EXHIBIT
      10.2

    

      AMENDMENT
        NO. 3 TO CONVERTIBLE DEBENTURES 

      


      This
        Amendment No. 3 (“Amendment”)
        is
        made as of April 2, 2007 to the Convertible Debentures (collectively, the
        “Convertible
        Debentures”)
        issued
        under the Securities Purchase Agreement dated August 28, 2006 (the “SPA”)
        by and
        between Cornell Capital Partners, LP (“Cornell
        Capital”)
        and
        Mobilepro Corp. (the “Company”)
        for
        loans totaling $7,000,000 from Cornell Capital.

       

      WHEREAS,
        the
        Company owes Cornell Capital weekly payments of $125,000 in principal payments
        plus interest on the outstanding principal balance of the Convertible Debentures
        commencing January 2, 2007 (the “Scheduled
        Payments”)
        that
        the Company and Cornell Capital agreed by Amendment No. 1 to Convertible
        Debenture dated January 17, 2007 to defer until July 8, 2007;

      


      WHEREAS,
        the
        Company has registered 120,689,655 shares of its common stock under a Form
        S-3
        to allow for conversion of the Convertible Debentures;

      


      WHEREAS,
        under
        Amendment No. 2 to Convertible Debenture dated February 20, 2007 the Company
        and
        Cornell Capital increased the amount of the Scheduled Payments from $125,000
        to
        $250,000 with such increased Scheduled Payments commencing February 9, 2007
        in
        return for Cornell Capital deferring payments of principal and interest in
        the
        same amount under convertible debenture issued by the Company to Cornell
        Capital
        in the principal amount of $15,149,650, as amended; and

      


      WHEREAS,
        the
        Company and Cornell Capital entered into a Consent and Waiver Agreement dated
        March 30, 2007 under which Cornell Capital released from its security interest
        under the Convertible Debentures certain equipment for providing wireless
        service to municipalities through its Kite Broadband subsidiary to allow
        the
        Company to enter into a sale and leaseback agreement for that equipment;
        and


      


      WHEREAS,
        Cornell
        Capital required that in return for releasing its security interest under
        the
        terms of the Consent and Waiver Agreement the Company must increase the
        Scheduled Payments from $250,000 to $300,000 for a period of eight (8) weeks;
        and

      


      WHEREAS,
        the
        parties to this Agreement desire to amend the Convertible Debentures to allow
        for the increase in Scheduled Payments as requested by Cornell
        Capital.

      


      NOW
        THEREFORE,
        in
        consideration of the foregoing, and for other good and valuable consideration,
        the receipt and sufficiency of which are hereby acknowledged, the parties
        hereto
        agree as follows:

      


      Section
        1. Amendment
        to Section 1.02 of the Convertible Debentures.
        Section
        1.02
        of the
        Convertible Debentures is hereby amended and restated in its entirety as
        follows:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Section
        1.02 Payments.
        

      


      (a) The
        Company shall make weekly scheduled payments (“Scheduled
        Payments”)
        consisting of at least (i) $300,000 of principal, commencing with the first
        Scheduled Payment which shall be due and payable for eight (8) consecutive
        weeks
        commencing April 5, 2007 through May 25, 2007; (ii) $250,000 of principal
        from
        June 1, 2007 through July 6, 2007 and (iii) $125,000 of principal thereafter.
        Interest payments on the outstanding principal balance hereof shall be due
        and
        payable with the principal payment installments above. The Company shall
        have
        the right to make each Scheduled Payment in shares of Common Stock, which
        shares
        shall be valued at the lower of the Conversion Price then in effect or a
        price
        equal to a seven percent (7%) discount to the average of the two lowest daily
        volume weighted average prices of the Common Stock as quoted by Bloomberg,
        LP
        for the five (5) trading days immediately following the Scheduled Payment
        date
        (the “Payment
        Conversion Price”),
        provided
        that
        such shares are either (i) freely tradeable under Rule 144 of the Securities
        and
        Exchange Commission (the “Commission”),
        (ii)
        registered for sale under the Securities Act of 1933, or (iii) freely tradeable
        without restriction in the hands of the Holder. All payments in respect of
        the
        indebtedness evidenced hereby shall be made in collected funds (unless paid
        in
        shares of Common Stock) and shall be applied to principal, accrued interest
        and
        charges and expenses owing under or in connection with this Debenture in
        such
        order as the Holder elects, except that payments shall be applied to accrued
        interest before principal. Notwithstanding the foregoing, this Debenture
        shall
        become due and immediately payable, including all accrued but unpaid interest,
        upon an Event of Default (as defined in Section
        3.01
        hereof).
        Whenever any payment or other obligation hereunder shall be due on a day
        other
        than a business day, such payment shall be made on the next succeeding business
        day. Time is of the essence of this Debenture. The Company shall be permitted
        to
        prepay any amounts owed under this Debenture if the price of the shares of
        the
        Company’s Common Stock is less than $0.275 per share and also may, at its
        option, increase any scheduled payment to $750,000 (payable in cash or Common
        Stock as set forth above) without incurring any penalties or fees. Nothing
        contained in this paragraph shall limit the amount that the Holder can convert
        at any time. 

      


      Section
        2. Effect
        of Amendment.
        Except
        as amended hereby, the Convertible Debentures shall continue in full force
        and
        effect and are hereby incorporated herein by this reference. 

      


      Section
        3. Governing Law.
        This
        Amendment shall be governed by and construed under the laws of the State
        of New
        Jersey.  

      


      Section
        4. Titles and Subtitles.
        The
        titles of the sections and subtiles of this Amendment are for convenience
        of
        reference only and are not to be considered in construing this
        Amendment.

      


      Section
        5. Counterparts.
        This
        Amendment may be executed in counterparts, each of which shall be deemed
        an
        original, and all of which shall constitute one and the same
        instrument.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed
        as
        of the date first set forth above.

      


       

      
        	 	 	 
	 	MOBILEPRO
                CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Richard H. Deily
	 	
                
Name:
                Richard H. Deily
	 	Title:
                Senior Vice President


      

       

       

      
        	 	 	 
	 	CORNELL CAPITAL PARTNERS,
                LP
	 	By: Yorkville Advisors, LLC
	 	Its: General Partner
	 
 	 
 	 
 
	 	By:  	/s/ Troy J. Rillo
	 	
                
Name:
                Troy J. Rillo
	 	Its:
                Managing Director