PREFERRED STOCK
PURCHASE AGREEMENT 



BETWEEN 



WIDEPOINT CORPORATION 



AND 



BARRON PARTNERS LP 



DATED 



OCTOBER 20, 2004 





















PREFERRED STOCK
PURCHASE AGREEMENT 



        This
PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is
made and entered into as of the 20th day of October, 2004 by and among 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”). 



PRELIMINARY STATEMENT:  



        WHEREAS,
the Investor wishes to purchase from the Company, upon the terms and subject to the
conditions of this Agreement, Two Million Dollars ($2,000,000.00) worth of preferred stock
of the Company, with such preferred stock being as described in the Certificate of
Designations, Rights and Preferences attached hereto as Exhibit A (the
“Preferred Stock”). The Preferred Stock shall be convertible into
shares of common stock of the Company at any time after the payment by the Investor to the
Company of a conversion price of seventeen and one half cents ($0.175) per share (the
“Conversion Price”). In addition, the Company will issue to the
Investor Common Stock Purchase Warrants (the “Warrants”) 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 parties intend to memorialize the purchase and sale of such Preferred Stock and the
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: 



ARTICLE 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 Agreement, 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. A copy of this
Agreement shall be filed at the Company’s principal office.  







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













1.3     Certain
Definitions. For purposes of this Agreement, the following capitalized terms shall
have the following meanings (all capitalized terms used in this Agreement that are not
defined in this Article 1 shall have the meanings set forth elsewhere in this Agreement):  



           1.3.1    “1933
Act” means the Securities Act of 1933, as amended.  





           1.3.2    “1934
Act” means the Securities Exchange Act of 1934, as amended.  





           1.3.3
    “Affiliate” means a Person or Persons
directly or indirectly, through one or more intermediaries, controlling, controlled by or
under common control with the Person(s) in question. The term “control,” as
used in the immediately preceding sentence, means, with respect to a Person that is a
corporation, the right to the exercise, directly or indirectly, of more than 50 percent
of the voting rights attributable to the shares of such controlled corporation and, with
respect to a Person that is not a corporation, the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of such
controlled Person.  





           1.3.4
    “Articles”. The Certificate of
Incorporation of the Company, as the same may be amended from time to time.  





           1.3.5
    “Closing Date” means the payment of Two
Million Dollars ($2,000,000.00) by the Investor to the Company pursuant to this Agreement
to purchase the Preferred Stock, which shall occur on or before October 21, 2004.  





           1.3.6
    “Common Stock” means shares of common
stock of the Company, par value $0.001 per share  





           1.3.7
    “Effective  Date”  shall  mean  the  date
 the  Registration  Statement  of the  Company covering the Shares being subscribed for
hereby is declared effective.  





           1.3.8
    “Escrow  Agreement”  shall  mean  the
 escrow  agreement  between  the  Company  and the Investor attached hereto as Exhibit D.  





           1.3.9
    “ Material Adverse  Effect” shall mean any
adverse  effect on the business,  operations, properties or financial condition of the
Company that is material and adverse to the Company and its subsidiaries and affiliates,
taken as a whole and/or any condition, circumstance, or situation that would prohibit or
otherwise materially interfere with the ability of the Company to perform any of its
material obligations under this Agreement or the Registration Rights Agreement or to
perform its obligations under any other material agreement.  







STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
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           1.3.10
    “Delaware Act” means the Delaware General Corporation
Law, as amended.  





           1.3.11
    “Person” means an individual,
partnership, firm, limited liability company, trust, joint venture, association,
corporation, or any other legal entity.  





           1.3.12
    “Purchase Price” means the $2,000,000.00
paid by the Investor to the Company for the Preferred Stock and the Warrants.  





           1.3.13
    “Registration Rights Agreement” shall
mean the registration rights agreement between the Investor and the Company attached
hereto as Exhibit B.  





           1.3.14
    “Registration Statement” shall mean the
registration statement under the 1933 Act to be filed with the Securities and Exchange
Commission for the registration of the Shares pursuant to the Registration Rights
Agreement attached hereto as Exhibit B.  





           1.3.15
    “SEC”  means the Securities and Exchange
Commission.  





           1.3.16
    “SEC Documents” shall mean the Company’s
latest Form 10-K or 10-KSB as of the time in question, all Forms 10-Q or 10-QSB and 8-K
filed thereafter, and the Proxy Statement for its latest fiscal year as of the time in
question until such time as the Company no longer has an obligation to maintain the
effectiveness of a Registration Statement as set forth in the Registration Rights
Agreement.  





           1.3.17
    “Shares” shall mean, collectively, the
shares of Common Stock of the Company issued upon conversion of the Preferred Stock
subscribed for hereunder and those shares of Common Stock issuable to the Investor upon
exercise of the Warrants.  





           1.3.18
    “Warrants” shall mean the Common Stock
Purchase Warrants in the form attached hereto Exhibit C. 





ARTICLE II 



SALE AND PURCHASE OF
WIDEPOINT PREFERRED 
STOCK AND WARRANTS PURCHASE PRICE 





2.1     Sale of
Preferred Stock and Issuance of 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 the Closing Date 1,142,857
          shares of Preferred Stock and the Warrants for the purchase price (the
          “Purchase Price”) of Two Million Dollars ($2,000,000.00). The
Purchase           Price shall be paid by the Investor to the Company on the Closing Date
by a wire           transfer of the Purchase Price into escrow to be held by the escrow
agent           pursuant to the terms of the Escrow Agreement. The Company shall cause
the           Preferred Stock and the Warrants to be issued to the Investor upon the
release           of the Purchase Price to the Company by the escrow agent pursuant to
the terms           of the Escrow Agreement. The Company shall register the shares of
Common Stock           into which the Preferred Stock is convertible pursuant to the
terms and           conditions of a Registration Rights Agreement attached hereto as Exhibit
          B.  







STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
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           (b)                 The
Preferred Stock shall be convertible by the Investor into an aggregate total           of
11,428,570 shares of Common Stock (the “Conversion Shares”);
          provided, however, that the Investor shall not be entitled to convert the
          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           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 or for
the           benefit of the Investor 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.  





           (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 Warrant to purchase an
          aggregate of 5,714,286 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 attached
          hereto as Exhibit C; provided, however, that the Investor shall not be
          entitled to exercise the 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 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
          Investor 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.  












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















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.  



ARTICLE III 



CLOSING DATE AND
DELIVERIES AT CLOSING 



3.1     Closing
Date The closing of the transactions contemplated by this Agreement (the “Closing”),
unless expressly determined herein, shall be held at the offices of the Company, at 5:00
P.M. local time, on the Closing Date or on such other date and at such other place as may
be mutually agreed by the parties, including closing by facsimile with originals to
follow.  



3.2     Deliveries
by the Company. In addition to and without limiting any other provision of this
Agreement, the Company agrees to deliver, or cause to be delivered, to the escrow agent
under the Escrow Agreement, the following:  



           (a)    
               At or prior to Closing, an executed Agreement;  





           (b)    
               At or prior to Closing, an executed Warrant in the name of the Investor in
the                form attached hereto as Exhibit C;  





           (c)    
               At or prior to Closing, an executed Registration Rights Agreement between
the                Investor and the Company in the form attached hereto as Exhibit B;  





           (d)    
               At or prior to Closing, confirmation that the provisions of Paragraphs 6.6
and                6.7 herein have been satisfied or commenced, as appropriate;  





           (e)    
               At or prior to the Closing, an executed Escrow Agreement; and  





           (f)    
               Such other documents or certificates as shall be reasonably requested by
the                each Investor or its counsel.  





3.3     Deliveries
by Investor. In addition to and without limiting any other provision of this
Agreement, the Investor agrees to deliver, or cause to be delivered, to the escrow agent
under the Escrow Agreement, the following:  



           (a)              At
or prior to Closing, the aggregate amount of Two Million Dollars
          ($2,000,000.00);  







           (b)    
At or prior to Closing, an executed Agreement;  







        (c)    At
or           prior to Closing, an executed Registration Rights Agreement between the
Investor           and the Company in the form attached hereto as Exhibit B; and  





        (d)    Such
other documents or certificates as shall be reasonably requested by the Company or
its counsel.  









STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 5  














In the event any document provided to
the other party in Paragraphs 3.2 and 3.3 herein are provided by facsimile, the party
shall forward an original document to the other party within seven (7) business days. 



3.4    Further
Assurances. The Company and the Investor shall, upon request, on or after the
Closing Date, cooperate with each other (specifically, the Company shall cooperate with
the Investor, and the Investor shall cooperate with the Company) by furnishing any
additional information, executing and delivering any additional documents and/or other
instruments and doing any and all such things as may be reasonably required by the
parties or their counsel to consummate or otherwise implement the transactions
contemplated by this Agreement.  



3.5    Waiver. The
Investor may waive any of the requirements of Section 3.2 of this Agreement, and the
Company at its discretion may waive any of the provisions of Section 3.3 of this
Agreement. The Investor may also waive any of the requirements of the Company under the
Escrow Agreement.  



ARTICLE IV 



REPRESENTATIONS AND
WARRANTIES OF WIDEPOINT 



           WIDEPOINT
represents and warrants to the Investor (which warranties and representations shall
survive the Closing regardless of what examinations, inspections, audits and other
investigations the Investor has heretofore made or may hereinafter make with respect to
such warranties and representations) as follows: 



4.1     Organization
and Qualification. WIDEPOINT is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, and has the requisite
corporate power and authority to own, lease and operate its properties and to carry on
its business as it is now being conducted and is duly qualified to do business in any
other jurisdiction by virtue of the nature of the businesses conducted by it or the
ownership or leasing of its properties, except where the failure to be so qualified will
not, when taken together with all other such failures, have a Material Adverse Effect on
the business, operations, properties, assets, financial condition or results of operation
of WIDEPOINT and its subsidiaries taken as a whole.  







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AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
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4.2     Articles
of Incorporation and By-Laws. The complete and correct copies of WIDEPOINT’s
Articles of Incorporation and By-Laws, as amended or restated to date which have been
filed with the Securities and Exchange Commission are a complete and correct copy of such
document as in effect on the date hereof and as of the Closing Date.  



4.3     Capitalization.  



           4.3.1    
The  authorized and  outstanding  capital stock of WIDEPOINT is set forth in WIDEPOINT’s
Annual Report on Form 10-K, filed on March 31, 2004 with the Securities and Exchange
Commission and updated on all subsequent SEC Documents. All shares of capital stock have
been duly authorized and are validly issued, and are fully paid and no assessable, and
free of preemptive rights.  





           4.3.2    
 Except  pursuant  to this  Agreement  and as set forth in  Schedule  4.3 hereto, and as
set forth in WIDEPOINT’s SEC Documents, filed with the SEC, as of the date hereof
and as of the Closing Date, there are not now outstanding options, warrants, rights to
subscribe for, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for, shares of any class of capital
stock of WIDEPOINT, or agreements, understandings or arrangements to which WIDEPOINT is a
party, or by which WIDEPOINT is or may be bound, to issue additional shares of its
capital stock or options, warrants, scrip or rights to subscribe for, calls or commitment
of any character whatsoever relating to, or securities or rights convertible into or
exchangeable for, any shares of any class of its capital stock. The Company agrees to
inform the Investors in writing of any additional warrants granted prior to the Closing
Date.  





           4.3.3    
The Company on the Closing Date (i) will have full right, power, and authority to sell,
assign, transfer, and deliver, by reason of record and beneficial ownership, to the
Investor, WIDEPOINT Shares hereunder, free and clear of all liens, charges, claims,
options, pledges, restrictions, and encumbrances whatsoever; and (ii) upon conversion of
the Preferred Stock or exercise of the Warrants, the Investor will acquire good and
marketable title to such Shares, free and clear of all liens, charges, claims, options,
pledges, restrictions, and encumbrances whatsoever, except as otherwise provided in this
Agreement as to the limitation on the voting rights of such Shares in certain
circumstances.  





4.4     Authority.
WIDEPOINT has all requisite corporate power and authority to execute and deliver this
Agreement, the Preferred Stock, the Waarrants, to perform its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and thereby. The
execution and delivery of this Agreement by WIDEPOINT and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary corporate
action and no other corporate proceedings on the part of WIDEPOINT is necessary to
authorize this Agreement or to consummate the transactions contemplated hereby except as
disclosed in this Agreement. This Agreement has been duly executed and delivered by
WIDEPOINT and constitutes the legal, valid and binding obligation of WIDEPOINT,
enforceable against WIDEPOINT in accordance with its terms.  







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AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
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4.5     No
Conflict; Required Filings and Consents. The execution and delivery of this
Agreement by WIDEPOINT does not, and the performance by WIDEPOINT of their respective
obligations hereunder will not: (i) conflict with or violate the Articles or By-Laws of
WIDEPOINT; (ii) conflict with, breach or violate any federal, state, foreign or local
law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, “Laws”)
in effect as of the date of this Agreement and applicable to WIDEPOINT; or (iii) result
in any breach of, constitute a default (or an event that with notice or lapse of time or
both would become a default) under, give to any other entity any right of termination,
amendment, acceleration or cancellation of, require payment under, or result in the
creation of a lien or encumbrance on any of the properties or assets of WIDEPOINT
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which WIDEPOINT is a party or by
WIDEPOINT or any of its properties or assets is bound. Excluding from the foregoing are
such violations, conflicts, breaches, defaults, terminations, accelerations, creations of
liens, or incumbency that would not, in the aggregate, have a Material Adverse Effect.  



4.6     Report
and Financial Statements. WIDEPOINT’s Annual Report on Form 10-K, filed on
March 31, 2004 with the Securities and Exchange Commission contains the audited financial
statements of WIDEPOINT as of December 31, 2003 (the “Financial Statements”).
Each of the balance sheets contained in or incorporated by reference into any such
Financial Statements (including the related notes and schedules thereto) fairly presented
the financial position of WIDEPOINT as of its date, and each of the statements of income
and changes in stockholders’ equity and cash flows or equivalent statements in such
Financial Statements (including any related notes and schedules thereto) fairly presents,
changes in stockholders’ equity and changes in cash flows, as the case may be, of
WIDEPOINT for the periods to which they relate, in each case in accordance with United
States generally accepted accounting principles (“U.S. GAAP”)
consistently applied during the periods involved, except in each case as may be noted
therein, subject to normal year-end audit adjustments in the case of unaudited
statements. The books and records of WIDEPOINT have been, and are being, maintained in
all material respects in accordance with U.S. GAAP and any other applicable legal and
accounting requirements and reflect only actual transaction.  



4.7     Compliance with Applicable
Laws. WIDEPOINT is not in violation of, or, to the knowledge of WIDEPOINT
is under investigation with respect to or has been given notice or has been charged with
the violation of any Law of a governmental agency, except for violations which
individually or in the aggregate do not have a Material Adverse Effect. 







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AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
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4.8     Brokers.Except
as set forth on Schedule 4.8, no broker, finder or investment banker is entitled to any
brokerage, finder’s or other fee or Commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of WIDEPOINT  



4.9     SEC
Documents. WIDEPOINT acknowledges that WIDEPOINT is a publicly held company and
has made available to the Investor after demand true and complete copies of any requested
SEC Documents. The Company has registered its Common Stock pursuant to Section 12 of the
1934 Act, and the Common Stock is quoted and traded on the OTC Bulletin Boardof the
National Association of Securities Dealers, Inc. The Company has received no notice,
either oral or written, with respect to the continued quotation or trading of the Common
Stock on the OTC Bulletin Board. The Company has not provided to the Investor any
information that, according to applicable law, rule or regulation, should have been
disclosed publicly prior to the date hereof by the Company, but which has not been so
disclosed. As of their respective dates, the SEC Documents complied in all material
respects with the requirements of the 1934 Act, and rules and regulations of the SEC
promulgated thereunder and the SEC Documents did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they
were made, not misleading..  



4.10     Litigation.
To the knowledge of WIDEPOINT, no litigation, claim, or other proceeding before any court
or governmental agency is pending or threatened against WIDEPOINT that materially effects
this Agreement.  



4.11     Exemption
from Registration. Subject to the accuracy of the Investor’s representations
in Article V, except as required pursuant to the Registration Rights Agreement, the sale
of the Common Stock and Warrants by the Company to the Investor will not require
registration under the 1933 Act, but may require registration under New York state
securities law if applicable to the Investor. When validly converted in accordance with
the terms of the Preferred Stock, and upon exercise of the Warrants in accordance with
their terms, the Shares underlying the Preferred Stock and the Warrants will be duly and
validly issued, fully paid, and non-assessable. The Company is issuing the Preferred
Stock and the Warrants in accordance with and in reliance upon the exemption from
securities registration afforded, inter alia, by Rule 506 under Regulation D as
promulgated by the SEC under the 1933 Act, and/or Section 4(2) of the 1933 Act; provided,
however, that certain filings and registrations may be required under state securities
“blue sky” laws depending upon the residency of the Investor.  



4.12     No
General Solicitation or Advertising in Regard to this Transaction. Neither the
Company nor any of its Affiliates nor, to the knowledge of the Company, any Person acting
on its or their behalf (i) has conducted or will conduct any general solicitation (as
that term is used in Rule 502(c) of Regulation D as promulgated by the SEC under the 1933
Act) or general advertising with respect to the sale of the Units, or (ii) made any
offers or sales of any security or solicited any offers to buy any security under any
circumstances that would require registration of the Units, under the 1933 Act, except as
required herein.  







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4.13     No
Material Adverse Change. Since June 30, 2004, no Material Adverse Effect has
occurred or exists with respect to the Company that has not been disclosed in the SEC
Documents. No material supplier has given notice, oral or written, that it intends to
cease or reduce the volume of its business with the Company from historical levels. Since
June 30, 2004, no event or circumstance has occurred or exists with respect to the
Company or its businesses, properties, prospects, operations or financial condition,
that, under any applicable law, rule or regulation, requires public disclosure or
announcement prior to the date hereof by the Company but which has not been so publicly
announced or disclosed in writing to the Investor.  



4.14     Excluded. 



4.15     Internal
Controls And Procedures. The Company maintains books and records and internal
accounting controls which provide reasonable assurance that (i) all transactions to which
the Company or any subsidiary is a party or by which its properties are bound are
executed with management’s authorization; (ii) the recorded accounting of the Company’s
consolidated assets is compared with existing assets at regular intervals; (iii) access
to the Company’s consolidated assets is permitted only in accordance with management’s
authorization; and (iv) all transactions to which the Company or any subsidiary is a
party or by which its properties are bound are recorded as necessary to permit
preparation of the financial statements of the Company in accordance with U.S. generally
accepted accounting principles.  



4.16     Full
Disclosure. No representation or warranty made by WIDEPOINT in this Agreement and
no certificate or document furnished or to be furnished to the Investor pursuant to this
Agreement contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the statements contained herein or
therein not misleading.  



ARTICLE V 



REPRESENTATIONS AND
WARRANTIES OF THE INVESTORS 



           The
Investor represents and warrants to the Company that:  





5.1     Organization
and Standing of the Investor. The Investor is a limited partnership duly formed,
validly existing and in good standing under the laws of the State of Delaware. The state
in which any offer to purchase shares hereunder was made or accepted by such Investor is
the state shown as such Investor’s address. The Investor was not formed for the
purpose of investing solely in the Preferred Stock, the Warrants or the shares of Common
Stock which are the subject of this Agreement.  







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5.2     Authorization
and Power. The Investor has the requisite power and authority to enter into and
perform this Agreement and to purchase the securities being sold to it hereunder. The
execution, delivery and performance of this Agreement by the Investor and the
consummation by the Investor of the transactions contemplated hereby have been duly
authorized by all necessary partnership action where appropriate. This Agreement and the
Registration Rights Agreement have been duly executed and delivered by the Investor and
at the Closing shall constitute valid and binding obligations of the Investor enforceable
against the Investor in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting generally the
enforcement of, creditors’ rights and remedies or by other equitable principles of
general application.  



5.3     No
Conflicts. The execution, delivery and performance of this Agreement and the
consummation by the Investor of the transactions contemplated hereby or relating hereto
do not and will not (i) result in a violation of such Investor’s charter documents
or bylaws where appropriate or (ii) conflict with, or constitute a default (or an event
which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of any
agreement, indenture or instrument to which the Investor is a party, or result in a
violation of any law, rule, or regulation, or any order, judgment or decree of any court
or governmental agency applicable to the Investor or its properties (except for such
conflicts, defaults and violations as would not, individually or in the aggregate, have a
Material Adverse Effect on such Investor). The Investor is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of such Investor’s
obligations under this Agreement or to purchase the securities from the Company in
accordance with the terms hereof, provided that for purposes of the representation made
in this sentence, the Investor is assuming and relying upon the accuracy of the relevant
representations and agreements of the Company herein.  



5.4     Financial
Risks. The Investor acknowledges that such Investor is able to bear the financial
risks associated with an investment in the securities being purchased by the Investor
from the Company and that it has been given full access to such records of the Company
and the subsidiaries and to the officers of the Company and the subsidiaries as it has
deemed necessary or appropriate to conduct its due diligence investigation. The Investor
is capable of evaluating the risks and merits of an investment in the securities being
purchased by the Investor from the Company by virtue of its experience as an investor and
its knowledge, experience, and sophistication in financial and business matters and the
Investor is capable of bearing the entire loss of its investment in the securities being
purchased by the Investor from the Company.  







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5.5     Accredited
Investor. The Investor is (i) an “accredited investor” as that term is
defined in Rule 501 of Regulation D promulgated under the 1933 Act by reason of Rule
501(a)(3) and (6), (ii) experienced in making investments of the kind described in this
Agreement and the related documents, (iii) able, by reason of the business and financial
experience of its officers (if an entity) and professional advisors (who are not
affiliated with or compensated in any way by the Company or any of its affiliates or
selling agents), to protect its own interests in connection with the transactions
described in this Agreement, and the related documents, and (iv) able to afford the
entire loss of its investment in the securities being purchased by the Investor from the
Company.  



5.6     Brokers.
Except as set forth in Schedule 4.8, no broker, finder or investment banker is entitled
to any brokerage, finder’s or other fee or Commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or on behalf
of the Investor.  



5.7     Knowledge
of Company. The Investor and such Investor’s advisors, if any, have been,
upon request, furnished with all materials relating to the business, finances and
operations of the Company and materials relating to the offer and sale of the securities
being purchased by the Investor from the Company . The Investor and such Investor’s
advisors, if any, have been afforded the opportunity to ask questions of the Company and
have received complete and satisfactory answers to any such inquiries.  



5.8     Risk
FactorsThe Investor understands that such Investor’s investment in the
securities being purchased by the Investor from the Company involves a high degree of
risk. The Investor understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or endorsement
of the securities being purchased by the Investor from the Company. The Investor warrants
that such Investor is able to bear the complete loss of such Investor’s investment
in the securities being purchased by the Investor from the Company.  



5.9    Full
Disclosure. No representation or warranty made by the Investor in this Agreement
and no certificate or document furnished or to be furnished to WIDEPOINT pursuant to this
Agreement contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the statements contained herein or
therein not misleading. Except as set forth or referred to in this Agreement, Investor
does not have any agreement or understanding with any person relating to acquiring,
holding, voting or disposing of any equity securities of the Company.  



5.10    Reimbursement
of Due Diligence Expenses. Upon closing, the Company shall reimburse Investor for
reasonable expenses incurred in conducting due diligence not to exceed $20,000. Such
reimbursement shall be paid to the Investor upon the Investor providing proof of payment
of such expenses in a proportional manner. If the transaction is not closed, there shall
be no reimbursement of any due diligence expenses.  







STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 12 














5.11    Reimbursement
of Legal Expenses. Upon closing, the Company shall reimburse Investors for
reasonable expenses incurred in regards to legal expenses related to the transaction
which such legal expenses shall not to exceed $2,500. Such reimbursement shall be paid to
the Investors upon the Investor providing proof of payment of such expenses in a
proportional manner. If the transaction is not closed, there shall be no reimbursement of
any due diligence expenses.  



ARTICLE VI 



COVENANTS OF THE
COMPANY 



6.1.            Registration
Rights. The Company shall cause the           Registration Rights Agreement to
remain in full force and effect according to           the provisions of the Registration
Rights Agreement and the Company shall comply           in all material respects with the
terms thereof.  



6.2.            Reservation
Of Common Stock. As of the date hereof, the           Company has reserved and
the Company shall continue to reserve and keep           available at all times, free of
preemptive rights, shares of Common Stock for           the purpose of enabling the
Company to issue the shares of Common Stock           underlying the Preferred Stock and
Warrants.  



6.3.                      Compliance
with Laws. The Company hereby agrees to comply in all           respects with the
Company’s reporting, filing and other obligations under           the Laws.  



6.4.        Exchange
Act Registration. The Company will cause its           Common Stock to continue
to be registered under Section 12(b) or (g) of the 1934           Act, will use its best
efforts to comply in all respects with its reporting and           filing obligations
under the 1934 Act, and will not take any action or file any           document (whether
or not permitted by the 1934 Act or the rules thereunder) to           terminate or
suspend such registration or to terminate or suspend its reporting           and filing
obligations under the 1934 until the Investors have disposed of all           of their
Shares.  



6.5.        Corporate
Existence; Conflicting Agreements. The Company           will take all steps
necessary to preserve and continue the corporate existence           of the Company. The
Company shall not enter into any agreement, the terms of           which agreement would
restrict or impair the right or ability of the Company to           perform any of its
obligations under this Agreement or any of the other           agreements attached as
exhibits hereto.  



6.6    Preferred
Stock.From and afterthe Closing Date and continuing for a period of two (2) years
thereafter, the Company will not issue any shares of Preferred Stock of the Company which
are convertible into shares of Common Stock of the Company other than on a conversion
ratio which is fixed, except in the case of normal adjustments which may include
anti-dilution provisions, among other things, but which shall not include in any case the
conversion ratio of such shares of Preferred Stock based on the market price of the
Common Stock after the date of closing of the issuance of such shares of Preferred Stock.  







STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 13 














6.7    Convertible
Debt.From and after the Closing Date and continuing for a period of two (2) years
thereafter, the Company will not issue any convertible debt in the Company which is
convertible into shares of Common Stock of the Company other than on a conversion ratio
which is fixed, except in the case of normal adjustments which may include anti-dilution
provisions, among other things, but which shall not include in any case the conversion
ratio of such convertible debt based on the market price of the Common Stock after the
date of closing of the issuance of such convertible debt.  



6.8    Reset
Equity Deals. From and afterthe Closing Date and continuing for a period of two
(2) years thereafter, the Company will not issue any shares of Common Stock of the
Company other than for a fixed price at the time of issuance of such shares of Common
Stock, except in the case of normal adjustments which may include anti-dilution
provisions, among other things, but which shall not include in any case any adjustments
to the issued shares of Common Stock which require the issuance of additional shares of
Common Stock during that time based on the market price of the Common Stock.  



6.9     Independent
Directors. If not already present on the Company’s Board of Directors at the
Closing, the Company will cause the appointment of at least two independent directors
within one hundred (100) days of the date of this Agreement. Nothing shall preclude the
Investor from pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.  



6.10     Independent
Directors Become Majority of Audit and Compensation Committees. If not already
appointed, the Company will cause the appointment of a majority of outside directors to
the audit and compensation committees of the board of directors within one hundred and
twenty (120) days of the date of this Agreement. Nothing shall preclude the Investor from
pursuing or obtaining specific performance or other equitable relief with respect to this
Agreement.  



6.11     Use
of Proceeds. The Company will use the proceeds from the sale of the Preferred
Stock and the 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.  



6.12    Right
of Participation. The Investor shall have the right to participate in any future
financing by the Company on a pro rata basis as to the amounts invested herein. The
Company shall provide written notice of any such future filing the Investor upon receipt
of a firm term sheet from a legitimate placement agent or funding source. The Investor
shall have ten calendar days to indicate in writing whether it intends to exercise its
right of participation. The rights set forth in this Section 6.9 shall not apply to
legitimate underwritten public offerings of the Company’s securities nor shall the
rights in this Section 6.9 apply to senior financing which the Company is currently
negotiating.  







STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 14 














6.13    Price
Adjustment. If, within the 24 months following the Closing Date, the Company
closes on the sale of a note or notes, shares of Common Stock, or shares of any class of
Preferred Stock at a price per share of Common Stock, or with a conversion right to
acquire Common Stock at a price per share of Common Stock, that is less than the
Conversion Price (as adjusted to the capitalization per share as of the Closing Date,
following any stock splits, stock dividends, or the like) (collectively, the “Subsequent
Conversion Price”), the Company shall make a post-Closing adjustment in the
Conversion Price so that the effective price per share paid by the Investor is reduced to
being equivalent to such lower conversion price after taking into account any prior
conversions of the Preferred Stock and/or exercises of the Warrant.  



6.14     Executive
Management. The earliest any member of “Executive Management” of the
Company can sell common shares in the public marketplace shall be eighteen (18) months
from Closing unless the sale is the result of private transactions occurring after the
first twelve (12) months from the Closing and relating to no more than an aggregate of
twenty-five percent (25%) of the shares of Common Stock underlying stock options issued
by the Company to members of the Executive Management which are vested as of the date of
this Agreement or as a result of a purchase of all of the outstanding stock of the
Company as a result of a merger and/or acquisition of the Company; provided, however,
that in the event any such member of Executive Management ceases to be employed by the
Company or its affiliates, then the restrictions contained in this Section 6.13 shall no
longer apply to such person. The “Executive Management” of the Company shall be
defined to consist of the following persons: Steve Komar, James McCubbin, Mark Fuller,
Jay Wright and Mark Crowley. The Investor and Andrew Barron Worden shall not be
considered members of Executive Management of the Company.  



6.14 Employment and Consulting
Contracts.Employment and consulting contracts with officers and directors shall
at time of Closing and for two years thereafter shall not contain: any bonuses not
related directly to increases in earnings; any car allowances not approved by the
unanimous vote of the board of directors; any anti-dilution or reverse split protection
provisions for shares, options or warrants; any deferred compensation; any unreasonable
compensation or benefit clauses; or any termination clauses of over one year of salary.
This clause may be waived conditionally in specific conditions by the Investor.  



6.15 Notice of Intent to Sell
or Merge Company.The Company will give Investor at least 70 days notice before
the closing of a transaction to merge or sell a controlling interest in the Company or
the closing of an underwritten public offering of the Common Stock of the Company. The
Investor shall have the right to waive the such notice requirement.  







STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 15 














6.16     Sale
or Merger of Company. In the event of a sale or merger of substantially all of
the Company or an underwritten public offering 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, so long as the Investor owns,
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 Investor shall remain and
continue in effect with respect to twenty-five percent (25%) of the shares of Common
Stock which the Investor and/or its affiliates then own.  





ARTICLE VII 



COVENANTS OF THE
INVESTOR 



7.1     Compliance
with Law. The Investor’s trading activities with respect to shares of the
Company’s Common Stock will be in compliance with all applicable state and federal
securities laws, rules and regulations and rules and regulations of any public market on
which the Company’s Common Stock is listed. The Investor agrees that the Investor
will not engage in any short-sales, hedging, or other similar activities with regard to
the Company’s securities so long as the Investor’s owns or has a right to
acquire any Shares of the Company’s Common Stock upon conversion of the Preferred
Stock or exercise of the Warrants. The Investor further agrees not to hypothecate, margin
or otherwise borrow against the Preferred Stock, Warrants or the shares of Common Stock
underlying the Preferred Stock or Warrants.  



7.2     Transfer
Restrictions. The Investor’s acknowledge that (1) the Preferred Stock,
Warrants and shares underlying the Preferred Stock and Warrants have not been registered
under the provisions of the 1933 Act, and may not be transferred unless (A) subsequently
registered thereunder or (B) the Investor shall have delivered to the Company an opinion
of counsel, reasonably satisfactory in form, scope and substance to the Company, to the
effect that the Preferred Stock, Warrants and shares underlying the Notes and Warrants to
be sold or transferred may be sold or transferred pursuant to an exemption from such
registration; and (2) any sale of the Preferred Stock, Warrants and shares underlying the
Preferred Stock and Warrants made in reliance on Rule 144 promulgated under the 1933 Act
may be made only in accordance with the terms of said Rule and further, if said Rule is
not applicable, any resale of such securities under circumstances in which the seller, or
the person through whom the sale is made, may be deemed to be an underwriter, as that
term is used in the 1933 Act, may require compliance with some other exemption under the
1933 Act or the rules and regulations of the SEC thereunder.  







STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 16 














7.3     Restrictive
Legend. The Investor acknowledges and agrees that the Preferred Stock, the
Warrants and the Shares underlying the Preferred Stock and Warrants, and, until such time
as the Shares underlying the Preferred Stock and Warrants have been registered under the
1933 Act and sold in accordance with an effective Registration Statement, certificates
and other instruments representing any of the Shares, shall bear a restrictive legend in
substantially the following form (and a stop-transfer order may be placed against
transfer of any such securities):  



	 	
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS
AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT.”  	 






ARTICLE VIII 



CONDITIONS PRECEDENT
TO THE COMPANY’S OBLIGATIONS 



           The
obligation of the Company to consummate the transactions contemplated hereby shall be
subject to the fulfillment, on or prior to Closing Date, of the following conditions: 



8.1     No
Termination. This Agreement shall not have been terminated pursuant to Article X
hereof.  



8.2     Representations
True and Correct. The representations and warranties of the Investor contained in
this Agreement shall be true and correct in all material respects on and as of the
Closing Date with the same force and effect as if made on as of the Closing Date.  



8.3     Compliance
with Covenants. The Investor shall have performed and complied in all material
respects with all covenants, agreements, and conditions required by this Agreement to be
performed or complied by it prior to or at the Closing Date.  



8.4     No
Adverse Proceedings. On the Closing Date, no action or proceeding shall be
pending by any public authority or individual or entity before any court or
administrative body to restrain, enjoin, or otherwise prevent the consummation of this
Agreement or the transactions contemplated hereby or to recover any damages or obtain
other relief as a result of the transactions proposed hereby.  







STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 17 














ARTICLE IX 



CONDITIONS PRECEDENT
TO INVESTOR’S OBLIGATIONS 



           The
obligation of the Investors to consummate the transactions contemplated hereby shall be
subject to the fulfillment, on or prior to Closing Date unless specified otherwise, of the
following conditions: 



9.1     No
Termination. This Agreement shall not have been terminated pursuant to Article X
hereof.  



9.2     Representations
True and Correct. The representations and warranties of WIDEPOINT contained in
this Agreement shall be true and correct in all material respects on and as of the
Closing Date with the same force and effect as if made on as of the Closing Date.  



9.3     Compliance
with Covenants. WIDEPOINT shall have performed and complied in all
material respects with all covenants, agreements, and conditions required by this
Agreement to be performed or complied by it prior to or at the Closing Date.  



9.4     No
Adverse Proceedings. On the Closing Date, no action or proceeding shall be
pending by any public authority or individual or entity before any court or
administrative body to restrain, enjoin, or otherwise prevent the consummation of this
Agreement or the transactions contemplated hereby or to recover any damages or obtain
other relief as a result of the transactions proposed hereby.  



ARTICLE X 



TERMINATION, AMENDMENT
AND WAIVER 



10.1     Termination.
This Agreement may be terminated at any time prior to the Effective Time:  



           10.1.1      by
mutual written consent of the Investor and the Company;  








STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 18 

















           10.1.2    
by the Company upon a material breach of any representation, warranty, covenant or
agreement on the part of the Investor set forth in this Agreement, or the Investor upon a
material breach of any representation, warranty, covenant or agreement on the part of
WIDEPOINT set forth in this Agreement, or if any representation or warranty of WIDEPOINT
or the Investor, respectively, shall have become untrue, in either case such that any of
the conditions set forth in Article VIII or Article IX hereof would not be satisfied (a
“Terminating Breach”), and such breach shall, if capable of cure, not
have been cured within five (5) business days after receipt by the party in breach of a
notice from the non-breaching party setting forth in detail the nature of such breach.  





10.2     Effect
of Termination. In the event of the termination of this Agreement pursuant to
Paragraph 10.1 hereof, there shall be no liability on the party of WIDEPOINT or the
Investor or any of their respective officers, directors, agents or other representatives
and all rights and obligations of any party hereto shall cease.  



10.3     Amendment.
This Agreement may be amended by the parties hereto any time prior to the Closing Date by
an instrument in writing signed by the parties hereto.  



10.4     Waiver.
At any time prior to the Closing Date, WIDEPOINT or the Investor, as appropriate, may:
(a) extend the time for the performance of any of the obligations or other acts of other
party or; (b) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto which have been made to it or them;
or (c) waive compliance with any of the agreements or conditions contained herein for its
or their benefit. Any such extension or waiver shall be valid only if set forth in an
instrument in writing signed by the party or parties to be bound hereby.  



ARTICLE XI 



GENERAL PROVISIONS 





11.1     Transaction Costs.
Except as otherwise provided herein, each of the parties shall pay all of his or its
costs and expenses (including attorney fees and other legal costs and expenses and
accountants’ fees and other accounting costs and expenses) incurred by that party in
connection with this Agreement.  



11.2     Indemnification.
The Investor agrees to indemnify, defend and hold the Company (following the Closing
Date) and its officers and directors harmless against and in respect of any and all
claims, demands, losses, costs, expenses, obligations, liabilities or damages, including
interest, penalties and reasonable attorney’s fees, that it shall incur or suffer,
which arise out of or result from any breach of this Agreement by such Investor or
failure by such Investor to perform with respect to any of its representations,
warranties or covenants contained in this Agreement or in any exhibit or other instrument
furnished or to be furnished under this Agreement. The Company agrees to indemnify,
defend and hold the Investor harmless against and in respect of any and all claims,
demands, losses, costs, expenses, obligations, liabilities or damages, including
interest, penalties and reasonable attorney’s fees, that it shall incur or suffer,
which arise out of, result from or relate to any breach of this Agreement or failure by
the Company to perform with respect to any of its representations, warranties or
covenants contained in this Agreement or in any exhibit or other instrument furnished or
to be furnished under this Agreement. In no event shall the Company or the Investors be
entitled to recover consequential or punitive damages resulting from a breach or
violation of this Agreement nor shall any party have any liability hereunder in the event
of gross negligence or willful misconduct of the indemnified party. In the event of a
breach of this Agreement by the Company, the Investor shall be entitled to pursue a
remedy of specific performance upon tender into the Court an amount equal to the Purchase
Price hereunder. The indemnification by the Investors shall be limited to the amount they
have invested on the Closing Date.  







STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 19 














11.3     Headings. The
table of contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.  



11.4     Entire Agreement.
This Agreement (together with the Schedule, Exhibits, Warrants and documents referred to
herein) constitute the entire agreement of the parties and supersede all prior agreements
and undertakings, both written and oral, between the parties, or any of them, with
respect to the subject matter hereof.  



11.5     Notices. 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 WIDEPOINT:  






	 	
One
Lincoln Centre 
Suite 1100 
Oakbrook Terrace, Il, 60181 
Attention: James T. McCubbin 







	 	
With
a copy to:  






	 	
Foley
Lardner, LLP 
3000K Street, N.W. 
Suite 500 
Washington, D.C.  20007 
Facsimile No.:
202.672.5399 
Attn:  Thomas James, Esq. 











STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 20 















	 	
If
to the Investor:  






	 	
Barron
Partners L.P. 
730 Fifth Avenue, 9th Floor 
New York, New York  10019 
Attn: Andrew Barron
Worden 







11.6     Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any such term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.  



11.7     Binding Effect.
All the terms and provisions of this Agreement whether so expressed or not, shall be
binding upon, inure to the benefit of, and be enforceable by the parties and their
respective administrators, executors, legal representatives, heirs, successors and
assignees.  



11.8     Preparation of Agreement.
This Agreement shall not be construed more strongly against any party regardless of who
is responsible for its preparation. The parties acknowledge each contributed and is
equally responsible for its preparation.  




11.9     Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York, without giving effect to applicable principles of conflicts of law.  



11.10     Jurisdiction. This
Agreement shall be exclusively governed by and construed in accordance with the laws of
the State of New York. If any action is brought among the parties with respect to this
Agreement or otherwise, by way of a claim or counterclaim, the parties agree that in any
such action, and on all issues, the parties irrevocably waive their right to a trial by
jury. Exclusive jurisdiction and venue for any such action shall be the Federal Courts
serving the State of New York. In the event suit or action is brought by any party under
this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that
the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the
arbitrator, trial court, and/or appellate court.  








STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 21 
















11.11     Preparation and Filing
of Securities and Exchange Commission filings. The Investor shall reasonably
assist and cooperate with the Company in the preparation of all filings with the SEC
after the Closing Date due after the Closing Date.  



11.12     Further Assurances,
Cooperation. Each party shall, upon reasonable request by the other party,
execute and deliver any additional documents necessary or desirable to complete the
transactions herein pursuant to and in the manner contemplated by this Agreement. The
parties hereto agree to cooperate and use their respective best efforts to consummate the
transactions contemplated by this Agreement.  



11.13     SurvivalThe
representations, warranties, covenants and agreements made herein shall survive the
Closing of the transaction contemplated hereby.  



11.14     Third Parties Except
as disclosed in this Agreement, nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement on any
persons other than the parties hereto and their respective administrators, executors,
legal representatives, heirs, successors and assignees. Nothing in this Agreement is
intended to relieve or discharge the obligation or liability of any third persons to any
party to this Agreement, nor shall any provision give any third persons any right of
subrogation or action over or against any party to this Agreement.  



11.15     Failure or Indulgence
Not Waiver; Remedies Cumulative. No failure or delay on the part of any party
hereto in the exercise of any right hereunder shall impair such right or be construed to
be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant
or agreement herein, nor shall nay single or partial exercise of any such right preclude
other or further exercise thereof or of any other right. All rights and remedies existing
under this Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.  



11.16     Counterparts.
This Agreement 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 agreement. A
facsimile transmission of this signed Agreement shall be legal and binding on all parties
hereto.  




[SIGNATURES ON
FOLLOWING PAGE] 











STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 22 

















           IN
WITNESS WHEREOF, the Investors and the Company have as of the date first written above
executed this Agreement. 






	INVESTOR:



BARRON PARTNERS LP


	
	   
	
	Andrew Barron Worden

President, General Partner of

Barron Partners LP

730 Fifth Avenue, 9th Floor

New York NY 10019 	






	WIDEPOINT:

WIDEPOINT CORPORATION


	
	   
	
	
By:   	
   
	

	Title:   	   
	

















STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 23 

















Schedule A  






	NAME AND ADDRESS 
	AMOUNT OF

INVESTMENT 
	NUMBER OF SHARES 
OF COMMON
STOCK 
INTO WHICH NOTE 
IS
CONVERTIBLE 
	NUMBER OF SHARES 
UNDERLYING
WARRANTS 

	Barron Partners LP	 	 	 
	730 Fifth Avenue, 9th Floor
	New York, New York 10019	$2,000,000	11,428,570	5,714,286
	Attn: Andrew Barron Worden




























STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 24 

















Schedule 4.3 – List
of acquisitions currently being negotiated by the Company pursuant to which shares of
Common Stock may be issued. 




























STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 25 
















Schedule 4.8 – List
of Brokers  




























STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 26 
















Exhibit A  



Form of Warrant  




























STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 27 















Exhibit B  



Registration Rights
Agreement  



























STOCK PURCHASE
AGREEMENT BETWEEN 
WIDEPOINT CORPORATION AND BARRON PARTNERS LP 
PAGE 28