UNITED STATESSECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549

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# FORM 10-Q

(Mark One)

| | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT           OF 1934
| | --------------------------------------------------------------------------------------------------

| | For
the quarterly period ended                        March 31, 2009
| | --------------------------------------------------------------------

OR

| | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT           OF 1934
| | --------------------------------------------------------------------------------------------------

| | For
the transition period from ______________________ to  ______________________
| | --------------------------------------------------------------------------------

Commission file number
001-33035

|WIDEPOINT CORPORATION                                 
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)

|Delaware                                 | 52-2040275                       
|---------------------------------------- | ---------------------------------
|(State or other jurisdiction of          | (IRS Employer Identification No.)
|incorporation or organization)          
|18W100 22nd St., Oakbrook Terrace, IL    | 60181                            
|(Address of principal executive offices) | (Zip Code)                       

Registrants telephone number,
including area code: (630) 629-0003

Indicate
by check whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YesX No

Indicate
by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes  No

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.

|Large accelerated filer |  | Accelerated filer |  | Non-accelerated filer |  | Smaller reporting company | 
|----------------------- |  | ----------------- |  | --------------------- |  | ------------------------- | 

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes             No     X

As of May 13, 2009, 58,305,514,
shares of common stock, $.001 par value per share, were outstanding.

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WIDEPOINT CORPORATION

INDEX

|                                     |                                                                     
|------------------------------------ | --------------------------------------------------------------------
|                                     |                                                                     
|Part I.        FINANCIAL INFORMATION |                                                                     
|Item 1.                              | Condensed Consolidated Financial Statements                         
|                                     | Condensed Consolidated Balance Sheets as of March 31, 2009          
|                                     | (unaudited) and December 31, 2008 (unaudited)                       
|                                     | Condensed Consolidated Statements of Operations for the three months
|                                     | ended March 31, 2009 and 2008 (unaudited)                           
|                                     | Condensed Consolidated Statements of Cash Flows for the three months
|                                     | ended March 31, 2009 and 2008 (unaudited)                           
|                                     | Notes to Condensed Consolidated Financial Statements                
|Item 2.                              | Managements Discussion and Analysis of Financial                   
|                                     | Condition and Results of Operations                                 
|Item 4.                              | Controls and Procedures                                             
|Part II.        OTHER INFORMATION   
|Item 5.                              | Other Information                                                   
|Item 6.                              | Exhibits                                                            
|SIGNATURES                           | 26                                                                  
|CERTIFICATIONS                       |                                                                     

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# PART I. FINANCIAL
INFORMATION

# ITEM 1. CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS.

# WIDEPOINT CORPORATION
AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                              | March 31, | December 31,
|----------------------------------------------------------------------------- | --------- | ------------
|
|(unaudited)                                                                  
|Assets                                                                        |           |             
|Current assets:                                                               |           |             
|Cash and cash equivalents                                                     |           |             
|Accounts receivable                                                           |           |             
|Unbilled accounts receivable                                                  |           |             
|Prepaid expenses and other assets                                             |           |             
|                                                                              |           |             
|Total current assets                                                          |           |             
|                                                                              |           |             
|Property and equipment, net                                                   |           |             
|Goodwill                                                                      |           |             
|Intangibles, net                                                              |           |             
|Other assets                                                                  |           |             
|                                                                              |           |             
|Total assets                                                                  |           |             
|                                                                              |           |             
|Liabilities and stockholders equity                                          |           |             
|Current liabilities:                                                          |           |             
|Related party note payable                                                    |           |             
|Short term note payable                                                       |           |             
|Accounts payable                                                              |           |             
|Accrued expenses                                                              |           |             
|Deferred revenue                                                              |           |             
|Short-term portion of long-term debt                                          |           |             
|Short-term portion of capital lease obligation                                |           |             
|                                                                              |           |             
|Total current liabilities                                                     |           |             
|                                                                              |           |             
|Deferred income tax liability                                                 |           |             
|Long-term debt, net of current portion                                        |           |             
|Deferred rent, net of current portion                                         |           |             
|Capital lease obligation, net of current portion                              |           |             
|                                                                              |           |             
|Total liabilities                                                             |           |             
|Stockholders equity:                                                         |           |             
|Common stock, $0.001 par value; 110,000,000 shares authorized; 58,305,514 and |           |             
|58,275,514 shares issued and outstanding, respectively                        |           |             
|Stock warrants                                                                |           |             
|Additional paid-in capital                                                    |           |             
|Accumulated deficit                                                           |           |             
|                                                                              |           |             
|Total stockholders equity                                                    |           |             
|                                                                              |           |             
|Total liabilities and stockholders equity                                    |           |             
|                                                                              |           |             

The accompanying notes
are an integral part of these consolidated statements.

1

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# WIDEPOINT CORPORATION
AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                            | Three Months Ended
March 31,
|----------------------------------------------------------- | ----------------------------
|
|
|Revenues, net                                               |                             
|Cost of revenues (including amortization and depreciation   |                             
|of $243,136 and $213,906, respectively)                     |                             
|                                                            |                             
|Gross profit                                                |                             
|Sales and marketing                                         |                             
|General and administrative (including SFAS 123R stock       |                             
|compensation expense of $30,730 and $371,702, respectively) |                             
|Depreciation expense                                        |                             
|                                                            |                             
|Income (Loss) from operations                               |                             
|Interest income                                             |                             
|Interest expense                                            |                             
|                                                            |                             
|Net income (loss) before income tax                         |                             
|Deferred income tax expense                                 |                             
|                                                            |                             
|Net income (loss)                                           |                             
|                                                            |                             
|Basic earnings (loss) per share                             |                             
|                                                            |                             
|Basic weighted average shares outstanding                   |                             
|                                                            |                             
|Diluted earnings (loss) per share                           |                             
|                                                            |                             
|Diluted weighted average shares outstanding                 |                             

The accompanying notes
are an integral part of these consolidated statements.

2

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# WIDEPOINT CORPORATION
AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                               | Three Months
Ended March 31,
|---------------------------------------------- | ----------------------------
|
|
|Cash flows from operating activities:          |                             
|Net income (loss)                              |                             
|Adjustments to reconcile net income (loss) to  |                             
|net cash provided by operating                 |                             
|activities:                                    |                             
|Deferred income tax expense                    |                             
|Depreciation expense                           |                             
|Amortization expense                           |                             
|Amortization of deferred financing costs       |                             
|Stock options expense                          |                             
|Changes in assets and liabilities              |                             
|Accounts receivable and unbilled accounts      |                             
|receivable                                     |                             
|Prepaid expenses and other current assets      |                             
|Other assets                                   |                             
|Accounts payable and accrued expenses          |                             
|Deferred revenue                               |                             
|                                               |                             
|Net cash provided by                           |                             
|operating activities                           |                             
|                                               |                             
|Cashflows from investing activities:           |                             
|Purchase of subsidiary, net of cash            |                             
|acquired                                       |                             
|Purchase of property and equipment             |                             
|Software development costs                     |                             
|                                               |                             
|Net cash used in investing                     |                             
|activities                                     |                             
|                                               |                             
|Cashflows from financing activities:           |                             
|Borrowings on notes payable                    |                             
|Principal payments on notes payable            |                             
|Principal payments under capital lease         |                             
|obligation                                     |                             
|Proceeds from exercise of stock options        |                             
|Costs related to renewal fee for               |                             
|line of credit                                 |                             
|Costs related to financing purchase of         |                             
|subsidiary                                     |                             
|                                               |                             
|Net cash (used in) provided by                 |                             
|financing activities                           |                             
|                                               |                             
|Net (decrease) increase in cash                |                             
|                                               |                             
|Cash and cash equivalents, beginning of period |                             
|                                               |                             
|Cash and cash equivalents, end of period       |                             
|                                               |                             
|Supplementary Information:                     |                             
|Promissory Note issued for iSYS acquisition    |                             
|Value of 1.5 million common shares issued as   |                             
|consideration in the acquisition of iSYS       |                             
|Cash paid for interest                         |                             

The accompanying notes
are an integral part of these consolidated statements.

3

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WIDEPOINT CORPORATION
AND SUBSIDIARIES

# NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

# 1. Basis of
Presentation, Organization and Nature of Operations

WidePoint Corporation
(WidePoint or the Company) is a technology-based provider of
product and services to both the government sector and commercial markets. WidePoint was
incorporated in Delaware on May 30, 1997. We have grown through the merger of highly
specialized regional IT consulting companies.

Our expertise lies in three business
segments. The three segments offer unique solutions in identity management services
utilizing certificate-based security solutions; wireless telecommunication expense
management systems; and other associated IT consulting services and products in which we
provide specific subject matter expertise in IT Architecture and Planning, Software
Implementation Services, IT Outsourcing, and Forensic Informatics.

WidePoint has three material
operational entities, Operational Research Consultants, Inc. (ORC), iSYS, LLC (iSYS), and
WidePoint IL, Inc., along with a development stage company, Protexx Acquisition
Corporation doing business as Protexx. In January 2008, we completed the acquisition
of iSYS. iSYS specializes in mobile telecommunications expense management services and
forensic informatics, and information assurance services predominantly to the U.S.
Government. In July 2008, we completed the purchase of the operating assets and
proprietary intellectual property of Protexx, Inc. Protexx specializes in identity
assurance and mobile and wireless data protection services. ORC specializes in IT
integration and secure authentication processes and software, and providing services to
the U.S. Government. ORC has been at the forefront of implementing Public Key
Infrastructure (PKI) technologies. PKI technology uses a class of algorithms in which
a user can receive two electronic keys, consisting of a public key and a private key, to
encrypt any information and/or communication being transmitted to or from the user within
a computer network and between different computer networks. PKI technology is rapidly
becoming the technology of choice to enable security services within and between different
computer systems utilized by various agencies and departments of the U.S. Government.

Our staff consists of business
process and computer specialists who help our government and civilian customers augment
and expand their resident technologic skills and competencies, drive technical innovation,
and help develop and maintain a competitive edge in todays rapidly changing
technological environment in business. Our organization emphasizes an intense commitment
to our people, our customers, and the quality of our solutions offerings. As a services
organization, our customers are our primary focus.

The condensed consolidated balance
sheet as of March 31, 2009, the condensed consolidated statements of operations for the
three months ended March 31, 2009 and 2008, and the condensed consolidated statements of
cash flows for the three months ended March 31, 2009 and 2008 have been prepared by
WidePoint Corporation (WidePoint or the Company) and are
unaudited. The condensed consolidated balance sheet as of December 31, 2008 was derived
from the audited consolidated financial statements included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2008.

The unaudited condensed consolidated
financial statements included herein have been prepared by the Company, pursuant to the
rules and regulations of the Securities and Exchange Commission (the SEC).
Pursuant to such regulations, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is the opinion of management that all
adjustments (which include normal recurring adjustments) necessary for a fair statement of
financial results are reflected in the interim periods presented. The results of
operations for the three months ended March 31, 2009 are not indicative of the operating
results for the full year.

# 2. Significant
Accounting Policies

Principles of
Consolidation

The accompanying condensed
consolidated financial statements include the accounts of acquired entities since their
respective dates of acquisition. All significant inter-company amounts have been
eliminated in consolidation.

4

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Use of Estimates

The preparation of consolidated
financial statements in conformity with accounting principles generally accepted in the
U.S. requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. The more significant areas requiring use of estimates and
judgment relate to revenue recognition, accounts receivable valuation reserves,
realizability of intangible assets, realizability of deferred income tax assets and the
evaluation of contingencies and litigation. Management bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable under the
circumstances. Actual results could differ from those estimates.

Reclassifications

Certain amounts in prior year
financial statements have been reclassified to conform with the current year presentation.

Concentrations of Credit Risk

Financial instruments potentially
subject the Company to credit risk, which consist of cash and cash equivalents and
accounts receivable. As of March 31, 2009, three customers, the Transportation Security
Administration (TSA), the Department of Homeland Security (DHS),
and the Washington Headquarters Services (WHS), an agency of the Department of
Defense (DoD) that provides services for many DoD agencies and organizations,
accounted for approximately 26%, 17%, and 14%, respectively, of accounts receivable and
unbilled accounts receivable. As of December 31, 2008, three clients, the DHS, the TSA,
and the WHS, represented 24%, 17%, and 14%, respectively, of accounts receivable and
unbilled accounts receivable.

Significant Customers

Due to the nature of our business and
the relative size of certain contracts, which are entered into in the ordinary course of
business, the loss of any single significant customer could have a material adverse effect
on results. For the quarter ended March 31, 2009, three customers, the TSA, the DHS, and
the WHS, represented approximately 24%, 21%, and 18% of revenues, respectively. For the
quarter ended March 31, 2008, three customers, the TSA, the DHS, and the WHS, represented
approximately 27%, 21%, and 16% of revenues, respectively.

Fair value of financial
instruments

The Companys financial instruments
include cash equivalents, deferred revenue, accounts receivable, notes receivable,
accounts payable, short-term debt and other financial instruments associated with the
issuance of the common stock warrants attributable to the preferred stock capital
investment in the Company in October of 2004. The carrying values of cash equivalents,
accounts receivable, notes receivable, and accounts payable approximate their fair value
because of the short maturity of these instruments. The carrying amounts of the
Companys bank borrowings under its credit facility approximate fair value because
the interest rates are reset periodically to reflect current market rates.

The Company adopted SFAS 157,
Fair Value Measurements (SFAS 157) on January 1, 2008. SFAS 157, among other
things, defines fair value, establishes a consistent framework for measuring fair value
and expands disclosure for each major asset and liability category measured at fair value
on either a recurring or nonrecurring basis. SFAS 157 clarifies that fair value is an exit
price, representing the amount that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants. As such, fair value is
a market-based measurement that should be determined based on assumptions that market
participants would use in pricing an asset or liability. As a basis for considering such
assumptions, SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value as follows:

| | Level
1: Observable inputs such as quoted prices in active markets;
| | -------------------------------------------------------------------

| | Level
2: Inputs, other than the quoted prices in active markets, that are observable either
directly or indirectly; and
| | -----------------------------------------------------------------------------------------------------------------------

| | Level
3: Unobservable inputs in which there is little or no market data, which require the
reporting entity to develop its own assumptions.
| | -------------------------------------------------------------------------------------------------------------------------------------------

5

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Cash and Cash Equivalents

Investments purchased with original
maturities of three months or less are considered cash equivalents for purposes of these
consolidated financial statements. The Company maintains cash and cash equivalents with
various major financial institutions.

Accounts Receivable

The majority of the Companys
accounts receivable is due from the federal government and established private sector
companies in the following industries: manufacturing, customer product goods, direct
marketing, healthcare, and financial services. Credit is extended based on evaluation of a
customers financial condition and, generally, collateral is not required. Accounts
receivable are due within 30 to 60 days and are stated at amounts due from customers net
of an allowance for doubtful accounts if deemed necessary. Customer account balances
outstanding longer than the contractual payment terms are reviewed for collectability and
after 90 days are considered past due.

The Company determines its allowance
by considering a number of factors, including the length of time trade accounts receivable
are past due, the Companys previous loss history, the customers current
ability to pay its obligation to the Company, and the condition of the general economy and
the industry as a whole. The Company writes off accounts receivable when they become
uncollectible, and payments subsequently received on such receivables are credited to the
allowance for doubtful accounts.

The Company has not historically
maintained a bad debt reserve for our federal government or commercial customers as we
have not witnessed any material or recurring bad debt charges and the nature and size of
the contracts has not necessitated such bad debt reserve.

Unbilled Accounts
Receivable

Unbilled accounts receivable on
time-and-materials contracts represent costs incurred and gross profit recognized near the
period-end but not billed until the following period. Unbilled accounts receivable on
fixed-price contracts consist of amounts incurred that are not yet billable under contract
terms. At March 31, 2009 and December 31, 2008, unbilled accounts receivable totaled
approximately $1,179,000 and $2,302,000, respectively.

Revenue Recognition

Revenue from our mobile telecom
expense management services (MTEMS) is recognized upon delivery of services as
they are rendered. Arrangements with customers on MTEMS related contracts are recognized
ratably over a period of performance.

Revenue from the sale of PKI
credentials is recognized when delivery occurs. Arrangements with customers on PKI related
contracts may involve multiple deliverable elements. In these cases, the Company applies
the principles prescribed in Emerging Issues Task Force Abstract (EITF) 00-21
Revenue Arrangements with Multiple Deliverables. The Company analyzes various factors,
including a review of the nature of the contract or product sold, the terms of each
specific transaction, the relative fair values of the elements required by EITF 00-21, any
contingencies that may be present, its historical experience with like transactions or
with like products, the creditworthiness of the customer, and other current market and
economic conditions.

Additionally, revenues are derived
from the delivery of non-customized software. In such cases revenue is recognized when
there is persuasive evidence that an arrangement exists (generally a purchase order has
been received or contract signed), delivery has occurred, the charge for the software is
fixed or determinable, and collectability is probable.

Should the sale of product or
software involve an arrangement with multiple elements (for example, the sale of PKI
Credential Seats along with the sale of maintenance, hosting and support to be delivered
over the contract period), the Company allocates revenue to each component of the
arrangement using the residual value method based on the fair value of the undelivered
elements. The Company defers revenue from the arrangement equivalent to the fair value of
the undelivered elements and recognizes the remaining amount at the time of the delivery
of the product or when all other revenue recognition criteria have been met.

6

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A portion of our revenues are derived
from cost-plus, or time-and-materials contracts. Under cost-plus contracts, revenues are
recognized as costs are incurred and include an estimate of applicable fees earned. For
time-and-material contracts, revenues are computed by multiplying the number of direct
labor-hours expended in the performance of the contract by the contract billing rates and
adding other billable direct costs.

In the event of a termination of a
contract, all billed and unbilled amounts associated with those task orders where work has
been performed would be billed and collected. The termination provisions of the contract
would be accounted for at the time of termination. Any deferred and/or amortization cost
would either be billed or expensed depending upon the termination provisions of the
contract. Further, the Company has had no material history of losses nor has it identified
any material specific risk of loss at March 31, 2009 and December 31, 2008, respectively
due to termination provisions and thus has not recorded provisions for such events.

Income Taxes

The Company accounts for income taxes
in accordance with Statement of Financial Accounting Standards (SFAS)
No. 109, Accounting for Income Taxes. Under SFAS No.109, deferred tax
assets and liabilities are computed based on the difference between the financial
statement and income tax bases of assets and liabilities using the enacted marginal tax
rate. SFAS No. 109 requires that the net deferred tax asset be reduced by a valuation
allowance if, based on the weight of available evidence, it is more likely than not that
some portion or all of the net deferred tax asset will not be realized.

Property and Equipment

Property and equipment are stated at
cost, net of accumulated depreciation and amortization. Property and equipment consisted
of the following:

|                                                | March 31, | December 31,
|----------------------------------------------- | --------- | ------------
|
|Automobiles, computers, equipment and software  |           |             
|Less- Accumulated depreciation and amortization |           |             
|                                                |           |             
|                                                |           |             
|                                                |           |             

Depreciation expense is computed
using the straight-line method over the estimated useful lives of between two and five
years depending upon the classification of the property and/or equipment.

In accordance with the American
Institute of Certified Public Accountants Statement of Position 98-1 Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use, the Company
capitalizes costs related to software and implementation in connection with its internal
use software systems.

Software Development Costs

WidePoint accounts for software
development costs (or internally developed intangible assets) related to
software products for sale, lease or otherwise marketed in accordance with SFAS No. 86,
Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise
Marketed. For projects fully funded by the Company, significant development costs
are capitalized from the point of demonstrated technological feasibility until the point
in time that the product is available for general release to customers. Once the product
is available for general release, capitalized costs are amortized based on units sold, or
on a straight-line basis over a six-year period or other such shorter period as may be
required. WidePoint recorded approximately $67,000 of amortization expense for the three
month period ended March 31, 2009, as compared to approximately $45,000 for the three
month period ended March 31, 2008. WidePoint capitalized approximately $12,000 for the
three month period ended March 31, 2009. There were no capitalized costs for the three
month period ended March 31, 2008. Capitalized software development costs, net, included
in Intangibles, net, at March 31, 2009 were approximately $0.5 million, compared to
approximately $0.6 million at December 31, 2008. We estimate that we will capitalize
approximately $50,000 more prior to the issuance of the Authority to Operate
(ATO) during the second quarter of 2009 at which time we will commence
amortizing the ATO over an approximate three year life.

7

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Goodwill, Other
Intangible Assets, and Long-Lived Assets

Goodwill represents costs in excess
of fair values assigned to the underlying net assets acquired. The Company has adopted the
provisions of SFAS No. 141, Business Combinations, and SFAS No. 142,
Goodwill and Other Intangible Assets. These standards require the use
of the purchase method of accounting for business combinations, set forth the accounting
for the initial recognition of acquired intangible assets and goodwill and describe the
accounting for intangible assets and goodwill subsequent to initial recognition. Under the
provisions of these standards, goodwill is not subject to amortization and annual review
is required for impairment. The impairment test under SFAS No. 142 is based on a two-step
process involving (i) comparing the estimated fair value of the related reporting unit to
its net book value and (ii) comparing the estimated implied fair value of goodwill to its
carrying value. Impairment losses are recognized whenever the implied fair value of
goodwill is less than its carrying value. The Companys annual impairment testing
date is December 31.

The Company recognizes an acquired
intangible apart from goodwill whenever the intangible arises from contractual or other
legal rights, or when it can be separated or divided from the acquired entity and sold,
transferred, licensed, rented or exchanged, either individually or in combination with a
related contract, asset or liability. Such intangibles are amortized over their useful
lives. Impairment losses are recognized if the carrying amount of an intangible subject to
amortization is not recoverable from expected future cash flows and its carrying amount
exceeds its fair value.

The Company reviews its long-lived
assets, including property and equipment, identifiable intangibles, and goodwill annually
or whenever events or changes in circumstances indicate that the carrying amount of the
assets may not be fully recoverable. To determine recoverability of its long-lived assets,
the Company evaluates the probability that future undiscounted net cash flows will be less
than the carrying amount of the assets.

Basic and Diluted Net
Earnings (Loss) Per Share

Basic  earnings  or loss per share
 includes  no dilution  and is  computed  by  dividing  net  earnings or loss by the
weighted-average  number of common shares  outstanding for the period.  Diluted earnings
or loss per share includes the potential  dilution  that could  occur if  securities  or
other  contracts  to issue  common  stock were  exercised  or converted  into  common
 stock.  The  treasury  stock  effect of the  conversion  of options  and  warrants to
purchase 1,007,691  shares of common stock  outstanding  for the three months  ended
March 31,  2009,  has been  included in the calculation  of the diluted net income per
share.  As of March 31,  2009,  there were  7,389,453  options and  warrants vested.  Of
those vested  shares,  5,475,999  options and warrants were priced under the average
price during the first quarter  of  2009 of  $0.25  per  common  share.  Outstanding
 options  and  warrants  to  purchase  8,014,257  shares, respectively,  for the  quarter
 ended March 31, 2008 have not been  included  in the  calculation  of the net loss per
share as such effect  would have been  anti-dilutive.  As a result of these  items,  the
basic and diluted net loss per share for the three months  ended March 31, 2008 are
 presented  as  identical.  Earnings per common share was computed as follows for the
quarters ended March 31, 2009 and March 31, 2008:

8

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|                                                             | Quarter Ended
|------------------------------------------------------------ | -------------
|
|Basic Earnings Per Common Share:                             |              
|Net income (Loss)                                            |              
|                                                             |              
|Weighted average number of common shares                     |              
|                                                             |              
|Earnings (Loss) per common share                             |              
|                                                             |              
|Diluted Earnings Per Common Share:                           |              
|Net income (Loss)                                            |              
|                                                             |              
|Weighted average number of common shares                     |              
|Incremental shares from assumed conversions of stock options |              
|                                                             |              
|Adjusted weighted average number of common shares            |              
|                                                             |              
|Earnings (Loss) per common share                             |              
|                                                             |              

Stock-based compensation

The
Company previously adopted the provisions of SFAS No. 123R using the modified prospective application
transition method. Under this method, compensation cost for the portion of awards for
which the requisite service has not yet been rendered that are outstanding as of the
adoption date is recognized over the remaining service period. The compensation cost for
that portion of awards is based on the grant-date fair value of those awards as calculated
for pro forma disclosures under SFAS No. 123, as originally issued. All new awards that
are modified, repurchased, or cancelled after the adoption date are accounted for under
provisions of SFAS No. 123R. Prior periods have not been restated under this transition
method. The Company recognizes share-based compensation ratably using the straight-line
attribution method over the requisite service period. In addition, pursuant to SFAS No.
123R, the Company is required to estimate the amount of expected forfeitures when
calculating share-based compensation, instead of accounting for forfeitures as they occur,
which was the Companys practice prior to the adoption of SFAS 123R.

The amount of compensation expense
recognized under SFAS 123(R) during the three month periods ended March 31, 2009 and 2008,
respectively, under our plans was comprised of the following:

|                                               
|-----------------------------------------------
|2009                                           
|General and administrative expense             
|Share-based compensation before taxes          
|Share-based compensation expense               
|Net share-based compensation expenses per basic
|and diluted common share                       

Since we have cumulative operating
losses as of March 31, 2009 for which a valuation allowance has been established, we
recorded no income tax benefits for share-based compensation arrangements. 
Additionally, no incremental tax benefits were recognized from stock options exercised
during the quarter ended March 31, 2009, which would have resulted in a reclassification
to reduce net cash provided by operating activities with an offsetting increase in net
cash provided by financing activities.

9

---

The fair value of each option award
is estimated on the date of grant using a Black-Scholes option pricing model
(Black-Scholes model) that uses the assumptions of no dividend yield, risk
free interest rates of between 2.61% and 4.83%, volatility of between 156% to 57%, and
expected life in years of approximately 3 years. The option awards are for the period from 1999 through 2008.
For the first quarter of 2009 there were no grants made by the Company. Expected
volatilities are based on the historical volatility of our common stock. The expected term
of options granted is based on analyses of historical employee termination rates and
option exercises. The risk-free interest rates are based on the U.S. Treasury yield for a
period consistent with the expected term of the option in effect at the time of the
grant.  Share-based compensation expense recognized during the period is based on the
value of the portion of share-based payment awards that is ultimately expected to vest
during the period.  The estimated forfeiture rates are based on analyses of
historical data, taking into account patterns of involuntary termination and other
factors.  A summary of the option activity under our plans during the three month
periods ended March 31, 2009 and 2008 is presented below:

NON-VESTED

|                             
|-----------------------------
|Non-vested at January 1, 2009
|Granted                      
|Vested                       
|Forfeited                    
|                             
|Non-vested at March 31, 2009 
|                             
|Non-vested at January 1, 2008
|Granted                      
|Vested                       
|Forfeited                    
|                             
|Non-vested at March 31, 2008 
|                             

OUTSTANDING AND
EXERCISABLE

|                                    
|------------------------------------
|Total outstanding at January 1, 2009
|Issued                              
|Cancelled                           
|Exercised                           
|                                    
|Total outstanding at March 31, 2009 
|                                    
|Total exercisable at March 31, 2009 
|                                    
|Total outstanding at January 1, 2008
|Issued                              
|Cancelled                           
|Exercised                           
|                                    
|Total outstanding at March 31, 2008 
|                                    
|Total exercisable at March 31, 2008 
|                                    

The aggregate remaining contractual
lives in years for the options outstanding and exercisable on March 31, 2009 were 3.01 and
2.28, respectively.

10

---

Aggregate intrinsic value represents
total pretax intrinsic value (the difference between WidePoints closing stock price
on March 31, 2009 and the exercise price, multiplied by the number of in-the-money
options) that would have been received by the option holders had all option holders
exercised their options on March 31, 2009. The intrinsic value will change based on the
fair market value of WidePoints stock. The total intrinsic value of options
outstanding and exercisable as of March 31, 2009 was $1,103,100, respectively. The total
intrinsic value of options exercised for the first quarter of fiscal 2009 was $4,350. The
Company issues new shares of common stock upon the exercise of stock options.

At March 31, 2009, 4,536,438 shares
were available for future grants under the Companys 2008 Stock Incentive Plan. This
does not include 3,999,999 warrants granted and vested to members of the senior management
team that were not issued under the Companys Stock Incentive Plans.

At March 31, 2009, the Company had
approximately $520,000 of total unamortized compensation expense, net of estimated
forfeitures, related to stock option plans that will be recognized over the weighted
average period of 3.01 years.

Non-employee stock-based
compensation:

The Company accounts for stock-based
non-employee compensation arrangements using the fair value recognition provisions of FASB
Statement 123, Accounting for Stock-Based Compensationand Emerging Issues
Task Force EITF 96-18, Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.

Recent Accounting
Pronouncements

# Fair Value Pronouncements

FASB Staff Position No. 107-1
and Accounting Principles Board (APB) 28-1, Interim Disclosures about Fair
Value of Financial Instruments, were issued to outline the required financial
statement disclosures relating to fair value of financial instruments during interim
reporting periods. FASB Staff Position No. 157-4, Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly, was issued to provide additional
guidance in evaluating the fair value of a financial instrument when the volume and level
of activity for the asset or liability has significantly decreased. FASB Staff Position
No. 115-2 and FASB Staff Position No. 124-2, Recognition and Presentation
of Other-Than-Temporary Impairments, were issued to provide additional guidance on
presenting impairment losses on securities.

All of the above mentioned
pronouncements will be effective for interim and annual reporting periods ending after
June 15, 2009, and early adoption is permitted. The Company does not expect the
adoption of these new pronouncements to have a material effect on its consolidated results
of operations or financial condition.

# 3. Debt

The Company entered into a senior
lending agreement with Cardinal Bank on August 16, 2007. In January of 2008, the Company
modified this credit facility with Cardinal Bank to allow for up to $7 million, which
included a four-year term note for $2 million that the Company had entered into with
Cardinal Bank in January 2008. The Company borrowed approximately $1.8 million under this
credit facility to finance the acquisition of iSYS, LLC in January of 2008 and repaid the
advance in full in May 2008 from the proceeds raised in a subsequent capital raise that
occurred in April and May of 2008.

On March 17, 2009, the Company
entered into a Debt Modification Agreement and Commercial Loan Agreement (2009
Commercial Loan Agreement) with Cardinal Bank. This new revolving credit facility
replaced the Companys prior $5 million revolving credit facility with Cardinal Bank.
The 2009 Commercial Loan Agreement allows for the Company to borrow up to $5 million. The
repayment date of the revolving credit facility was extended to June 1, 2010 and advances
under the revolving credit facility will bear interest at a variable rate equal to the
prime rate plus 0.5% with an interest rate floor of 5%. Borrowings under the agreement
were collateralized by the Companys eligible contract receivables, inventory, all of
its stock in certain of its subsidiaries and certain property and equipment. As part of
the credit facility, the Company must comply with certain financial covenants that include
tangible net worth and interest coverage ratios that the Company was
in full compliance with on March 31, 2009.

11

---

The Company also has a four-year term
note with Cardinal Bank that we entered into January 2008 in the principal amount of $2
million, which bears interest at the rate of 7.5% with 48 equal principal and interest
payments. At March 31, 2009 we owed approximately $1.5 million under the note.

The Company also had a subordinated
seller financed note for $2 million in favor of Jin Kang, a related party of the Company
and the former owner and current officer of iSYS, LLC, which was due the earlier of April
1, 2009 or upon the filing of the Companys Form 10-K. The note bore interest at the
simple rate of 7% through December 31, 2008, that increased to 10% on January 1 and
remained in effect at 10% through the repayment of the note. On March 17, 2009, the
Company entered into a Debt Modification Agreement and Commercial Loan Agreement with
Cardinal Bank. The new agreement excluded the subordination agreement of Jin Kang from our
prior credit facility which allowed for the repayment of the sellers note on March
27, 2009.

# 4. Goodwill and
Intangible Assets

WidePoint previously adopted SFAS No. 142,
Goodwill and Other Intangible Assets. SFAS 142 requires, among other things, the
discontinuance of goodwill amortization. Under SFAS 142, goodwill is to be reviewed at
least annually for impairment; the Company has elected to perform this review annually on
December 31st of each calendar year. These reviews have resulted in no adjustments
in goodwill.

The changes in the carrying amount of
goodwill for the year ended December 31, 2008 and 2007 are as follows:

|                                | Total
|------------------------------- | -----
|Balance as of December 31, 2007 |      
|iSYS acquisition                |      
|                                |      
|Balance as of December 31, 2008 |      

In 2008, $6,049,771 in goodwill was
acquired as a result of the acquisition of iSYS, LLC. Management believes that as of
March 31, 2009 the carrying value of our goodwill was not impaired. There were no
goodwill adjustments made in the three month period ended March 31, 2009.

# Purchased and Internally
Developed Intangible Assets

The following table summarizes
purchased and internally developed intangible assets subject to amortization:

12

---

|                                      
|--------------------------------------
|Gross Carrying
Amount                 
|Purchased Intangible Assets           
|ORC Intangible (Includes customer     
|relationships and PKI business        
|opportunity purchase accounting       
|preliminary valuations)               
|iSYS (includes customer               
|relationships, internal use           
|software and trade name)              
|Protexx (Identity Security            
|Software)                             
|                                      
|                                      
|                                      
|Internally Developed Intangible Assets
|ORC PKI-I Intangible (Related to      
|internally generated software)        
|ORC PKI-II Intangible (Related to     
|internally generated software)        
|ORC PKI-III Intangible (Related       
|to internally generated software)     
|ORC PKI-IV Intangible (Related to     
|internally generated software)        
|ORC PKI-V Intangible (Related to      
|internally generated software)        
|                                      
|                                      
|                                      
|Total                                 
|                                      
|Aggregate Amortization Expense:       
|For quarter ended 3/31/09             
|Estimated Amortization Expense:       
|For year ended 12/31/09               
|For year ended 12/31/10               
|For year ended 12/31/11               
|For year ended 12/31/12               
|For year ended 12/31/13               
|                                      
|Total                                 
|                                      

13

---

The total weighted average life of
all of the intangibles is approximately 3 years.

There were no amounts of research and
development assets acquired during the three month period ended March 31, 2009 nor any
written-off in the period.

# 5. Income Taxes

The Company accounts for income taxes
in accordance with SFAS No. 109, Accounting for Income Taxes. Under SFAS
No.109, deferred tax assets and liabilities are computed based on the difference between
the financial statement and income tax bases of assets and liabilities using the enacted
marginal tax rate. SFAS No. 109 requires that the net deferred tax asset be reduced
by a valuation allowance if, based on the weight of available evidence, it is more likely
than not that some portion or all of the net deferred tax asset will not be realized. The
Company has further adopted the provisions of Interpretation No. 48 (FIN 48),
Accounting for Uncertainty in Income Taxes  An interpretation of FASB
Statement No. 109. As required by FIN 48, the Company recognizes the financial
statement benefit of a tax position only after determining that the relevant tax authority
would more likely than not sustain the position following an audit. For tax positions
meeting the more-likely-than-not threshold, the amount recognized in the financial
statements is the largest benefit that has a greater than 50 percent likelihood of being
realized upon ultimate settlement with the relevant tax authority.

As of March 31, 2009, the Company had
net operating loss carry forwards of approximately $21,000,000 to offset future taxable
income. These carry forwards expire between 2010 and 2028. In assessing the realizability
of deferred tax assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon generation of future taxable income during the
periods in which those temporary differences become deductible. Based upon the level of
historical losses that may limit utilization of NOL carry forwards in future periods,
management is unable to predict whether these net deferred tax assets will be utilized
prior to expiration. Under the provision of the Tax Reform Act of 1986, when there has
been a change in an entitys ownership of 50 percent or greater, utilization of
net operating loss carry forwards may be limited. As a result of WidePoints equity
transactions, the Companys net operating losses will be subject to such limitations
and may not be available to offset future income for tax purposes. To date the Company has
not completed a Section 382 analysis.

No tax benefit has been realized
associated with the exercise of stock options in the three months ended March 31,
2009 and 2008 because of the existence of net operating loss carryforwards. There will be
no credit to additional paid in capital for such until the associated benefit is realized
through a reduction of income taxes payable.

The Company has determined that its
net deferred tax asset did not satisfy the recognition criteria set forth in SFAS
No. 109 and, accordingly, established a valuation allowance for 100 percent of
the net deferred tax asset.

The Company incurred a deferred
income tax expense of approximately $39,000 for the quarter ended March 31, 2009. This
deferred income tax expense was originally established at December 31, 2008 at
approximately $157,000, and attributable to the differences in our treatment of the
amortization of goodwill for tax purposes versus book purposes as it relates to our
acquisition of iSYS in January 2008. Because the goodwill is not amortized for book
purposes but is for tax purposes, the related deferred tax liability cannot be reversed
until some indeterminate future period when the goodwill either becomes impaired, and/or
is disposed of. The deferred tax liability can be offset by deferred income tax assets
that may be recognized in the future and the deferred tax expense is a non-cash expense.
SFAS No. 109 requires the expected timing of future reversals of deferred tax
liabilities to be taken into account when evaluating the realizability of deferred tax
assets. Therefore, the reversal of deferred tax liabilities related to the goodwill is not
to be considered a source of future taxable income when assessing the realization of
deferred tax assets. Because the Company has a valuation allowance for the full amount of
the deferred income tax asset, the deferred income liability associated with the tax
deductible goodwill has been recorded and not offset against existing deferred income tax
assets.

14

---

In June 2006, the FASB issued
FIN 48, which became effective for years beginning on January 1, 2007. FIN 48
addressed the determination of how tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under FIN 48, the Company must
recognize the tax benefit from an uncertain tax position only if it is more likely than
not that the tax position will be sustained on examination by taxing authorities, based on
the technical merits of the position. The Companys assessments of its tax positions
in accordance with FIN 48 did not result in changes that had a material impact on results
of operations, financial condition or liquidity. As of December 31, 2008 and at
March 31, 2009, the Company had no unrecognized tax benefits. While the Company does
not have any interest and penalties in the periods presented, the Companys policy is
to recognize such expenses as tax expense.

The Company files U.S. federal income
tax returns with the Internal Revenue Service (IRS) as well as income tax
returns in various states. The Company may be subject to examination by the IRS for tax
years 2001 through 2008. Additionally, the Company may be subject to examinations by
various state taxing jurisdictions for tax years 2001 through 2008. The Company is
currently not under examination by the IRS or any state tax jurisdiction.

# 6. Stockholders
Equity

The Company is authorized to issue
110,000,000 shares of common stock, $.001 par value per share. During the quarter ended
March 31, 2009, 30,000 shares of common stock were issued as the result of the exercise of
employee stock options. As of March 31, 2009 there were 58,305,514 shares of common stock
outstanding.

Common Stock

On January 8, 2008, pursuant to
the terms of a Membership Interest Purchase Agreement between the Company, iSYS, LLC and
Jin Kang, dated January 4, 2008, the Company issued 1,500,000 shares of Company
common stock on January 8, 2008 at a stock price of $1.20 per common share (based on
the closing market price of the Companys common shares the issuance date) for a
value of $1,800,000. The Company also issued an additional 3,000,000 shares of Company
common stock on January 8, 2008, which shares were delivered into escrow to be held
subject to the satisfaction of certain earnout provisions under the Membership Interest
Purchase Agreement, and which shares are subject to return to the Company in the event
such earnout provisions are not achieved under the terms of the Membership Interest
Purchase Agreement. Under the Membership Interest Purchase Agreement the initial
$1.4 million in earnings before interest, taxes, depreciation and amortization
(EBITDA) from iSYS is excluded from the earnout for the initial 3 years,
with 66% of the value in excess of such initial $1.4 million being paid to the former
owner of iSYS, with 50% of the amount being paid in cash and 50% being valued and released
in escrow shares. In the fourth year the value in excess of 50% is used instead of 66%,
with the total earnout capped at $6 million, with $3 million payable in cash and
$3 million payable in the release of earnout shares. Performance of the earnout is
measured annually and awarded within 30 days following the end of the Companys
fiscal year and filing of the Companys Form 10-K for that year. As of
December 31, 2008 performance measures were attained allowing for the release of
184,817 common shares valued at $1.00 per common share from the common shares placed into
escrow at the time of the acquisition of iSYS by the Company.

On April 29, 2008, the Company
entered into a Common Stock Purchase Agreement (Purchase Agreement) with
Deutsche Bank AG, London Branch (Deutsche Bank), and related agreements, as
part of a private equity financing to raise additional funds for working capital. Under
the Purchase Agreement, Deutsche Bank agreed to purchase 2,500,000 shares of WidePoint
common stock for a total purchase price of $2,550,000, or $1.02 per share. Pursuant to the
Purchase Agreement, the Company issued 2,500,000 shares of its common stock to Deutsche
Bank on May 2, 2008. The offer and sale of the shares were not registered under the
Securities Act of 1933, as amended, in reliance on the private offering
exemption provided under Section 4(2) thereof.

On May 16, 2008, the Company
entered into two Common Stock Purchase Agreements (collectively, the Endurance
Purchase Agreements) with Endurance Partners, L.P. and Endurance Partners (Q.P),
L.P., and related agreements, as part of a private equity financing to raise additional
funds for working capital. Under the Endurance Purchase Agreements, Endurance Partners,
L.P. agreed to purchase 428,954 shares of WidePoint common stock for a total purchase
price of $437,533, or $1.02 per share, and Endurance Partners (Q.P.), L.P. agreed to
purchase 1,071,046 shares of WidePoint common stock for a total purchase price of
$1,092,467, or $1.02 per share. Pursuant to the Endurance Purchase Agreements, on
May 19, 2008, the Company issued 428,954 shares of its common stock to Endurance
Partners, L.P. and 1,071,046 shares of its common stock to Endurance Partners (Q.P.), L.P.
The offer and sale of the shares were not registered under the Securities Act of 1933, as
amended, in reliance on the private offering exemption provided under
Section 4(2) thereof.

15

---

As a result of the equity
transactions to raise additional capital that we entered into during the second quarter of
2008, the Company issued a combined cumulative total of 4,000,000 common shares of the
Company which provided gross proceeds of approximately $4.1 million and net proceeds
after various legal and other expenses of $3.9 million.

On July 31, 2008, pursuant to
the terms of the Asset Purchase Agreement between the Company, Protexx Acquisition
Corporation, a Delaware corporation, Protexx Incorporated, a Delaware corporation
(Protexx), and Peter Letizia, Charles B. Manuel, Jr. and William Tabor, the
Company issued 2.5 million shares of its common stock in the name of Protexx and delivered
such shares to the parties escrow agent to be held in escrow pending the possible
release of such shares as part of the potential earnout to which Protexx may be entitled
under the Purchase Agreement for calendar year 2008. The 2008 earnout was not attained.
For calendar year 2009, Protexx shall have the opportunity to earn an additional Two
Million Two Hundred Fifty Thousand Dollars ($2,250,000) worth of privately issued shares
of WidePoint common stock as part of the earnout for that calendar year. The maximum
number of shares of WidePoint common stock that Protexx shall have the opportunity to earn
for calendar year 2009 shall be equal to the number of shares of WidePoint common stock
that results from Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) divided by
the greater of (x) One Dollar and Twenty-Five Cents ($1.25) or (y) the average
closing sale price of the WidePoint common stock for the twenty (20) trading days
immediately preceding December 31, 2009.

Stock Warrants

On November 1, 2005, the Company
issued a warrant to purchase 54,878 shares of common stock at a price of $0.80 per share
to Hawk Associates as part of a consulting agreement in which Hawk Associates agreed to
act as the Companys investor relations representative. The warrant has a term of 5
years. We are accounting for this award in accordance with EITF 96-18.

On October 27, 2004 and November 22,
2004, the Company issued two warrants to purchase 30,612 shares and 5,556 shares of common
stock at a price of $0.49 and $0.45 per share, respectively, to Liberty Capitol as part of
a consulting agreement in which Liberty Capitol assisted the Company in arranging its
senior debt financing with RBC-Centura Bank. The warrants have a term of 5 years. The
Company used a fair-value option pricing model to value these stock warrants at
approximately $14,291. This value has been reflected as part of stock warrants in the
stockholders equity section of the consolidated balance sheet.

# 7. Segment reporting

Segments are defined by SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information, as
components of a company in which separate financial information is available and is
evaluated by the chief operating decision maker, or a decision making group, in deciding
how to allocate resources and in assessing performance.

Until December 31, 2005 the Company
was comprised of a single segment, which was comprised of our consulting services segment
within our Commercial and Federal Government Marketplaces. As of January 1, 2006, the
Company added a second segment, which consists of PKI credentialing and managed services.
As of January 4, 2008, the Company added a third segment upon the acquisition of iSYS, LLC
for mobile telecom expense management.

Segment operating income consists of
the revenues generated by a segment, less the direct costs of revenue and selling, general
and administrative costs that are incurred directly by the segment. Unallocated corporate
costs include costs related to administrative functions that are performed in a
centralized manner that are not attributable to a particular segment. These administrative
function costs include costs for corporate office support, all office facility costs,
costs relating to accounting and finance, human resources, legal, marketing, information
technology and company-wide business development functions, as well as costs related to
overall corporate management.

16

---

The following table presents
information about reported segments along with the items necessary to reconcile the
segment information to the totals reported in the accompanying consolidated financial
statements:

|                                                                                    | Three Months Ended
March 31,
|----------------------------------------------------------------------------------- | ----------------------------
|
|Mobile Telecom Managed Services:                                                    |                             
|Revenues, net                                                                       |                             
|Income from operations                                                              |                             
|Consulting Services:                                                                |                             
|Revenues                                                                            |                             
|Income from operations                                                              |                             
|PKI Credentialing and Managed Services:                                             |                             
|Revenues                                                                            |                             
|Income (loss) from operations (includes amortization expense of $66,994 and 45,838, |                             
|respectively)                                                                       |                             
|Total Company                                                                       |                             
|Revenues                                                                            |                             
|Operating income (loss) before depreciation expense                                 |                             
|Depreciation expense                                                                |                             
|Interest income (expense), net                                                      |                             
|Income tax expense                                                                  |                             
|Net earnings (loss)                                                                 |                             

(1)    
          Includes $55,269 in amortization expense in cost of sales associated with the
          purchase of ORC, $64,416 in amortization expense in cost of sales associated
          with the purchase of iSYS and $42,206 in amortization expense in cost of sales
          associated with internally developed intangibles, which are not allocated among
          the segments and includes $448,211 in unallocated corporate costs in general and
          administrative expense of which $30,730 is comprised of stock compensation
          expense.

(2)    
          Includes $55,269 in amortization expense in cost of sales associated with the
          purchase of ORC and $100,000 in amortization expense in cost of sales associated
          with the purchase of iSYS, which are not allocated among the segments and
          includes $572,251 in unallocated corporate costs in general and administrative
          expense, of which $371,702 is comprised of stock compensation expense.

17

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# ITEM 2.  MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis
of the financial condition and results of operations of the Company should be read in
conjunction with the financial statements and the notes thereto which appear elsewhere in
this quarterly report and the Companys Annual Report on Form 10-K for the year ended
December 31, 2008.

The information set forth below
includes forward-looking statements. Certain factors that could cause results to differ
materially from those projected in the forward-looking statements are set forth below.
Readers are cautioned not to put undue reliance on forward-looking statements. The Company
disclaims any intent or obligation to update publicly these forward-looking statements,
whether as a result of new information, future events or otherwise.

# Overview

WidePoint Corporation
(WidePoint or the Company) is a technology-based provider of
product and services to both the government sector and commercial markets. WidePoint was
incorporated in Delaware on May 30, 1997. We have grown through the merger of highly
specialized regional IT consulting companies.

Our expertise lies in three business
segments. The three segments offer unique solutions in identity management services
utilizing certificate-based security solutions; wireless telecommunication expense
management systems; and other associated IT consulting services and products in which we
provide specific subject matter expertise in IT Architecture and Planning, Software
Implementation Services, IT Outsourcing, and Forensic Informatics.

WidePoint has three material
operational entities, Operational Research Consultants, Inc. (ORC); iSYS, LLC (iSYS),
which we acquired in January 2008; and WidePoint IL, Inc., operated together with
Protexx Acquisition Corp., doing business as Protexx, which we acquired in July 2008:

ORC specializes in IT integration and
secure authentication processes and software, and providing services to the U.S.
Government. ORC has been at the forefront of implementing Public Key Infrastructure
(PKI) technologies. PKI technology uses a class of algorithms in which a user can
receive two electronic keys, consisting of a public key and a private key, to encrypt any
information and/or communication being transmitted to or from the user within a computer
network and between different computer networks. PKI technology is rapidly becoming the
technology of choice to enable security services within and between different computer
systems utilized by various agencies and departments of the U.S. Government.

iSYS specializes in mobile
telecommunications expense management services, forensic informatics, and information
assurance services, predominantly to various agencies and departments of the U.S.
Government.

Protexx, which was a development
stage company when we acquired it, specializes in identity assurance, and mobile and
wireless data protection products and services.

See Note 7 to the Condensed
Consolidated Financial Statements included in this report for a description of the
operating results for each segment.

We intend to continue to market and
sell our technical capabilities into the governmental and commercial marketplace. Further,
we are continuing to actively search out new synergistic acquisitions that we believe may
further enhance our present base of business and service offerings, which has already been
augmented by our acquisitions of ORC and iSYS, our asset purchase of Protexx, and our
internal growth initiatives.

With the addition of the customer
base and the increase in revenues attributable to our iSYS acquisition, WidePoints
opportunity to leverage and expand further into the federal marketplace has improved
substantially. iSYSs past client successes, top security clearances for their
personnel, and additional breadth of management talent have expanded the Companys
reach into markets that previously were not fully accessible to WidePoint. The Company
intends to continue to leverage the synergies between its newly-acquired operating
subsidiary, and cross sell its technical capabilities into each separate marketplace
serviced by our respective subsidiaries.

18

---

Our revenues and operating results
may vary significantly from quarter-to-quarter, due to revenues earned on contracts, the
number of billable days in a quarter, the timing of the pass-through of other direct
costs, the commencement and completion of contracts during any particular quarter, the
schedule of the government agencies for awarding contracts, the term of each contract that
we have been awarded and general economic conditions. Because a significant portion of our
expenses, such as personnel and facilities costs, are fixed in the short term, successful
contract performance and variation in the volume of activity as well as in the number of
contracts commenced or completed during any quarter may cause significant variations in
operating results from quarter to quarter.

As a result of our acquisitions,
which predominantly operate in the U.S. federal marketplace, we rely upon a larger portion
of our revenues from the federal government directly or as a subcontractor. The federal
governments fiscal year ends September 30. If a budget for the next fiscal year
has not been approved by that date, our clients may have to suspend engagements that we
are working on until a budget has been approved. Such suspensions may cause us to realize
lower revenues in the fourth calendar quarter and/or first quarter of the
governments fiscal year. Further, a change in senior government officials may
negatively affect the rate at which the federal government purchases the services that we
offer.

As a result of the factors above,
period-to-period comparisons of our revenues and operating results may not be meaningful.
These comparisons are not indicators of future performance and no assurances can be given
that quarterly results will not fluctuate, causing a possible material adverse effect on
our operating results and financial condition.

In addition, most of WidePoints
current costs consist primarily of the salaries and benefits paid to WidePoints
technical, marketing and administrative personnel as well as vendor-related costs in
connection with our Mobile Telecom Managed Services. As a result of our plan to expand
WidePoints operations through a combination of internal growth initiatives and
merger and acquisition opportunities, WidePoint expects such costs to
increase.  WidePoints profitability also depends upon both the volume of
services performed and the Companys ability to manage costs.  As a
significant portion of the Companys cost is labor related, WidePoint must
effectively manage these costs to achieve and grow its profitability.  The Company
must also manage our airtime plans and other vendor related offerings under our Mobile
Telecom Managed Services provided to our customers as they also represent a significant
portion of our costs. To date, the Company has attempted to maximize its operating margins
through efficiencies achieved by the use of its proprietary methodologies, and by
offsetting increases in consultant salaries with increases in consultant fees received
from its clients. The uncertainties relating to the ability to achieve and maintain
profitability, obtain additional funding to partially fund the Companys growth
strategy and provide the necessary investment to continue to upgrade its management
reporting systems to meet the continuing demands of the present regulatory changes affect
the comparability of the information reflected in the financial information presented
above.

Our staff consists of business
process and computer specialists who help our government and civilian customers augment
and expand their resident technologic skills and competencies, drive technical innovation,
and help develop and maintain a competitive edge in todays rapidly changing
technological environment in business. Our organization emphasizes an intense commitment
to our people, our customers, and the quality of our solutions offerings. As a services
organization, our customers are our primary focus.

19

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# Results of Operations

Three Months Ended March
31, 2009 as Compared to Three Months Ended March 31, 2008

Revenues, net.Revenues for
the three month period ended March 31, 2009 were approximately $10,135,000 as compared to
approximately $7,151,000 for the three month period ended March 31, 2008. The increase in
revenues was primarily attributable to growth in our Mobile Telecom Managed Services
segment and increases in our PKI managed services segment. We anticipate continued revenue
growth across all three of our business segments as a result of new contracts that were
awarded late in the first quarter and early in the second quarter of 2009.

| |  | Our
Mobile Telecom Managed Services segment experienced revenue growth of approximately
42% from approximately $4,487,000 for the quarter ended March 31, 2008 to approximately
$6,356,000 for the three months ended March 31, 2009. We anticipate that this segment
should continue to increase as the federal agencies continue to adopt the Companys
services under the recent contract award associated with the federal strategic savings
initiative, or FSSI, by the General Services Administration.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our
PKI credentialing and managed services segment experienced revenue growth of
approximately 85% with revenues increasing approximately $649,000 from $759,000 for the
three month period ended March 31, 2008, to $1,408,000 for the three month period ended
March 31, 2009, as a result of various mandates to roll out credential programs to
various agencies and contractors.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our
consulting services segment experienced revenue growth of approximately 25% with revenues
increasing approximately $467,000 from $1,904,000 for the three month period ended March
31, 2008 as compared to approximately $2,371,000 for the three month period ended March
31, 2009, as a result of a leveling and slight rebound we witnessed within our consulting
services segment. We believe this rebound may be erratic quarter to quarter as the
economic environment stabilizes near term and resumes positive growth in the more distant
future.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cost of revenues.Cost of
revenues increased from approximately $6,046,000 (or 85% of revenues) for the three month
period ended March 31, 2008 to approximately $8,092,000 (or 80% of revenues) for the three
month period ended March 31, 2009. The absolute increase in cost of revenues was primarily
attributable to increasing revenues. The decrease in our costs of revenues as a percentage
of revenues was primarily attributable to margin improvements within our PKI and MTEM
segments. We anticipate that cost of sales may continue to decrease on a percentage basis
in the near term as we move beyond the initial start-up phase of recent contract awards
and our product mix of PKI services expands in relation to our other segments.

Gross profit. Gross profit
increased from approximately $1,104,000 (or 15% of revenues) for the three month period
ended March 31, 2008 to approximately $2,043,000 (or 20% of revenues) for the three month
period ended March 31, 2009. The percentage of gross profit was higher in the first
quarter 2009 as compared to the first quarter 2008 predominately as a result of improving
margins that should continue to occur as our incremental fixed portion of costs level out
as we realize a larger revenue base. We anticipate gross profit as a percentage of
revenues may increase in the near term as cost of revenues as a percentage of revenues
decreases due to a greater mix of higher margin services add to revenue growth and higher
costs associated with initial start-up phase contract awards diminish. We believe as
revenues expand in the future there will be periods of variability in margin growth
associated with changes in our product mix.

Sales and marketing. Sales and
marketing expense increased from approximately $166,000 (or 2% of revenues) for the three
month period ended March 31, 2008 to approximately $229,000 (or 2% of revenues) for the
three month period ended March 31, 2009. The increase was materially attributable to the
hiring of additional resources in our sales and marketing department during the
2nd and 3rd quarters of 2008 as well as the licensing of sales and
marketing tools that are part of an initiative to expand our sales and marketing
infrastructure.

General and administrative.
General and administrative expenses decreased from approximately $1,680,000 (or 23% of
revenues) for the three month period ended March 31, 2008 to approximately $1,536,000 (or
15% of revenues) for the three month period ended March 31, 2009. The decrease in general
and administrative expenses for the three months ended March 31, 2009, was primarily
attributable to a decrease in stock compensation expense under SFAS 123R as a result of
options issued to employees in connection with the iSYS acquisition in January 2008.

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Depreciation.           Depreciation
expense increased from approximately $37,000 (or less than 1% of           revenues) for
the three month period ended March 31, 2008 to approximately           $43,000 (or less
than 1% of revenues) for the three month period ended March 31,           2009. The
increase in depreciation expense was primarily attributable to greater           amounts
of depreciable assets.

Interest income. Interest
income decreased from approximately $16,000 (or less than 1% of revenues) for the three
month period ended March 31, 2008 to approximately $14,000 (or less than 1% of revenues)
for the three month period ended March 31, 2009. The decrease in interest income was
primarily attributable to lower short-term interest rates that were available to the
Company on investments in interest bearing accounts.

Interest expense. Interest
expense decreased from approximately $100,000 (or less than 1% of revenues) for the three
month period ended March 31, 2008 to approximately $80,000 (or less than 1% of revenues)
for the three month period ended March 31, 2009. The decrease in interest expense was
primarily attributable to lesser expenses associated with lower debt levels. We anticipate
our interest expense may fall as a result of the March 2009 payoff of the subordinated
debt of approximately $2.1 million dollars which bore an interest rate of 10%.

Income taxes.
Income taxes for the three month period ended March 31, 2009 were approximately
$39,000 as compared to no income taxes for the three month period ended March 31, 2008.
The Company incurred a deferred income tax expense of approximately $39,000 for the three
month period ended March 31, 2009, as a result of the recognition of a deferred tax
liability attributable to the differences in our treatment of the amortization of goodwill
for tax purposes versus book purposes as it relates to our acquisition of iSYS in January
2008. Because the goodwill is not amortized for book purposes but is for tax purposes and
goodwill is considered a permanent asset and not a temporary asset, the related deferred
tax liability cannot be reversed until some indeterminate future period when the goodwill
either becomes impaired, and/or is disposed of.

Net income (loss).As a result
of the above, the net income for the three month period ended March 31, 2009, was
approximately $129,000 as compared to the net loss of approximately $863,000 for the three
months ended March 31, 2008.

# Liquidity and Capital
Resources

The Company has, since inception,
financed its operations and capital expenditures through the sale of preferred and common
stock, seller notes, convertible notes, convertible exchangeable debentures, senior
secured loans and the proceeds from the exercise of the warrants related to a convertible
exchangeable debenture. During 2008 and through the period ended March 31, 2009,
operations were materially financed with working capital, borrowings against the
Companys credit facilities with Cardinal Bank and through the private sale of
securities. During the first quarter of 2009 the Company modified its senior lending
facility with Cardinal Bank which now allows for the Company to borrow up to $5 million at
a rate of prime plus 50 basis points. This lending facility matures on June 1, 2010. The
extended credit facility provides the Company with continuing liquidity to fund the
operations of the business supporting additional contract awards and strategic
opportunities to expand the Companys strategic goals and objectives. Further, on
November 5, 2007, the Company entered into a series of agreements with Protexx, Inc., a
company which WidePoint acquired substantially all of its assets and intellectual property
in July of 2008. These agreements allowed for Protexx, Inc. with approval by WidePoint to
borrow up to $250,000 from WidePoint on an installment basis between November 5, 2007 and
July 31, 2008. The short-term borrowing facility was converted by WidePoint at the time of
the asset purchase of Protexx, Inc. assets and intellectual property.

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Net cash provided by operating
activities for the quarter ended March 31, 2009, was approximately $2.2 million, as compared
to cash provided by operating activities of $2.3 million for the quarter ended March 31,
2008. The decrease in cash generated from operating activities for the quarter ended March
31, 2009, was primarily a result of decreases in accounts receivable, which were
materially due to increased collections as a result of greater billed revenues as compared
to the quarter ended March 31, 2008, and partially offset by increases in accounts payable
and accruals. Increases in revenue growth were contributing factors to these changes.
Net cash used in investing activities for the quarter ended March 31, 2009, was
approximately $19,000, as compared to $4.9 million used in investing activities in the
quarter ended March 31, 2008. The decrease in net cash used in investing activities
primarily reflects the prior year acquisition of iSYS in January 2008 whereas there were
no acquisitions in the first quarter of 2009. Net cash used in financing activities
amounted to approximately $2.2 million in the quarter ended March 31, 2009, as compared to
approximately $3.2 million of net cash provided by financing activities in the quarter ended
March 31, 2008. The decrease in net cash provided by financing activities primarily
reflects the repayment of a note payable issued by the seller in connection with the
acquisition of iSYS, LLC in January 2008. As a result of the Companys capital raise
in 2008, the Company had excess liquidity to absorb this paydown of short-term debt while
still maintaining sufficient levels of capital resources to fund the operations.

As of March 31, 2009, the Company had
a net working capital of approximately $3.0 million. The Companys primary source of
liquidity consists of approximately $4.3 million in cash and cash equivalents and
approximately $7.4 million of accounts receivable and unbilled accounts receivable.
Current liabilities include approximately $6.7 million inaccounts payable and
accrued expenses. The growth in current liabilities during the quarter was materially
associated with timing delays in reconciling certain vendors payments that increased our
accounts payable and accrued expenses.

The Companys business
environment is characterized by rapid technological change, periods of high growth and
contraction and is influenced by material events such as mergers and acquisitions that can
substantially change the Companys outlook.

The Company has embarked upon several
new initiatives to expand revenue growth which has included acquisitions and organic
growth. The Company requires substantial working capital to fund the future growth of its
business, particularly to finance accounts receivable, sales and marketing efforts, and
capital expenditures.

Currently there are no material
commitments for capital expenditures and software development costs. Future capital
requirements will depend on many factors, including the rate of revenue growth, if any,
the timing and extent of spending for new product and service development, technological
changes and market acceptance of the Companys services.

Management believes that its current
cash position is sufficient to meet capital expenditure and working capital requirements
for the near term. However, the growth and technological change of the market make it
difficult to predict future liquidity requirements with certainty. Over the longer term,
the Company must successfully execute its plans to increase revenue and income streams
that will generate significant positive cash flows if it is to sustain adequate liquidity
without impairing growth or requiring the infusion of additional funds from external
sources. Additionally, a major expansion, such as occurred with the acquisition of iSYS or
any other potential new subsidiaries, might require external financing that could include
additional debt or equity capital. The Company added to its working capital during the
second quarter of 2008 by selling shares of its common stock in private transactions. The
approximate $4.1 million in proceeds has bolstered the Companys ability to finance
working capital requirements. There can be no assurance that additional financing, if
required, will be available on acceptable terms, if at all, for future acquisitions and/or
growth initiatives.

# Off-Balance Sheet
Arrangements

The Company has no existing
off-balance sheet arrangements as defined under SEC regulations.

# ITEM 4. CONTROLS AND
PROCEDURES

# Disclosure Controls and
Procedures

We maintain disclosure controls and
procedures designed to provide reasonable assurance that material information required to
be disclosed by us in the reports we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods specified in
the SECs rules and forms, and that the information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure. We performed an
evaluation, under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of the period
covered by this report. Based on the existence of the material weaknesses discussed below
under the heading Material Weaknesses our management, including our Chief
Executive Officer and Chief Financial Officer, concluded that our disclosure controls and
procedures were not effective at the reasonable assurance level as of the end of the
period covered by this report.

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We do not expect that our disclosure
controls and procedures will prevent all errors and all instances of fraud. Disclosure
controls and procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the disclosure controls and
procedures are met. Further, the design of disclosure controls and procedures must reflect
the fact that there are resource constraints, and the benefits must be considered relative
to their costs. Because of the inherent limitations in all disclosure controls and
procedures, no evaluation of disclosure controls and procedures can provide absolute
assurance that we have detected all our control deficiencies and instances of fraud, if
any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions.

# Material Weaknesses

In our Managements Report on
Internal Control Over Financial Reporting included in our Form 10-K for the year ended
December 31, 2008, management concluded that our internal control over financial reporting
was not effective due to the existence of the material weaknesses as of December 31, 2008,
discussed below. A material weakness is a control deficiency, or a combination of control
deficiencies, that results in more than a remote likelihood that a material misstatement
of the annual or interim financial statements will not be prevented or detected.

 Inadequate segregation of
duties within a significant account or process.We did not have appropriate
segregation of duties within our internal controls that would ensure the consistent
application of procedures in our financial reporting process by existing personnel. This
control deficiency could result in a misstatement to substantially all of our financial
statement accounts and disclosures that would result in a material misstatement to the
annual or interim financial statements that would not be prevented or detected.
Accordingly, management has concluded that this control deficiency constitutes a material
weakness.

 Inadequate documentation of
the components of internal control.We did not maintain documented policies and
evidence of compliance with our internal controls that would ensure the consistent
application of procedures in our financial reporting process by existing personnel. This
control deficiency could result in a misstatement to substantially all of our financial
statement accounts and disclosures that would result in a material misstatement to the
annual or interim financial statements that would not be prevented or detected.
Accordingly, management has concluded that this control deficiency constitutes a material
weakness.

 Income Tax Accounting.We engage outside parties to assist us in accounting for income taxes. We have not
implemented an effective review process for accounting for income taxes which could lead
to errors occurring in the amounts and disclosures for income taxes. Accordingly,
management has concluded that this control deficiency constitutes a material weakness.

# Remediation Plan for
Material Weaknesses

The material weaknesses described
above comprise control deficiencies that we discovered in the fourth quarter of fiscal
year 2007 and during the financial close process for fiscal year 2008. Upon our
acquisition of iSYS in January 2008, we further determined that the material
weaknesses described above were also present in iSYS internal controls. We
specifically noted weaknesses associated with the process of recognizing a certain segment
of the iSYS revenue and associated direct costs.

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Beginning and during the fourth
quarter of fiscal 2007, we formulated a remediation plan and initiated remedial action to
address those material weaknesses at WidePoint. During the first quarter of 2008, we
expanded the scope of our remediation plan to address the material weaknesses related to
the internal controls and procedures of iSYS. The elements of the remediation plan are as
follows:

 Inadequate segregation of
duties within a significant account or process.We commenced a thorough review of our
accounting staffs duties and where necessary we have begun segregating such duties
with other personnel.

 Inadequate documentation of
the components of internal control. We commenced a thorough review of our
documentation and where necessary we are putting into place policies and procedures to
document such evidence to comply with our internal control requirements. We are
specifically addressing policies to properly review and recognize a certain segment of the
iSYS revenue and associated direct costs. We have also retained a financial consultant to
assist us in further reviewing and improving our internal control processes.

 Inadequate income
tax accounting review process.We commenced a search and review of outside experts to
assist us in developing an effective review process for accounting for income taxes.

We believe that these measures, if
effectively implemented and maintained, will remediate the material weaknesses discussed
above.

# Changes in Internal
Control Over Financial Reporting

During the first quarter of fiscal
year 2009, we undertook a number of measures to remediate the material weaknesses
discussed above. Those measures, described under Remediation Plan for Material
Weaknesses, undertaken during the first quarter of fiscal year 2009, have
materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

Other than as described above, there
have been no changes in our internal control over financial reporting during the first
quarter of 2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

# PART II  OTHER
INFORMATION

# ITEM 5. OTHER INFORMATION

Effective May 11, 2009, fully-vested
options to purchase 315,000 shares of WidePoint common stock previously issued to Jin Kang
on January 4, 2008 with an exercise price of $0.85 per share were cancelled and new
options were issued to Mr. Kang entitling Mr. Kang to purchase 315,000 shares of WidePoint
common stock at a price of $0.54 per share. All of the newly issued options vested fully
as of the date of grant.

Effective May 11, 2009, fully-vested
options to purchase 50,000 shares of WidePoint common stock previously issued to Ron Oxley
on August 16, 2006 with an exercise price of $2.80 per share were cancelled and new
options were issued to Mr. Oxley entitling Mr. Oxley to purchase 50,000 shares of
WidePoint common stock at a price of $0.54 per share. All of the newly issued options
vested fully as of the date of grant.

Effective May 11, 2009, unvested
options to purchase 250,000 shares of WidePoint common stock previously issued to Mr.
Oxley on July 25, 2008 with an exercise price of $0.81 per share were cancelled and new
options were issued to Mr. Oxley entitling Mr. Oxley to purchase 250,000 shares of
WidePoint common stock at a price of $0.83 per share. Such options shall vest fully on
July 25, 2015; provided that the vesting of such options may be accelerated based on the
achievement of certain performance objectives.

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# ITEM 6. EXHIBITS.

|EXHIBIT |            
|------- | -----------
|NO.     | DESCRIPTION

|31.1 | Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Filed herewith).
|---- | --------------------------------------------------------------------------------------------------------------------

|31.2 | Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Filed herewith).
|---- | --------------------------------------------------------------------------------------------------------------------

|32 | Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Filed herewith).
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------

25

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# SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.

|                    | WIDEPOINT CORPORATION                
|------------------- | -------------------------------------
|Date:  May 15, 2009 | /s/ STEVE L. KOMAR                   
|                    | Steve L. Komar                       
|                    | President and Chief Executive Officer
|Date:  May 15, 2009 | /s/ JAMES T. MCCUBBIN                
|                    | James T. McCubbin                    
|                    | Vice President - Principal Financial 
|                    | and Accounting Officer               

26