LOAN NUMBER	LOAN NAME	ACCT. NUMBER	NOTE DATE	INITIALS
	CL522040275-1	WidePoint 
Corporation		01/02/08	
	NOTE AMOUNT	INDEX (w/Margin)	RATE	MATURITY DATE	LOAN PURPOSE
	$5,000,000.00	Wall Street Journal
Prime plus 0.250%	7.5%	04/30/09	Commercial
			Creditor Use Only		
	








PROMISSORY NOTE
 
(Commercial —Revolving Draw — Variable Rate)
 






DATE AND PARTIES.  The date of this
Promissory Note (Note) is January 2, 2008.  The parties and their addresses are: 




	 	
LENDER: 






	 	
CARDINAL
BANK           
8270 Greensboro Drive          
Suite 500          
McLean, Virginia  22102
         
Telephone:  (703) 584-3430 






	 	
BORROWER: 






	 	
WIDEPOINT
CORPORATION           
a Delaware Corporation          
One Lincoln Centre          
18W140
Butterfield Road, Suite 1100          
Oakbrook Terrace, Illinois 60181 






	 	
WIDEPOINT
IL, INC.          
an Illinois Corporation          
One Lincoln Centre          
18W140
Butterfield Road, Suite 1100          
Oakbrook Terrace, Illinois 60181 






	 	
WP
NBIL, INC.           
an Illinois Corporation          
One Lincoln Centre          
18W140
Butterfield Road, Suite 1100          
Oakbrook Terrace, Illinois 60181 






	 	
CHESAPEAKE
GOVERNMENT TECHNOLOGIES, INC.          
a Delaware Corporation          
One Lincoln Centre
         
18W140 Butterfield Road, Suite 1100          
Oakbrook Terrace, Illinois 60181 






	 	
OPERATIONAL
RESEARCH CONSULTANTS, INC.          
a Virginia Corporation          
11250 Waples Mills,
South Tower          
Suite 250          
Fairfax, Virginia 22030 






	 	
ISYS,
LLC           
a Virginia Limited Liability Company          
One Lincoln Center
         
18W140 Butterfield Road, Suite 1100          
Oakbrook Terrace, Illinois 60181 













	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266022122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 1 














 CONFESSION OF JUDGMENT. I
appoint and authorize Neil I. Title and Julian Karpoff, either of whom may act alone,
1840 Wilson Boulevard, #205, Arlington, VA 22201, attorneys in fact, to appear in the
office of Arlington County Circuit Court, Virginia, to confess judgment against me, in
favor of you, if I default on this agreement. The confession of judgment may be without
process and ONLY for any amount of PRINCIPAL and INTEREST due on this Note.
However, it being understood that the confession of judgement shall only be effective in
such event that Borrower would be in default under this agreement, the Commercial Loan
Agreement, or any other agreement related to or securing the indebtedness evidenced
herein; and it being further understood that said default would be subject to written
notification by Lender to Borrower, and further subject to any response period specified
and allowed by Lender within said notification.  


In this notice, “you” means
the Borrower. IMPORTANT NOTICE: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT WHICH
CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE
CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. 





1.           DEFINITIONS. As
used in this Note, the terms have the following meanings:  



	 	
A.
                    Pronouns. The pronouns “I,” “me,” and “my”                    refer
to each Borrower signing this Note, individually and together with their
                    heirs, successors and assigns, and each other person or legal entity
(including                     guarantors, endorsers, and sureties) who agrees to pay
this Note.                     “You” and “Your” refer to the Lender,
with its participants                     or syndicators, successors and assigns, or any
person or company that acquires                     an interest in the Loan.  






	 	
B.
            Note. Note refers to this document, and any extensions, renewals,
          modifications and substitutions of this Note.  






	 	
C.
            Loan. Loan refers to this transaction generally, including obligations
and           duties arising from the terms of all documents prepared or submitted for
this           transaction such as applications, security agreements, disclosures or
notes, and           this Note.  






	 	
D.
            Property. Property is any property, real, personal or intangible, that
          secures my performance of the obligations of this Loan.  






	 	
E.
            Percent. Rates and rate change limitations are expressed as annualized
          percentages.  






2.                       PROMISE
TO PAY. For value received, I promise to pay you or your order, at
                    your address, or at such other location as you may designate, amounts
advanced                     from time to time under the terms of this Note up to the
maximum outstanding                     principal balance, the lesser of $5,000,000.00
(Principal) or the                     Borrowing Base, plus interest from the date of
disbursement, on the unpaid                     outstanding Principal balance until this
Note matures or this obligation is                     accelerated.  



I may borrow up to the Principal
amount more than one time.  



All advances made will be made
subject to all other terms and conditions of this Loan.  



3.
                      INTEREST. Interest will accrue on the unpaid Principal balance
of this Note                     at the rate of 7.5 percent (Interest Rate) until
January 3, 2008, after                     which time it may change as described in the
Variable Rate subsection.  



	 	
A.
            Interest After Default. If you declare a default under the terms of this
          Loan, including for failure to pay in full at maturity, you may increase the
          Interest Rate payable on the outstanding Principal balance of this Note. In
such           event, interest will accrue on the outstanding Principal balance at the
variable           Interest Rate in effect from time to time, plus an additional 2.000
percent,           until paid in full.  






	 	
B.
            Maximum Interest Amount. Any amount assessed or collected as interest
under           the terms of this Note or obligation will be limited to the Maximum
Lawful           Amount of interest allowed by state or federal law. Amounts collected in
excess           of the Maximum Lawful Amount will be applied first to the unpaid
Principal           balance. Any remainder will be refunded to me.  






	 	
C.
            Statutory Authority. Rate statute for Virginia is not provided yet.  






	 	
D.
            Accrual. During the scheduled term of this Loan interest accrues using an
          Actual/360 days counting method.  






	 	
E.
            Variable Rate. The Interest Rate may change during the term of this
          transaction.  






	 	
(1)
Index. Beginning with the first Change Date, the Interest Rate will be
          based on the following index: the Prime rate as published in the Money Rate
          Section of the Wall Street Journal. When a range of rates have been published,
          the highest rate will be used..  






	 	
The
Current Index is the most recent index figure available on each Change Date. You do not
guaranty by selecting this Index, or the margin, that the Interest Rate on this Note will
be the same rate you charge on any other loans or class of loans you make to me or other
borrowers. If this Index is no longer available, you will substitute a similar index. You
will give me notice of your choice. 





	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266022122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 2 












	 	
(2)
Change Date. Each date on which the Interest Rate may change is called a
          Change Date. The Interest Rate may change January 3, 2008 and daily thereafter.  






	 	
(3)
Calculation Of Change. On each Change Date, you will calculate the Interest
          Rate, which will be the Current Index plus 0.250 percent. The result of this
          calculation will be rounded to the nearest .001 percent. Subject to any
          limitations, this will be the Interest Rate until the next Change Date. The new
          Interest Rate will become effective on each Change Date. The Interest Rate and
          other charges on this Note will never exceed the highest rate or charge allowed
          by law for this Note.  






	 	
(4)
Limitations. The Interest Rate changes are subject to the following
          limitations:  






	 	
(a)
Lifetime. The Interest Rate will never be less than 6.500 percent.  






	 	
(5)
Effect Of Variable Rate. A change in the Interest Rate will have the
          following effect on the payments: The amount of scheduled payments will change.  






4.
                      ADDITIONAL CHARGES. As additional consideration, I agree to
pay, or have                     paid, the fees and charges listed on the APPENDIX: FEES
AND CHARGES, which is                     attached to and made part of this Note. I
understand and agree that some                     payments to third parties as part of
this transaction may also involve money                     retained by you or paid back
to you as commissions or other remuneration.  



5.                       REMEDIAL
CHARGES. In addition to interest or other finance charges, I agree
                    that I will pay these additional fees based on my method and pattern
of payment.                     Additional remedial charges may be described elsewhere in
this Note.  



	 	
A.
            Late Charge. If a payment is more than 10 days late, I will be
          charged 5.000 percent of the Unpaid Portion of Payment. I will pay this
          late charge promptly but only once for each late payment.  






	 	
B.
            Returned Check Charge. I agree to pay a fee not to exceed $32.00 for each
          check, negotiable order of withdrawal or draft I issue in connection with this
          Loan that is returned because it has been dishonored.  






	 	
C.
            Stop Payment. A(n) Stop Payment equal to $30.00.  






6.
                      GOVERNING AGREEMENT. This Note is further governed by the
Commercial Loan                     Agreement executed between you and me as part of this
Loan, as modified, amended                     or supplemented. Upon execution of this
Note, I represent that I have reviewed                     and am in compliance with the
terms contained in the Commercial Loan Agreement.  



7.                       PAYMENT.
I agree to pay all accrued interest on the balance outstanding
                    from time to time in regular payments beginning February 1, 2008,
then on the                     same day of each month thereafter. Any payment scheduled
for a date falling                     beyond the last day of the month, will be due on
the last day. A final payment                     of the entire unpaid outstanding
balance of Principal and interest will be due                     April 30, 2009.  



Payments will be rounded to the
nearest $.01. With the final payment I also agree to pay any additional fees or charges
owing and the amount of any advances you have made to others on my behalf. Payments
scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day
will, instead, be made on the last day of such month.  



Interest payments will be applied
first to any charges I owe other than late charges, then to accrued, but unpaid interest,
then to late charges. Principal payments will be applied first to the outstanding
Principal balance, then to any late charges. If you and I agree to a different
application of payments, we will describe our agreement on this Note. The actual amount
of my final payment will depend on my payment record.  



8.
                      PREPAYMENT. I may prepay this Loan in full or in part at any
time. Any                     partial prepayment will not excuse any later scheduled
payments until I pay in                     full.  



9.                       LOAN
PURPOSE. The purpose of this Loan is working capital line of credit.  



10.
                      ADDITIONAL TERMS. The following additional terms are
incorporated herein:  



PRIOR OBLIGATION. This agreement is
a refinance and modification of the indebtedness evidenced by that certain Promissory
Note from WidePoint Corporation, Widepoint IL, Inc., WP NBIL, Inc., Chesapeake Government
Technologies, Inc., and Operational Research Consultants, Inc. (the “Prior Borrower”)
to Lender dated August 16, 2007 in the principal amount of $2,000,000.00.  



LOAN AGREEMENT. This agreement is
subject to that certain Commercial Loan Agreement between Borrower and Lender dated
January 2, 2008, all terms and conditions of which, notwithstanding anything herein to
the contrary, are incorporated and made a part herein.  



ADDITIONAL INTEREST RATE CONDITIONS.
 The Variable Rate terms described herein will be subject to certain additional
conditions as follows: 



In the paragraph entitled “(3)
Calculation of Change”, under sub-section “E. Variable Rate” of section
“3. Interest”, the calculation of each interest rate change is described as
“...the Current Index plus 0.250 percent...". The value of “plus
0.250 percent” (hereinafter, the “Interest Margin”) shall be adjusted under
certain conditions as described below: 


	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266022122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 3 












	 	(a) 	The
Interest Margin shall be modified to a value of “plus 0.000%           percent” if
the following conditions are met, subject to the documentation           and review
judged to be satisfactory by the Lender: (i) Combined EBITDA (as           defined in the
Commercial Loan Agreement) for the Borrower is equal to or           greater than
$300,000.00 as measured for the quarter ending December 31, 2007;           (ii) The
Tangible Net Worth (as defined in the Commercial Loan Agreement) of the
          Borrower is equal to or greater than $750,000.00 for the Borrower as measured
          immediately upon the Prior Borrower’s acquisition of iSYS, LLC. The
          effective date of such modification shall be as of the date Lender is in
receipt           of such financial information of Borrower that would allow Lender to
make the           above determinations. 






	 	(b) 	The
Interest Margin shall be modified to a value of “minus 0.250%           percent” if
the following conditions are met, subject to the documentation           and review
judged to be satisfactory by the Lender: (i) The ratio of Debt to           EBITDA (as
defined in the Commercial Loan Agreement) for the Borrower is no           greater than
4.0:1.0 as measured for the six month period ending June 30, 2008;           (ii) The
Debt Service Coverage ratio (as defined in the Commercial Loan           Agreement) for
the Borrower is equal to or greater than 1.50:1.0 as measured for           the six month
period ending June 30, 2008; (iii) The Tangible Net Worth (as           defined in the
Commercial Loan Agreement) of the Borrower is equal to or greater           than
$1,500,000.00 for the Borrower as measured for the fiscal period ending           June
30, 2008; and (iv) The Current Ratio (as defined in the Commercial Loan
          Agreement) of the Borrower is equal to or greater than 1.0:1.0 as measured at
          the fiscal period ending June 30, 2008. The effective date of such modification
          shall be as of the date Lender is in receipt of such financial information of
          Borrower that would allow Lender to make the above determinations. 






11.           SECURITY. This
Loan is secured by separate security instruments prepared           together with this
Note as follows:  



	Document Name	Parties to Document
	
Security Agreement	Borrower





 12.
                      ASSUMPTIONS. Someone buying the Property cannot assume the
obligation.                     Except as otherwise approved in writing by the Lender in
advance, you may                     declare the entire balance of the Note to be
immediately due and payable upon                     the creation of, or contract for the
creation of, any lien, encumbrance, or                     transfer of the Property.
However, I may sell or similarly dispose of any                     Property that is
inventory.  



13.                       WAIVERS
AND CONSENT. To the extent not prohibited by law, I waive protest,
                    presentment for payment, demand, notice of acceleration, notice of
intent to                     accelerate and notice of dishonor.  



	 	
A.
                    Additional Waivers By Borrower. In addition, I, and any party to
this Note                     and Loan, to the extent permitted by law, consent to
certain actions you may                     take, and generally waive defenses that may
be available based on these actions                     or based on the status of a party
to this Note.  






	 	
(1)
You may renew or extend payments on this Note, regardless of the number of
          such renewals or extensions.  






	 	
(2)
You may release any Borrower, endorser, guarantor, surety, accommodation
          maker or any other co-signer.  






	 	
(3)
You may release, substitute or impair any Property securing this Note.  






	 	
(4)
You, or any institution participating in this Note, may invoke your right
          of set-off.  






	 	
(5)
You may enter into any sales, repurchases or participations of this Note to
          any person in any amounts and I waive notice of such sales, repurchases or
          participations.  






	 	
(6)
I agree that any of us signing this Note as a Borrower is authorized to
          modify the terms of this Note or any instrument securing, guarantying or
          relating to this Note.  






	 	
B.
            No Waiver By Lender. Your course of dealing, or your forbearance from, or
          delay in, the exercise of any of your rights, remedies, privileges or right to
          insist upon my strict performance of any provisions contained in this Note, or
          other Loan documents, shall not be construed as a waiver by you, unless any
such           waiver is in writing and is signed by you.  






14.
                      APPLICABLE LAW. This Note is governed by the laws of Virginia,
the United                     States of America and to the extent required, by the laws
of the jurisdiction                     where the Property is located. In the event of a
dispute, the exclusive forum,                     venue and place of jurisdiction will be
in Virginia, unless otherwise required                     by law.  



15.                       JOINT
AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay this
                    Loan is independent of the obligation of any other person who has
also agreed to                     pay it. You may sue me alone, or anyone else who is
obligated on this Loan, or                     any number of us together, to collect this
Loan. Extending this Loan or new                     obligations under this Loan, will
not affect my duty under this Loan and I will                     still be obligated to
pay this Loan. The duties and benefits of this Loan will                     bind and
benefit the successors and assigns of you and me.  



	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266022122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 4 











16.
                      AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be
amended or                     modified by oral agreement. No amendment or modification
of this Note is                     effective unless made in writing and executed by you
and me. This Note is the                     complete and final expression of the
agreement. If any provision of this Note is                     unenforceable, then the
unenforceable provision will be severed and the                     remaining provisions
will still be enforceable.  



17.
                      INTERPRETATION. Whenever used, the singular includes the plural
and the                     plural includes the singular. The section headings are for
convenience only and                     are not to be used to interpret or define the
terms of this Note.  



18.                       NOTICE,
FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise
                    required by law, any notice will be given by delivering it or mailing
it by                     first class mail to the appropriate party’s address listed
in the DATE AND                     PARTIES section, or to any other address designated
in writing. Notice to one                     party will be deemed to be notice to all
parties. I will inform you in writing                     of any change in my name,
address or other application information. I agree to                     sign, deliver,
and file any additional documents or certifications that you may
                    consider necessary to perfect, continue, and preserve my obligations
under this                     Loan and to confirm your lien status on any Property. Time
is of the essence.  



19.                       CREDIT
INFORMATION. I agree to supply you with whatever information you
                    reasonably feel you need to decide whether to continue this Loan. You
will make                     requests for this information without undue frequency, and
will give me                     reasonable time in which to supply the information.  



20.                       ERRORS
AND OMISSIONS. I agree, if requested by you, to fully cooperate in
                    the correction, if necessary, in the reasonable discretion of you of
any and all                     loan closing documents so that all documents accurately
describe the loan                     between you and me. I agree to assume all costs
including by way of illustration                     and not limitation, actual expenses,
legal fees and marketing losses for failing                     to reasonably comply with
your requests within thirty (30) days.  



21.
                      SIGNATURES. By signing under seal, I agree to the terms
contained in this                     Note. I also acknowledge receipt of a copy of this
Note.  



BORROWER SIGNATURES 



WidePoint Corporation 



By_________________________________
(Seal)
    James T. McCubbin, Vice President 



ACKNOWLEDGMENT (REQUIRED FOR
CONFESSION OF JUDGMENT): 
(Business or Entity) 



COMMONWEALTH OF ________________,
COUNTY (OR CITY) OF ________________ ss. 



This instrument was acknowledged
before me this _____________ day of ____________________, _____________ by Authorized Signer
— of WidePoint Corporation a Delaware corporation, on behalf of the corporation. 



Notary
Public: __________________________ 



Registration
Number: _________________    My Commission Expires: ________________ 








	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266022122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 5 












BORROWER SIGNATURES
(continued) 



Widepoint IL, Inc. 



By_________________________________
(Seal)
    James T. McCubbin, Vice President 



ACKNOWLEDGMENT (REQUIRED FOR
CONFESSION OF JUDGMENT): 
(Business or Entity) 



COMMONWEALTH OF ________________,
COUNTY (OR CITY) OF ________________ ss. 



This instrument was acknowledged
before me this _____________ day of ____________________, _____________ by Authorized Signer
— of Widepoint IL, Inc. an Illinois corporation, on behalf of the corporation. 



Notary
Public: __________________________ 



Registration
Number: _________________     My Commission Expires: ________________ 



WP NBIL, Inc. 



By_________________________________
(Seal)
    James T. McCubbin, Vice President  



ACKNOWLEDGMENT (REQUIRED FOR
CONFESSION OF JUDGMENT): 
(Business or Entity) 



COMMONWEALTH OF ________________,
COUNTY (OR CITY) OF ________________ ss. 



This instrument was acknowledged
before me this _____________ day of ____________________, _____________ by Authorized Signer
— of WP NBIL, Inc. an Illinois corporation, on behalf of the corporation. 



Notary
Public: __________________________ 



Registration
Number: _________________     My Commission Expires: ________________ 



Chesapeake Government
Technologies, Inc. 



By_________________________________
(Seal)
    James T. McCubbin, Vice President  



ACKNOWLEDGMENT (REQUIRED FOR
CONFESSION OF JUDGMENT): 
(Business or Entity) 



COMMONWEALTH OF ________________,
COUNTY (OR CITY) OF ________________ ss. 



This instrument was acknowledged
before me this _____________ day of ____________________, _____________ by Authorized Signer
— of Chesapeake Government Technologies, Inc. a Delaware corporation, on behalf of
the corporation. 



Notary
Public: __________________________       Registration Number: _________________ 



My Commission
Expires: ________________ 



	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266022122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 6 











BORROWER SIGNATURES
(continued) 



Operational Research
Consultants, Inc. 



By_________________________________
(Seal)
    James T. McCubbin, Vice President 



ACKNOWLEDGMENT (REQUIRED FOR
CONFESSION OF JUDGMENT): 
(Business or Entity) 



COMMONWEALTH OF ________________,
COUNTY (OR CITY) OF ________________ ss. 



This instrument was acknowledged
before me this _____________ day of ____________________, _____________ by Authorized Signer
— of Operational Research Consultants, Inc. a Virginia corporation, on behalf of the
corporation. 



Notary
Public:__________________________      Registration Number:_________________ 



My Commission Expires:
________________ 









iSYS, LLC 



By_________________________________
(Seal)
    James T. McCubbin, Vice President  



ACKNOWLEDGMENT (REQUIRED FOR
CONFESSION OF JUDGMENT): 
(Business or Entity) 



COMMONWEALTH OF ________________,
COUNTY (OR CITY) OF ________________ ss. 



This instrument was acknowledged
before me this _____________ day of ____________________, _____________ by Authorized Signer
— of iSYS, LLC a Limited Liability Company on behalf of the Limited Liability
Company. 



Notary
Public: __________________________       Registration Number: _________________ 



My Commission
Expires: ________________ 








	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266022122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 7 











APPENDIX: FEES AND
CHARGES 



As described in the ADDITIONAL
CHARGES section of the attached Note, I agree to pay, or have paid, these additional fees
and charges.  



Nonrefundable Fees and Charges. The
following fees are earned when collected and will not be refunded if I prepay this Note
before the scheduled maturity date.  



	 	
Commitment. A(n)
Commitment fee of $5,000.00 payable from separate funds on or before           today’s
date.  






	 	
Administration
(monthly). A(n) Administration (monthly) fee of $250.00 payable from separate funds on or
before today’s date.  






I understand and agree that some
payments to third parties as part of this transaction may also involve money retained by
you or paid back to you as commissions or other remuneration.  













	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266022122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 7