Unassociated Document


    EXHIBIT
      10.1

    

      CONSENT
        AND WAIVER AGREEMENT

      


      This
        Consent and Waiver Agreement (the “Agreement”)
        is
        made and entered into as of March 30, 2007 by and among Cornell Capital
        Partners, LP, with its principal place of business at 101 Hudson Street,
        Suite
        3700, Jersey City, NJ 07302 (“Cornell Capital”) on the one hand, and Mobilepro
        Corp. and its wholly-owned subsidiary, NeoReach, Inc. on the other hand,
        with
        their principal place of business at 6701 Democracy Blvd., Suite 202, Bethesda,
        MD 20814 (collectively, the “Company”).

      


      RECITALS

      


      WHEREAS,
        the
        Company issued, and Cornell Capital purchased, a series of 7.75% Secured
        Convertible Debentures with a total principal amount of $22,500,000 (the
        “Convertible Debentures”);

      


      WHEREAS,
        pursuant to the applicable sections of the Convertible Debentures, the Company
        cannot enter into any security instrument granting a security interest in
        any of
        its assets without the prior consent of Cornell Capital;

      


      WHEREAS,
        Cornell
        Capital required as a condition of entering into the Convertible Debentures
        that
        it be secured by the Amended and Restated Security Agreement dated May 13,
        2005
        (the “Security Agreement”);

      


      WHEREAS,
        pursuant to the terms of the Security Agreement, Cornell Capital received
        a
        first lien on existing and to be acquired assets of the Company, including
        “equipment” as that term is defined in the UCC;

      


      WHEREAS,
        under
        the
        terms of the Security Agreement it is an event of default for the Company
        to
        sell or assign any collateral covered by the Security Agreement, including
        equipment; 

      


      WHEREAS,
        the
        Company desires to enter into a sale and lease-back of certain wireless network
        equipment (160 Strix model 2420 access point radios with antennas with a
        total
        cost of $418,880) used to provide wireless broadband service to certain
        municipalities (the “Sale/Leaseback Transaction”) pursuant to a Master Lease
        Agreement 2249 dated June 28, 2006 between the Company and JTA Leasing Co.,
        LLC
        (the “Master Lease”);

      


      WHEREAS,
        pursuant to the terms of the Master Lease the Company must keep the equipment
        subject to the Master Lease free and clear of all superior liens and
        encumbrances;

      


      WHEREAS,
        the
        Company requires the consent of Cornell Capital to the Sale/Leaseback
        Transaction and a waiver of its rights under the Convertible Debentures and
        Security Agreement; 

      


      NOW
        THEREFORE,
        in
        consideration of the above recitals and the mutual covenants made herein,
        the
        parties agree as follows:

      


      1.    Consent
        and Waiver
        Cornell
        Capital hereby consents to the Company entering into the Sale/Leaseback
        Transaction and waives any and all of its rights under the Convertible
        Debentures and Security Agreement to the extent that any of the terms of
        such
        agreements would cause the Company to be in default of those agreements by
        execution of the Sale/Leaseback Transaction. The Company warrants and represents
        that all assets included in the Sale/Leaseback Transaction and subject to
        this
        Agreement are installed and deployed in Tempe, Arizona. In consideration
        for the
        forgoing consent, the Company hereby agrees to increase its weekly scheduled
        payment obligations to Cornell Capital for eight (8) consecutive weeks from
        $250,000 per week to $300,000 per week commencing with the payment notice
        to be
        dated April 5, 2007 for the pricing period beginning on April 9, 2007 and
        ending
        April 13, 2007.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.    Miscellaneous

      


      2.1 Successors
        and Assigns
        Except
        as otherwise provided herein, this Agreement and the rights and obligations
        of
        the parties hereunder shall inure to the benefit of, and be binding upon,
        the
        parties’ respective successors, assigns, and legal representatives.

      


      2.2 Amendments
        and Waivers
        Any term
        of this Agreement may be amended or waived only with the written consent
        of the
        parties hereto.

      


      2.3 Notices
        Any
        notice required or permitted by this Agreement shall be in writing and shall
        be
        deemed sufficient on the date of delivery, when delivered personally or by
        overnight courier or sent by fax, or forty-eight (48) hours after being
        deposited in the mail, as certified or registered mail, with postage prepaid,
        and addressed to the party to be notified at each party’s address as set forth
        above or as subsequently modified by written notice.

      


      2.4 Severability
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, the parties agree to renegotiate such provision in good faith.
        In the event that the parties cannot reach a mutually agreeable and enforceable
        replacement for such provision, then (a) such provision shall be excluded
        from
        this Agreement, (b) the balance of the Agreement shall be interpreted as
        if such
        provision were so excluded, and (c) the balance of the Agreement shall be
        enforceable in accordance with its terms.

      


      2.5 Governing
        Law
        This
        Agreement and all acts and transactions pursuant hereto and the rights and
        obligations of the parties hereto shall be governed, construed, and interpreted
        in accordance with the laws of the State of New Jersey, without giving effect
        to
        principles of conflicts of law.

      


      2.6 Recitals
        The
        recitals are included as terms of this Agreement and are incorporated
        herein.

      


      2.7 Counterparts
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original and all of which together shall constitute one and the
        same
        instrument.

      


      2.8 Titles
        and Subtitles
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      The
        parties have executed this Consent and Waiver Agreement as of the date first
        written above.

       

      
        	 	 	 
	 	MOBILEPRO CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Jay O. Wright
	 	
                
Name:
                Jay O. Wright
	 	Title:
                CEO


      

       

      
        
          	 	 	 
	 	NEOREACH,
                  INC.
	 
 	 
 	 
 
	 	By:  	/s/ Jay O. Wright
	 	
                  
Name:
                  Jay O. Wright
	 	Title:
                  CEO


        

      

      
         

        
          	 	 	 
	 	CORNELL
                  CAPITAL PARTNERS, LP
	 	 	
                  By:
                    Yorkville Advisors, LLC

                
	 	 	
                  Its:
                    General Partner

                
	 	 	 
	 	 	 
	 	By:  	/s/ Mark Angelo
	 	
                  
Name:
                  Mark Angelo
	 	Title:
                  Portfolio Manager