Exhibit 10.1






Exhibit 10.1



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	LOAN NUMBER	 	ACCT. NUMBER	 	AGREEMENT DATE	 	CREDIT LIMIT	 	MATURITY DATE
	PRIOR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OBLIGATION
	 	CL522040275-1	 	 	 	 	 	 	01/02/08	 	 	$	5,000,000.00	 	 	 	04/30/09	 
	INFORMATION
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	LOAN NUMBER	 	ACCT. NUMBER	 	 	 	 	 	MODIFICATION DATE	 	NEW CREDIT LIMIT
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	CL522040275-1	 	 	 	 	 	 	 	 	 	 	03/17/09	 	 	$	5,000,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AMENDED OBLIGATION INFORMATION	 	NEW MATURITY DATE	 	NEW INTEREST RATE
	 	 	 	 	 	INITIALS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	06/01/10	 	 	5.0%
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Creditor Use Only
	 	 	 	 	 	 	 	 






DEBT MODIFICATION AGREEMENT




DATE AND PARTIES. The date of this Debt Modification Agreement (Modification) is March 17, 2009.
The parties and their addresses are:




LENDER:




CARDINAL BANK

8270 Greensboro Drive

Suite 500

McLean, Virginia 22102

Telephone: (703) 584-3430




BORROWER:




WIDEPOINT CORPORATION

a Delaware Corporation

One Lincoln Centre

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, Illinois 60181






WIDEPOINT IL, INC.

an Illinois Corporation

One Lincoln Centre

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, Illinois 60181






WP NBIL, INC.

an Illinois Corporation

One Lincoln Centre

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, Illinois 60181






CHESAPEAKE GOVERNMENT TECHNOLOGIES, INC.

a Delaware Corporation

One Lincoln Centre

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, Illinois 60181






OPERATIONAL RESEARCH CONSULTANTS, INC.

a Virginia Corporation

11250 Waples Mills, South Tower

Suite 250

Fairfax, Virginia 22030






ISYS, LLC

a Virginia Limited Liability Company

One Lincoln Center

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, Illinois 60181



	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Debt Modification Agreement

	 	 	 	Initials	 	 
	 

	 	 	 	 	 	 
	VA/4symathon00725200004266010032009N

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	 





 


 









 





1. DEFINITIONS. In this Modification, these terms have the following meanings:




A. Pronouns. The pronouns “I,” “me,” and “my” refer to each Borrower signing this
Modification, individually and together with their heirs, executors, administrators,
successors, and assigns. “You” and “your” refer to the Lender, with its participants or
syndicators, successors and assigns, or any person or entity that acquires an interest in the
Modification or Prior Obligation.




B. Amended Obligation. Amended Obligation is the resulting agreement that is created when the
Modification amends the Prior Obligation. It is described above in the AMENDED OBLIGATION
INFORMATION section.




C. Loan. Loan refers to this transaction generally. It includes the obligations and duties
arising from the terms of all documents prepared or submitted in association with the Prior
Obligation and this modification, such as applications, security agreements, disclosures,
notes, agreements, and this Modification.




D. Modification. Modification refers to this Debt Modification Agreement.




E. Prior Obligation. Prior Obligation refers to my existing agreement described above in the
PRIOR OBLIGATION INFORMATION section, and any previous extensions, renewals, modifications or
substitutions of it.



2. BACKGROUND. You and I have previously entered into a Prior Obligation. As of the date of this
Modification, the outstanding, unpaid balance of the Prior Obligation is $0.00. Conditions have
changed since the execution of the Prior Obligation instruments. In response, and for value
received, you and I agree to modify the terms of the Prior Obligation, as provided for in this
Modification.



3. TERMS. The Prior Obligation is modified as follows:




A. Interest. Our agreement for the payment of interest is modified to read:




(1) INTEREST. Interest will accrue on the unpaid Principal balance of this loan at the
rate of 5.0 percent (Interest Rate) until March 18, 2009, after which time it may change
as described in the Variable Rate subsection.




(a) Maximum Interest Amount. Any amount assessed or collected as interest under the
terms of this loan or obligation will be limited to the Maximum Lawful Amount of
interest allowed by state or federal law. Amounts collected in excess of the Maximum
Lawful Amount will be applied first to the unpaid Principal balance. Any remainder
will be refunded to me.




(b) Statutory Authority. Rate statute for Virginia is not provided yet.




(c) Accrual. During the scheduled term of this Loan interest accrues using an
Actual/360 days counting method.




(d) Variable Rate. The Interest Rate may change during the term of this transaction.




(1) Index. Beginning with the first Change Date, the Interest Rate will be based
on the following index: the Prime rate as published in the Money Rate Section of
the Wall Street Journal. When a range of rates have been published, the highest
rate will be used.




The Current Index is the most recent index figure available on each Change Date.
You do not guaranty by selecting this Index, or the margin, that the Interest Rate
on this loan will be the same rate you charge on any other loans or class of loans
you make to me or other borrowers. If this Index is no longer available, you will
substitute a similar index. You will give me notice of your choice.




(2) Change Date. Each date on which the Interest Rate may change is called a
Change Date. The Interest Rate may change March 18, 2009 and daily thereafter.




(3) Calculation Of Change. On each Change Date, you will calculate the Interest
Rate, which will be the Current Index plus 0.500 percent. The result of this
calculation will be rounded to the nearest .001 percent. Subject to any
limitations, this will be the Interest Rate until the next Change Date. The new
Interest Rate will become effective on each Change Date. The Interest Rate and
other charges on this loan will never exceed the highest rate or charge allowed by
law for this loan.




(4) Limitations. The Interest Rate changes are subject to the following
limitations:




Lifetime. The Interest Rate will never be less than 5.000 percent.




(5) Effect Of Variable Rate. A change in the Interest Rate will have the
following effect on the payments: The amount of scheduled payments will change.




B. Maturity. The maturity provision is modified to read:




(1) Maturity Date. Consistent with our existing periodic payment arrangement, except any
scheduled, final payment, I agree that the entire outstanding balance of Principal and
accrued interest is due on, or before, June 1, 2010.




C. Fees and Charges. As additional consideration for your consent to enter into this
Modification Agreement, I agree to pay, or have paid these additional fees and charges:




(1) Nonrefundable Fees and Charges. The following fees are earned when collected and will
not be refunded if I prepay this loan before the scheduled maturity date.




Commitment. A(n) Commitment fee of $12,000.00 payable from separate funds on or
before today’s date.




(2) Stop Payment. A(n) Stop Payment equal to $30.00.



	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Debt Modification Agreement

	 	 	 	Initials	 	 
	 

	 	 	 	 	 	 
	VA/4symathon00725200004266010032009N

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	Page 2






 


 









 






(3) Late Charge. If a payment is more than 10 days late, I will be charged 5.000 percent
of the Unpaid Portion of Payment. I will pay this late charge promptly but only once for
each late payment.




(4) Returned Check Charge. I agree to pay a fee not to exceed $32.00 for each check,
negotiable order of withdrawal or draft I issue in connection with this Loan that is
returned because it has been dishonored.



4. CONTINUATION OF TERMS. Except as specifically amended by this Modification, all of the terms
of the Prior Obligation shall remain in full force and effect.



5. WAIVER. I waive all claims, defenses, setoffs, or counterclaims relating to the Prior
Obligation, or any document securing the Prior Obligation, that I may have. Any party to the
Prior Obligation that does not sign this Modification, shall remain liable under the terms of the
Prior Obligation unless released in writing by you.



6. REASON FOR MODIFICATION. The terms and conditions of the Prior Obligation have been modified
as described herein.



7. ADDITIONAL TERMS. PRIOR OBLIGATION. This agreement is a modification of certain terms and
conditions of the indebtedness evidenced by a Promissory Note from Borrower to Lender dated August
16, 2007 in the principal amount of $2,000,000.00, as modified under the following agreements
between Borrower and Lender: a Promissory Note dated January 2, 2008 in the amount of $5,000,000.



LOAN AGREEMENT. This agreement is subject to that certain Commercial Loan Agreement between
Borrower and Lender dated March 17, 2009, all terms and conditions of which, notwithstanding
anything herein to the contrary, are incorporated and made a part herein.



COLLATERAL. In addition to any other collateral that may be pledged, either now or in the future,
the indebtedness evidenced by this agreement is secured by all rights, title, and security
interest granted under that certain Security Agreement from Borrower to Lender dated August 16,
2007.



8. SIGNATURES. By signing under seal, I agree to the terms contained in this Modification. I
also acknowledge receipt of a copy of this Modification.









BORROWER:





WidePoint Corporation



	 	 	 	 	 
	By

	 	 	 	(Seal)
	 

	 	 	 	 
	 

	 	James T. McCubbin, Vice President	 	 







Widepoint IL, Inc.



	 	 	 	 	 
	By

	 	 	 	(Seal)
	 

	 	 	 	 
	 

	 	James T. McCubbin, Vice President	 	 







WP NBIL, Inc.



	 	 	 	 	 
	By

	 	 	 	(Seal)
	 

	 	 	 	 
	 

	 	James T. McCubbin, Vice President	 	 







Chesapeake Government Technologies, Inc.



	 	 	 	 	 
	By

	 	 	 	(Seal)
	 

	 	 	 	 
	 

	 	James T. McCubbin, Vice President	 	 







Operational Research Consultants, Inc.



	 	 	 	 	 
	By

	 	 	 	(Seal)
	 

	 	 	 	 
	 

	 	James T. McCubbin, Vice President	 	 







iSYS, LLC



	 	 	 	 	 
	By

	 	 	 	(Seal)
	 

	 	 	 	 
	 

	 	James T. McCubbin, Vice President	 	 






	 	 	 	 	 	 	 
	WidePoint Corporation
	 	 	 	 	 	 
	Debt Modification Agreement

	 	 	 	Initials	 	 
	 

	 	 	 	 	 	 
	VA/4symathon00725200004266010032009N

	 	-1996 Bankers Systems, Inc., St. Cloud, MN C
	 	 	 	Page 3