Exhibit — C 



INSTALLMENT CASH
PROMISSORY NOTE 



	$2,000,000.00	Washington, D.C. 
	 	January 4, 2008 






FOR VALUE RECEIVED, the undersigned,
WidePoint Corporation (“Maker”), does hereby promise to pay to the order of Jin
Kang (“Holder”), the principal amount of Two Million Dollars ($2,000,000.00),
together with simple interest computed on such principal amount from the date hereof on
the unpaid principal balance at the fixed annual rate of (i) seven percent (7.0%) from the
date of this Note through December 31, 2008, and (ii) ten percent (10.0%) from January 1,
2009 through the date of payment of this Note as provided in Section 1 below. 



        1.       Payment
Terms. The principal and interest amount outstanding under this           Note shall
be paid by the Maker to the Holder in one (1) lump sum payment on the           earlier
of either April 1, 2009 or the business day immediately following the           filing by
the Maker of its Annual Report on Form 10-K for the year ending on           December 31,
2008, or as otherwise provided under the Purchase Agreement (as           defined in
Section 7 hereof), with all amounts due or payable at any time under           this Note
being subject to adjustment and offset as provided in the Purchase           Agreement.
The Maker shall make all such payments to the order of the Holder at           1163
Daleview Dr. McLean, VA 22102 (or such other address as may be designated           in
writing by Holder to Maker, which writing may be in the form of electronic
          mail).  




        2.       Right
to Prepayment. This Note may be prepaid in whole or in part at any           time,
without premium or penalty, with interest to the date of payment. If this           Note
is prepaid, there is to be no discount from the obligation to pay the full
          principal balance due at the time of prepayment.  




        3.       Fees
and Expenses. Whenever an attorney is used to obtain payment under,           or to
otherwise enforce, this Note or to enforce, declare, or adjudicate any           rights
or obligations under this Note, whether by suit or by any other means
          whatsoever, the costs and expenses thereof, including reasonable attorneys’          fees
and expenses, shall be payable by the non-prevailing party.  




        4.       Events
of Default. Each of the following shall constitute an event of           default (“Event
of Default”) hereunder:  




            (a)       If
Maker fails to pay any installment of interest or principal on this Note when
          due hereunder which failure continues for a period of thirty (30) days after
          Maker’s receipt of written notice from the Holder. Receipt shall be deemed
          to have occurred if written notice is personally delivered to and signed for on
          behalf of the Maker or delivered certified first class mail, postage prepaid,
to           the addresses and representatives identified in Section 9.1 of the Purchase
          Agreement;  




            (b)       If
Maker shall admit in writing its inability to pay its debts as they become           due,
file a petition in bankruptcy or make a petition to take advantage of any
          insolvency act; make an assignment for the benefit of creditors, commence a
          proceeding for the appointment of a receiver, trustee, liquidator or
conservator           of all or any substantial part of its property; file a petition or
answer           seeking reorganization or similar relief under the Federal bankruptcy
laws or           any similar law or statute governing the relative rights of debtors and
          creditors;  













            (c)       If
any of the creditors of Maker shall file a petition in bankruptcy against           Maker
or for reorganization of Maker pursuant to the Federal bankruptcy laws or
          similar law or statute, and if such petition shall not be discharged or
          dismissed within sixty (60) calendar days after the date on which such petition
          was filed; and  




            (d)       If
Maker breaches any covenant contained in the Credit Agreement (defined below)           .  




        In
the event of the happening of any Event of Default, then the unpaid principal of this
Note, and interest thereon until payment, shall forthwith become absolute and due and
payable without any notice or demand whatsoever. 



        This
Note (a) may not be changed, waived, discharged, or terminated except by an instrument in
writing signed by each of the Maker and Holder, and (b) shall inure to the benefit of and
be enforceable by the Holder and the Holder’s heirs, executors, administrators, and
personal representatives. 



        This
Note shall be governed by and construed in accordance with the laws of the Commonwealth of
Virginia applicable to agreements made and to be performed entirely within such State. 



        5.
       Subordination Provisions. 




            (a)
       Subordination of Liabilities. Maker, for
itself, its successors and           assigns, covenant and agree, and Holder, by his
acceptance of this Note,           likewise covenants and agrees, that the payment of the
principal of, interest           on, and all other amounts owing in respect of, this Note
(the “Subordinated           Indebtedness”) is hereby expressly subordinated,
to the extent and in the           manner set forth below, to the prior payment in full
in cash of all Senior           Indebtedness (as defined in Section 5(g) hereof). The
provisions of this Section           5 shall constitute a continuing offer to all persons
or other entities who, in           reliance upon such provisions, become holders of, or
continue to hold, Senior           Indebtedness, and such holders are made obligees
hereunder the same as if their           names were written herein as such, and they
and/or each of them may proceed to           enforce such provisions.  




        (b)
       Maker Not to Make Payments with Respect to
Subordinated Indebtedness in           Certain Circumstances. 




                (i)
       Upon the maturity of any Senior Indebtedness
(including interest thereon or fees           or any other amounts owing in respect
thereof), whether at stated maturity, by           acceleration or otherwise, all
Obligations (as defined in Section 5(g) hereof)           owing in respect of the Senior
Indebtedness shall first be paid in full in cash,           before any payment, whether
in cash, property, securities or otherwise, is made           on account of the
Subordinated Indebtedness.  













                (ii)
       The Maker may not, directly or indirectly, make
any payment of any Subordinated           Indebtedness and may not acquire any
Subordinated Indebtedness for cash or           property until all Senior Indebtedness
has been paid in full in cash if any           default or event of default under the
Credit Agreement (as defined in Section           5(g) hereof) or any other issue of
Senior Indebtedness is then in existence or           would result therefrom. The Holder
hereby agrees that, so long as any such           default or event of default in respect
of any issue of Senior Indebtedness           exists, Holder will not sue for, or
otherwise take any action to enforce the           Maker’s obligations to pay,
amounts owing in respect of this Note. The           Holder understands and agrees that
to the extent that Section 5(b)(i) or this           Section 5(b)(ii) prohibits the
payment of any Subordinated Indebtedness, such           unpaid amount shall not
constitute a payment default under this Note and the           Holder may not sue for, or
otherwise take action to enforce the Maker’s           obligation to pay such
amount, provided that such unpaid amount shall remain an           obligation of the
Maker to the Holder pursuant to the terms of this Note.  




                (iii)
       In the event that notwithstanding the
provisions of the preceding Section           5(b)(i) or Section 5(b)(ii), the Maker (or
any person on behalf of the Maker)           shall make any payment on account of the
Subordinated Indebtedness at a time           when payment is not permitted by Section
5(b)(i) or Section 5(b)(ii), such           payment shall be held by the Holder , in
trust for the benefit of, and shall be           paid forthwith over and delivered to,
the holders of Senior Indebtedness or           their representative or the trustee under
the indenture or other agreement           pursuant to which any instruments evidencing
any Senior Indebtedness may have           been issued, as their respective interests may
appear (including by giving           effect to any intercreditor or subordination
arrangements among such holders),           for application pro rata to the payment of
all Senior Indebtedness remaining           unpaid to the extent necessary to pay all
Senior Indebtedness in full in           accordance with the terms of such Senior
Indebtedness, after giving effect to           any concurrent payment or distribution to
or for the holders of Senior           Indebtedness.  




            (c)
       Subordination to Prior Payment of All Senior
Indebtedness on Dissolution,           Liquidation or Reorganization of Maker. Upon
any distribution of assets of           the Maker or upon dissolution, winding up,
liquidation or reorganization of the           Maker (whether in bankruptcy, insolvency
or receivership proceedings or upon an           assignment for the benefit of creditors
or otherwise):  




                (i)                 the
holders of all Senior Indebtedness shall first be entitled to receive           payment
in full in cash of all Senior Indebtedness (including, without           limitation,
post-petition interest at the rate provided in the documentation           with respect
to the Senior Indebtedness, whether or not such post-petition           interest is an
allowed claim against the debtor in any bankruptcy or similar           proceeding)
before the Holder is entitled to receive any payment of any kind or           character
on account of the Subordinated Indebtedness;  




                (ii)                 any
payment or distributions of assets of the Maker of any kind or character,
          whether in cash, property or securities to which the Holder would be entitled
          except for the provisions of this Section 5, shall be paid by the liquidating
          trustee or agent or other person making such payment or distribution, whether a
          trustee in bankruptcy, a receiver or liquidating trustee or other trustee or
          agent, directly to the holders of Senior Indebtedness or their representative
or           representatives, or to the trustee or trustees under any indenture under
which           any instruments evidencing any such Senior Indebtedness may have been
issued as           their respective interests may appear (including by giving effect to
any           intercreditor or subordination arrangements among such holders), to the
extent           necessary to make payment in full in cash of all Senior Indebtedness
remaining           unpaid, after giving effect to any concurrent payment or distribution
to the           holders of such Senior Indebtedness; and  













                (iii)                 in
the event that, notwithstanding the foregoing provisions of this Section           5(c),
any payment or distribution of assets of the Maker of any kind or           character,
whether in cash, property or securities, shall be received by the           Holder on
account of Subordinated Indebtedness before all Senior Indebtedness is           paid in
full in cash, such payment or distribution shall be received and held in           trust
for and shall be paid over to the holders of the Senior Indebtedness           remaining
unpaid or unprovided for or their representative or representatives,           or to the
trustee or trustees under any indenture under which any instruments           evidencing
any of such Senior Indebtedness may have been issued, as their           respective
interests may appear (including by giving effect to any intercreditor           or
subordination arrangements among such holders) for application to the payment
          of such Senior Indebtedness until all such Senior Indebtedness shall have been
          paid in full in cash, after giving effect to any concurrent payment or
          distribution to the holders of such Senior Indebtedness.  




            (d)
       Subrogation. Subject to the prior
payment in full in cash of all Senior           Indebtedness, the Holder shall be
subrogated to the rights of the holders of           Senior Indebtedness to receive
payments or distributions of assets of the Maker           applicable to the Senior
Indebtedness until all amounts owing on this Note shall           be paid in full, and
for the purpose of such subrogation no payments or           distributions to the holders
of the Senior Indebtedness by or on behalf of the           Maker or by or on behalf of
the Holder by virtue of this Section 5 which           otherwise would have been made to
the Holder shall, as between the Maker and its           creditors other than the holders
of Senior Indebtedness, and the Holder, be           deemed to be payment by the Maker to
or on account of the Senior Indebtedness,           it being understood that the
provisions of this Section 5 are and are intended           solely for the purpose of
defining the relative rights of the Holder, on the one           hand, and the holders of
the Senior Indebtedness, on the other hand.  




            (e)
       Obligation of the Maker Unconditional. Nothing
contained in this Section           5 or in this Note is intended to or shall impair, as
between the Maker, on one           hand, and the Holder, on the other hand, the
obligations of the Maker, which are           absolute and unconditional, to pay to the
Holder the principal of and interest           on this Note as and when the same shall
become due and payable in accordance           with their terms, or is intended to or
shall affect the relative rights of the           Holder and creditors of the Maker other
than the holders of the Senior           Indebtedness, nor shall anything herein or
therein prevent the Holder from           exercising all remedies otherwise permitted by
applicable law upon an event of           default under this Note, subject to the
provisions of this Section 5 and the           rights, if any, under this Section 5 of
the holders of Senior Indebtedness in           respect of cash, property, or securities
of the Maker received upon the exercise           of any such remedy. Upon any
distribution of assets of the Maker referred to in           this Section 5, the Holder
shall be entitled to rely upon any order or decree           made by any court of
competent jurisdiction in which such dissolution, winding           up, liquidation or
reorganization proceedings are pending, or a certificate of           the liquidating
trustee or agent or other person making any distribution to the           Holder, for the
purpose of ascertaining the persons entitled to participate in           such
distribution, the holders of the Senior Indebtedness and other indebtedness           of
the Maker, the amount thereof or payable thereon, the amount or amounts paid           or
distributed thereon and all other facts pertinent thereto or to this Section           5.  













            (f)
       Subordination Rights Not Impaired by Acts or
Omissions of Maker or Holders of           Senior Indebtedness. No right of any
present or future holders of any Senior           Indebtedness to enforce subordination
as herein provided shall at any time in           any way be prejudiced or impaired by
any act or failure to act on the part of           the Maker or by any act or failure to
act in good faith by any such holder, or           by any noncompliance by the Maker with
the terms and provisions of this Note,           regardless of any knowledge thereof
which any such holder may have or be           otherwise charged with. The holders of the
Senior Indebtedness may, without in           any way affecting the obligations of the
Holder with respect hereto, at any time           or from time to time and in their
absolute discretion, change the manner, place           or terms of payment of, change or
extend the time of payment of, or renew,           increase or otherwise alter, any
Senior Indebtedness or amend, modify or           supplement any agreement or instrument
governing or evidencing such Senior           Indebtedness or any other document referred
to therein, or exercise or refrain           from exercising any other of their rights
under the Senior Indebtedness           including, without limitation, the waiver of
default thereunder and the release           of any collateral securing such Senior
Indebtedness, all without notice to or           assent from the Holder.  




            (g)
       Senior Indebtedness. The term “Senior
Indebtedness” shall mean           all Obligations (as defined below) (i) of
the Maker under, or in respect           of, (x) the Credit Agreement, (as amended,
modified, supplemented, extended,           restated, refinanced, replaced or refunded
from time to time, the “Credit           Agreement”), dated as of January 2,
2008, by and among Maker, the various           lenders from time to time party thereto,
including but not limited to Cardinal           Bank, and any renewal, extension,
restatement, refinancing or refunding thereof,           and (y) each other Loan Document
(as defined in the Credit Agreement) to which           the Maker is a party, (ii) of
the Maker under, or in respect of           (including by reason of any guaranty to which
the Maker is a party), any Hedge           Agreement (as defined in the Credit
Agreement), and (iii) of the Maker           under, or in respect of (including by
reason of any guaranty of) the Senior           Notes and the Senior Note Indenture (each
as defined in the Credit Agreement).           As used herein, the term “Obligation” shall
mean any principal,           interest, premium, penalties, fees, expenses, indemnities
and other liabilities           and obligations (including guaranties of the foregoing
liabilities and           obligations) payable under the documentation governing any
Senior Indebtedness           (including post-petition interest at the rate provided in
the documentation with           respect to such Senior Indebtedness, whether or not such
interest is an allowed           claim against the debtor in any bankruptcy or similar
proceeding).  




            (h)       Retirement
of Senior Indebtedness. Notwithstanding anything contained in           this Note to
the contrary, the term “Senior Indebtedness” shall also           include and
mean any new or future debt or other Obligation incurred by the           Maker to pay
off or otherwise replace the Senior Indebtedness that existed as of           the date of
this Note. Subject to the foregoing, in the event that no Senior           Indebtedness
exists at any time in the future when any amount remains           outstanding and unpaid
under this Note, then the indebtedness evidenced by this           Note shall no longer
be subject to the subordination provisions of this Section           5. In addition to
the foregoing, if the Maker satisfies the Senior Indebtedness           then
simultaneously with such satisfaction and automatically and without any           further
action on the part of the Maker and Holder the Holder shall be entitled           to all
of the benefits provided for in the Senior Indebtedness including,           without
limitation, having a first priority perfected security interest in all           of the
assets of WidePoint, as if all of the terms and conditions of such Senior
          Indebtedness will restated herein in their entirety.  













        6.       Assignment. This
Note shall be binding upon the Maker and its successors           and assigns, including,
without limitation, any person, firm or corporation           which may acquire
substantially all of the Maker’s assets or business or           with or into which
the Maker may be liquidated, consolidated, merged or           otherwise combined.  




        7.       NOTE
SUBJECT TO PURCHASE AGREEMENT. THE INDEBTEDNESS EVIDENCED BY THIS           NOTE IS
SUBJECT TO THE TERMS OF THE MEMBERSHIP INTEREST PURCHASE AGREEMENT,           DATED AS OF
JANUARY 2, 2008, BY AND BETWEEN THE MAKER, ISYS LLC, AND THE HOLDER           (the “Purchase
Agreement”).  




        8.       Approvals.
The Maker shall comply with each of the covenants           contained in the
Credit Agreement,  The consent of the Holder shall be           obtained in those
circumstances and to the same extent required in  the           Credit Agreement,
as if each of the covenants in the Credit Agreement was           restated in their  entirety
in this note, for so long as any amounts are           due to the Holder by the Maker
under this Note. In the event any           earnouts are achieved as defined in
the Purchase Agreement between the Holder           and Maker, dated as of January
2, 2008, while such earnout amounts have           been earned and until they have  been
paid, Holder shall have the same           rights as stated in this Note.   




        9.       Counterparts.
This Note may be executed in one or more counterparts, and           by the different
parties hereto in separate counterparts, each of which when           executed shall be
deemed to be an original but all of which taken together shall           constitute one
and the same Note. 




        IN
WITNESS WHEREOF, Maker has caused this Note to be executed by each of its duly authorized
officers. 



	Attest (Seal):	WIDEPOINT CORPORATION
	

By:_______________________	By:______________________________
	      James McCubbin	      Steve Komar
	      Secretary	      President