Business Development A Greement

EXHIBIT 10.12 - BUSINESS DEVELOPMENT AGREEMENT (MOBILEPRO, INC.)


BUSINESS DEVELOPMENT AGREEMENT


THIS BUSINESS DEVELOPMENT AGREEMENT (the "AGREEMENT") is made and entered into as of August 26, 2004 by and between WWAP, INC., a Delaware corporation (the "COMPANY"), and MOBILEPRO, INC. a Delaware corporation ("Mobilepro").


RECITALS:


WHEREAS, the Company desires to engage Mobilepro, and Mobilepro desires to be engaged by the Company, to provide certain business development services in accordance with and subject to the terms and conditions of this Agreement.


NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


AGREEMENT:


ARTICLE 1.
ENGAGEMENT


1.1. ENGAGEMENT. The Company hereby engages Mobilepro, and Mobilepro hereby accepts such engagement.


1.2. SERVICES. Upon the request of the Company, Mobilepro shall perform the services set forth on Exhibit "A" hereto.


ARTICLE 2.
TERM OF ENGAGEMENT


2.1. TERM. The engagement of Mobilepro pursuant to the terms hereof shall commence on the date hereof and shall continue for a period of eighteen (18) months at which time this Agreement shall continue on a month-to-month basis until terminated by either party by providing thirty (30) days prior written notice to the other party (the "TERM").


2.2. INDEPENDENT CONSULTANT. The Company and Mobilepro acknowledge and agree that Mobilepro is an independent contractor and that nothing in this Agreement is intended to cause Mobilepro to be a fiduciary, agent, joint venturer, legal representative, partner or servant of the Company for any purpose whatsoever. Mobilepro agrees that the Company shall in no event assume liability for or be deemed liable hereunder as a result of any contract, agreement, understanding, debt or obligation entered into by Mobilepro on the Company's behalf without the Company's prior written consent. Mobilepro shall be solely responsible for and shall pay all taxes, assessments, and fees incident to the performance of his obligations pursuant to this Agreement.


ARTICLE 3.
COMPENSATION OF CONSULTANT


3.1. COMPENSATION. As compensation for the services to be provided hereunder (the "Compensation"), the Company shall pay Mobilepro a fee payable by the issuance of a number of shares of common stock equal to 5.5% of the Company's outstanding common stock (on a fully diluted basis after taking into account all outstanding options, warrants and other securities convertible or exchangeable into shares of capital stock of the Company, but excluding any securities to be issued to Cornell Capital Partners on the date hereof pursuant to the Securities Purchase Agreement and the Standby Equity Distribution Agreement or related agreements. This fee shall be deemed fully earned as of the Second Closing (as such term is defined in the Securities Purchase Agreement). Notwithstanding the foregoing, Mobilepro acknowledges that it shall be ...