DEBT SUBORDINATION
AGREEMENT 





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




	 	
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  






	 	
SUBORDINATING
CREDITOR: 






	 	
JIN
KANG 
Address:_______________________________
________________________________________  






	 	
LENDER: 






	 	
CARDINAL
BANK 
8270 Greensboro Drive
Suite 500
McLean, Virginia 22102 






1.              BORROWER.
The Borrower owes debts, liabilities and obligations to both           Subordinating
Creditor and Lender.  



2.              SUBORDINATED
DEBT. The Subordinated Debt will include the following: A           certain
Installment Cash Promissory Note from WidePoint Corporation to Jin Kang           dated
January 4, 2008 in the amount of $2,000,000.00; together with Earnout           payments
specified under that certain Membership Interest Purchase Agreement           between
WidePoint Corporation, iSYS, LLC and Jin Kang dated the 2nd day of           January,
2008.  



3.              SENIOR
DEBT. Borrower currently owes the following debts, liabilities and
          obligations to Lender: Borrower has requested Lender to provide Borrower with
          credit, described as follows. As of January 2, 2008, Borrower will owe Lender
up           to an outstanding principal balance of $7,000,000.00. The Senior Loan
Documents           permit or will permit multiple or future advances. The Senior Debt is
all           current and future debts, liabilities and obligations that Borrower owes to
          Lender, whether direct or indirect, absolute or contingent, secured or
          unsecured, due or to become due, or created or acquired by assignment or
          otherwise, and post-petition bankruptcy advances, with all interest, fees and
          other amounts Borrower owes under the applicable loan or credit agreement or
          instrument.  



	

	WidePoint Corporation	 	 
	Virginia Debt Subordination Agreement		Initials 
			_____ 
	VA/4HancockD00725200004266022122707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 1 











4.              CONSIDERATION.
Lender is willing to provide Borrower with the requested           credit only if
Subordinating Creditor will subordinate the Subordinated Debt to           the Senior
Debt. Subordinating Creditor will benefit from Lender extending           credit to
Borrower. Subordinating Creditor acknowledges that each future           extension of
credit by Lender to Borrower will be made in reliance on this           Agreement.  



5.              SUBORDINATION.
Until the Senior Debt is fully paid, Borrower will not pay           the Subordinated
Debt or transfer or encumber the property securing the           Subordinated Debt,
except as follows: After written confirmation by Lender that           Borrower has, as
determined according to audited financial results for the           period ending
December 31, 2008, complied with all financial covenants and           conditions
required under a certain Commercial Loan Agreement between Borrower           and Lender
dated January 2, 2008, Borrower may provide and Subordinating           Creditor may
accept payment on the Subordinated Debt..  



Subordinating Creditor waives the
right to receive or enforce, any security for the Subordinated Debt. Subordinating
Creditor will be subrogated to Lender’s right to receive payments on the Senior Debt
to the extent Lender receives payments on the Subordinated Debt. Subordinating Creditor
may exercise this right of subrogation only after the Senior Debt is fully paid.  



6.              SECURITY
INTEREST. To secure the payment and performance of the Senior Debt,
          Subordinating Creditor transfers and assigns to Lender all of Subordinating
          Creditor’s right, title and interest in and to, and grants Lender a
          security interest in each instrument representing the Subordinated Debt and in
          any real or personal property securing the Subordinated Debt. To fully perfect
          this security interest, Subordinating Creditor will deliver to Lender each
          instrument, endorsed to Lender, a properly executed financing statement and any
          other instrument Lender considers necessary to attach and perfect Lender’s
          security interest. For purposes of this section and any related agreements,
          Lender is a creditor and Subordinating Creditor is a debtor as defined under
the           Uniform Commercial Code. Lender may exercise Lender’s rights under
this           section without first proceeding against Borrower or Subordinating
Creditor.  



7.              WARRANTY.
Subordinating Creditor and Borrower warrant to Lender that the           Subordinated
Debt is, or will be at time of acquisition, represented by an           instrument and
held by Subordinating Creditor free and clear of any other           transfers,
assignments, liens, encumbrances or subordinations. Subordinating           Creditor and
Borrower warrant to Lender that each has the power and authority to           enter into
this Agreement.  



If Subordinating Creditor is not an
individual, Subordinating Creditor warrants that its board of directors or its board’s
loan committee (or other governing group) approved this Agreement, that the minutes or a
written resolution reflect this approval and that Subordinating Creditor will maintain
this Agreement and the minutes or resolution as a part of its official record.  



8.              AGREEMENTS.
Subordinating Creditor will not transfer, assign, encumber or           subordinate
the Subordinated Debt, other than under this Agreement, without           Lender’s
prior written consent. Subordinating Creditor will not convert any           or all of
the Subordinated Debt to capital stock or other securities of           Borrower.
Subordinating Creditor will not forgive, discharge or cancel the           Subordinated
Debt. Subordinating Creditor and Borrower will not modify the           Subordinated Debt
or any related agreement without Lender’s prior written           consent.
Subordinating Creditor will not begin or join with any other creditors           to put
Borrower into bankruptcy, reorganization or other insolvency proceeding.
          Subordinating Creditor’s books and records will indicate that payments for
          the Subordinated Debt are subordinate to Lender’s Senior Debt.
          Subordinating Creditor and Borrower will not take or permit any action that is
          inconsistent with this Agreement.  



Borrower and Subordinating Creditor
agree that this Agreement is solely for Lender’s protection. This Agreement does not
impose any additional duties on Lender concerning the Borrower’s or Subordinating
Creditor’s property, except Lender will exercise reasonable care in the custody and
preservation of this property when it’s in Lender’s possession.  



9.              INFORMATION.
Subordinating Creditor will provide Lender with any information           Lender
requests from time to time concerning the Subordinated Debt or otherwise
          related to this Agreement. After Lender gives Subordinating Creditor prior
          notice, Subordinating Creditor and Borrower will allow Lender to inspect their
          records concerning the Subordinated Debt and to place the legend on any
          instruments as this Agreement requires.  



10.              LEGEND.
Subordinating Creditor or Borrower will provide the following           legend,
properly completed, on each instrument representing the Subordinated           Debt:  



	 	
The
rights of the holder hereof are subordinate and inferior and subject to the rights of
Cardinal Bank (Lender) under a Debt Subordination Agreement among Lender, Jin Kang
(Subordinating Creditor) and WidePoint Corporation, Widepoint IL, Inc., WP NBIL, Inc.,
Chesapeake Government Technologies, Inc., Operational Research Consultants, Inc. and
iSYS, LLC (Borrower), dated January 2, 2008.  






11.              CROSS-DEFAULT.
A default under this Agreement constitutes a default under           each agreement
Borrower has with Lender.  



	

	WidePoint Corporation	 	 
	Virginia Debt Subordination Agreement		Initials 
			_____ 
	VA/4HancockD00725200004266022122707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 2 












12.              SPECIFIC
PERFORMANCE. Lender may demand specific performance of this           Agreement.
Subordinating Creditor irrevocably waives any defense that may be           asserted to
bar Lender’s remedy to specific performance, such as the           adequacy of a
remedy at law.  



13.              OTHER
REMEDIES. If Subordinating Creditor receives any payment, other than           as
provided in this Agreement, or enforces the Subordinated Debt or its           security,
then Subordinating Creditor will hold any payment, security or           proceeds in
trust for Lender. Subordinating Creditor will then promptly turn           over to Lender
any payment, security or its proceeds in the form received and           properly
endorsed to Lender. Lender may apply the payment, security or proceeds           as
Lender considers appropriate to any debts, liabilities and obligations that
          Borrower owes Lender. This Agreement is unaffected by Lender’s waiver,
          forbearance or amendment of any of Borrower’s debts, liabilities and
          obligation’s to Lender.  



14.              BORROWER
INSOLVENCY. At Lender’s request, Subordinating Creditor will           do the
following when Borrower becomes subject to bankruptcy, insolvency           proceedings,
or marshaling of assets and liabilities.  



	 	
A.
Subordinating Creditor will collect and receive for Lender’s account,
               the Subordinated Debt and any other payments or distributions concerning
the                Subordinated Debt.  






	 	
B.
Subordinating Creditor will file appropriate claims or proofs of claim for
                    the Subordinated Debt.  






	 	
C.
Subordinating Creditor will execute and deliver to Lender any powers of
                    attorney, assignments or other instruments necessary for Lender’s
                    enforcement of any claims for the Subordinated Debt.  






Lender may also take these same
actions on its own behalf and any other action as Lender considers appropriate for
enforcing Lender’s rights, including voting the Subordinated Debt, and will apply
any payment or distribution received to the Senior Debt.  



15.              ATTORNEYS’ FEES.
The prevailing party will be entitled to receive from           the losing party the
prevailing party’s reasonable costs and expenses           incurred in any
proceeding concerning this Agreement, including court costs and           attorneys’ fees.  



16.              WAIVER
OF NOTICE. Borrower and Subordinating Creditor waive all notices from
          Lender relative to this Agreement, including its acceptance, notice of
          Borrower’s default under any agreement with Lender, or of Lender’s
          extension of credit to Borrower or other notices.  



17.              SUCCESSORS.
The duties and benefits of this Agreement will bind and benefit           the
successors and assigns of Subordinating Creditor, Borrower and Lender.  



18.              TERM.
After notifying Lender, Subordinating Creditor may end this Agreement           for
any debts, liabilities and obligations Borrower owes to Lender arising under
          future agreements. Otherwise, this Agreement will end only after Borrower has
          fully paid and performed on all debts, liabilities and obligations owed to
          Lender. For the purposes of this section, “future agreements” excludes
          any debts, liabilities and obligations owed by Borrower to Lender that are
          created under any commitments effective on this Agreement’s date. The
          Subordinating Creditor’s death or dissolution or bankruptcy will not
          terminate this Agreement.  



19.              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 Subordinating Creditor,           Borrower and
Lender. This Agreement is the complete and final expression of the           agreement.
If any provision of this Agreement is unenforceable, then the           unenforceable
provision will be severed and the remaining provisions will still           be
enforceable.  



20.              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 the Agreement.  



21.              WAIVER.
By choosing any one or more remedies Lender does not give up           Lender’s
right to use any other remedy. Lender does not waive a default if           Lender
chooses not to use a remedy. By electing not to use any remedy, Lender           does not
waive Lender’s right to later consider the event a default and to           use any
remedies if the default continues or occurs again.  



22.              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.  







	

	WidePoint Corporation	 	 
	Virginia Debt Subordination Agreement		Initials 
			_____ 
	VA/4HancockD00725200004266022122707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 3 












SIGNATURES.           By
signing under seal, Borrower, Subordinating Creditor and Lender agree to the
          terms contained in this Agreement. Borrower and Subordinating Creditor 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






	 	
SUBORDINATING
CREDITOR: 






	 	
_______________________________________
(Seal)          
Jin Kang          
Individually 







	 	
LENDER: 






	 	
Cardinal
Bank 






	 	
    By_________________________________
(Seal) 







 





	

	WidePoint Corporation	 	 
	Virginia Debt Subordination Agreement		Initials 
			_____ 
	VA/4HancockD00725200004266022122707Y	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 4