Exhibit 10.2  





ESCROW AGREEMENT  



        THIS
ESCROW AGREEMENT (“Agreement”) is made as of March 24, 2004 by and between
those certain parties set forth on Schedule A hereto (each a “Pledgor” and
collectively the “Pledgors”), Widepoint Corporation (the “Secured Party”)
and the law firm of Foley & Lardner LLP (the “Escrow Agent”).  





        PRELIMINARY
STATEMENTS: 





        I.                 The
Pledgors will be issued 3,266,384 shares of the common stock, $.001 par           value
(the “Pledged Securities”), of Secured Party in the event a           closing
occurs under the Merger Agreement, dated March 24, 2004, by and between           Secured
Party, Pledgors, Chesapeake Acquisition Corporation and Chesapeake           Government
Technologies, Inc. (the “Merger Agreement”).  





        II.                It
is a condition precedent to Secured Party closing under the Merger Agreement
          that the Pledgors shall have duly executed and entered into this Agreement.  





        III.               Contemporaneously
with the execution of this Agreement, the parties hereto shall           also execute the
Stock Pledge Agreement as attached as an Exhibit to this           Agreement.  





        NOW
THEREFORE, in consideration of the mutual representations, warranties, covenants and
agreements contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
intending to be legally bound do hereby agree as follows:  





ARTICLE 1 



TERMS OF THE ESCROW 



        1.1      
The parties hereby agree to have the law firm of Foley & Lardner LLP act as Escrow
Agent whereby the Escrow Agent shall receive the Pledged Securities in escrow and
distribute the same as set forth in this Agreement. Any capitalized terms not defined
herein shall have the meaning ascribed to them in the Merger Agreement and related
documents (the “Transaction Documents”).  





        1.2      
At or prior to the Closing (or as soon thereafter as practicable) under the Merger
Agreement, the Pledgors shall deliver to the Escrow Agent (i) certificates representing
the Pledged Securities (ii) stock powers executed by the Pledgors for each certificate
representing the Pledged Securities, and (iii) a letter addressed to the transfer agent
of the Secured Party authorizing the Transfer Agent to transfer such Pledged Securities
into the name of the Secured Party.  





        1.3      
(a)      Following the completion of the fiscal year end audit for 2004 of the Secured Party,
the Escrow Agent shall release such portion of the Pledged Securities as is required by
the terms of the Escrow Release Formula set forth in Section 6.15 of the Merger Agreement
and shall continue to hold any unreleased portion of the Pledged Securities in accordance
with the terms of this Agreement.  















                    (b)                 Following
the completion of the fiscal year end audit for 2005 (and 2006 if           required) of
the Secured Party, the Agent shall release such portion of the           Pledged
Securities as is required by the terms of the Escrow Release Formula set           forth
in Section 6.15 of the Merger Agreement and shall deliver (i) any           unreleased
portion of the Pledged Securities to the Secured Party, (ii) the           requisite
stock powers and (iii) the letter from the Pledgors authorizing the           transfer
agent of the Secured Party to transfer the Pledged Securities to the           Secured
Party.  





                    (c)                 Upon
the Escrow Agent’s completion of its obligations under Sections 1.3(a)           and
(b) above, this Agreement shall terminate and the Escrow Agent shall have no
          further liability hereunder.  





        1.4      
This Agreement may be altered or amended only with the written consent of all of the
parties hereto. Should the Pledgors or the Secured Party attempt to change this Agreement
in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the
Escrow Agent may resign as Escrow Agent by notifying the Pledgors and the Secured Party
in writing. In the case of the Escrow Agent’s resignation or removal pursuant to the
foregoing, the only duty of the Escrow Agent, until receipt of notice from the Pledgors
and the Secured Party that a successor escrow agent has been appointed, shall be to hold
and preserve the Pledged Securities. Upon receipt by the Escrow Agent of said notice from
the Pledgors and the Secured Party of the appointment of a successor escrow agent, the
name of a successor escrow account and a direction to transfer the Pledged Securities,
the Escrow Agent shall promptly thereafter transfer all of the Pledged Securities that it
is still holding in escrow, to said successor escrow agent. Immediately after said
transfer of the Pledged Securities, the Escrow Agent shall furnish the Pledgors and the
Secured Party with proof of such transfer. The Escrow Agent is authorized to disregard
any notices, requests, instructions or demands received by it from the Pledgors or the
Secured Party after notice of resignation or removal has been given.  





        1.5      
The Escrow Agent shall be reimbursed by the Pledgors and the Secured Party for any
reasonable expenses incurred in the event there is a conflict between the parties and the
Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow
Agent may rely (any other expenses shall be borne by the secured party). The Escrow Agent
shall not be liable for any action taken or omitted by Escrow Agent in good faith and in
no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s
own gross negligence or willful misconduct. The Escrow Agent has made no representations
or warranties to the Pledgors or the Secured Party in connection with this transaction.
The Escrow Agent has no liability hereunder to either party other than to hold the
Pledged Securities received by the Secured Party and to deliver them under the terms
hereof. Each party hereto agrees to indemnify and hold harmless the Escrow Agent from and
with respect to any suits, claims, actions or liabilities arising in any way out of this
transaction including the obligation to defend any legal action brought which in any way
arises out of or is related to this Agreement or the investment being made by Secured
Party.  








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        1.6      
The Escrow Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by the Escrow Agent to be
genuine and to have been signed or presented by the proper party or parties. The Escrow
Agent shall not be personally liable for any act the Escrow Agent may do or omit to do
hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by
the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall
be conclusive evidence of such good faith.  





        1.7      
The Escrow Agent is hereby expressly authorized to disregard any and all warnings given
by any of the parties hereto or by any other person or corporation, excepting only orders
or process of courts of law and is hereby expressly authorized to comply with and obey
orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies
with any such order, judgment or decree, the Escrow Agent shall not be liable to any of
the parties hereto or to any other person, firm or corporation by reason of such decree
being subsequently reversed, modified, annulled, set aside, vacated or found to have been
entered without jurisdiction.  





        1.8      
The Escrow Agent shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to execute or
deliver the Agreement or any documents or papers deposited or called for hereunder.  





        1.9      
If the Escrow Agent reasonably requires other or further documents in connection with
this Agreement, the necessary parties hereto shall join in furnishing such documents.  





        1.10     
It is understood and agreed that should any dispute arise with respect to the delivery
and/or ownership or right of possession of the documents or the Pledged Securities held
by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow
Agent’s sole discretion (a) to retain in the Escrow Agent’s possession without
liability to anyone all or any part of said documents or the Pledged Securities until
such disputes shall have been settled either by mutual written agreement of the parties
concerned or by a final order, decree or judgment of a court of competent jurisdiction
after the time for appeal has expired and no appeal has been perfected, but the Escrow
Agent shall be under no duty whatsoever to institute or defend any such proceedings or
(b) to deliver the Pledged Securities and any other property and documents held by the
Escrow Agent hereunder to a state or federal court having competent subject matter
jurisdiction and located in the State of Maryland in accordance with the applicable
procedure therefor.  









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ARTICLE 2 



MISCELLANEOUS 



        2.1      
No waiver of any breach of any covenant or provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof, or of any other covenant or
provision herein contained. No extension of time for performance of any obligation or act
shall be deemed any extension of the time for performance of any other obligation or act.  





        2.2      
This Agreement shall be binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.  





        2.3      
This Agreement is the final expression of, and contains the entire agreement between, the
parties with respect to the subject matter hereof and supersedes all prior understandings
with respect thereto. This Agreement may not be modified, changed, supplemented or
terminated, nor may any obligations hereunder be waived, except by written instrument
signed by the parties to be charged or by its agent duly authorized in writing or as
otherwise expressly permitted herein.  





        2.4      
Whenever required by the context of this Agreement, the singular shall include the plural
and masculine shall include the feminine. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument. Execution and
delivery of this Agreement by exchange of facsimile copies bearing the facsimile
signature of a party shall constitute a valid and binding execution and delivery of this
Agreement by such party. Such facsimile copies shall constitute enforceable original
documents.  





        2.5      
(a)      This Agreement shall be governed and construed in accordance with the laws of the
State of Delaware without regard to any applicable principles of conflicts of law.  





                    (b)                 ANY
ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY           RIGHT
ARISING OUT OF, THIS AGREEMENT SHALL BE BROUGHT AGAINST ANY OF THE PARTIES
          HERETO IN THE APPROPRIATE FEDERAL COURT LOCATED IN THE STATE OF MARYLAND, WITH
          EACH PARTY HERETO AGREEING TO SUBJECT MATTER JURISDICTION, PERSONAL
JURISDICTION           AND VENUE IN SUCH COURT. EACH OF THE PARTIES HERETO CONSENTS TO
THIS           JURISDICTION PROVISION IN ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY
OBJECTION           TO VENUE LAID THEREIN. PROCESS IN ANY ACTION OR PROCEEDING REFERRED
TO IN THE           PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY HERETO ANYWHERE IN THE
WORLD.  







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        2.6      
All notices and other communications hereunder shall be in writing (and shall be deemed
given upon receipt) if delivered personally, telecopied (which is confirmed), mailed by
registered or certified mail (return receipt requested), or delivered by a national
overnight delivery service (e.g., Federal Express) to the parties at the following
addresses (or at such other address for a party as shall be specified by like notice):  





If to the Secured Party, to:  



Widepoint Corporation
One Lincoln
Centre
18W140 Butterfield Road, Suite
1100
Oakbrook Terrace, IL 60181
Attn: Steve Komar  



If to the Pledgors, to:  



the addresses set forth on Exhibit
A hereto.  



If to the Escrow Agent, to:  



Foley & Larder, LLP
3000 K
Street, NW,
Suite 500
Washington, DC 20007
Attn: Thomas James, Esq.  






        2.7      
By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of
this Agreement; the Escrow Agent does not become a party to the Transaction Documents. 



        2.8      
Each party acknowledges and agrees that this Agreement shall not be deemed prepared or
drafted by any one party. In the event of any dispute between the parties concerning this
Agreement, the parties agree that any rule of construction, to the effect that any
ambiguity in the language of the Agreement is to be resolved against the drafting party,
shall not apply. 



        2.9      
This Agreement may be executed in counterparts, each one of which will constitute an
original and all of which taken together will constitute one document. This Agreement may
be executed by delivery of a signed signature page by fax to the other parties hereto and
such fax execution and delivery will be valid in all respects. 








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        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above. 






				
	EXECUTED:


PLEDGORS:

ATTEST/WITNESS:


 
		



	 
		 

	Name:  John  D. Crowley
Witness



		Mark C. Fuller, Individually




	 
		 

	Name:  Jay O. Wright
Witness



		John D. Crowley, Individually




	 
		 

	Name:  Mark C. Fuller
Witness



		Jay O. Wright, Individually




	SECURED PARTY:

ATTEST:


 
		

WIDEPOINT CORPORATION




	 
		By:	[SEAL]

				
	James T. McCubbin, Secretary			Steve L. Komar, C.E.O.







	ESCROW AGENT:


		
	By:	 
		
		The Law Firm of Foley & Lardner LLP
By Thomas James, Partner		







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EXHIBIT A


 




	Pledgor
	Pledgor Address

	
Mark C. Fuller	
9722 Meyer Point Drive, Potomac, Maryland  20854
	
John D. Crowley	
6301 Orchid Drive, Bethesda, Maryland  20817
	
Jay O. Wright	
9621 Trailridge Terrace, Potomac, Maryland  20854























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