PROMISSORY NOTE

This Promissory Note (the “Note”) is made this 1st day of August, 2008, by and among MobilePro Corp., a Delaware corporation, its successors and/or assigns, with its principal business located at 6701 Democracy Blvd., Suite 202, Bethesda, Maryland 20817 (the “ Company ”), and Data Sales Co., Inc. a Minnesota corporation, its successors and/or assigns with its principal business located at 3450 W. Burnsville Parkway, Burnsville, Minnesota 55337 (the “ Holder ”).

Company is a party to a Master Equipment Lease Agreement No. 39-10034 dated on or around September 27, 2006 (the “Equipment Lease Agreement”) by and between MobilePro Corp., Kite Networks, Inc. (“Lessee”) and Data Sales Co., Inc. (“Lessor”) .

As of the date hereof, Company and Kite Networks, Inc. remain obligated to Lessor under the terms of the Equipment Lease Agreement in the amount of Three Hundred Thirty Thousand Dollars ($330,000.00) (the “Remaining Lease Obligations”).

The parties intend to execute this Note in favor of Holder in full satisfaction of the Remaining Lease Obligations and acknowledges and agrees that it owes and shall pay to Holder all sums owing hereunder as and when due pursuant to the terms of this Note.

Now, therefore, the Company and Holder hereby agree as follows:

1.   Obligation . The Company hereby promises to pay to the order of Holder on July 31, 2010 (the “ Maturity Date ”), at Holder’s principal place of business at 3450 W. Burnsville Parkway, Burnsville, Minnesota 55337, or at such other place as Holder may direct, the principal sum of Three Hundred Thirty Thousand Dollars ($330,000.00) (the “Principal Amount”) plus interest thereon a the rate of 12% per annum, compounded monthly, calculated on the outstanding and unpaid Indebtedness, based on a calendar year of 360 days and charged for the actual days elapsed in a month (the “Interest”) and all other sums, debts and obligations, whether now due or to become due, absolute or contingent, direct or indirect (all together, the “Indebtedness”), which shall be repaid to Holder as follows:

(a)   Commencing on September 1, 2008 and continuing to be received by Holder on the first day of each month thereafter until the Maturity Date (or such sooner time the Indebtedness is repaid) , Company shall begin making monthly payments to Holder in an amount equal to $10,000.00 per month, in good and readily available funds, which shall be applied by Holder to the outstanding and unpaid Indebtedness owed hereunder, with any balloon of principal, interest or fees due on or before the Maturity Date.

For purposes of this Note, a “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banking organizations in Washington, D.C. are authorized or required by law to close.  

3.   Prepayment . Prepayment of the unpaid Principal Amount and/or interest due under this Note may be made at any time without penalty. Unless otherwise agreed in writing by Holder, all payments will be made in lawful tender of the United States and will be applied (a) first, to the payment of accrued interest, and (b) second, (to the extent that the amount of such prepayment exceeds the amount of all such accrued interest), to the payment of principal.

4.   Insurance Proceeds . The Company and Holder acknowledge that an insurance claim has been made or will be made against certain insurance policies maintained by the Company and/or Kite Networks, Inc. (the