Executive’s
employment for Cause and Executive’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.
	 
	 	(d)	 	Voluntary Termination. Executive, at his
election, may terminate his employment 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 Executive. The Employment Period may be terminated
by the Board if Executive 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
Executive’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 Executive, the
Company shall give thirty (30) days’ advance written notice
to that effect to Executive.
	 
	 	(f)	 	Termination Without Cause. The Company, at its
election, may terminate Executive’s employment otherwise than
for Cause, upon not less than sixty (60) days written notice
of termination.





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	 	(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), Executive will not
be entitled to severance pay.





     5. Consequences of Termination





	 	(a)	 	Without Cause, due to a Change of Control or
for Good Reason. In the event of a termination of
Executive’s employment during the Employment Period by the
Company other than for Cause pursuant to Section 4(f) or by
Executive 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 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
Executive (or his estate) and provide him with the following:





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	 	(i)	 	Lump-Sum Payment. A lump-sum
cash payment, payable ten (10) days after Executive’s
termination of employment, equal to the sum of the
following:







	 	(A)	 	Salary. The
equivalent of nine (9) months (the “Severance
Period”) of Executive’s then-current base
salary; plus
	 
	 	(B)	 	Earned but Unpaid
Amounts. Any previously earned but unpaid
salary through Executive’s final date of
employment with the Company, and any previously
earned but unpaid bonus amounts prior to the
date of Executive’s termination of employment.
	 
	 	(C)	 	Equity. All Warrant
Shares vested at time of termination shall be
retained by Executive. All unvested Warrant
Shares shall immediately vest and be retained by
Executive. Executive shall have the benefit of
the full ten year option period to exercise such
Warrant Shares.







	 	(ii)	 	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 Executive was entitled to
participate immediately prior to such termination,
provided that Executive’s continued participation is
possible under the general terms and provisions of
such plans and programs. In the event that
Executive’s participation in any such plan or program
is barred, the Company shall use its commercially
reasonable efforts to provide Executive with benefits
substantially similar (including all tax effects) to
those which Executive would otherwise have been
entitled to receive under such plans and programs from
which his continued participation is barred. In the
event that Executive 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 coverages
provided for in this Section 5(a)(ii).







	 	(b)	 	Other Termination of Employment. In the event
that Executive’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 Executive other
than for Good Reason (as provided for in Section 4(b)
hereof), the Company shall pay or





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	 	 	 	grant Executive any earned but unpaid salary, bonus, and
Warrant Shares through Executive’s final date of employment
with the Company, and the Company shall have no further
obligations to Executive.
	 
	 	(c)	 	Withholding of Taxes. All payments required to
be made by the Company to Executive 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
Executive 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 Executive 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 Executive upon his termination of employment.
	 
	 	(e)	 	No Mitigation or Offset. Executive 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 Executive for any liability
incurred by reason of any act or omission performed by Executive while acting
in good faith on behalf of the Company and within the scope of the authority of
Executive 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 Executive 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 Executive 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 Executive’s employment was terminated),
Executive 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), provided, however, that any statements that Executive makes to
his immediate family and in-laws
shall be immune from this provision.



     9. Cooperation with the Company After Termination of Employment



          Following termination of Executive’s employment for any reason, Executive
shall fully cooperate with the Company in all matters relating to the winding
up of Executive’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 Executive, the Company shall be entitled to such full
time or part time services of Executive as the Company may reasonably require
during all or any part of the sixty (60)-day period following any notice of
termination, provided that Executive 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.



          Executive 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 granted hereunder or other
convertible securities that he may receive following the Commencement Date
until April 15, 2006. Executive 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:



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	 	 	If to Executive:
	 
	 	 	 	 
	

	 	 	 	Jay O. Wright
	 
	 	 	 	 
	

	 	 	 	Phone:
	

	 	 	 	Email:
	 
	 	 	 	 
	 	 	If to the Company:
	 
	 	 	 	 
	

	 	 	 	Mobilepro Corp.
	

	 	 	 	Attn: Board of Directors
	

	 	 	 	6701 Democracy Blvd.
	

	 	 	 	Suite 300
	

	 	 	 	Rockville, Maryland 20817
	

	 	 	 	Phone: 301/315-9040







     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
Executive 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 Executive 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.



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     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



          Executive 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 Fifty Thousand Dollars ($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 Fifty Thousand Dollars ($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 American Arbitration Association
(“AAA”) in the District of Columbia, 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 Executive with respect to the subject
matter hereof and, except as specifically provided herein, supersedes any and
all prior agreements or understandings between Executive and the Company with
respect to the subject matter hereof, whether written or oral. This Agreement
may be amended or modified only by a written instrument executed by Executive
and the Company. This Agreement takes precedence over any other agreement,
including the Company’s 2001 Equity Performance Plan, for interpreting the
provisions of this Agreement.



     IN WITNESS WHEREOF, the parties have executed this Employment Agreement as
of the date written above.



	 	 	 	 	 
	 

	 	JAY O. WRIGHT
	 	MOBILEPRO CORP.
	 
	 	 	 	 
	

	 	/s/ Jay O. Wright
	 	/s/ Daniel Lozinsky
	

	 	

	 	

	

	 	 	 	By: Daniel Lozinsky
	

	 	 	 	Its: Secretary and Sole Director








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