EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is made as of the 1st day of December, 2004 by and among NeoReach, Inc., a Delaware corporation (the “Company”), MobilePro Corp, a Delaware corporation, as guarantor of the financial provisions of this contract (“Mobilepro”) and Xxxxx Xxxxxxxxxxx, a natural person, residing in the State of California (“Xx. Xxxxxxxxxxx”).

WHEREAS, the Company wishes to employ Xx. Xxxxxxxxxxx as its President and Chief Executive Officer of the Company and Xx. Xxxxxxxxxxx wishes to accept such employment;

WHEREAS, the Company and Xx. Xxxxxxxxxxx wish to set forth the terms of Xx. Xxxxxxxxxxx’x employment and certain additional agreements between Xx. Xxxxxxxxxxx and the Company.

NOW, THEREFORE, in consideration of the foregoing recitals and the representations, covenants and terms contained herein, the parties hereto agree as follows:

(1) Employment Period

The Company will employ Xx. Xxxxxxxxxxx, and Xx. Xxxxxxxxxxx will serve the Company, under the terms of this Agreement commencing January 1, 2005 (the “Commencement Date”) for a term of twelve (12) months unless earlier terminated under Section 4 hereof. The period of time between the commencement and the termination of Xx. Xxxxxxxxxxx’x employment hereunder shall be referred to herein as the “Employment Period.”

(2) Duties and Status

The Company hereby engages Xx. Xxxxxxxxxxx as its President and Chief Executive Officer on the terms and conditions set forth in this Agreement. During the term of the Employment Period, Xx. Xxxxxxxxxxx shall report directly to the Chairman of the Board of the Company and shall exercise such authority, perform such executive functions and discharge such responsibilities as are reasonably associated with Xx. Xxxxxxxxxxx’x position, commensurate with the authority vested in Xx. Xxxxxxxxxxx pursuant to this Agreement and consistent with the governing documents of the Company. Xx. Xxxxxxxxxxx shall have responsibility for building Neoreach’s business including development of its ZigBee semiconductor chip, providing supervision for one or more California and Nevada based internet service providers, assisting Mobilepro with its development of a nationwide fixed wireless network and such other duties as are mutually agreed upon between Xx. Xxxxxxxxxxx, the Company and Mobilepro. It is the mutual understanding of the Company and Xx. Xxxxxxxxxxx that Xx. Xxxxxxxxxxx will spend a portion of his time operating out of his home office and a portion of his time at one or more California and/or Nevada offices as they are established. Such time allocation will be left to Xx. Xxxxxxxxxxx’x reasonable business judgment.

(3) Compensation and Benefits

(a) Salary. During the Employment Period the Company shall pay to Xx. Xxxxxxxxxxx, as compensation for the performance of his duties and obligations under this Agreement, a base salary of Fifteen Thousand Dollars ($15,000) per month, payable semi-monthly, beginning January 15, 2005.

(b) Insurance. The Company shall reimburse Xx. Xxxxxxxxxxx for all health insurance policies for himself and his family (not to exceed $1100 per month) until such time as Company establishes like type insurance coverage.

(c) Vacation: The Company will provide Xx. Xxxxxxxxxxx with three (3) weeks paid vacation per annum. The vacation time may be used at any point during the year, but Xx. Xxxxxxxxxxx shall not be entitled to cash compensation if he fails to use the vacation.

(d) Bonus. During the Employment Period, Xx. Xxxxxxxxxxx shall be eligible for an annual bonus on terms and conditions to be mutually agreed upon by Xx. Xxxxxxxxxxx and the Company by March 31, 2005. Such annual bonus will be targeted to achieve between_25% and 150% of Xx. Xxxxxxxxxxx’x base salary, but could be higher depending on outstanding performance.

(e) Equity. As partial consideration for entering into this Agreement, the Company hereby grants Xx. Xxxxxxxxxxx warrants to acquire three million (3,000,000) shares of the Company’s common stock at an exercise price or $0.16 per share (the “Warrant”). The warrants shall vest ratably over the twelve (12) months of the Agreement, or immediately if Xx. Xxxxxxxxxxx’x employment is terminated without cause or for good reason (as described in Section 4 hereof).

(f) Business Expenses. During the Employment Period, Company shall promptly reimburse Xx. Xxxxxxxxxxx for all appropriately documented and reasonable business and travel expenses incurred by Xx. Xxxxxxxxxxx in the performance of his duties under this Agreement.

(4) Termination of Employment

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

(i) a material breach of fiduciary duty or material breach of the terms of this Agreement or any other agreement between Xx. Xxxxxxxxxxx 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;

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(ii) the commission by Xx. Xxxxxxxxxxx of any act of embezzlement, fraud, larceny or theft on or from the Company;

(iii) Substantial and continuing neglect or inattention by Xx. Xxxxxxxxxxx of the duties of his employment or the willful misconduct or gross negligence of Xx. Xxxxxxxxxxx in connection with the performance of such duties which remains uncured for a period of fifteen (15) calendar days following receipt of written notice from the Board specifying the nature of such breach;

(iv) The commission by Xx. Xxxxxxxxxxx of any crime involving moral turpitude or a felony; or

(v) Xx. Xxxxxxxxxxx’x performance or omission of any act which, in the judgment of the Board, if known to the customers, clients, stockholders or any regulators of the Company, would have a material and adverse impact on the business of the Company.

(b)   Termination for Good Reason. Xx. Xxxxxxxxxxx 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, Xx. Xxxxxxxxxxx shall have Good Reason to 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 any stock option or warrant agreement;

(ii)   A requirement by the Company that Xx. Xxxxxxxxxxx perform any act or refrain from performing any act that would be in violation of any applicable law; or

(iii)   A material diminution of Xx. Xxxxxxxxxxx’x responsibilities with the Company.

(c)   Notice and Opportunity to Cure. Notwithstanding the foregoing, it shall be a condition precedent to the Company’s right to terminate Xx. Xxxxxxxxxxx’x employment for Cause and Xx. Xxxxxxxxxxx’x 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.

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(d)   Voluntary Termination. At the election of Xx. Xxxxxxxxxxx, upon not less than sixty (60) days prior written notice of termination other than for Good Reason, Xx. Xxxxxxxxxxx may terminate his employment with the Company.

(e)   Termination Upon Death or Permanent and Total Disability. The Employment Period shall be terminated by the death of Xx. Xxxxxxxxxxx. The Employment Period may be terminated by the Board of Directors of the Company if Xx. Xxxxxxxxxxx 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 Xx. Xxxxxxxxxxx’x 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 Xx. Xxxxxxxxxxx, the Company shall give thirty (30) days’ advance written notice to that effect to Xx. Xxxxxxxxxxx.

(f)   Termination Without Cause. At the election of the Company, otherwise than for Cause, upon not less than sixty (60) days written notice of termination.

(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), the Executive will be entitled to severance pay per the terms of section(s) 5a and/or 5b.

(5) Consequences of Termination

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

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(i) Lump-Sum Payment. A lump-sum cash payment, payable thirty (30) days after Xx. Xxxxxxxxxxx’x termination of employment, equal to the sum of the following:

1) Salary. The equivalent of six months (the “Severance Period”) of Xx. Xxxxxxxxxxx’x then-current base salary; plus

2) Earned but Unpaid Amounts. Any previously earned but unpaid salary through Xx. Xxxxxxxxxxx’x final date of employment with the Company, and any previously earned but unpaid bonus amounts prior to the date of Xx. Xxxxxxxxxxx’x termination of employment.

3) Equity. Xx. Xxxxxxxxxxx shall retain all warrants vested at time of termination, but shall be required to exercise them within twelve (12) months of termination. All unvested warrants shall immediately vest and be retained by Xx. Xxxxxxxxxxx, but he shall be required to exercise them within twelve (12) months of termination.

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

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(c) Other Termination of Employment. In the event that Xx. Xxxxxxxxxxx’x 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 Xx. Xxxxxxxxxxx other than for Good Reason (as provided for in Section 4(b) hereof), the Company shall pay or grant Xx. Xxxxxxxxxxx any earned but unpaid salary, bonus, and warrants through Xx. Xxxxxxxxxxx’x final date of employment with the Company, and the Company shall have no further obligations to Xx. Xxxxxxxxxxx.

(d) Withholding of Taxes. All payments required to be made by the Company to Xx. Xxxxxxxxxxx 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.

(e) No Other Obligations. The benefits payable to Xx. Xxxxxxxxxxx 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 Xx. Xxxxxxxxxxx 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 Xx. Xxxxxxxxxxx upon his termination of employment.

(f) No Mitigation or Offset. Xx. Xxxxxxxxxxx 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 California, without giving effect to the principles of conflict of laws.

(7) Indemnity and Insurance

The Company shall indemnify and save harmless Xx. Xxxxxxxxxxx for any liability incurred by reason of any act or omission performed by Xx. Xxxxxxxxxxx while acting in good faith on behalf of the Company and within the scope of the authority of Xx. Xxxxxxxxxxx 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 Xx. Xxxxxxxxxxx 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 Xx. Xxxxxxxxxxx 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 Xx. Xxxxxxxxxxx’x employment was terminated), Xx. Xxxxxxxxxxx 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). Likewise the Company shall not, directly or indirectly, make (or cause to be made) to any person any disparaging, derogatory or other negative or false statement about Xx. Xxxxxxxxxxx.

(9) Cooperation with the Company After Termination of Employment

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

Xx. Xxxxxxxxxxx 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 Warrants or convertible securities that he may receive following the Commencement Date until January 1, 2006.

(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 Xx. Xxxxxxxxxxx:

                        Xxxxx Xxxxxxxxxxx

000 Xxxxxxx Xxx Xxxxx

Xxxxxxxxx, XX 00000

If to the Company:

NeoReach, Inc.

Attn: Xxx X. Xxxxxx, Chairman

0000 Xxxxxxxxx Xxxx.

Xxxxx 000

Xxxxxxxxx, Xxxxxxxx 00000

(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 Xx. Xxxxxxxxxxx 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 Xx. Xxxxxxxxxxx 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.

(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

Before invoking the arbitration procedures set forth below, the parties shall participate in good faith in mediation of any dispute arising out of this agreement, through the American Arbitration Association, in the State of California. The cost of mediation shall be borne by the parties equally. In the event that there is any controversy which cannot be resolved through reasonable negotiation and/or mediation, Xx. Xxxxxxxxxxx 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, 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. Such arbitration shall be governed by the Federal Arbitration Act and conducted through the American Arbitration Association (“AAA”) in the state of California, 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. The Company shall pay all arbitrator’s fees, filing fees, and administrative fees in connection with any such arbitration. The arbitrator may award the prevailing party his/its reasonable attorneys fees in an amount as the arbitrator deems proper.

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(17) Entire Agreement

This Agreement and all schedules and other attachments hereto constitute the entire agreement by the Company and Xx. Xxxxxxxxxxx with respect to the subject matter hereof and, except as specifically provided herein, supersedes any and all prior agreements or understandings between Xx. Xxxxxxxxxxx and the Company with respect to the subject matter hereof, whether written or oral (including that certain consulting arrangement between Xx. Xxxxxxxxxxx and the Company). This Agreement may be amended or modified only by a written instrument executed by Xx. Xxxxxxxxxxx and the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of December 1, 2005.

XXXXX XXXXXXXXXXX	NEOREACH, INC.
By: _______________________	By: ______________________
Xxxxx Xxxxxxxxxxx	Xxx X. Xxxxxx, Chairman

MOBILEPRO CORP.

(guaranteeing the financial provisions of this contract)

By:_______________________________

Xxx X. Xxxxxx, Chairman and CEO

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