WIDEPOINT CORPORATION  



CERTIFICATE OF
DESIGNATION OF 
PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES A CONVERTIBLE
PREFERRED STOCK  



        The
undersigned, Steve Komar and James McCubbin, do hereby certify that:  





        1.                 They
are the President and Secretary, respectively, of WidePoint Corporation, a
          Delaware corporation (the “Corporation”).  





        2.     The
Corporation is authorized to issue 10,000,000 shares of preferred stock,           none
of which have been previously issued.  





        3.     The
following resolutions were duly adopted by the Board of Directors:  





        WHEREAS,
the Certificate of Incorporation of the Corporation provides for a class of its
authorized stock known as preferred stock, comprised of 10,000,000 shares, $0.001 par
value per share, issuable from time to time in one or more series;  





        WHEREAS,
the Board of Directors of the Corporation is authorized to fix the dividend rights,
dividend rate, voting rights, conversion rights, rights and terms of redemption and
liquidation preferences of any wholly unissued series of preferred stock and the number
of shares constituting any Series and the designation thereof, of any of them; and  





        WHEREAS,
it is the desire of the Board of Directors of the Corporation, pursuant to its authority
as aforesaid, to fix the rights, preferences, restrictions and other matters relating to
a series of the preferred stock, which shall consist of up to 1,142,857 shares of the
preferred stock which the corporation has the authority to issue, as follows:  





        NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the
issuance of a series of preferred stock for cash or exchange of other securities, rights
or property and does hereby fix and determine the rights, preferences, restrictions and
other matters relating to such series of preferred stock as follows:  









1 










TERMS OF PREFERRED
STOCK  



        Section
1.     Definitions. Capitalized terms used and not otherwise defined herein that are defined
in the Purchase Agreement (as defined below) shall have the meanings given such terms in
the Purchase Agreement. For the purposes hereof, the following terms shall have the
following meanings:  



	 	        “Bankruptcy
Event” means any of the following events: (a) the Corporation or any Significant
Subsidiary (as such term is defined in Rule 1.02(s) of Regulation S-X) thereof commences
a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction relating to the Corporation or any Significant Subsidiary thereof; (b) there
is commenced against the Corporation or any Significant Subsidiary thereof any such case
or proceeding that is not dismissed within 60 days after commencement; (c) the
Corporation or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or
any order of relief or other order approving any such case or proceeding is entered; (d)
the Corporation or any Significant Subsidiary thereof suffers any appointment of any
custodian or the like for it or any substantial part of its property that is not
discharged or stayed within 60 days; (e) the Corporation or any Significant Subsidiary
thereof makes a general assignment for the benefit of creditors; (f) the Corporation or
any Significant Subsidiary thereof calls a meeting of its creditors with a view to
arranging a composition, adjustment or restructuring of its debts; or (g) the Corporation
or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates
its consent to, approval of or acquiescence in any of the foregoing or takes any
corporate or other action for the purpose of effecting any of the foregoing. 







	 	        “Closing
Date” means the Trading Day when all of the Transaction Documents have been executed
and delivered by the applicable parties thereto, and all conditions precedent to (i) the
Purchasers’ obligations to pay the Subscription Amount and (ii) the Corporation’s
obligations to deliver the Securities have been satisfied or waived, including the
satisfaction of all provisions of the Escrow Agreement entered into pursuant to the terms
of the Purchase Agreement. 







	 	        “Commission”means
the Securities and Exchange Commission. 







	 	        “Common
Stock” means the Corporation’s common stock, par value $0.001 per share, and
stock of any other class into which such shares may hereafter have been reclassified or
changed. 







	 	        “Common
Stock Equivalents” means any securities of the Corporation or the Subsidiaries which
would entitle the holder thereof to acquire at any time Common Stock, including without
limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock. 












2 











	 	        “Conversion
Date” shall have the meaning set forth in Section 6(a). 







	 	        “Conversion
Value”shall have the meaning set forth in Section 6(a). 







	 	        “Conversion
Shares” means, collectively, the shares of Common Stock into which the shares of
Preferred Stock are convertible in accordance with the terms hereof. 







	 	        “Conversion
Shares Registration Statement” means a registration statement that meets the
requirements of the Registration Rights Agreement and registers the resale of all
Conversion Shares by the Holder, who shall be named as a “selling stockholder”thereunder,
all as provided in the Registration Rights Agreement. 







	 	        “Dilutive
Issuance” shall have the meaning set forth in Section 7(b) hereof. 







	 	        “Effective
Date” means the date that the Conversion Shares Registration Statement is declared
effective by the Commission. 







	 	        “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 







	 	        “Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees,
officers or directors of the Corporation pursuant to any stock or option plan duly
adopted by a majority of the non-employee members of the Board of Directors of the
Corporation or a majority of the members of a committee of non-employee directors
established for such purpose, (b) securities upon the exercise of or conversion of any
securities issued hereunder, and of any convertible securities, options or warrants
issued and outstanding on the date of this Certificate of Designations, provided that
such securities have not been amended since the date of this Certificate of Designations
to increase the number of such securities, and (c) securities issued pursuant to
acquisitions or strategic transactions, provided any such issuance shall only be to a
Person which is, itself or through its subsidiaries, an operating company in a business
synergistic with the business of the Corporation and in which the Corporation receives
benefits in addition to the investment of funds, but shall not include a transaction in
which the Corporation is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities. 







	 	        “Fundamental
Transaction” shall have the meaning set forth in Section 7(f)(iii) hereof. 







	 	        “Holder”shall
have the meaning given such term in Section 2 hereof. 







	 	        “Junior
Securities” means the Common Stock and all other equity or equity equivalent
securities of the Corporation other than those securities that are explicitly senior in
rights or liquidation preference to the Preferred Stock. 







	 	        “Original
Issue Date” shall mean the date of the first issuance of any shares of the Preferred
Stock regardless of the number of transfers of any particular shares of Preferred Stock
and regardless of the number of certificates which may be issued to evidence such
Preferred Stock. 







3 












	 	        “Person”means
a corporation, an association, a partnership, a limited liability company, a business
association, an individual, a government or political subdivision thereof or a
governmental agency. 







	 	        “Purchase
Agreement” means the Preferred Stock Purchase Agreement, dated as of the October 20,
2004, to which the Corporation and the original Holders are parties, as amended, modified
or supplemented from time to time in accordance with its terms, a copy of which is on
file at the principal offices of the Corporation. 







	 	        “Registration
Rights Agreement” means the Registration Rights Agreement, dated as of the date of
the Purchase Agreement, to which the Corporation and the original Holder are parties, as
amended, modified or supplemented from time to time in accordance with its terms. 







	 	        “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder. 







	 	        “Subscription
Amount” shall mean the Two Million Dollars ($2,000,000.00) to be paid for the
Preferred Stock purchased pursuant to the Purchase Agreement, in United States Dollars
and in immediately available funds. 







	 	        “Subsidiary”shall
have the meaning given to such term in the Purchase Agreement. 







	 	        “Trading
Day” means a day on which the Common Stock is traded on a Trading Market. 







	 	        “Trading
Market” means the following markets or exchanges on which the Common Stock is listed
or quoted for trading on the date in question: the Nasdaq SmallCap Market, the American
Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or the OTC
Bulletin Board. 







	 	        “Transaction
Documents” shall have the meaning set forth in the Purchase Agreement. 







        Section
2.     Designation, Amount and Par Value. The series of
preferred stock shall be designated as its Series A Convertible Preferred Stock (the
“Preferred Stock”) and the number of shares so designated shall be 1,142,857
(which shall not be subject to increase without the consent of all of the holder of the
Preferred Stock (the “Holder”). Each share of Preferred Stock shall have a par
value of $0.001 per share. Capitalized terms not otherwise defined herein shall have the
meaning given such terms in Section 1 hereof.  





4 












        Section
3.     Dividends and Other Distributions. No dividends shall be payable with respect to the
Preferred Stock. No dividends shall be payable with respect to the Common Stock while the
Preferred Stock is outstanding. The Common Stock shall not be redeemed while the Preferred
Stock is outstanding except only after at least 70 days prior written notice to the
Holders of the Preferred Stock.  



        Section
4.     Voting Rights. The Preferred Stock shall have no voting rights. However, so long as any
shares of Preferred Stock are outstanding, the Corporation shall not, without the
affirmative approval of the Holders of the shares of the Preferred Stock then outstanding,
(a) alter or change adversely the powers, preferences or rights given to the Preferred
Stock or alter or amend this Certificate of Designation, (b) authorize or create any class
of stock ranking as to dividends or distribution of assets upon a Liquidation (as defined
in Section 5) senior to or otherwise pari passu with the Preferred Stock, (c) amend its
certificate of incorporation or other charter documents in breach of any of the provisions
hereof, (d) increase the authorized number of shares of Preferred Stock, or (e) enter into
any agreement with respect to the foregoing.  



        Section
5.     Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary (a “Liquidation”), the Holders shall be
entitled to receive out of the assets of the Corporation, whether such assets are capital
or surplus, for each share of Preferred Stock an amount equal to $1.75 per share before
any distribution or payment shall be made to the holders of any Junior Securities, and if
the assets of the Corporation shall be insufficient to pay in full such amounts, then the
entire assets to be distributed to the Holders shall be distributed among the Holders
ratably in accordance with the respective amounts that would be payable on such shares if
all amounts payable thereon were paid in full. A Fundamental Transaction or Change of
Control Transaction shall not be treated as a Liquidation. The Corporation shall mail
written notice of any such Liquidation, not less than 70 days prior to the payment date
stated therein, to each record Holder.  



        Section
6.     Conversion.  





	 	        a)     
Conversions at Option of Holder. Each share of Preferred Stock shall be
convertible into ten (10) shares of Common Stock (subject to the
limitations set forth in Section 6(c)) , at the option of the Holder, at
any time and from time to time from and after the Original Issue Date .
Holders shall effect conversions by providing the Corporation with the
form of conversion notice attached hereto as Annex A (a “Notice of
Conversion”) as fully and originally executed by the Holder, together
with the delivery by the Holder to the Corporation of the stock
certificate(s) representing the number of shares of Preferred Stock so
converted, with such stock certificates being duly endorsed in full for
transfer to the Corporation or with an applicable stock power duly
executed by the Holder in the manner and form as deemed reasonable by the
transfer agent of the Common Stock. Each Notice of Conversion shall
specify the number of shares of Preferred Stock to be converted, the
number of shares of Preferred Stock owned prior to the conversion at
issue, the number of shares of Preferred Stock owned subsequent to the
conversion at issue, the stock certificate number and the shares of
Preferred Stock represented thereby which are accompanying the Notice of
Conversion, and the date on which such conversion is to be effected, which
date may not be prior to the date the Holder delivers such Notice of
Conversion and the applicable stock certificates to the Corporation by
overnight delivery service (the “Conversion Date”). If no
Conversion Date is specified in a Notice of Conversion, the Conversion Date
shall be the Trading Day immediately following the date that such Notice
of Conversion and applicable stock certificates are received by the
Corporation. The calculations and entries set forth in the Notice of
Conversion shall control in the absence of manifest or mathematical error.
Shares of Preferred Stock converted into Common Stock in accordance with
the terms hereof shall be canceled and may not be reissued. The Conversion
Value of the Preferred Stock shall be equal to $0.175 per share. 







5 











	 	        b)     
Automatic Conversion. 







	 	        (i)             All
of the outstanding shares of Preferred Stock shall be automatically
               converted into the Conversion Shares (A) upon the consummation of an
               underwritten public offering pursuant to a registration statement filed
with and                declared effective by the Securities and Exchange Commission
under the                Securities Act of 1933 covering the offer and sale of Common
Stock for the                account of the Corporation having an aggregate market value
of at least Five                Million Dollars ($5,000,000.00) (a “Qualified Public
Offering”), or                (B) if the fair market value of the Corporation (being
the number of outstanding                shares of Common Stock multiplied by the per
share market price of the Common                Stock) exceeds One Hundred Million
Dollars ($100,000,000) after a registration                statement covering the shares
of Common Stock into which the Preferred Stock is                convertible and the
Warrants are exercisable has been effective for a period of                at least
thirty (30) days, or (C) upon the written consent of the holder of all                of
the Preferred Stock or (D) upon the close of business on the business day
               immediately preceding the date fixed for consummation of any transaction
               resulting in a Change of Control of the Corporation (A, B, C and D above
               together shall be referred to as an “Automatic Conversion Event”).
A                “Change in Control” means a consolidation or merger of the
Corporation                with or into another company or entity in which the
Corporation is not the                surviving entity or the sale of all or
substantially all of the assets of the                Corporation to another company or
entity not controlled by a then existing                stockholder of the Corporation in
a transaction or series of transactions. The                Corporation shall provide the
holder of all the shares of the Preferred Stock                with at least 70 days
prior written notice before the closing of any Automatic                Conversion Event,
which notice the holder may waive. The Corporation shall not                be obligated
to issue certificates evidencing the Conversion Shares unless                certificates
evidencing all of the shares of Preferred Stock so converted are                either
delivered to the Corporation or its transfer agent or the holder notifies
               the Corporation or its transfer agent in writing that such certificates
have                been lost, stolen, or destroyed and executes an agreement
satisfactory to the                Corporation to indemnify the Corporation from any loss
incurred by it in                connection therewith.  







	 	        (ii)      Upon
an Automatic Conversion Event, all of the then outstanding shares
of the Preferred Stock shall be converted automatically without any further action by the
holder of such shares and whether or not the certificates representing such shares are
surrendered to the Corporation or its transfer agent; provided, however, that the
Corporation shall not be obligated to issue certificates evidencing the Conversion Shares
unless certificates evidencing all such then outstanding shares of Preferred Stock so
converted are either delivered to the Corporation or its transfer agent or the holder
notifies the Corporation or its transfer agent in writing that such certificates have been
lost, stolen, or destroyed and executes an agreement satisfactory to the Corporation to
indemnify the Corporation from any loss incurred by it in connection therewith. Upon the
conversion of the Preferred Stock pursuant to this paragraph 6(b)(ii), the Company shall
promptly send written notice thereof, by hand delivery or by overnight delivery, to the
holder of record of all of the Preferred Stock at its address then shown on the records of
the Corporation, which notice shall state that certificates evidencing shares of Preferred
Stock must be surrendered at the office of the Corporation (or of its transfer agent for
the Common Stock, if applicable). 









6 












	 	        c)     
Beneficial Ownership Limitation. Except as provided in Paragraphs 6(b)(i)(A),
(B) and (D) above, the Corporation shall not effect any conversion of the
Preferred Stock, and the Holder shall not have the right to convert any portion
of the Preferred Stock to the extent that after giving effect to such
conversion, the Holder (together with the Holder’s affiliates), as set
forth on the applicable Notice of Conversion, would beneficially own in excess
of 4.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to such conversion.  For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by the Holder
and its affiliates shall include the number of shares of Common Stock issuable
upon conversion of the Preferred Stock with respect to which the determination
of such sentence is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (A) conversion of the remaining,
nonconverted shares of Preferred Stock beneficially owned by the Holder or any
of its affiliates, so long as such shares of Preferred Stock are not
convertible within sixty (60) days from the date of such determination, and (B)
exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Corporation (including the Warrants) subject to a limitation
on conversion or exercise analogous to the limitation contained herein
beneficially owned by the Holder or any of its affiliates, so long as such
other securities of the Corporation are not exercisable nor convertible within
sixty (60) days from the date of such determination.  For purposes of this
Section 6(c), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act. For purposes of this Section 6(c), in
determining the number of outstanding shares of Common Stock, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in the
most recent of the following: (A) the Corporation’s most recent Form 10-Q
or Form 10-K, as the case may be, (B) a more recent public announcement by the
Corporation or (C) any other written notice by the Corporation or the
Corporation’s transfer agent setting forth the number of shares of Common
Stock outstanding.  Upon the written or oral request of the Holder, the
Corporation shall within five (5) Trading Days confirm orally and in writing to
the Holder the number of shares of Common Stock then outstanding.  In any
case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the
Corporation, including the Preferred Stock, by the Holder or its affiliates
since the date as of which such number of outstanding shares of Common Stock
was publicly reported by the Corporation. The provisions of this Section 6(c)
may be waived by the Holder upon, at the election of the Holder, not less than
61 days’ prior notice to the Corporation, and the provisions of this
Section 6(c) shall continue to apply until such 61st day (or such later date,
as determined by the Holder, as may be specified in such notice of waiver);
provided, however, notwithstanding anything contained in this Certificate of
Designations or the Purchase Agreement to the contrary, in the event the
Conversion Shares when issued and combined with all other shares of Common
Stock beneficially owned by the recipient of the Conversion Shares and its
affiliates equals, at any time, more than 4.99% of the total number of then
outstanding shares of Common Stock, then for so long as such recipient and its
affiliates beneficially owns more than 4.99% of the total number of then
outstanding shares of Common Stock the recipient of the Conversion Shares and
its affiliates shall have no right to vote twenty-five percent (25%) of the
shares of Common Stock, including but not limited to all Conversion Shares,
then held by or at the direction of such recipient and/or its affiliates in
excess of 4.99% of the then outstanding number of shares of Common Stock. 









7 











	 	        d)     
Mechanics of Conversion 







	 	        i.     
Delivery of Certificate Upon Conversion. Not later than five (5) Trading Days
after each Conversion Date (the “Share Delivery Date”), the
Corporation shall deliver to the Holder a certificate or certificates which,
after the Effective Date, shall represent the number of shares of Common Stock
being acquired upon the conversion of shares of Preferred Stock. If in the case
of any Notice of Conversion such certificate or certificates are not delivered
to or as directed by the applicable Holder by the fifth Trading Day after the
Conversion Date, the Holder shall be entitled to elect by written notice to the
Corporation at any time on or before its receipt of such certificate or
certificates thereafter, to rescind such conversion, in which event the
Corporation shall immediately return the certificates representing the shares
of Preferred Stock tendered for conversion after the receipt by the Corporation
of any and all shares of Common Stock issued to the Holder pursuant to such
conversion which is then being rescinded. 







	 	        ii.    
Obligation Absolute; Partial Liquidated Damages. The Corporation’s
obligations to issue and deliver the Conversion Shares upon conversion of
Preferred Stock in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce
the same, other than the compliance by the Holder with the provisions of
Section 6(a) hereinabove, any waiver or consent with respect to any provision
hereof, the recovery of any judgment against any Person or any action to
enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination. If the Corporation fails to deliver to the Holder such certificate
or certificates pursuant to Section 6(e)(i) within five (5) Trading Days of the
Share Delivery Date applicable to such conversion, the Corporation shall pay to
such Holder, in cash, as liquidated damages and not as a penalty, for the
number of shares of Preferred Stock equal to each $5,000 of original face
value/purchase price of the Preferred Stock being converted, $25 per Trading
Day for each Trading Day after the Share Delivery Date until such certificates
are delivered. Nothing herein shall limit a Holder’s right to pursue
actual damages for the Corporation’s failure to deliver certificates
representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to
it hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief. 








8 












	 	        iii.   
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that
it will at all times reserve and keep available out of its authorized and
unissued shares of Common Stock solely for the purpose of issuance upon
conversion of the Preferred Stock, each as herein provided, free from
preemptive rights or any other actual contingent purchase rights of persons
other than the Holders, not less than such number of shares of the Common Stock
as shall (subject to any additional requirements of the Corporation as to
reservation of such shares set forth in the Purchase Agreement) be issuable
(taking into account the adjustments and restrictions of Section 7) upon the
conversion of all outstanding shares of Preferred Stock. The Corporation
covenants that all shares of Common Stock that shall be so issuable shall, upon
issue, be duly and validly authorized, issued and fully paid, nonassessable
and, if the Conversion Shares Registration Statement is then effective under
the Securities Act, registered for public sale in accordance with such
Conversion Shares Registration Statement. 







	 	        iv.    
Fractional Shares. Upon a conversion hereunder, the Corporation shall not be
required to issue stock certificates representing fractions of shares of the
Common Stock. 







	 	        v.     
Transfer Taxes. The issuance of certificates for shares of the Common Stock on
conversion of the Preferred Stock shall be made without charge to the Holders
thereof for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificate, provided that the
Corporation shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate
upon conversion in a name other than that of the Holder of such shares of
Preferred Stock so converted and the Corporation shall not be required to issue
or deliver such certificates unless or until the person or persons requesting
the issuance thereof shall have paid to the Corporation the amount of such tax
or shall have established to the satisfaction of the Corporation that such tax
has been paid. 







        Section
7.     Certain Adjustments.  





	 	        a)     
Stock Dividends and Stock Splits. If the Corporation, at any time while the
Preferred Stock is outstanding: shall pay a stock dividend or otherwise make a
distribution or distributions on shares of its Common Stock or any other equity
or equity equivalent securities payable in shares of Common Stock (which, for
avoidance of doubt, shall not include any shares of Common Stock issued by the
Corporation pursuant to this Preferred Sock), then the Conversion Value shall
be multiplied by a fraction of which the numerator shall be the number of
shares of Common Stock (excluding treasury shares, if any) outstanding before
such event and of which the denominator shall be the number of shares of Common
Stock outstanding after such event. Any adjustment made pursuant to this
Section shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or
distribution. 








9 












	 	        b)     
Subsequent Equity Sales. If the Corporation or any Subsidiary thereof, as
applicable, at any time while Preferred Stock is outstanding, shall offer,
sell, grant any option to purchase or offer, sell or grant any right to reprice
its securities, or otherwise dispose of or issue (or announce any offer, sale,
grant or any option to purchase or other disposition) any Common Stock or
Common Stock Equivalents entitling any Person to acquire shares of Common
Stock, at an effective price per share less than the then Conversion Value (“Dilutive
Issuance”), as adjusted hereunder (if the holder of the Common Stock or
Common Stock Equivalents so issued shall at any time, whether by operation of
purchase price adjustments, reset provisions, floating conversion, exercise or
exchange prices or otherwise, or due to warrants, options or rights per share
which is issued in connection with such issuance, be entitled to receive shares
of Common Stock at an effective price per share which is less than the
Conversion Value, such issuance shall be deemed to have occurred for less than
the Conversion Value), then the Conversion Value shall be reduced to equal the
effective conversion, exchange or purchase price for such Common Stock or
Common Stock Equivalents (including any reset provisions thereof) at issue.
Such adjustment shall be made whenever such Common Stock or Common Stock
Equivalents are issued. The Corporation shall notify the Holder in writing, no
later than the Business Day following the issuance of any Common Stock or
Common Stock Equivalents subject to this section, indicating therein the
applicable issuance price, or of applicable reset price, exchange price,
conversion price and other pricing terms. 







	 	        c)     
Calculations. All calculations under this Section 7 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be. The number
of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Corporation, and the
description of any such shares of Common Stock shall be considered on issue or
sale of Common Stock. For purposes of this Section 7, the number of shares of
Common Stock deemed to be issued and outstanding as of a given date shall be
the sum of the number of shares of Common Stock (excluding treasury shares, if
any) actually issued and outstanding. 







	 	        d)     
Notice to Holders. 







	 	        i.     
Adjustment to Conversion Price. Whenever the Conversion Value is adjusted
pursuant to any of this Section 7, the Corporation shall promptly mail to each
Holder a notice setting forth the Conversion Value after such adjustment and
setting forth a brief statement of the facts requiring such adjustment. 









10 











	 	        ii.    
Notice to Allow Conversion by Holder. If (A) the Corporation shall declare a
redemption of the Common Stock; (B) the Corporation shall authorize the
granting to all holders of the Common Stock rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights; (C) the
approval of any stockholders of the Corporation shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to
which the Corporation is a party, any sale or transfer of all or substantially
all of the assets of the Corporation, of any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property; (D) the
Corporation shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation; then, in each
case, the Corporation shall cause to be filed at each office or agency
maintained for the purpose of conversion of the Preferred Stock, and shall
cause to be mailed to the Holders at their last addresses as they shall appear
upon the stock books of the Corporation, at least 70 calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be
taken, the date as of which the holders of the Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided, that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice. Any and all Conversion Shares issued or issuable upon
conversion shall be entitled to share in such transaction notwithstanding the
record date of such transaction so long as the Holders of the Preferred Stock
elect to convert their shares of Preferred Stock into Conversion Shares prior
to the expiration of such 70-day notice period. 







	 	        iii.   
Exempt Issuance. Notwithstanding the foregoing, no adjustment will be made
under this Section 7 in respect of an Exempt Issuance. 







        Section
8.     [Deleted] 





        Section
9.     [Deleted] 





        Section
10.    Miscellaneous.  





	 	        a)     
Notices. Any and all notices or other communications or deliveries to be
provided by the Holders hereunder, including, without limitation, any
Notice of Conversion, shall be in writing and delivered personally or sent
by a nationally recognized overnight courier service, addressed to the
Corporation, at the address set forth in the Purchase Agreement, Attn:
Chairman and Chief Executive Officer or such other address as the
Corporation may specify for such purposes by notice to the Holders
delivered in accordance with this Section. Any and all notices or other
communications or deliveries to be provided by the Corporation hereunder
shall be in writing and delivered personally or sent by a nationally
recognized overnight courier service addressed to each Holder at the
address of such Holder appearing on the books of the Corporation, or at
the principal place of business of the Holder. Any notice or other
communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the second Business Day following the date of
mailing, if sent by nationally recognized overnight courier service, or
(ii) upon actual receipt by the party to whom such notice is required to
be given. 







11 












	 	        b)     
Absolute Obligation. Except as expressly provided herein, no provision of
this Certificate of Designation shall alter or impair the obligation of
the Corporation, which is absolute and unconditional, to pay the
liquidated damages (if any) on, the shares of Preferred Stock at the time,
place, and rate, and in the coin or currency, herein prescribed. 







	 	        c)     
Lost or Mutilated Preferred Stock Certificate. If a Holder’s
Preferred Stock certificate shall be mutilated, lost, stolen or destroyed,
the Corporation shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated certificate, or in lieu of or in
substitution for a lost, stolen or destroyed certificate, a new
certificate for the shares of Preferred Stock so mutilated, lost, stolen
or destroyed but only upon receipt of evidence of such loss, theft or
destruction of such certificate, and of the ownership hereof, and
indemnity, if requested, all reasonably satisfactory to the Corporation. 







	 	        d)     
Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Certificate of Designation shall be
governed by and 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. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the
transactions contemplated by any of the Transaction Documents (whether
brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the
state and federal courts sitting in the City of New York, Borough of
Manhattan (the “New York Courts”). Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the New York Courts
for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, or such New York Courts are improper or
inconvenient venue for such proceeding. Each party hereby irrevocably
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Certificate of Designation and agrees
that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Each
party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Certificate of Designation or the
transactions contemplated hereby. If either party shall commence an action
or proceeding to enforce any provisions of this Certificate of
Designation, then the prevailing party in such action or proceeding shall
be reimbursed by the other party for its attorneys fees and other costs
and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding. 







12 












	 	        e)     
Waiver. Any waiver by the Corporation or the Holder of a breach of any
provision of this Certificate of Designation shall not operate as or be
construed to be a waiver of any other breach of such provision or of any
breach of any other provision of this Certificate of Designation. The
failure of the Corporation or the Holder to insist upon strict adherence
to any term of this Certificate of Designation on one or more occasions
shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term
of this Certificate of Designation. Any waiver must be in writing. 







	 	        f)     
Severability. If any provision of this Certificate of Designation is
invalid, illegal or unenforceable, the balance of this Certificate of
Designation shall remain in effect, and if any provision is inapplicable
to any person or circumstance, it shall nevertheless remain applicable to
all other persons and circumstances. If it shall be found that any
interest or other amount deemed interest due hereunder violates applicable
laws governing usury, the applicable rate of interest due hereunder shall
automatically be lowered to equal the maximum permitted rate of interest. 







	 	        g)     
Next Business Day. Whenever any payment or other obligation hereunder
shall be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day. 







	 	        h)     
Headings. The headings contained herein are for convenience only, do not
constitute a part of this Certificate of Designation and shall not be
deemed to limit or affect any of the provisions hereof. 







RESOLVED, FURTHER, that the Chairman,
the president or any vice-president, and the secretary or any assistant secretary, of the
Corporation be and they hereby are authorized and directed to prepare and file a
Certificate of Designation of Preferences, Rights and Limitations in accordance with the
foregoing resolution and the provisions of Nevada law. 



        IN
WITNESS WHEREOF, the undersigned have executed this Certificate this 20th day of October
2004. 





	


		



	  
		  

	Name:

Title:
		Name:

Title:









13 













ANNEX A  



NOTICE OF CONVERSION  



(TO BE EXECUTED BY THE
REGISTERED HOLDER IN ORDER 
TO CONVERT SHARES OF PREFERRED STOCK) 



The undersigned hereby elects to
convert the number of shares of Series A Convertible Preferred Stock indicated below, into
shares of common stock, par value $0.001 per share (the “Common Stock”), of
WidePoint Corporation, a Delaware corporation (the “Corporation”), according to
the conditions hereof, as of the date written below. If shares are to be issued in the
name of a person other than undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Corporation in accordance therewith. No fee will be charged to
the Holder for any conversion, except for such transfer taxes, if any. 



Conversion calculations:  



	 	
Date
to Effect Conversion: ___________________________________________






	 	
Number
of shares of Preferred Stock owned prior to Conversion: ________________  






	 	
Number
of shares of Preferred Stock to be Converted: ________________________  






	 	
Stated
Value of shares of Preferred Stock to be Converted: ____________________  






	 	
Number
of shares of Common Stock to be Issued: ___________________________  






	 	
Certificate
Number of Preferred Stock attached hereto:________________________  






	 	
Number
of Shares of Preferred Stock represented by attached certificate:__________  






	 	
Number
of shares of Preferred Stock subsequent to Conversion: ________________  






		[HOLDER]



		By:   	   

			     Name:

     Title:









14