LOAN NUMBER	LOAN NAME	ACCT. NUMBER	NOTE DATE	INITIALS
		WidePoint 
Corporation		01/02/08	
	NOTE AMOUNT	INDEX (w/Margin)	RATE	MATURITY DATE	LOAN PURPOSE
	$2,000,000.00	Not Applicable	7.500%	01/01/12	Commercial
			Creditor Use Only		
	





 PROMISSORY NOTE
 
(Commercial —Single Advance — Fixed 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/4HancockD00725200004266026122707N	-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, the
principal sum                     of $2,000,000.00 (Principal) plus interest from
January 2, 2008 on the                     unpaid Principal balance until this Note
matures or this obligation is                     accelerated.  



3.           INTEREST. Interest
will accrue on the unpaid Principal balance of this Note           at the rate of 7.500
percent (Interest Rate).  



	 	
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 otherwise payable as described in
this section. In such event,                     interest will accrue on the unpaid
Principal balance of this Note at a rate                     equal to the rate in effect
prior to default, plus 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. The amount assessed or collected on this
Note is                     authorized by the Virginia usury laws under Va. Code §§ 6.1-330.49
et.                     seq.  






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






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.  






	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266026122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 2 











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.                       PURCHASE
MONEY LOAN. You may include the name of the seller on the check or
                    draft for this Note.  



8.                       PAYMENT.
I agree to pay this Note in 48 payments. I will make 47 payments of $48,446.84 beginning
on February 1, 2008, and on                     the 1st day of each month thereafter. A
single, final payment of the entire                     unpaid balance of Principal and
interest will be due on January 1, 2012.  



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.  



Each payment I make on this Note
will be applied first to interest that is due then to principal that is due, and finally
to any charges that I owe other than principal and interest. 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.  



9.
                      PREPAYMENT. I may prepay this Loan in full or in part at any
time except as                     follows: There will be a prepayment penalty of 1.0
percent of the any balance                     prepaid during the first year of the Note,
and there will be a prepayment                     penalty of 0.50 percent during the 2nd year
of the Note. Any partial                     prepayment will not excuse any later
scheduled payments until I pay in full.  



10.                       LOAN
PURPOSE. The purpose of this Loan is for acquisition of iSYS, LLC.  



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


	Document Name	Parties to Document
	Security Agreement - WidePoint Corporation,	WidePoint Corporation, Widepoint IL, Inc., WP NBIL, Inc., Chesapeake Government
	Widepoint IL, Inc., WP NBIL, Inc., Chesapeake	Technologies, Inc., Operational Research Consultants, Inc., iSYS, LLC
	Government Technologies, Inc., Operational
	Research Consultants, Inc., iSYS, LLC
	
Security Agreement - WidePoint Corporation,	WidePoint Corporation, Widepoint IL, Inc., WP NBIL, Inc., Chesapeake Government
	Widepoint IL, Inc., WP NBIL, Inc., Chesapeake	Technologies, Inc., Operational Research Consultants, Inc., iSYS, LLC
	Government Technologies, Inc., Operational
	Research Consultants, Inc., iSYS, LLC








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.  






	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266026122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 3 











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.  



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 request. 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/4HancockD00725200004266026122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 4 











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/4HancockD00725200004266026122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 5 











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: ________________ 



back to you as commissions or other
remuneration.  







	

	WidePoint Corporation	 	 
	Virginia Promissory Note		Initials 
			_____ 
	VA/4HancockD00725200004266026122707N	-1996 Bankers Systems, Inc., St. Cloud, MN C	Page 6