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 a