THIS
COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
ACT, AS AMENDED (THE “1933 ACT”). THE HOLDER HEREOF, BY PURCHASING THIS COMMON
STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE
1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE
AGREEMENT (“PURCHASE AGREEMENT”), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE
OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL
AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE
EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY. 	 





     _________________ 



WIDEPOINT CORPORATION 



COMMON STOCK PURCHASE
WARRANT 




	Number of shares: 	5,714,286






	Holder:  	Barron
Partners LP
c/o Andrew Barron Worden
Managing Partner
730 Fifth Avenue, 9th Floor

New York NY 10019
tel 212-659-7790
fax 646-607-2223
cell 917-854-0036
abw@barronpartners.com 






	Expiration Date: 	October 17th, 2009






	Exercise Price per Share:   	$0.40








Widepoint Corporation, a company
organized and existing under the laws of the State of Delaware (the
“Company”), hereby certifies that, for value received,
Barron Partners LP, or its registered assigns (the “Warrant
Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company up to 5,714,286 shares (the “Warrant
Shares”) of common stock, $0.001 par value (the “Common
Stock”), of the Company (each such share, a “Warrant
Share” and all such shares, the “Warrant
Shares”) in exchange for (a) one (1) Warrant and (b) 0.40 per Warrant
Share (as adjusted from time to time as provided in Section 7) (the “Exercise
Price”), at any time and from time to time from and after the date
thereof and through and including 5:00 p.m. New York City time on October 17th,
2009 (or eighteen months of effectiveness of a Registration Statement subsequent to the
issuance herein, whichever is longer)(the “Expiration Date”), and subject to the
following terms and conditions: 
















        1.    Registration
of Warrant. The Company shall register this Warrant upon           records to be
maintained by the Company for that purpose (the           “Warrant Register”),
in the name of the record           Warrant Holder hereof from time to time. The Company
may deem and treat the           registered Warrant Holder of this Warrant as the
absolute owner hereof for the           purpose of any exercise hereof or nay
distribution to the Warrant Holder, and           for all other purposes, and the Company
shall not be affected by notice to the           contrary.  





        2.    Investment
Representation. The Warrant Holder by accepting this Warrant           represents
that the Warrant Holder is acquiring this Warrant for its own account           or the
account of an affiliate for investment purposes and not with the view to           any
offering or distribution and that the Warrant Holder will not sell or           otherwise
dispose of this Warrant or the underlying Warrant Shares in violation           of
applicable securities laws. The Warrant Holder acknowledges that the
          certificates representing any Warrant Shares will bear a legend indicating that
          they have not been registered under the United States Securities Act of 1933,
as           amended (the “1933 Act”) and may not be sold by
          the Warrant Holder except pursuant to an effective registration statement or
          pursuant to an exemption from registration requirements of the 1933 Act and in
          accordance with federal and state securities laws. If this Warrant was acquired
          by the Warrant Holder pursuant to the exemption from the registration
          requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant
          Holder acknowledges and covenants that this Warrant may not be exercised by or
          on behalf of a Person during the one year distribution compliance period (as
          defined in Regulation S) following the date hereof. “Person” means
an individual, partnership, firm, limited           liability company, trust, joint
venture, association, corporation, or any other           legal entity.  





        3.    Validity
of Warrant and Issue of Shares. The Company represents and           warrants that
this Warrant has been duly authorized and validly issued and           warrants and
agrees that all of Common Stock that may be issued upon the           exercise of the
rights represented by this Warrant will, when issued upon such           exercise, be
duly authorized, validly issued, fully paid and nonassessable and           free from all
taxes, liens and charges with respect to the issue thereof. The           Company further
warrants and agrees that during the period within which the           rights represented
by this Warrant may be exercised, the Company will at all           times have authorized
and reserved a sufficient number of Common Stock to           provide for the exercise of
the rights represented by this Warrant.  









2 













        4.    Registration
of Transfers and Exchange of Warrants. 







                a.    Subject
to compliance with the legend set forth on the face of this Warrant,           the
Company shall register the transfer of any portion of this Warrant in the
          Warrant in the Warrant Register, upon surrender of this Warrant with the Form
of           Assignment attached hereto duly completed and signed, to the Company at the
          office specified in or pursuant to Section 9. Upon any such registration or
          transfer, a new warrant to purchase Common Stock, in substantially the form of
          this Warrant (any such new warrant, a “New           Warrant”),
evidencing the portion of this Warrant so           transferred shall be issued to the
transferee and a New Warrant evidencing the           remaining portion of this Warrant
not so transferred, if any, shall be issued to           the transferring Warrant Holder.
The acceptance of the New Warrant by the           transferee thereof shall be deemed the
acceptance of such transferee of all of           the rights and obligations of a Warrant
Holder of a Warrant.  





                b.       This
Warrant is exchangeable, upon the surrender hereof by the Warrant           Holder to the
office of the Company specified in or pursuant to Section 9 for           one or more New
Warrants, evidencing in the aggregate the right to purchase the           number of
Warrant Shares which may then be purchased hereunder. Any such New           Warrant will
be dated the date of such exchange.  





        5.    
Exercise of Warrants.  





                a.    Upon
surrender of this Warrant with the Form of Election to Purchase           attached hereto
duly completed and signed to the Company, at its address set           forth in Section
9, and upon payment and delivery of the Exercise Price per           Warrant Share
multiplied by the number of Warrant Shares that the Warrant Holder           intends to
purchase hereunder, in lawful money of the United States of America,           in cash or
by certified or official bank check or checks, to the Company, all as           specified
by the Warrant Holder in the Form of Election to Purchase, the Company           shall
promptly (but in no event later than seven (7) business days after the           Date of
Exercise [as defined herein]) issue or cause to be issued and cause to           be
delivered to or upon the written order of the Warrant Holder and in such name
          or names as the Warrant Holder may designate (subject to the restrictions on
          transfer described in the legend set forth on the face of this Warrant), a
          certificate for the Warrant Shares issuable upon such exercise, with such
          restrictive legend as required by the 1933 Act. Any person so designated by the
          Warrant Holder to receive Warrant Shares shall be deemed to have become holder
          of record of such Warrant Shares as of the Date of Exercise of this Warrant.  





                b.                 A
“Date of Exercise” means the date on which the Company shall have
          received (i) this Warrant (or any New Warrant, as applicable), with the Form of
          Election to Purchase attached hereto (or attached to such New Warrant)
          appropriately completed and duly signed, and (ii) payment of the Exercise Price
          for the number of Warrant Shares so indicated by the Warrant Holder to be
          purchased.  









3 












                c.    This
Warrant shall be exercisable at any time and from time to time for such           number
of Warrant Shares as is indicated in the attached Form of Election To           Purchase.
If less than all of the Warrant Shares which may be purchased under           this
Warrant are exercised at any time, the Company shall issue or cause to be
          issued, at its expense, a New Warrant evidencing the right to purchase the
          remaining number of Warrant Shares for which no exercise has been evidenced by
          this Warrant.  





                d.    (i)    Notwithstanding
anything contained herein to the contrary, the holder           of this Warrant may, at
its election exercised in its sole discretion, exercise           this Warrant in whole
or in part and, in lieu of making the cash payment           otherwise contemplated to be
made to the Company upon such exercise in payment           of the Aggregate Exercise
Price, elect instead to receive upon such exercise the           “Net Number” of
shares of Common Stock determined according to           the following formula (a “Cashless
Exercise”):  





Net Number = (A x (B
— C))/B  



                         (ii)                 For
purposes of the foregoing formula:  





	 	
A
= the total number shares with respect to which this Warrant is then being exercised. 






	 	
B
= the last reported sale price (as reported by Bloomberg) of the Common Stock on
immediately preceding the date of the Exercise Notice. 






	 	
C
= the Warrant Exercise Price then in effect at the time of such exercise. 






                e.                 The
holder of this Warrant agrees not to elect for a period of one (1) year a
          Cashless Exercise. The holder of this Warrant also agrees not to elect a
          Cashless Exercise so long as there is an effective registration statement for
          the shares underlying this Warrant.  





        6.    Maximum
Exercise. The Warrant Holder shall not be entitled to exercise           thisWarrant
to purchase that number of whole shares of Common Stock           which would result in
beneficial ownership by the Warrant Holder and its           affiliates of more than
4.99% of the outstanding shares of Common Stock on such           date; provided,
however, that the Holder may revoke the restriction described in           this paragraph
upon sixty-one (61) days prior written notice from the Holder to           the Company,
but in such event the Warrant Holder hereby agrees that no person           or entity
(including but not limited to the Warrant Holder and its affiliates)           shall have
any right to vote twenty-five percent (25%) of the shares of Common           Stock,
including but not limited to all shares of Common Stock issued upon           exercise of
the Warrant, then held by or at the direction of or for the benefit           of the
Warrant Holder and/or its affiliates. For the purposes of the immediately
          preceding sentence, beneficial ownership shall be determined in accordance with
          Section 13(d) of the Securities Exchange Act of 1934, as amended, and
Regulation           13d-3 thereunder.  







4 












        7.    Adjustment
of Exercise Price and Number of Shares. The character of the           shares of
stock or other securities at the time issuable upon exercise of this           Warrant
and the Exercise Price therefore, are subject to adjustment upon the           occurrence
of the following events, and all such adjustments shall be           cumulative;
provided, however, that no adjustment shall be made to this Warrant           as a result
of any agreement to which the Company is a party as of the date of           this
Warrant:  





                a.       Adjustment
for Stock Splits, Stock Dividends, Recapitalizations, Etc. The           Exercise
Price of this Warrant and the number of shares of Common Stock or other
          securities at the time issuable upon exercise of this Warrant shall be
          appropriately adjusted to reflect any stock dividend, stock split, combination
          of shares, reclassification, recapitalization or other similar event affecting
          the number of outstanding shares of stock or securities.  





                b.       Adjustment
for Reorganization, Consolidation, Merger, Etc. In case of any
          consolidation or merger of the Company with or into any other corporation,
          entity or person, or any other corporate reorganization, in which the Company
          shall not be the continuing or surviving entity of such consolidation, merger
or           reorganization (any such transaction being hereinafter referred to as a “Reorganization”), then,
in each case, the holder of this           Warrant, on exercise hereof at any time after
the consummation or effective date           of such Reorganization (the “Effective
Date”),           shall receive, in lieu of the shares of stock or other
securities at any time           issuable upon the exercise of the Warrant issuable on
such exercise prior to the           Effective Date, the stock and other securities and
property (including cash) to           which such holder would have been entitled upon
the Effective Date if such           holder had exercised this Warrant immediately prior
thereto (all subject to           further adjustment as provided in this Warrant).  





                c.    Certificate
as to Adjustments. In case of any adjustment or           readjustment in the
price or kind of securities issuable on the exercise of this           Warrant pursuant
to Section 7(a) or (b) above, the Company will promptly give           written notice
thereof to the holder of this Warrant in the form of a           certificate, certified
and confirmed by the Board of Directors of the Company,           setting forth such
adjustment or readjustment and showing in reasonable detail           the facts upon
which such adjustment or readjustment is based.  





        8.    Fractional
Shares. The Company shall not be required to issue or cause to           be issued
fractional Warrant Shares on the exercise of this Warrant. The number           of full
Warrant Shares that shall be issuable upon the exercise of this Warrant           shall
be computed on the basis of the aggregate number of Warrants Shares           purchasable
on exercise of this Warrant so presented. If any fraction of a           Warrant Share
would, except for the provisions of this Section 8, be issuable on           the exercise
of this Warrant, the Company shall, at its option, (i) pay an           amount in cash
equal to the Exercise Price multiplied by such fraction or (ii)           round the
number of Warrant Shares issuable, up to the next whole number.  







5 












        9.    Sale
or Merger of the Company. In the event of a sale or merger of           substantially
all of the Company or an underwritten public offering of the           Common Stock, then
(i) the Company will give the Warrant Holder at least 70 days           notice before the
closing of such a transaction, with the Investor having the           right to waive such
notice requirement, and (ii) in the event of the closing of           any such
transaction, the 4.99% restriction will immediately be terminated and           the
Warrant Holder will have the right to exercise the Warrants concurrent with           the
closing of the sale or underwritten public offering; provided, however that,           so
long as the Warrant Holder and/or its affiliates own, directly or           beneficially,
in excess of 4.99% of the then outstanding number of shares of           Common Stock,
the restrictions on the voting rights of the Warrant Holder shall           remain and
continue in effect with respect to twenty-five percent (25%) of the           shares of
Common Stock which the Warrant Holder and/or its affiliates then own.  





        10.    Notice. All
notices and other communications hereunder shall be in           writing and shall be
deemed to have been given (i) on the date they are           delivered if delivered in
person; (ii) on the date initially received if           delivered by facsimile
transmission followed by registered or certified mail           confirmation; (iii) on
the date delivered by an overnight courier service; or           (iv) on the third
business day after it is mailed by registered or certified           mail, return receipt
requested with postage and other fees prepaid as follows:  






	 	
If
to the Company:  






	 	
WidePoint
Corporation 
One Lincoln Centre 
Suite 1100 
Oakbrook Terrace, IL 60181 
Attn: James T.
McCubbin 






	 	
If
to the Warrant Holder:  






	 	
Andrew
Barron Worden 
Managing Partner 
Barron Partners LP 
730 Fifth Avenue, 9th Floor 
New York,
NY 10019 
tel 212-659-7790 







        11.    
Miscellaneous.  





                a.    This
Warrant shall be binding on and inure to the benefit of the parties           hereto and
their respective successors and permitted assigns. This Warrant may           be amended
only in writing and signed by the Company and the Warrant Holder.  





                b.    Nothing
in this Warrant shall be construed to give to any person or           corporation other
than the Company and the Warrant Holder any legal or equitable           right, remedy or
cause of action under this Warrant; this Warrant shall be for           the sole and
exclusive benefit of the Company and the Warrant Holder.  







6 












                c.                 This
Warrant shall be governed by, construed and enforced in accordance with the
          internal laws of the State of New York without regard to the principles of
          conflicts of law thereof.  





                d.    The
headings herein are for convenience only, do not constitute a part of           this
Warrant and shall not be deemed to limit or affect any of the provisions
          hereof.  





                e.    In
case any one or more of the provisions of this Warrant shall be invalid           or
unenforceable in any respect, the validity and enforceablilty of the           remaining
terms and provisions of this Warrant shall not in any way be affected           or
impaired thereby and the parties will attempt in good faith to agree upon a
          valid and enforceable provision which shall be a commercially reasonably
          substitute therefore, and upon so agreeing, shall incorporate such substitute
          provision in this Warrant.  





                f.    The
Warrant Holder shall not, by virtue hereof, be entitled to any voting or           other
rights of a shareholder of the Company, either at law or equity, and the           rights
of the Warrant Holder are limited to those expressed in this Warrant.  





        IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the
authorized officer as of October 20, 2004.  



	WidePoint Corporation


	
	
By:   	
   
	

	Name:   	   
	
	Title:   	   
	













7 












FORM OF ELECTION TO
PURCHASE 



(To be executed by the Warrant Holder
to exercise the right to purchase shares of Common Stock under the foregoing Warrant) 



To:  WidePoint
Corporation:  



In accordance with the Warrant enclosed
with this Form of Election to Purchase, the undersigned hereby irrevocably elects to
purchase ______________ shares of Common Stock (“Common Stock”), $0.001 par
value, of WidePoint Corporation and encloses one warrant and $0.40 for each Warrant Share
being purchased or an aggregate of $________________ in cash or certified or official bank
check or checks, which sum represents the aggregate Exercise Price (as defined in the
Warrant) together with any applicable taxes payable by the undersigned pursuant to the
Warrant. 



The undersigned requests that
certificates for the shares of Common Stock issuable upon this exercise be issued in the
name of: 



		
	   
	
	   
	
	   
	
	(Please print name and address) 	
	
   
	
	(Please insert Social Security or Tax Identification Number) 	











If the number of shares of Common
Stock issuable upon this exercise shall not be all of the shares of Common Stock which the
undersigned is entitled to purchase in accordance with the enclosed Warrant, the
undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right
to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced
hereby be issued in the name of and delivered to: 


		
	   
	
	   
	
	   
	
	(Please print name and address) 	









	Dated:______________________


 	Name of Warrant Holder:



		(Print)   	  

		(By:)   	  

		
(Name:)   	
  

		(Title:)   	  

		 
Signature must conform in all respects to name of

                                                     Warrant Holder as specified on the face of the Warrant








8