EMPLOYMENT AND
NON-COMPETE AGREEMENT 



        This
Agreement is made as of October 24, 2004, between Operational Research Consultants, Inc.,
a Virginia corporation (the “Company”); WidePoint Corporation, a Delaware
corporation (“WidePoint”); and Daniel Turissini (“Employee”). The
parties agree that the terms and provisions of this Agreement are subject to and
contingent upon the closing of the acquisition of the Company by WidePoint. Subject to the
foregoing, the Company, WidePoint and Employee hereby agree as follows: 



        1.       Employment.
The Company agrees to employ Employee in the respective           positions set forth and
described herein and as attached as Exhibit A, and           Employee accepts such
employment by the Company upon the terms and conditions           set forth in this
Agreement, for the period beginning on the date of this           Agreement and ending
upon termination pursuant to paragraph 4 (the           “Employment Period”).  




        2.       Compensation
and Benefits. In consideration for the valuable services to           be rendered by
Employee and for Employee’s agreement not to compete against           the Company
or WidePoint as described in paragraph 5, the Company hereby agrees           that during
the first two (2) years of the Employment Period, the Company will           pay Employee
a gross Base Salary (the “Base Salary”) as set forth and           described
herein and as attached as Exhibit B. The Base Salary of Employee after           the
first two (2) years of this Agreement shall be determined by the Board of
          Directors of the Company and the Compensation Committee of the Board of
          Directors of WidePoint. Employee also shall be entitled to (1) reimbursement
for           actual business expenses which have been pre-approved in writing by the
Company;           (2) comparable combined paid vacation/sick leave and medical and other
benefits           consistent with those received by other similarly situated employees
of the           Company unless superseded in Exhibit B; and (3) bonus compensation in
amounts as           determined in the reasonable discretion of the Board of Directors of
the Company           and the Compensation Committee of the Board of Directors of
WidePoint unless           superseded in Exhibit B. Employee shall also be entitled to
receive the stock           options from WidePoint as determined in the reasonable
discretion of the           Compensation Committee of the Board of Directors of WidePoint
unless superseded           in Exhibit B. Employee shall be covered by the directors and
officers liability           insurance coverage of WidePoint so long as Employee is the
Chief Executive           Officer and President of the Company.  




        3.       Services.
During the Employment Period, Employee agrees to devote           Employee’s best
efforts and substantially all of Employee’s business           time and attention to
the business affairs of the Company, as its Chief           Executive Officer and
President with duties similar to Employee’s duties           prior to the date of
this Agreement and as further described in Exhibit A           (except for reasonable
vacation periods subject to the reasonable approval of           the Company or WidePoint
or reasonable periods of illness or other incapacity).           During the Employment
Period, Employee agrees to render such services as the           Company may from time to
time direct. During the Employment Period, Employee           agrees that Employee will
not, except with the prior written consent of the           Company and WidePoint, become
engaged in or render services for any business           other than the business of the
Company and WidePoint. The Company and WidePoint           each agrees that during the
Employment Period, Employee shall not be required to           relocate from his current
residence.  













        4.       Termination.
The Employment Period will continue from the date of this           Agreement unless
terminated earlier by (a) Employee’s death or permanent           disability which
renders the Employee unable to perform Employee’s duties           hereunder (as
determined by the Company and WidePoint in their good faith           judgment), (b) by
Employee’s resignation, commencing from and after the           third anniversary
date of this Agreement, upon prior written notice to the           Company and WidePoint
of ninety (90) days before the annual anniversary date of           this Agreement, or
(c) the Company and/or WidePoint for Cause. For purpose of           this paragraph 4,
“Cause” shall mean (i) the repeated failure or           refusal of Employee to
follow the lawful directives of the Company, WidePoint or           their designee
(except due to sickness, injury or disabilities), after prior           notice to
Employee and a reasonable opportunity to cure by Employee of up to           thirty (30)
days, (ii) gross inattention to duty or any other willful, reckless           or grossly
negligent act (or omission to act) by Employee, which, in the good           faith
judgment of the Company and WidePoint, materially injures the Company or
          WidePoint, including the repeated failure to follow the policies and procedures
          of the Company or WidePoint, after prior notice to Employee and a reasonable
          opportunity to cure by Employee of up to thirty (30) days, (iii) a material
          breach of this Agreement by Employee, after prior notice to Employee and a
          reasonable opportunity to cure by Employee of up to thirty (30) days, (iv) the
          commission by Employee of a felony or other crime involving moral turpitude or
          the commission by Employee of an act of financial dishonesty against the
Company           or WidePoint or (v) a proper business purpose of the Company or
WidePoint, which           shall be limited only to a decrease in the staffing of the
office in which the           Employee is working or the elimination of the position
filled by Employee as a           result of a material decrease in revenues and/or
profits at the office in which           Employee is working, but with other cost cutting
measures and the termination of           other employees at such office being first
considered and instituted as           determined in the sole judgment of the Company and
WidePoint prior to the           termination of Employee; provided, however, that in the
event the Company           terminates Employee under this subparagraph (v), then (I) the
scope of the           non-compete under Paragraph 5 shall be limited to the products and
services           offered by the Company as of the termination of Employee under
subparagraph (v)           and (II) the Company shall pay to Employee the lesser of (A)
Employee’s           salary and benefits each month for the six (6) month period
immediately           following such termination under subparagraph (v) or (B) in the
event less than           six (6) months remains in the then current term of Employee’s
employment           with the Company, then Employee shall receive Employee’s salary
and           benefits each month for such lesser remaining period of time.  




        5.       Non-Compete.  




            (a)                 In
the event the Employment Period is terminated under paragraphs 4(b) or 4(c)
          above, then the non-compete provisions of this paragraph 5 will apply to
          Employee. In the event the Employment Period is otherwise terminated, such as
          without Cause, then no part of this paragraph 5 will apply to Employee.  





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            (b)                 Employee
recognizes and acknowledges that by virtue of accepting employment           hereunder,
Employee will acquire valuable training and knowledge, enhance           Employee’s
professional skills and experience, and learn proprietary trade           secrets and
Confidential Information of the Company and WidePoint. In           consideration of the
foregoing and this employment contract, Employee agrees           that during the
Employment Period and for one (1) year thereafter (the           “Non-Compete Period”),
Employee will not directly or indirectly           (whether as employee, director, owner,
stockholder, consultant, partner (limited           or general) or otherwise) own,
manage, control, participate in, consult with,           advertise on behalf of, render
services for or in any manner engage in any           competitive business of soliciting
or providing any computer, technology, IT,           consulting or any other services
and/or products of any type whatsoever to any           federal, state and/or local
governments and/or to any existing or targeted           customers or clients of the
Company and/or WidePoint, with the term           “targeted” meaning customers
or clients that the Company or WidePoint           has contacted within the last 12
months or included in a sales or strategic plan           of the Company or WidePoint
prior to the date of termination of the Employment           Period; nor shall Employee
solicit any other Person to engage in any of the           foregoing activities or
knowingly request, induce or attempt to influence any           then existing or targeted
customers, clients or suppliers of the Company or           WidePoint to curtail any
business they are currently, or in the last 36 months           have been, transacting
with the Company or WidePoint (the “Non-Compete).           Nothing herein will
prevent Employee from being a passive owner of not more than           1% of the
outstanding stock of any class of a corporation which is engaged in a
          competitive business of the Company or WidePoint and which is publicly traded,
          so long as Employee has no participation in the business of such corporation.
          Furthermore, during the Non-Compete Period, Employee shall not, without the
          Company’s or WidePoint’s prior written consent, directly or
          indirectly, knowingly solicit or encourage or attempt to influence any existing
          employee or recruit to leave or discourage their employment with the Company or
          WidePoint. Employee agrees that the restraint imposed under this paragraph 5 is
          reasonable and not unduly harsh or oppressive.  




            (c)                 If,
at the time of enforcement of any provision of paragraph 5(b) above, a court           or
arbitrator holds that the restrictions stated therein are unreasonable or
          unenforceable under circumstances then existing, the Company, WidePoint and
          Employee agree that the maximum period, scope, or geographical area reasonable
          or permissible under such circumstances will be substituted for the stated
          period, scope or area.  




            (d)                 Since
a material purpose of this Agreement is to protect the Company’s and
          WidePoint’s investment in the Employee and to secure the benefits of
          Employee’s background and general experience in the industry, the parties
          hereto agree and acknowledge that money damages may not be an adequate remedy
          for any breach of the provisions of this paragraph 5. Therefore, in the event
of           a breach by Employee of any of the provisions of this paragraph 5, the
Company,           WidePoint or their successors or assigns may, in addition to other
rights and           remedies existing in its favor, apply to any court of law or equity
of competent           jurisdiction for specific performance and/or injunctive or other
relief in order           to enforce or prevent any violations of the provisions of this
Agreement.  




        6.       Confidential
Information. Employee acknowledges that the information,           data and trade
secrets (collectively, “Confidential Information”)           obtained by
Employee during the course of Employee’s performance under this           Agreement,
and previously if Employee has already been an employee of the           Company,
concerning the business or affairs of the Company or WidePoint are the           property
of the Company and WidePoint, respectively. For purposes of this           Agreement,
“trade secret” means any method, program or compilation of
          information which is used in the Company’s or WidePoint’s business,
          including but not limited to: (a) techniques, plans and materials used by the
          Company or WidePoint, (b) marketing methods and strategies employed by the
          Company or WidePoint, and (c) all lists of past, present or targeted customers,
          clients or suppliers of the Company or WidePoint. Employee agrees that Employee
          will not disclose to any unauthorized Person or use for Employee’s own
          account any of such Confidential Information without the written consent of the
          Company and WidePoint, unless and to the extent that the aforementioned matters
          become generally known to and available for use by the public other than as a
          result of Employee’s acts or omissions to act or become known to Employee
          lawfully outside the scope of Employee’s employment under this Agreement.
          Employee agrees to deliver to the Company and WidePoint at the termination of
          Employee’s employment, or at any other time the Company or WidePoint may
          request, all memoranda, notes, plans, records, reports and other documents (and
          copies thereof) relating to the business of the Company or WidePoint which
          Employee may then possess or have under Employee’s control.  





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        7.       Notices.
Any notice provided for in this Agreement shall be in writing           and shall be
either personally delivered, sent by overnight courier           (e.g., Federal
Express) or mailed by first class certified mail, return           receipt requested, to
the recipient at the address below indicated:  





	 	         To the Company or WidePoint: 	Mr.
James T. McCubbin                                                      
c/o WidePoint
Corporation                                                      
One Lincoln Centre,
Suite 1100                                                      
Oakbrook Terrace,
Illinois  60181 






	 	         To Employee: 	Daniel
Turissini                                                      
7733 Canal Ct
                                                     
McLean, VA  22102 






	 	         With a copy to 	Leigh-Alexandra
Basha                                                      
Peterson & Basha, PLC
                                                     
8214-C Old Courthouse Road
                                                     
Vienna, VA  22182 









or such other address or to the
attention of such other Person as the recipient party shall have specified by prior
written notice to the sending party. Any notice under this Agreement will be deemed to
have been given when so delivered, sent or mailed. 



        8.       Miscellaneous.
Whenever possible, each provision of this Agreement will           be interpreted in such
manner as to be effective and valid under applicable law.           The parties agree
that (i) the provisions of this Agreement shall be severable           in the event that
any of the provisions hereof are for any reason whatsoever           invalid, void or
otherwise unenforceable, (ii) such invalid, void or otherwise           unenforceable
provisions shall be automatically replaced by other provisions           which are as
similar as possible in terms to such invalid, void or otherwise           unenforceable
provisions but are valid and enforceable and (iii) the remaining           provisions
shall remain enforceable to the fullest extent permitted by law. This           Agreement
embodies the complete agreement and understanding among the parties           and
supersedes and preempts any prior understandings, agreements or           representations
by or among the parties, written or oral, which may have related           to the subject
matter hereof in any way. This Agreement may be executed on           separate
counterparts, each of which is deemed to be an original and all of           which taken
together constitute one and the same agreement. This Agreement is           intended to
bind and inure to the benefit of and be enforceable by Employee and           the Company
and WidePoint, and their respective successors and assigns. Employee           may not
assign Employee’s rights or delegate Employee’s obligations           hereunder
without the prior written consent of the Company and WidePoint. The           Company and
WidePoint may assign its respective rights and delegate its duties           hereunder
without the consent of Employee to Permitted Transferees. All           questions
concerning the construction, validity and interpretation of the           Agreement will
be governed by the internal law, and not the law of conflicts, of           the
Commonwealth of Virginia. All parties hereby consent to subject matter
          jurisdiction, personal jurisdiction and venue in the appropriate federal court
          located in Fairfax, Virginia for disputes under this Agreement. Any provision
of           this Agreement may be amended or waived only with the prior written consent
of           the Company, WidePoint and Employee. If either party breaches this
Agreement,           the prevailing party shall be entitled to recover costs, including
reasonable           attorney’s fees, from the non-prevailing party.  




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        9.       Definitions. “Person” shall
mean and include an           individual, a partnership, a joint venture, a corporation,
a trust, an           unincorporated organization and a governmental entity or any
department or           agency thereof. “Permitted Transferee”shall mean
WidePoint or           a subsidiary, affiliate or successor of WidePoint or the Company.  




        IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above
written. 



	WITNESS:	EMPLOYEE:
	


_________________________	____________________________
		Daniel Turissini
	

Attest (Seal):	OPERATIONAL RESEARCH CONSULTANTS, INC.
	

__________________________	By:___________________________
	James T. McCubbin	      Steve L. Komar
	Secretary	      President
	

Attest (Seal):	WIDEPOINT CORPORATION
	

__________________________	By:___________________________
	James T. McCubbin	      Steve L. Komar
	Secretary	      Chairman & Chief Executive Officer






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