Exhibit 10.4 



Software Escrow
Agreement 



        This
Software Escrow Agreement (the “Agreement”) is entered into as of November 5,
2007, between 22THEN LLC and Protexx Incorporated (collectively, the
“Supplier”); WidePoint Corporation (“User”); and the law firm of Foley
& Lardner LLP (the “Escrow Agent”). 



        In
consideration of the mutual premises and covenants herein contained, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto intending to be legally
bound do hereby agree as follows: 



     	1.	
          Supplier agrees that upon the execution of this Agreement the Supplier shall
          deposit into an escrow account with the Escrow Agent at the office of the Escrow
          Agent located at 3000 K Street, N.W., Suite 500, Washington, D.C. 20007, the
          software source code (the “Source Code”) for all software owned by
          Supplier (the “Software”), as well as the proprietary hardware
          schematics (the “Hardware Schematics”) of Supplier related to
          the Source Code and a full and complete working version of all Software on a
          CD-ROM which is readable and useable on any Personal Computer using Microsoft
          Windows. Supplier does hereby assume responsibility to update and keep current
          all such Software on a CD-ROM. Supplier and User agree that User shall be
          entitled to access the Source Code in accordance with the terms of this
          Agreement. 


          



     	2.	
          User may obtain a copy of the items in escrow, subject to the terms of this
          Agreement, upon the following events and conditions: 


          



	 	a.  	Supplier
has filed a petition in bankruptcy for liquidation, or has made a
                    general assignment for the benefit or creditors or has a receiver
appointed for                     all or substantially all of its business, and same has
not been discharged or                     terminated without prejudice to User within
ninety (90) days thereafter; or  






	 	b.  	Supplier
has been liquidated, been dissolved, or ceased to operate its business
                    in the normal course; or  






	 	c.  	Supplier
has breached any agreement with User.  






     	3.	
          Upon the occurrence of a condition set forth in paragraph 2 above which entitles
          User to a copy all items in escrow, User shall deliver to Escrow Agent an
          affidavit executed by the User which sets forth information identifying the
          occurrence of the condition under paragraph 2 of this Agreement which the User
          is citing as the basis for the release of all items in escrow to the User from
          the Escrow Agent. 


          



	 	
Escrow
Agent shall then send a copy of User’s affidavit to Supplier by certified mail,
return receipt requested, or by overnight delivery service. Unless within fifteen (15)
calendar days after the date of sending of such affidavit to Supplier, Escrow Agent
receives an affidavit from Supplier, or an authorized representative of Supplier,
disputing the facts set forth in the User’s affidavit, or setting forth additional
facts which, in Supplier’s sole judgment, terminates the User’s right to receive
a copy of the items in Escrow, Escrow Agent will promptly furnish a copy of the applicable
material to the User. 






     	4.	
          If Escrow Agent receives from Supplier an affidavit disputing the User’s
          affidavit, or setting forth additional facts which, in Supplier’s sole
          judgment, terminates the User’s right to receive the items in escrow,
          Escrow Agent will furnish a copy of the Supplier’s affidavit to the User,
          and will not furnish a copy of the items in Escrow to the User until Escrow
          Agent either (i) receives an agreement between Supplier and the User, or a
          certified copy of a court order, directing Escrow Agent to furnish a copy of the
          Source Code to User or (ii) Escrow Agent determines in its reasonable judgment
          that User is entitled to a copy of the items in Escrow. 


          



     	5.	
          User shall pay Supplier an escrow maintenance fee in the amount of Five Hundred
          ($500.00) Dollars per year. If User fails to pay such fee to Escrow Agent upon
          execution of this Agreement and before the annual anniversary date of this
          Agreement each year thereafter, then the Escrow Agent shall provide a copy of
          the items in Escrow to the User, after which the Escrow Agent shall have no
          further duties whatsoever. 


          



     	6.	
          The parties expressly acknowledge and agree that Escrow Agent will not be liable
          to any person or entity for any harm that results from any act or omission of
          Escrow Agent in connection with serving as Escrow Agent, except only in the case
          of Escrow Agent’s intentional fraud or willful misconduct. Escrow Agent is
          serving as the holder of all items in escrow, and the parties hereto shall
          indemnify and hold harmless Escrow Agent from and against any and all loss,
          cost, damage, liability or expense, including costs of reasonable
          attorney’s fees actually incurred to which Escrow Agent may be put or which
          it may incur by reason of its acting in such capacity as Escrow Agent, including
          the ordinary and reasonable costs of administering this Agreement, including but
          not limited to any additional cost that may be incurred by Escrow Agent as the
          result of a dispute between the parties; provided, however that the parties
          shall not indemnify Escrow Agent with respect to any loss, cost, damage,
          liability or expense occasioned by Escrow Agent’s intentional fraud or
          willful misconduct. 


          



     	7.	
          If User and Supplier shall be in disagreement about the interpretation of this
          Agreement, or the rights and obligations with respect the items in escrow or the
          propriety of any action contemplated by Escrow Agent hereunder, then Escrow
          Agent may, in its sole discretion, file an action in any court of competent
          jurisdiction to resolve any such dispute or Escrow Agent may resign and
          terminate its services under this Agreement at any time after the occurrence of
          such a dispute by issuing a written notice to each of Supplier and User.
          Thereafter, Escrow Agent shall be discharged from all further duties and
          liabilities, if any, under this Agreement. The Escrow Agent shall be entitled to
          the payment by the parties to Escrow Agent of all costs and expenses, including
          attorneys’ fees, incurred by Escrow Agent in connection with any such
          action. 


          




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	 	        In
addition to the foregoing, Escrow Agent may resign at any time for any reason upon thirty
(30) days written notice to the parties to this Agreement. In the event of any such
resignation, in the event the parties cannot mutually agree upon a substitute Escrow
Agent, then Supplier may designate such substitute Escrow Agent in its reasonable
discretion. Nothing contained in this Agreement shall be construed to imply in any manner,
at any time or in any way the Escrow Agent’s representation of any party hereto
either with respect to the subject matter hereof nor with respect to any other matter,
including any dispute between the parties hereto. 







     	8.	
          The parties hereto acknowledge and agree that Escrow Agent shall be entitled to
          conclusively rely on any statements or directions made by Supplier in any notice
          or demand, and shall not be liable for the truthfulness or accuracy thereof. 


          



     	9.	
          This Agreement shall be effective upon execution by the parties and shall be
          governed by, subject to and construed according to the laws of the State of
          Delaware. Any dispute shall be conducted in a court of competent jurisdiction in
          or serving the District of Columbia where the Escrow Agent is located. 


          



     	10.	
          The waiver by either party of a breach of any provision of this Agreement shall
          not operate or be construed as a waiver of any subsequent breach of the same or
          any other provision of this Agreement. 


          



     	11.	
          Any notice required or permitted to be given under this Agreement shall be in
          writing and shall be deemed to have been given when deposited in a United States
          post office, registered or certified mail, postage prepaid, return receipt
          requested, or sent via overnight delivery service, and addressed as follows: 


          



	 	
If
to Supplier:






	 	
Protexx
Incorporated 
22THEN LLC 
350 Fifth Ave, 59th Floor
New York, NY 10118  






	 	
If
to Escrow Agent: 






	 	
Foley
& Lardner LLP
3000 K Street, N.W.
Suite 500
Washington, DC 20007
Attn: Thomas James, Esq. 






	 	
If
to User: 






	 	
WidePoint
Corporation
One Lincoln Center, R.E., Suite 1100
Oakbrook Terrace, Illinois 60181
Attn:
James McCubbin 






     	12.	
          The rights and obligations hereunder shall not be assignable by any party
          without the prior written consent of the other parties, which consent shall not
          be unreasonably withheld or delayed. This Agreement shall be binding upon and
          ensure to the benefit of the parties hereto, and their successors and permitted
          assigns. 


          



     	13.	
          This Agreement may not be amended or modified except by written instrument
          executed by the parties hereto. In the event any such amendment changes or
          relates to the obligations of Escrow Agent hereunder, any such amendment must
          also be executed by Escrow Agent. 


          



     	14.	
          This Agreement, constitutes the entire agreement between the parties pertaining
          to the subject matter hereof and supersedes all prior agreements,
          understandings, negotiations, discussions, whether oral or written, of the
          parties. There are no warranties, representations, promises or inducements or
          other agreements between the parties in connection with the subject matter
          hereof, except as specifically set forth herein. 


          




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SUPPLIER: 


	Protexx Incorporated	 
	
By:  /s/ Peter Letizia	11/05/2007
	        Name:  Peter Letizia	Date
	        Its:  President/CEO
	
22THEN LLC:
	
By:  /s/ Peter Letizia	11/05/2007
	        Name:  Peter Letizia	Date
	        Its:  President/CEO




ESCROW AGENT: FOLEY & LARDNER
LLP 


	By:  /s/ Thomas James, Esq.	11/07/2007
	        Name:  Thomas James, Esq.	Date




USER: WIDEPOINT
CORPORATION 


	By:  /s/ James McCubbin	11/05/2007
	        Name:  James McCubbin	Date
	        Its: V.P. and C.F.O.
















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