LOAN NUMBER	LOAN NAME	ACCT. NUMBER	AGREEMENT 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		
	








COMMERCIAL LOAN
AGREEMENT  
Accounts Receivable and/or Inventory Financing  



     



DATE AND PARTIES.  The date of this
 Commercial  Loan  Agreement  (Agreement) is January 2, 2008. The parties and  their
addresses are as follows: 




	 	
LENDER: 


 



	 	
CARDINAL
BANK           
8270 Greensboro Drive          
Suite 500          
McLean, Virginia  22102 






	 	
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 










1.                 DEFINITIONS.
 For the purposes of this Agreement, the following terms have           the following
meanings.  



	

	WidePoint Corporation	 	 
	Virginia Commercial Loan Agreement		Initials 
			_____ 
	VA/4HancockD007252000042660221220707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 1 











	 	
A.
                      Accounting Terms. In this Agreement, any accounting terms that
are not                     specifically defined will have their customary meanings under
generally accepted                     accounting principles.  


 



	 	
B.
                      Insiders. Insiders include those defined as insiders by the
United States                     Bankruptcy Code, as amended; or to the extent left
undefined, include without                     limitation any officer, employee,
stockholder or member, director, partner, or                     any immediate family
member of any of the foregoing, or any person or entity                     which,
directly or indirectly, controls, is controlled by or is under common
                    control with me.  


 



	 	
C.
                      Loan. The Loan refers to this transaction generally, including
obligations                     and duties arising from the terms of all documents
prepared or submitted for                     this transaction.  






	 	
D.
                      Pronouns. The pronouns “I”, “me” and “my”                    refer
to every Borrower signing this Agreement, individually or together, and
                    their heirs, successors and assigns. “You” and “your” refers
                    to the Loan’s lender, any participants or syndicators, or any
person or                     company that acquires an interest in the Loan and their
successors and assigns.  


 



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


 



	 	
F.
                      Asset-Based Financing Definitions. For the purposes of this
Agreement, the                     following terms will have the following meanings.  






	 	
(1) Account Debtors. Account Debtors are persons who are obligated on the
          Accounts Receivable.  


 



	 	
(2)
 Account Guarantors. Account Guarantors are persons who have guarantied
          certain Accounts Receivable.  


 



	 	
(3)
 Accounts Receivable. Accounts Receivable will include all of the following.  


 



	 	
(a)
 Accounts and Other Rights to Payment. All rights I have now or in the
          future to payments including, but not limited to, payment for goods and other
          property sold or leased or for services rendered, whether or not I have earned
          such payment by performance. This includes any rights and interests (including
          all guaranties, standby letters of credit, liens and security interests) which
I           may have by law or agreement against any Account Debtor.  


 



	 	
(b)
 General Intangibles. All general intangibles including, but not limited to,
          tax refunds, applications for patents, patents, copyrights, trademarks, trade
          secrets, good will, trade names, customer lists, permits and franchises, and
the           right to use my name.  


 



	 	
(c)
 Proceeds. All proceeds from the disposition or collection of Accounts
          Receivable.  


 



	 	
(4)
 Eligible Accounts Receivable. Eligible Accounts Receivable include all of
          my Accounts Receivable that are and continue to be acceptable to you in all
          respects. Criteria for eligibility may be revised by you at any time. Eligible
          Accounts Receivable exclude all of the following Accounts Receivable: the
entire           balance of any Accounts Receivable that has been due and owing for more
than 90           days from the invoice dates; all of the remaining Accounts Receivable
owed by an           Account Debtor when this Account Debtor is overdue on one account;
and those           which you in your sole discretion disqualify as an Eligible Account.
Except in           such case where Accounts Receivable are disqualified in relation to
payments not           received within 90 days of the invoice date, Lender shall provide
written           notification to Borrower prior to revising the criteria for
eligibility, or           prior to otherwise disqualifying Accounts Receivable.  


 



	 	
(5)
 Inventory. Inventory includes all inventory which I hold for ultimate sale
          or lease, or which has been or will be supplied under contracts of service, or
          which are raw materials, work in process, or materials used or consumed in my
          business.  


 



	 	
(6)
 Eligible Inventory. Eligible Inventory includes all of my Inventory that is
          and continues to be acceptable to you in all respects. Criteria for eligibility
          may be revised by you at any time. Eligible Inventory excludes all Inventory
          that I do not own or that is subject to a competing claim, lien or encumbrance
          or that which you in your sole discretion disqualify as Eligible Inventory.  


 



	 	
(7)
 Value of Eligible Inventory. The Value of Eligible Inventory is the lower
          of the Eligible Inventory’s cost or fair market value as determined by
          consistently applied generally accepted accounting principles under the and any
          additional written valuation guidelines you provide me.  


 



	 	
(8)
 Overadvance. An Overadvance is made when advances exceed the maximum
          outstanding Principal balance.  






2.           ADVANCES. Advances
under this Agreement are made according to the following           terms and conditions.  



	 	
A.
                      Asset Based Financing — Revolving Draw. In accordance with
the terms                     of this Agreement and other Loan documents, you will
provide me with a revolving                     draw note and the maximum outstanding
principal balance will be the lesser of                     $5,000,000.00 (Principal) or
the Borrowing Base. The Borrowing Base is the sum                     of the following
amounts.  


 



	 	
(1)
 80 percent of Eligible Accounts Receivable.  


 



	 	
(2)
 0.00 percent of the Value of Eligible Inventory, not to exceed $0.00.  


 



	 	
As
long as I owe any amounts to you under the Loan, I will calculate this Borrowing Base as
of the close of my business day at the end of each month, and within 10 busines days, and
I will provide you with a Borrowing Base Certificate containing an assignment of any
Accounts Receivable and Inventory. The Borrowing Base Certificate will be in form and
substance acceptable to you, will contain my Borrowing Base calculation and will be
certified and signed by me or my officer. My calculation of my Borrowing Base is subject
to your confirmation or redetermination. Your calculation of the Borrowing Base will be
the final determination when your calculation of the Borrowing Base ratio differs from
mine.  






	

	WidePoint Corporation	 	 
	Virginia Commercial Loan Agreement		Initials 
			_____ 
	VA/4HancockD007252000042660221220707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 2 











	 	
B.
                      Requests for Advances. My requests are a warranty that I am in
compliance                     with all the Loan documents. When required by you for a
particular method of                     advance, my requests for an advance must specify
the requested amount and the                     date and be accompanied with any
agreements, documents, and instruments that you                     require for the Loan.
Any payment by you of any check, share draft or other                     charge may, at
your option, constitute an advance on the Loan to me. All                     advances
will be made in United States dollars. I will indemnify you and hold
                    you harmless for your reliance on any request for advances that you
reasonably                     believe to be genuine. To the extent permitted by law, I
will indemnify you and                     hold you harmless when the person making any
request represents that I                     authorized this person to request an
advance even when this person is                     unauthorized or this person’s
signature is not genuine.  


 



	 	
I
or anyone I authorize to act on my behalf may request advances by the following methods.  


 



	 	
(1)
 I make a request in person.  






	 	
(2)
 I make a request by phone.  


 



	 	
(3)
 I make a request by mail.  


 



	 	
(4)
 I make a request by fax. or otherwise designate in writing circumstances
          for which advances will be made.  


 



	 	
C.
                      Advance Limitations. In addition to any other Loan conditions,
requests                     for, and access to, advances are subject to the following
limitations.  


 



	 	
(1)
 Discretionary Advances. You will make all Loan advances at your sole
          discretion.  


 



	 	
(2)
 Advance Amount. Subject to the terms and conditions contained in this
          Agreement, advances will be made in exactly the amount I request.  


 



	 	
(3)
 Disbursement of Advances. On my fulfillment of this Agreement’s terms
          and conditions, you will disburse the advance in any manner as you and I agree.  


 



	 	
(4)
 Credit Limit. I understand that you will not ordinarily grant a request for
          an advance that would cause the unpaid principal of my Loan to be greater than
          the Principal limit. You may, at your option, grant such a request without
          obligating yourselves to do so in the future.  


 



	 	
(5)
 Records. Your records will be conclusive evidence as to the amount of
          advances, the Loan’s unpaid principal balances and the accrued interest.  


 



	 	
(6)
 Repayment Of Overadvances. I will pay any Overadvances in addition to my
          regularly scheduled payments. I will repay any Overadvance by repaying you in
          full within one day after the Overadvance occurs, except I may repay an
          Overadvance of $100.00 or less within 3 days if the outstanding Principal
          balance, including the excess, does not exceed the liquidation value of
Accounts           Receivable and Inventory and the Overadvance resulted from you
declaring           ineligible previously Eligible Accounts Receivable and Inventory.
Otherwise, I           will repay any Overadvance by making periodic payments to you as
you request.  


 



	 	
D.
                      Conditions. I will satisfy all of the following conditions
before you                     either issue any promissory notes or make any advances
under this Agreement.  


 



	 	
(1)
 No Default. There has not been a default under this Agreement or other Loan
          documents nor would a default result from making the Loan or any advance.  


 



	 	
(2)
Information. You have received all documents, information, certifications
          and warranties as you may require, all properly executed, if appropriate, on
          forms acceptable to you. This includes, but is not limited to, the documents
and           other items listed in the Loan Checklist Report which is hereby
incorporated by           reference into this Agreement.  


 



	 	
(3)
 Inspections. You have made all inspections that you consider necessary and
          are satisfied with this inspection.  


 



	 	
(4)
 Conditions and Covenants. I will have performed and complied with all
          conditions required for an advance and all covenants in this Agreement and any
          other Loan documents.  


 



	 	
(5)
 Warranties and Representations. The warranties and representations
          contained in this Agreement are true and correct at the time of making the
          requested advance.  


 



	 	
(6)
 Financial Statements. My most recent financial statements, Inventory or
          Accounts Receivable schedules and other financial reports, delivered to you,
are           current, complete, true and accurate in all material respects and fairly
          represent my financial condition.  


 



	 	
(7)
 Bankruptcy Proceedings. No proceeding under the United States Bankruptcy
          Code has been commenced by or against me or any of my affiliates.  






3.                       DEMAND.
 I will repay the Loan by April 30, 2009, which is the current
                    maturity date of the Loan, subject to any renewal or extension of
this maturity                     by the Lender.  



4.
                      WARRANTIES AND REPRESENTATIONS. I make to you the following
warranties and                     representations which will continue as long as this
Loan is in effect, except                     when this Agreement provides otherwise.  



	 	
A.
                      Power. I am duly organized, and validly existing and in good
standing in                     all jurisdictions in which I operate. I have the power
and authority to enter                     into this transaction and to carry on my
business or activity as it is now being                     conducted and, as applicable,
am qualified to do so in each jurisdiction in                     which I operate.  





	

	WidePoint Corporation	 	 
	Virginia Commercial Loan Agreement		Initials 
			_____ 
	VA/4HancockD007252000042660221220707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 3 












	 	
B.
                      Authority. The execution, delivery and performance of this Loan
and the                     obligation evidenced by the Note are within my powers, have
been duly                     authorized, have received all necessary governmental
approval, will not violate                     any provision of law, or order of court or
governmental agency, and will not                     violate any agreement to which I am
a party or to which I am or any of my                     property is subject.  






	 	
C.
                      Name and Place of Business. Other than previously disclosed in
writing to                     you I have not changed my name or principal place of
business within the last 10                     years and have not used any other trade
or fictitious name. Without your prior                     written consent, I do not and
will not use any other name and will preserve my                     existing name, trade
names and franchises.  






	 	
D.
                      Loan Purpose. This Loan is for Commercial purposes.  






	 	
E.
                      No Other Liens. I own or lease all property that I need to
conduct my                     business and activities. I have good and marketable title
to all property that I                     own or lease. All of my Property is free and
clear of all liens, security                     interests, encumbrances and other
adverse claims and interests, except those to                     you or those you
consent to in writing.  






	 	
F.
                      Compliance With Laws. I am not violating any laws, regulations,
rules,                     orders, judgments or decrees applicable to me or my property,
except for those                     which I am challenging in good faith through proper
proceedings after providing                     adequate reserves to fully pay the claim
and its challenge should I lose.  






5.
                      FINANCIAL STATEMENTS. I will prepare and maintain my financial
records                     using consistently applied generally accepted accounting
principles then in                     effect. I will provide you with financial
information in a form that you accept                     and under the following terms.  



	 	
A.
                      Certification. I represent and warrant that any financial
statements that I                     provide you fairly represents my financial
condition for the stated periods, is                     current, complete, true and
accurate in all material respects, includes all of                     my direct or
contingent liabilities and there has been no material adverse                     change
in my financial condition, operations or business since the date the
                    financial information was prepared.  






	 	
B.
                      Frequency. Annually, I will provide to you my financial
statements, tax                     returns, annual internal audit   reports or those
prepared by independent accountants as soon as available or at least within 120 days
after the close of each of my fiscal years. Any annual financial statements that I
provide you will be audited statements.  






	 	
(1)
 Interim Financial Reports. Each fiscal quarter, I will provide to you my
          financial statements, internal audit reports or those prepared by independent
          accountants, tax reports, statements of cash flow, budgets and forecasts,
          certificates and schedules of Property as soon as available or at least within
          60 days after the close of this business period. Any interim financial
          statements that I provide you will be certified for the purposes of 10Q
          financial reporting.  






	 	
(2)
 Inventory Schedule. Each month (reporting period), I will provide you with
          an Inventory schedule within 20 days after the end of this reporting period or
          with the frequency and promptness you otherwise request. The Inventory schedule
          will list the cost and wholesale value of all Inventory and all Eligible
          Inventory. The Inventory schedule will also identify whether a bailee has
          possession of the Inventory and whether the Inventory is represented by a
          warehouse receipt, bill of lading or similar documents or instruments. The
          Inventory schedule will identify the Accounts Receivable, contracts,
collections           and property relating to the Inventory.  






	 	
(3)
 Accounts Receivable Schedule. Each month (reporting period), I will provide
          you with an Accounts Receivable schedule within 10 days after the end of this
          reporting period or with the frequency and promptness you otherwise request.
The           Accounts Receivable schedule will assign the Accounts Receivable to you and
will           list the Account Debtor’s name, address, phone number and amounts and
dates           due, documents and instruments evidencing and creating the account and
aged           reports of the Accounts Receivable. At your request, I will also include
copies           of customers’ invoices, evidence of shipment or delivery and any
other           information that you request.  






	 	
C.
                      Requested Information. I will provide you with any other
information about                     my operations, financial affairs and condition
within 30 days after your                     request.  






6.
                      COVENANTS. Until the Loan and all related debts, liabilities
and                     obligations are paid and discharged, I will comply with the
following terms,                     unless you waive compliance in writing.  



	 	
A.
                      Participation. I consent to you participating or syndicating
the Loan and                     sharing any information that you decide is necessary
about me and the Loan with                     the other participants or syndicators.  






	 	
B.
                      Inspection. Upon reasonable notice, I will permit you or your
agents to                     enter any of my premises and any location where my Property
is located during                     regular business hours to do the following.  






	 	
(1)
 You may inspect, audit, check, review and obtain copies from my books,
          records, journals, orders, receipts, and any correspondence and other business
          related data.  






	 	
(2)
 You may discuss my affairs, finances and business with any one who provides
          you with evidence that they are a creditor of mine, the sufficiency of which
          will be subject to your sole discretion.  






	 	
(3)
 You may inspect my Property, audit for the use and disposition of the
          Property’s proceeds and proceeds of proceeds; or do whatever you decide is
          necessary to preserve and protect the Property and your interest in the
          Property.  






	

	WidePoint Corporation	 	 
	Virginia Commercial Loan Agreement		Initials 
			_____ 
	VA/4HancockD007252000042660221220707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 4 











	 	
After
prior notice to me, you may discuss my financial condition and business operations with
my independent accountants, if any, or my chief financial officer and I may be present
during these discussions. As long as the Loan is outstanding, I will direct all of my
accountants and auditors to permit you to examine my records in their possession and to
make copies of these records. You will use your best efforts to maintain the
confidentiality of the information you or your agents obtain, except you may provide your
regulator, if any, with required information about my financial condition, operation and
business or that of my parent, subsidiaries or affiliates.  






	 	
C.
                      Business Requirements. I will preserve and maintain my present
existence                     and good standing in the jurisdiction where I am organized
and all of my rights,                     privileges and franchises. I will do all that
is needed or required to continue                     my business or activities as
presently conducted, by obtaining licenses, permits                     and bonds
everywhere I engage in business or activities or own, lease or locate
                    my property. I will obtain your prior written consent before I cease
my business                     or before I engage in any new line of business that is
materially different from                     my present business.  






	 	
D.
                      Compliance with Laws. I will not violate any laws, regulations,
rules,                     orders, judgments or decrees applicable to me or my Property,
except for those                     which I challenge in good faith through proper
proceedings after providing                     adequate reserves to fully pay the claim
and its appeal should I lose. Laws                     include without limitation the
Federal Fair Labor Standards Act requirements for                     producing goods,
the federal Employee Retirement Income Security Act of                     1974‘s
requirements for the establishment, funding and management of
                    qualified deferred compensation plans for employees, health and
safety laws,                     environmental laws, tax laws, licensing and permit laws.
On your request, I will                     provide you with written evidence that I have
fully and timely paid my taxes,                     assessments and other governmental
charges levied or imposed on me, my income or                     profits and my
property. Taxes include without limitation sales taxes, use                     taxes,
personal property taxes, documentary stamp taxes, recordation taxes,
                    franchise taxes, income taxes, withholding taxes, FICA taxes and
unemployment                     taxes. I will adequately provide for the payment of
these taxes, assessments and                     other charges that have accrued but are
not yet due and payable.  






	 	
E.
                      New Organizations. I will obtain your written consent and any
necessary                     changes to the Loan documents before I organize or
participate in the                     organization of any entity, merge into or
consolidate with any one, permit any                     one else to merge into me,
acquire all or substantially all of the assets of any                     one else or
otherwise materially change my legal structure, management,                     ownership
or financial condition.  






	 	
F.
                      Other Liabilities. I will not incur, assume or permit any debt
evidenced by                     notes, bonds or similar obligations, except in the
following allowable                     circumstances: debt in existence on the date of
this Agreement and fully                     disclosed to you; debt subordinated in
payment to you on conditions and terms                     acceptable to you; accounts
payable incurred in the ordinary course of my                     business and paid under
customary trade terms or contested in good faith with                     reserves
satisfactory to you, and any other debt so requested by the Borrower
                    for which written approval is provided in advance by the Lender.  






	 	
G.
                      Notice to You. I will promptly notify you of any material
change in my                     financial condition, of the occurrence of a default
under the terms of this                     Agreement, or a default by me under any
agreement between me and any third party                     which materially and
adversely affects my property, operations, financial                     condition or
business.  






	 	
H.
                      Dispose of No Assets. Without your prior written consent or as
the Loan                     documents permit, I will not sell, lease, assign, transfer,
dispose of or                     otherwise distribute all or substantially all of my
assets to any person other                     than in the ordinary course of business
for the assets’ depreciated book                     value or more.  






	 	
I.
                      Insurance. I will obtain and maintain insurance with insurers,
in amounts                     and coverages that are acceptable to you and customary
with industry practice.                     This may include without limitation insurance
policies for public liability,                     fire, hazard and extended risk,
workers compensation, and, at your request,                     business interruption
and/or rent loss insurance. At your request, I will                     deliver to you
certified copies of all of these insurance policies, binders or
                    certificates. I will obtain and maintain a mortgagee or loss payee
endorsement                     for you when these endorsements are available. I will
immediately notify you of                     cancellation or termination of insurance. I
will require all insurance policies                     to provide you with at least 10
days prior written notice to you of cancellation                     or modification. I
consent to you using or disclosing information relative to                     any
contract of insurance required by the Loan for the purpose of replacing this
                    insurance. I also authorize my insurer and you to exchange all
relevant                     information related to any contract of insurance required by
any document                     executed as part of this Loan.  






	 	
J.
                      Property Maintenance. I will keep all tangible and intangible
property that                     I consider necessary or useful in my business in good
working condition by                     making all needed repairs, replacements and
improvements and by making all                     rental, lease or other payments due on
this property.  






	 	
K.
                      Property Loss. I will immediately notify you, and the insurance
company                     when appropriate, of any material casualty, loss or
depreciation to the Property                     or to my other property that affects my
business.  






	 	
L.
                      Minimum Current Ratio. I will maintain at all times a ratio of
current                     assets to current liabilities, determined under consistently
applied generally                     accepted accounting principles, of 1.0:1 or more.  






	 	
M.
                      Additional Covenants. The following additional terms are
incorporated                     herein.  






	

	WidePoint Corporation	 	 
	Virginia Commercial Loan Agreement		Initials 
			_____ 
	VA/4HancockD007252000042660221220707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 5 











	 	
BORROWING
BASE (ADVANCES) and DIRECT ASSIGNMENT OF CONTRACTS. The sum of the Borrowing Base defined
herein in the section entitled “2.ADVANCES” is amended to include the
following: “(3) 90 percent of those Eligible Accounts Receivable related to payments
due under contracts with the Unites States Government for which the Borrower is the
primary contractor, provided such contracts have been assigned, as such may be
assignable, to the Lender in full compliance with the Assignment of Claims Act or 1940,
as amended (31 U.S.C. 3727, 41 U.S.C. Section 15)” and “(4) Borrowing Base to
be reduced by the outstanding principal balance owed under that certain Promissory Note
from Borrower to Lender in the principal amount of $2,000,000.00 dated January 2, 2008.” It
is further noted that the component of the Borrowing Base described under item “(1)”includes
all Eligible Accounts Receivable note included under item “(3)".  






	 	
MINIMUM
TANGIBLE NET WORTH. Borrower will maintain a tangible net worth, determined under
consistently applied generally accepted accounting principles, according to the following
schedule: (a) tangible net worth of $750,000.00 or more as measured immediately upon the
Prior Borrower’s (“Prior Borrower” being WidePoint Corporation, Widepoint
IL, Inc., WP NBIL, Inc., Chesapeake Government Technologies, Inc., and Operational
Research Consultants, Inc.) acquisition of iSYS, LLC.; (b) tangible net worth of
$1,500,000.00 or more as measured at the fiscal period ending June 30, 2008; (c) tangible
net worth of $3,000,000.00 or more as measured at the fiscal period ending December 31,
2008. Tangible net worth is the amount that total assets exceed total liabilities. For
determining tangible net worth, total assets will exclude all intangible assets,
including without limitation, goodwill, patents, trademarks, trade names, copyrights, and
franchises, and will also exclude all Accounts Receivable owed by Insiders, that do not
provide for a repayment schedule. For determining tangible net worth, total liabilities
shall exclude obligations to Insiders which have been subordinated to Lender’s
indebtedness.  






	 	
DEBT
SERVICE COVERAGE RATIO. Borrower will maintain a debt service coverage ratio, determined
under consistently applied generally accepted accounting principles, according to the
following schedule: (a) a debt service coverage ratio of 1.50:1 or more as measured at
the fiscal period ending June 30, 2008; (b) a debt service coverage ratio of 2.00:1 or
more as measured at the fiscal period ending December 31, 2008. For the purposes of this
agreement, debt service coverage is defined as the ratio of earnings before interest,
taxes, depreciation, amortization, and “123R”-related expenses (“EBITDA”)
to principal and interest payments on debt. For the purposes of this calculation, the
debt shall exclude Borrower debt which has been subordinated to the Lender’s debt.  






	 	
EBITDA.
                      Borrower will maintain a minimum level of earnings before interest,
taxes,                     depreciation, amortization, and “123R”-related
expenses                     (“EBITDA”), determined under consistently applied
generally accepted                     accounting principles, of $300,000.00 as measured
for the quarter ending                     December 31, 2007.  






	 	
RATIO
OF FUNDED DEBT TO EBITDA. Borrower will maintain a maximum ratio of funded debt to EBITDA
(as defined above), determined under consistently applied generally accepted accounting
principles, according to the following schedule: (a) a maximum ratio of 4.0:1 as measured
at the six month period ending June 30, 2008; (b) a maximum ratio of 3.0:1 as measured at
the fiscal year ending December 31, 2008. For the purposes of this calculation, funded
debt shall be defined as all balances due under short-term debt, long-term debt, and
including subordinated debt.  






7.             DEFAULT.
I understand that you may demand payment anytime at your                discretion.
However, it is understood that Lender will not exercise any of its                allowed
remedies without first: (a) providing written notification to Borrower                of
the event of default, and (b) observing any response period that it allows
               for in said notification. For example, you may demand payment in full if
any of                the following occur:  



	 	
A.
          Payments. I fail to make a payment in full when due.  






	 	
B.
                      Insolvency or Bankruptcy. I make an assignment for the benefit
of creditors                     or become insolvent, either because my liabilities
exceed my assets or I am                     unable to pay my debts as they become due;
or I petition for protection under                     federal, state or local
bankruptcy, insolvency or debtor relief laws, or am the                     subject of a
petition or action under such laws and fail to have the petition or
                    action dismissed within a reasonable period of time not to exceed 60
days.  






	 	
C.
                      Business Termination. I merge, dissolve, reorganize, end my
business or                     existence, or a partner or majority owner dies or is
declared legally                     incompetent.  






	 	
D.
                      Failure to Perform. I fail to perform any condition or to keep
any promise                     or covenant of this Agreement.  






	 	
E.
                      Other Documents. A default occurs under the terms of any other
transaction                     document.  






	 	
F.
                      Other Agreements. I am in default on any other debt or
agreement I have                     with you.  






	 	
G.
                      Misrepresentation. I make any verbal or written statement or
provide any                     financial information that is untrue, inaccurate, or
conceals a material fact at                     the time it is made or provided.  






	 	
H.
                      Judgment. I fail to satisfy or appeal any judgment against me.  






	 	
I.
                      Forfeiture. The Property is used in a manner or for a purpose
that                     threatens confiscation by a legal authority.  






	 	
J.
                      Name Change. I change my name or assume an additional name
without                     notifying you before making such a change.  






	

	WidePoint Corporation	 	 
	Virginia Commercial Loan Agreement		Initials 
			_____ 
	VA/4HancockD007252000042660221220707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 6 











	 	
K.
                      Property Transfer. I transfer all or a substantial part of my
money or                     property.  






	 	
L.
                      Property Value. The value of the Property declines or is
impaired.  






	 	
M.
                      Material Change. Without first notifying you, there is a
material change in                     my business, including ownership, management, and
financial conditions.  






8.
                      REMEDIES. After I default, and after you give any legally
required notice                     and opportunity to cure the default, you may at your
option do any one or more                     of the following.  



	 	
A.
                      Acceleration. You may make all or any part of the amount owing
by the terms                     of the Loan immediately due.  






	 	
B.
                      Sources. You may use any and all remedies you have under state
or federal                     law or in any instrument securing the Loan.  






	 	
C.
                      Insurance Benefits. You may make a claim for any and all
insurance benefits                     or refunds that may be available on my default.  






	 	
D.
                      Payments Made On My Behalf. Amounts advanced on my behalf will
be                     immediately due and may be added to the balance owing under the
terms of the                     Loan, and accrue interest at the highest post-maturity
interest rate.  






	 	
E.
                      Termination. You may terminate my right to obtain advances and
may refuse                     to make any further extensions of credit.  






	 	
F.
                      Set-Off. You may use the right of set-off. This means you may
set-off any                     amount due and payable under the terms of the Loan
against any right I have to                     receive money from you. My right to
receive money from you includes any deposit                     or share account balance
I have with you; any money owed to me on an item                     presented to you or
in your possession for collection or exchange; and any                     repurchase
agreement or other non-deposit obligation. “Any amount due and
                    payable under the terms of the Loan” means the total amount to
which you                     are entitled to demand payment under the terms of the Loan
at the time you                     set-off.  






	 	
Subject
to any other written contract, if my right to receive money from you is also owned by
someone who has not agreed to pay the Loan, your right of set-off will apply to my
interest in the obligation and to any other amounts I could withdraw on my sole request
or endorsement.  






	 	
Your
right of set-off does not apply to an account or other obligation where my rights arise
only in a representative capacity. It also does not apply to any Individual Retirement
Account or other tax-deferred retirement account.  






	 	
You
will not be liable for the dishonor of any check when the dishonor occurs because you
set-off against any of my accounts. I agree to hold you harmless from any such claims
arising as a result of your exercise of your right of set-off.  






	 	
G.
                      Waiver. Except as otherwise required by law, by choosing any
one or more of                     these remedies you do not give up your right to use
any other remedy. You do not                     waive a default if you choose not to use
a remedy. By electing not to use any                     remedy, you do not waive your
right to later consider the event a default and to                     use any remedies
if the default continues or occurs again.  






9.
                      COLLECTION EXPENSES AND ATTORNEYS’ FEES. On or after
Default, to the                     extent permitted by law, I agree to pay all expenses
of collection, enforcement                     or protection of your rights and remedies
under this Agreement. Expenses include                     (unless prohibited by law)
reasonable attorneys’ fees, court costs, and                     other legal
expenses. These expenses are due and payable immediately. If not                     paid
immediately, these expenses will bear interest from the date of payment
                    until paid in full at the highest interest rate in effect as provided
for in the                     terms of this Loan. All fees and expenses will be secured
by the Property I have                     granted to you, if any. To the extent
permitted by the United States Bankruptcy                     Code, I agree to pay the
reasonable attorneys’ fees you incur to collect                     this debt as
awarded by any court exercising jurisdiction under the Bankruptcy
                    Code.  



10.
                      APPLICABLE LAW. This Agreement 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.  



11.                       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.  



12.
                      AMENDMENT, INTEGRATION AND SEVERABILITY. This Agreement may not
be amended                     or modified by oral agreement. No amendment or
modification of this Agreement is                     effective unless made in writing
and executed by you and me. This Agreement is                     the complete and final
expression of the understanding between you and me. If                     any provision
of this Agreement is unenforceable, then the unenforceable                     provision
will be severed and the remaining provisions will still be
                    enforceable.  



13.
                      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 Agreement.  



	

	WidePoint Corporation	 	 
	Virginia Commercial Loan Agreement		Initials 
			_____ 
	VA/4HancockD007252000042660221220707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 7 












14.                       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 will                     provide you any
financial statement or information you request. All financial
                    statements and information I give you will be correct and complete. 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.  





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



BORROWER:  



		
		WidePoint Corporation
	

 	    By_________________________________ (Seal)
		        James T. McCubbin, Vice President
	

 	Widepoint IL, Inc.
	

 	    By_________________________________ (Seal)
		        James T. McCubbin, Vice President
	

 	WP NBIL, Inc.
	

 	    By_________________________________ (Seal)
		        James T. McCubbin, Vice President
	

 	Chesapeake Government Technologies, Inc.
	

 	    By_________________________________ (Seal)
		        James T. McCubbin, Vice President
	

 	Operational Research Consultants, Inc.
	

 	    By_________________________________ (Seal)
		        James T. McCubbin, Vice President
	

 	iSYS, LLC
		    By_________________________________ (Seal)
		        James T. McCubbin, Vice President








	

	WidePoint Corporation	 	 
	Virginia Commercial Loan Agreement		Initials 
			_____ 
	VA/4HancockD007252000042660221220707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 8