MASTER AMENDMENT 



        MASTER
AMENDMENT, dated as of October 29, 2004 (the “Amendment”), to each of the
following agreements entered into as of October 20, 2004 and closed on October 25, 2004,
between WIDEPOINT CORPORATION, a corporation organized and existing under the laws
of the State of Delaware (“WIDEPOINT” or the
“Company”), and Barron Partners L.P., a Delaware limited
partnership (hereinafter referred to collectively as
“Investor”): (i) the Preferred Stock Purchase Agreement
(the “Purchase Agreement”); (ii) the Registration Rights Agreement (the
“Registration Rights Agreement”); (iii) the Certificate of Designations, Rights
and Preferences relating to the Company’s Series A Preferred Stock; (iv) the Warrant
Agreement; and (v) the Escrow Agreement. All of the foregoing agreements are hereinafter
collectively referred to as the “Agreements.” 



PRELIMINARY STATEMENT: 



        WHEREAS,
the Investor has already purchased from the Company as of October 25, 2004, upon the terms
and subject to the conditions of the Purchase Agreement, Two Million Dollars
($2,000,000.00) worth of Series A Preferred Stock of the Company (the “Initial
Preferred Stock”), with such series of preferred stock being as described in the
Certificate of Designations, Rights and Preferences attached as Exhibit A to the
Purchase Agreement (the “Preferred Stock”), with the Initial
Preferred Stock being convertible at any time into an aggregate of 11,428,570 shares of
common stock of the Company, par value $0.001 per share (the “Common Stock”). In
addition, the Company issued Common Stock Purchase Warrants (the “First
Warrants”) to the Investor to purchase up to an additional 5,714,286 shares
of Common Stock of the Company at an exercise price of forty cents ($0.40) per common
share; and 



        WHEREAS,
the Investor wishes to purchase from the Company, upon the terms and subject to the
conditions of this Amendment, an additional One Million Five Hundred Eighty Thousand
Dollars ($1,580,000.00) worth of Preferred Stock, with additional warrants to purchase
additional shares of Common Stock, all as set forth in greater detail herein; and 



        WHEREAS,
the parties intend to memorialize the purchase and sale of such additional shares of
Preferred Stock and the additional warrants. 



        NOW,
THEREFORE, in consideration of the mutual covenants and premises contained herein, and
for other good and valuable consideration, the receipt and adequacy of which are hereby
conclusively acknowledged, the parties hereto, intending to be legally bound, agree as
follows: 



PREFERRED STOCK
PURCHASE AGREEMENT BETWEEN
WIDEPOINT CORPORATION AND BARRON PARTNERS LP  
PAGE 1 OF 6  












I. INCORPORATION BY
REFERENCE, SUPERSEDER AND DEFINITIONS 



1.1     Incorporation by
Reference. The foregoing recitals and the Exhibits attached hereto and referred to
herein, are hereby acknowledged to be true and accurate, and are incorporated herein by
this reference. 



1.2     Superseder. This
Amendment, to the extent that it is inconsistent with any other instrument or
understanding among the parties governing the affairs of the Company, shall supersede such
instrument or understanding to the fullest extent permitted by law, including being an
amendment to each and all of the Agreements. In the event of any conflict between this
Amendment and any of the Agreements, the provisions of this Amendment shall supercede and
control over any inconsistent provisions of the Agreements. A copy of this Amendment shall
be filed at the Company’s principal office. 



1.3     Certain Definitions. For
purposes of this Amendment, all capitalized terms used in this Amendment shall have the
same meanings as given to such terms in the Agreements unless otherwise provided herein. 



II.          SALE
AND PURCHASE OF WIDEPOINT PREFERRED STOCK AND WARRANTS PURCHASE PRICE 





2.1     Sale of Additional Preferred
Stock and Issuance of Additional Warrants.  



        (a)                 Upon
the terms and subject to the conditions set forth herein, and in accordance
          with applicable law, the Company agrees to sell to the Investor, and the
          Investor agrees to purchase from the Company, on October 29, 2004 (the
          “Additional Closing Date”) 902,857 shares of Preferred Stock (the
          “Additional Preferred Stock”) and additional warrants (the
          “Additional Warrants”) to purchase 4,514,285 shares of Common Stock,
          at an exercise price of $0.40 per share (the “Additional Warrants”)
          for the aggregate purchase price (the “Purchase Price”) of One
Million           Five Hundred Eighty Thousand Dollars ($1,580,000.00). The Purchase
Price shall           be paid by the Investor to the Company on or before the Additional
Closing Date           by a wire transfer of the Purchase Price to the Company or the
Escrow Agent. The           Company shall cause the Additional Preferred Stock and the
Additional Warrants           to be issued to the Investor upon the receipt by the
Company of the Purchase           Price. The Company shall register the shares of Common
Stock into which the           Additional Preferred Stock is convertible pursuant to the
terms and conditions           of the Registration Rights Agreement, subject to the
provisions of Section 3.3.  




PREFERRED STOCK
PURCHASE AGREEMENT BETWEEN
WIDEPOINT CORPORATION AND BARRON PARTNERS LP  
PAGE 2 OF 6  












        (b)                 The
Additional Preferred Stock shall be convertible by the Investor into an
          aggregate total of 9,028,570 shares of Common Stock (the “Additional
          Conversion Shares”); provided, however, that the Investor shall not be
          entitled to convert any shares of the Preferred Stock (consisting of both the
          Initial Preferred Stock and the Additional Preferred Stock) into shares of
          Common Stock that would result in beneficial ownership by the Investor and its
          affiliates of more than 4.99% of the then outstanding number of shares of
Common           Stock on such date; provided, however, that the Investor may revoke the
          restriction described in this paragraph upon sixty-one (61) days prior written
          notice from the Investor to the Company, but in such event the Investor hereby
          agrees that no person or entity (including but not limited to the Investor and
          its affiliates) shall have any right to vote the number of shares of Common
          Stock, including but not limited to all Conversion Shares and the Additional
          Conversion Shares, then held by or at the direction of or for the benefit of
the           Investor and/or its affiliates which would result in the Investor and/or
its           affiliates having the right to vote more than twenty-two percent (22%) of
the           total votes able to be voted at any time by all the then outstanding shares
of           voting stock of the Company. 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.  




        (c)                 Upon
execution and delivery of this Agreement and the Company’s receipt of           the
Purchase Price from the escrow agent pursuant to the terms of the Escrow
          Agreement, the Company shall issue to the Investor the Additional Warrant to
          purchase an aggregate of 4,514,285 shares of Common Stock at an exercise price
          of $0.40 per share, all pursuant to the terms and conditions of the form of
          Warrant previously issued by the Company to the Investor; provided, however,
          that the Investor shall not be entitled to exercise the Additional Warrant and
          receive shares of Common Stock that would result in beneficial ownership by the
          Investor and its affiliates of more than 4.99% of the then outstanding number
of           shares of Common Stock on such date; provided, however, that the Investor
may           revoke the restriction described in this paragraph upon sixty-one (61) days
          prior written notice from the Investor to the Company, but in such event the
          Investor hereby agrees that no person or entity (including but not limited to
          the Investor and its affiliates) shall have any right to vote the number of
          shares of Common Stock, including but not limited to all shares of Common Stock
          issued upon exercise of the Warrant and the Additional Warrant, then held by or
          at the direction of or for the benefit of the Investor and/or its affiliates
          which would result in the Investor and/or its affiliates having the right to
          vote more than twenty-two percent (22%) of the total votes able to be voted at
          any time by all the then outstanding shares of voting stock of the Company. 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.  




2.2     Purchase Price. The
Purchase Price shall be delivered by the Investor in the form of a check or wire transfer
made payable to the Company in United States Dollars from the Investor to the escrow agent
pursuant to the Escrow Agreement on the Closing Date. 




PREFERRED STOCK
PURCHASE AGREEMENT BETWEEN
WIDEPOINT CORPORATION AND BARRON PARTNERS LP  
PAGE 3 OF 6  










III. OTHER CHANGES 



3.1     Reimbursement of Due
Diligence Expenses. Section 5.10 of the Purchase Agreement is amended to
provide that due diligence expenses shall not exceed $16,000, subject to Investor
providing proof of payment of such expenses to the Company. 



3.2     Reimbursement of Legal
Expenses. Section 5.11 of the Purchase Agreement is amended to provide that
legal expenses shall not exceed $8,000, subject to Investor providing proof of payment of
such expenses to the Company. 



3.3     Reservation Of Common
Stock. The shares of Common Stock underlying the Additional Preferred Stock
and the Additional Warrant are subject to the shareholders of the Company approving an
increase in the total number of authorized shares of Common Stock of the Company. The
Company agrees that it will use all reasonable efforts to cause a Stockholders Meeting to
be convened by December 31, 2004 or as soon thereafter as possible, at which the
Company’s stockholders will be asked to (i) approve an increase in the total number
of authorized shares of Common Stock of the Company to an amount which is mutually
acceptable to the Investor and the Company and (ii) to increase the number of shares of
Common Stock underlying the Company’s Stock Option Plan to equal 10% of the total
number of authorized shares of Common Stock of the Company, including a vesting schedule
of one third of the shares upon award, and one third in each of the two consecutive
following years, after the increase referred to in Clause (i) above. The Company further
agrees that it will not issue or otherwise utilize any Common Stock not currently reserved
as of the date of this Agreement for any additional purposes until such time as the
shareholders have approved the increase in the number of authorized shares in an amount
sufficient to cover the Shares underlying the Preferred Stock and Warrants issuable to the
Investor 



3.4     Sale or Merger of
Company. Paragraph 6.16 of the Preferred Stock Purchase Agreement is hereby
modified to read as follows: 



	 	
In
the event of a sale or merger of substantially all of the Company or an underwritten
minimum public offering of $5.0 Million of the Common Stock of the Company, then the 4.99%
restriction in the Preferred Stock and in the Warrants will immediately be terminated and
the Investors will have the right to convert the Preferred Stock and exercise the Warrants
concurrent with the sale, subject to the conversion by the Investor of the Preferred Stock
and the payment by the Investor to the Company of the aggregate exercise price of the
Warrant; provided, however that, in such event the Investor hereby agrees that no person
or entity (including but not limited to the Investor and its affiliates) shall have any
right to vote the number of shares of Common Stock then held by or at the direction of or
for the benefit of the Investor and/or its affiliates which would result in the Investor
and/or its affiliates having the right to vote more than twenty-two percent (22%) of the
total votes able to be voted at any time by all the then outstanding shares of voting
stock of the Company. 







PREFERRED STOCK
PURCHASE AGREEMENT BETWEEN
WIDEPOINT CORPORATION AND BARRON PARTNERS LP  
PAGE 4 OF 6  










3.5     Use of
Proceeds. The Company will use the proceeds from the sale of the Additional
Preferred Stock and the Additional Warrants (excluding amounts paid by the Company for
legal and administrative fees in connection with the sale of such securities) for working
capital and acquisitions. 



3.6     Restrictive Legend.
The Investor acknowledges and agrees that the Additional Preferred Stock, the
Additional Warrants and the shares of Common Stock underlying the Additional Preferred
Stock and Additional Warrants shall contain the same restrictive legend as contained in
the Agreements. 



3.7     Entire
Agreement. This Amendment, together with the Agreements, constitutes the
entire agreement of the parties and this Amendment supersedes all prior agreements
(including the Agreements) and undertakings, both written and oral, between the parties,
or any of them, with respect to the subject matter hereof. All provisions of the
Agreements which are not amended by the provisions of this Amendment shall remain
unchanged and continue in full force and effect. 



[SIGNATURES ON
FOLLOWING PAGE] 














PREFERRED STOCK
PURCHASE AGREEMENT BETWEEN
WIDEPOINT CORPORATION AND BARRON PARTNERS LP  
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        IN
WITNESS WHEREOF, the Investors and the Company have as of the date first written above
executed this Agreement. 



WIDEPOINT: 






WIDEPOINT CORPORATION 






/s/ Steve Komar
By: Steve
Komar 
Chairman, President and Chief Executive Officer  








INVESTOR: 






BARRON PARTNERS LP 









/s/ Andrew Barron
Worden
Andrew Barron Worden
President, General Partner of Barron Partners LP
730 Fifth
Avenue, 9th Floor
New York NY 10019  



















PREFERRED STOCK
PURCHASE AGREEMENT BETWEEN
WIDEPOINT CORPORATION AND BARRON PARTNERS LP  
PAGE 6 OF 6