AGREEMENT AND PLAN OF
MERGER  




by and among  




WIDEPOINT CORPORATION,
a Delaware corporation  



CHESAPEAKE ACQUISITION
CORPORATION,
a Delaware corporation  



CHESAPEAKE GOVERNMENT
TECHNOLOGIES, INC.,
a Delaware corporation  




and  




Mark C. Fuller,
John D. Crowley and Jay O. Wright as the Shareholders






March 24, 2004  






















TABLE OF CONTENTS 



			Page

			
	ARTICLE I
	DEFINITIONS
	
Section 1.01	Definition	8
	

ARTICLE II
	THE MERGER AND PLAN OF REORGANIZATION
	
Section 2.01	The Merger	13
	Section 2.02	Effects of the Merger	13
	Section 2.03	Directors and Officers	13
	Section 2.04	Conversion of Chesapeake Shares	14
	Section 2.05	Closing	14
	

ARTICLE III
	CONVERSION OF SHARES
	
Section 3.01	Conversion of Chesapeake Shares	15
	Section 3.02	Adjustments; Delivery of Certificates	15
	

ARTICLE IV
	REPRESENTATIONS AND WARRANTIES OF CHESAPEAKE
	AND THE SHAREHOLDERS
	
Section 4.01	Organization	16
	Section 4.02	Capitalization	16
	Section 4.03	Authority Relative to This Agreement	17
	Section 4.04	Consents and Approvals; No Violations	17
	Section 4.05	Financial Statements	17
	Section 4.06	Absence of Certain Changes	18
	Section 4.07	No Undisclosed Liabilities	18
	Section 4.08	Accuracy of Statements	18
	Section 4.09	No Default	18
	Section 4.10	Litigation	18
	Section 4.11	Compliance with Applicable Law	18
	Section 4.12	Taxes	19
	Section 4.13	ERISA	19







2 













			Page

	 	 	 
	Section 4.14	Intellectual Property	20
	Section 4.15	Change in Control	20
	Section 4.16	Brokers; Finders	20
	Section 4.17	Operations of Chesapeake	21
	Section 4.18	Insurance	22
	Section 4.19	Assets	22
	Section 4.20	Improper and Other Payments	22
	Section 4.21	Additional Representations	22
	Section 4.22	Real Property	23
	Section 4.23	Contracts	24
	Section 4.24	Notes and Accounts Receivable	25
	Section 4.25	Powers of Attorney	25
	Section 4.26	Employees	25
	Section 4.27	Guaranties	26
	Section 4.28	Miscellaneous Transactions	26
	

ARTICLE V
	REPRESENTATIONS AND WARRANTIES OF WIDEPOINT AND ACQUISITION
	
Section 5.01	Organization	27
	Section 5.02	Capitalization	27
	Section 5.03	Authority Relative to this Agreement	28
	Section 5.04	Consents and Approvals; No Violations	28
	Section 5.05	Reports	29
	Section 5.06	Accuracy of Statements	29
	Section 5.07	No Undisclosed Liabilities	29
	Section 5.08	No Default	29
	Section 5.09	Litigation	29
	Section 5.10	Compliance with Applicable Law	30
	Section 5.11	Brokers; Finders	30
	Section 5.12	Interim Operations of Acquisition	30
	Section 5.13	Section 368 Transaction	30
	Section 5.14	Taxes	30
	Section 5.15	ERISA	31
	Section 5.16	Intellectual Property	31
	Section 5.17	Change in Control	32
	Section 5.18	Operations of Widepoint and Subsidiaries	32
	Section 5.19	Insurance	33
	Section 5.20	Improper and Other Payments	34
	Section 5.21	Real Property	34
	Section 5.22	Powers of Attorney	35
	Section 5.23	Employees	35
	Section 5.24	Guaranties	35
	Section 5.25	Securities; Listing	35
	Section 5.36	Miscellaneous Transactions	35







3 











			Page

			
	ARTICLE VI
	COVENANTS
	
Section 6.01	Covenants of Chesapeake and the Shareholders,
		   and Widepoint and Acquisition	37
	Section 6.02	Government Filings	38
	Section 6.03	No Solicitation	39
	Section 6.04	Access to Information	39
	Section 6.05	Best Efforts	39
	Section 6.06	Shareholders Meeting	39
	Section 6.07	Contact Clients	40
	Section 6.08	Notice Regarding Change in Circumstances	40
	Section 6.09	Indemnification	40
	Section 6.10	Chesapeake Employment or Consultant Agreements	43
	Section 6.12	Expenses	43
	Section 6.13	Non-Competition Agreements	43
	Section 6.14	Limitations on Chesapeake Liabilities and Certain Assets	43
	Section 6.15	Escrowed Shares	43
	Section 6.17	Reverse Split	45
	

ARTICLE VII
	CONDITIONS
	
Section 7.01	Conditions to Each Party's Obligation to Effect the Merger	46
	Section 7.02

	Conditions of Obligations of Widepoint and Acquisition 
   to Effect the Merger	46
	Section 7.03	Conditions of Obligation of Chesapeake to Effect the Merger	48
	

ARTICLE VIII
	TERMINATION AND AMENDMENT
	
Section 8.01	Termination	51
	Section 8.02	Effect of Termination	51
	Section 8.03	Amendment	51
	Section 8.04	Extension; Waiver	52







4 











			Page

			
	ARTICLE IX
	POST-EFFECTIVE DATE COVENANTS
	
Section 9.01	Further Instruments and Actions	53
	

ARTICLE X
	MISCELLANEOUS
	
Section 10.01	Survival of Representations, Warranties and Covenants; Escrow	53
	Section 10.02	Notices	54
	Section 10.03	Descriptive Headings	55
	Section 10.04	Counterparts	55
	Section 10.05	Entire Agreement; Assignment	55
	Section 10.06	Governing Law; Jurisdiction and Service of Process	55
	Section 10.07	Publicity	55
	Section 10.08	Parties in Interest	56



















5 











Exhibits

  


		
	Exhibit 2.01	Certificate of Merger
	Exhibit 3.01(a)	Shareholder Information
	Exhibit 4.02	Chesapeake Securities Issued and Outstanding; Chesapeake Ownership of Other Businesses
	Exhibit 4.04	Chesapeake Required Consents and Approvals; List of Violations
	Exhibit 4.05	Supplemental Disclosures to Chesapeake Financial Statements
	Exhibit 4.06	Chesapeake Absence of Certain Changes
	Exhibit 4.08	Due Diligence Disclosure Materials
	Exhibit 4.09	Chesapeake Defaults
	Exhibit 4.10	Chesapeake Litigation
	Exhibit 4.11	Chesapeake Absent Permits; Legal Violations
	Exhibit 4.12	Chesapeake Tax Statutes of Limitations
	Exhibit 4.13	Chesapeake Employee Benefit Plan Obligations
	Exhibit 4.14	Chesapeake's Intellectual Property
	Exhibit 4.15	Chesapeake Change in Control Agreements
	Exhibit 4.17	Operations of Chesapeake
	Exhibit 4.18	Chesapeake Insurance Coverage
	Exhibit 4.19	Chesapeake Assets
	Exhibit 4.20	Chesapeake Improper and Other Payments
	Exhibit 4.21(b)	Interests in Chesapeake's Property
	Exhibit 4.22	Chesapeake Real Property; Leases
	Exhibit 4.23	Chesapeake Contracts
	Exhibit 4.24	Chesapeake Notes and Accounts Receivable
	Exhibit 4.28	Chesapeake Miscellaneous Transactions
	Exhibit 5.02	Widepoint's Capitalization and Subsidiaries
	Exhibit 5.04	Widepoint Required Consents and Approvals; List of Violations
	Exhibit 5.05	Widepoint Reports
	Exhibit 5.08	Widepoint Defaults
	Exhibit 5.09	Widepoint Litigation
	Exhibit 5.10	Widepoint Absent Permits; Legal Violations
	Exhibit 5.11	Widepoint Finders
	Exhibit 5.14	Widepoint Tax Statutes of Limitations
	Exhibit 5.15	Widepoint Employee Benefit Plan Obligations
	Exhibit 5.16	Widepoint's Intellectual Property
	Exhibit 5.17	Widepoint Change in Control Agreements
	Exhibit 5.18	Operations of Widepoint
	Exhibit 5.19	Widepoint Insurance Coverage
	Exhibit 5.20	Widepoint Improper and Other Payments
	Exhibit 5.21	Widepoint Real Property; Leases
	Exhibit 5.22	Widepoint Power of Attorney
	Exhibit 5.26	Widepoint Miscellaneous Transactions
	Exhibit 6.10	Chesapeake Employment or Consulting Agreements
	Exhibit 7.02(e)	Opinion of Kelley Drye & Warren LLP







6 













		
	Exhibit 7.03(e)	Opinion of Foley & Lardner LLP
	Exhibit 10.01(b)	Escrow Agreement
	Exhibit 10.01(c)	Share Legend


























7 













AGREEMENT AND PLAN
OF MERGER  



        THIS
AGREEMENT AND PLAN OF MERGER is dated as of March 24, 2004, by and among Widepoint
Corporation, a Delaware corporation (“Widepoint”); Chesapeake Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Widepoint
(“Acquisition”); Chesapeake Government Technologies, Inc., a Delaware
corporation (“Chesapeake”); and Mark C. Fuller, John Crowley and Jay O. Wright
(the “Shareholders”). 



RECITALS 



        A.                 The
parties intend that this transaction shall be treated as a tax-free
          reorganization pursuant to Section 368 of the United States Internal Revenue
          Code of 1986, as amended.  





ARTICLE I 



DEFINITIONS 



        1.01   
Definitions.   The following terms shall have the following meanings for purposes of this
Agreement:  





        “Affiliate” has
the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities
Exchange Act.  





        “Agreement” means
this Agreement, all Exhibits hereto, and all amendments made hereto and thereto by
written agreement among the parties.  





        “Business
Day” means any day of the year other than (i) any Saturday or Sunday or (ii) any
other day on which commercial banks located in Washington, D.C., are generally closed for
business.  





        “Certificates” has
the meaning set forth in Section 3.01(b) hereof.  





        “Certificate
of Merger” has the meaning set forth in Section 2.01 hereof.  





        “Chesapeake
Assisted Revenues” has the meaning set forth in Section 6.15 hereof.  





        “Chesapeake
Benefit Plans” has the meaning set forth in Section 4.13(a) hereof.  





        “Chesapeake
Business” has the meaning set forth in Section 6.15 hereof.  





        “Chesapeake
Confidential Information” means all confidential information concerning Chesapeake
or its Affiliates that (i) is not and has not become ascertainable or obtainable from
public or published information, (ii) is not received from a third party or is received
from a third party pursuant to the authorization of Chesapeake or the Shareholders in
connection with Widepoint’s due diligence review of Chesapeake, (iii) was not in
Widepoint’s possession prior to disclosure thereof to Widepoint in connection with
the transactions contemplated herein, and (iv) was not independently developed by
Widepoint.  




8 













        “Chesapeake
Material Adverse Change” means a change (or circumstance involving a prospective
change) that has or can reasonably be expected to have a material, adverse impact on the
business, operations, assets, liabilities, results of operations, cash flows or condition
(financial or otherwise) of Chesapeake, taken as a whole. “Chesapeake Material
Adverse Effect” means an effect (or circumstance involving a prospective effect) on
the business, operations, assets, liabilities, results of operations, cash flows or
condition (financial or otherwise) of Chesapeake that is or can reasonably be expected to
be materially adverse.  





        “Chesapeake
Permits” has the meaning set forth in Section 4.11 hereof.  





        “Chesapeake
Shares” means the six thousand (6,000) shares of common stock, par value $0.01 per
share, of Chesapeake as held of record by the Shareholders.  





        “Chesapeake
Sourced Revenues” has the meaning set forth in Section 6.15 hereof.  





        “Closing” means
the consummation of the transactions contemplated herein, as provided in Section 2.05
hereof.  





        “Closing
Date” has the meaning set forth in Section 2.05 hereof.  





        “Code” means
the United States Internal Revenue Code of 1986, as amended.  





        “Company
Sales Contract” has the meaning set forth in Section 4.28 hereof.  





        “Delaware
General Corporation Law” means Title 8, Chapter 1 of the Delaware Code, as amended.  





        “Damages” means
any and all incurred or asserted claims, actions, demands, losses, costs, reasonable
expenses, liabilities, penalties and damages (including reasonable attorneys’ fees
and expenses and costs of investigation and litigation). In the event any of the
foregoing are indemnifiable hereunder, the term “Damages” shall include any and
all reasonable attorneys’ fees and expenses and costs of investigation and
litigation incurred by the Indemnified Person in enforcing such indemnity. Without
limitation, “Damages” shall include reasonable fees and disbursements of
counsel incurred by any Indemnified Party in an action or proceeding between the
Indemnifying Party and the Indemnified Party or between the Indemnified Party and any
third party or otherwise.  





        “ERISA” means
the Employee Retirement Income Security Act of 1974, as amended.  





        “Effective
Date” has the meaning set forth in Section 2.01 hereof.  





        “Effective
Time” has the meaning set forth in Section 2.01 hereof.  



9 













        “Employment
and Consulting Agreements” has the meaning set forth in Section 6.10 hereof, and
substantially in the forms attached hereto in Exhibit 6.10.  





        “Escrow
Agent” has the meaning set forth in Section 10.01(b) hereof.  





        “Escrow
Release Formula” has the meaning set forth in Section 6.15 hereof.  





        “Escrow
Agreement” has the meaning set forth in Section 10.01(b) hereof, and substantially
in the form attached hereto as Exhibit 10.01(b).  





        “Escrow
Period” has the meaning set forth in Section 10.01(b) hereof.  





        “Escrow
Shares” has the meaning set forth in Section 10.01(b) hereof.  





        “Financial
Statements” means the audited financial statements of Chesapeake as of March 24,
2004 (including all schedules and notes thereto), consisting of the balance sheet at such
date and the related statement of income and expenses for such period.  





        “GAAP” means
U.S. generally accepted accounting principles in effect from time to time.  





        “Governmental
Authority” means the government of the United States or any foreign country or any
state or political subdivision thereof and any entity, agency, body or authority
exercising executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.  





        “Indemnified
Person” means the Person or Persons entitled to, or claiming a right to,
indemnification.  





        “Indemnifying
Person” means the Person or Persons claimed by the Indemnified Person to be
obligated to provide indemnification.  





        “Intellectual
Property” means any and all trademarks, trade names, domain names, service marks,
patents, copyrights (including any registrations, applications, licenses or rights
relating to any of the foregoing), technology, trade secrets, inventions, know-how,
designs, computer programs, processes, and all other intangible assets, properties and
rights. The term “Chesapeake’s Intellectual Property” means any and all
Intellectual Property owned or used by Chesapeake in the conduct of its business, as
defined in Section 4.14 hereof and set forth in Exhibit 4.14 attached hereto. The
term “Widepoint’s Intellectual Property” means any and all Intellectual
Property owned or used by Widepoint and its Subsidiaries in the conduct of their
business, as defined in Section 5.16 hereof and set forth in Exhibit 5.16 attached
hereto.  





        “Law” means
any law, statute, regulation, ordinance, rule, order, decree, judgment, consent decree,
settlement agreement or governmental requirement enacted, promulgated, entered into,
agreed or imposed by any Governmental Authority.  





10 











        “Lien” means
any mortgage, lien (except for any lien for Taxes not yet due and payable), charge,
restriction, pledge, security interest, option, lease or sublease, claim, right of any
third party, easement, encroachment or encumbrance.  





        “Merger” has
the meaning set forth in Section 2.01 hereof.  





        “Person” means
any individual, corporation, proprietorship, firm, partnership, limited partnership,
limited liability company, limited liability partnership, trust, association or other
entity, including a government or government department, agency or instrumentality.  





        “SEC” means
the Securities and Exchange Commission.  





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





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





        “Subsidiaries” means
any Person 50.1% or more of the voting power of which is controlled by another Person.  





        “Surviving
Corporation” has the meaning set forth in Section 2.01 hereof.  





        “Taxes” means
all taxes, charges, fees, duties, levies or other assessments, including income, gross
receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and
intangible), sales, use, franchise, excise, value added, stamp, leasing, lease, user,
transfer, fuel, excess profits, occupational, interest equalization, severance, employee’s
income and employment tax withholding, other withholding, unemployment taxes, interest,
penalties and/or additions to tax attributable thereto, which are imposed by any
Governmental Authority.  





        “Tax
Return” means any report, return or other information required to be supplied to a
Governmental Authority in connection with any Taxes.  





        “Widepoint
Benefit Plans” has the meaning set forth in Section 5.20(a) hereof.  





        “Widepoint
Common Stock” has the meaning set forth in Section 5.02(a) hereof.  





        “Widepoint
Confidential Information” means all confidential information concerning Widepoint or
its Affiliates that (i) is not and has not become ascertainable or obtainable from public
or published information, (ii) is not received from a third party or is received from a
third party pursuant to the authorization of Widepoint, (iii) was not in the possession
of Chesapeake, or the Shareholders prior to disclosure thereof to Chesapeake or the
Shareholders in connection with the transactions contemplated herein, and (iv) was not
independently developed by Chesapeake or the Shareholders.  




11 












        “Widepoint
Material Adverse Change” means a change (or circumstance involving a prospective
change) that has or can reasonably be expected to have a material, adverse impact on the
business, operations, assets, liabilities, results of operations, cash flows or condition
(financial or otherwise) of Widepoint and any of its Subsidiaries, taken as a whole.  





        “Widepoint
Material Adverse Effect” means an effect (or circumstance involving a prospective
effect) on the business, operations, assets, liabilities, results of operations, cash
flows or condition (financial or otherwise) of Widepoint and any of its Subsidiaries,
taken as a whole, that is or can reasonably be expected to be materially adverse.  





        “Widepoint
Permits” has the meaning set forth in Section 5.10 hereof.  





        “Widepoint
SEC Reports” has the meaning set forth in Section 5.05 hereof.  
























12  
















ARTICLE II 



THE MERGER AND PLAN OF
REORGANIZATION 



        Section
2.01   The Merger.   Upon the terms and subject to the conditions hereof, as promptly
as practicable following the satisfaction or waiver of the conditions set forth in
Articles VI and VII hereof, unless the parties shall otherwise agree, a certificate of
merger in the form attached hereto as Exhibit 2.01 (the “Certificate of Merger”)
providing for the merger of Acquisition with and into Chesapeake (the “Merger”)
shall be duly prepared, executed and filed by Chesapeake, as the surviving corporation
(sometimes also referred to as the “Surviving Corporation”), in accordance with
the relevant provisions of the Delaware General Corporation Law, and the parties hereto
shall take all other actions required by law to make the Merger effective. Following the
Merger, Chesapeake, with all its purposes, objects, rights, privileges, powers and
franchises, shall continue, and Acquisition shall cease to exist. The Merger shall be
effective at the time (the “Effective Time”) and on the date (the “Effective
Date”) that a properly executed Certificate of Merger is duly filed with the
Secretary of State of Delaware in accordance with the Delaware General Corporation Law;
provided, however, that by mutual consent of the parties, such Certificate
of Merger may provide for a later date of effectiveness of the Merger not more than
thirty (30) days after such filing. After the Effective Time and Effective Date, a
closing shall take place at the District of Columbia offices of Foley &Lardner, LLP,
corporate counsel to WidePoint, as set forth in Section 2.05 hereof.  





        Section
2.02   Effects of the Merger.   The Merger shall have the effects set forth in the
Delaware General Corporation Law. As of the Effective Time, the Surviving Corporation
shall become a wholly-owned subsidiary of Widepoint. At the Effective Date, the
Certificate of Incorporation of Chesapeake shall be the Certificate of Incorporation of
the Surviving Corporation after the Effective Date unless and until amended in accordance
with their terms and as provided by law. The bylaws of Chesapeake as in effect on the
Effective Date shall be the bylaws of the Surviving Corporation unless and until amended
in accordance with their terms and as provided by law.  











13 












        Section
2.03   Directors and Officers.   Immediately after the Effective Time, the Board of
Directors of the Surviving Corporation shall consist of three (3) persons, with two (2)
of such persons being designated by Widepoint, and with the one (1) remaining person
being a designee of the Shareholders, with each such director of the Surviving
Corporation to serve until their respective successors shall have been duly elected or
appointed and shall have been qualified or until their earlier death, resignation or
removal in accordance with the Certificate of Incorporation and bylaws of the Surviving
Corporation. After the Effective Time, the Board of Directors of Widepoint shall prepare
annual proxy statements for the ensuing Annual Meetings of Stockholders of Widepoint at
which directors will be elected, with such proxy statements to provide for the nomination
of persons to be elected by the stockholders of Widepoint in accordance with the
Certificate of Incorporation and bylaws of Widepoint existing as of the date of this
Agreement, to be elected by the Widepoint stockholders to serve in the staggered term of
office of the directors who are coming up for election at each such ensuing Annual
Meeting, also that the Widepoint Board of Directors will, as expeditiously as possible,
consist of an aggregate of seven (7) persons, with five (5) of such persons being
designated by Widepoint, and with the two (2) remaining persons being designees of the
Shareholders, with each such director of Widepoint who is duly elected by the
shareholders of Widepoint at the applicable Annual Meeting to serve until his or her
respective successor shall have been duly elected or appointed and shall have been
qualified or until their earlier death, resignation or removal in accordance with the
Certificate of Incorporation and bylaws of Widepoint; provided, however, that at any time
that the Shareholders are no longer employed by Widepoint or any of its Subsidiaries,
including but not limited to Chesapeake after the Effective Date, then the persons who
are serving on the Widepoint Board of Directors as designees of the Shareholders shall
resign from their positions as directors of Widepoint as of the date that the
Shareholders are no longer employed by Widepoint or one of its Subsidiaries, including
but not limited to Chesapeake after the Effective Date. Notwithstanding anything
contained in this Agreement to the contrary, nothing in this Agreement shall be construed
to result in the persons serving as the members of the Widepoint Board of Directors
immediately prior to the Effective Date being less than a majority of the members of the
Widepoint Board of Directors at any time after the Effective Date, except only as
otherwise provided in Section 6.15(c) of this Agreement.  





        Section
2.04   Conversion of Chesapeake Shares.   At the Effective Time, by virtue of the
Merger and without any action on the part of Widepoint, Acquisition, Chesapeake or the
holder of any of the following securities:  





                    (a)      Any
shares of capital stock of Chesapeake which are held in the treasury of
          Chesapeake shall be cancelled.  





                    (b)      All
issued and outstanding shares of the capital stock of Acquisition shall be
          converted into and become One Thousand (1,000) issued and outstanding shares of
          common stock of the Surviving Corporation.  





                    (c)      Subject
to Sections 2.01, 2.05, 3.01, 3.02 and 10.01(b) of this Agreement, the
          Chesapeake Shares shall be converted into Four Million Eighty Two Thousand Nine
          Hundred Eighty (4,082,980) shares of Widepoint Common Stock.  





        Section
2.05   Closing.   The closing of the merger (the “Closing”) will take place
at the District of Columbia offices of Foley & Lardner, LLP, corporate counsel to
WidePoint, at 10:00 A.M. (EST) no later than four (4) Business Days after the receipt by
Widepoint of confirmation from the Delaware Secretary of State that the Certificate of
Merger has been approved as filed, or at such other place, time and date as the parties
may agree upon in writing (the “Closing Date”).  




14 













ARTICLE III 



CONVERSION OF SHARES 



        Section
3.01   Conversion of Chesapeake Shares. 





                    (a)      At
the Closing, Widepoint shall (i) issue Three Million Two Hundred Sixty-Six
          Thousand Three Hundred Eighty-Four (3,266,384) shares of Widepoint Common Stock
          in the names of the Shareholders, as provided in Exhibit 3.01(a) (the
          “Escrowed Shares”), and deposit such shares with the Escrow Agent
          pursuant to Section 10.01(b) hereof and (ii) issue and deliver Eight Hundred
          Sixteen Thousand Five Hundred Ninety Six (816,596) shares of Widepoint Common
          Stock to the Shareholders, as provided in Exhibit 3.01(a) (the
          “Delivered Shares) 





                    (b)      At
the Closing, the Shareholders, as the owners of all of the Chesapeake Shares
          shall deliver the certificates for such shares (the “Certificates”),
          and risk of loss and title to the Certificates shall pass upon delivery of the
          Certificates to Widepoint, and the Shareholders shall deliver and execute all
          necessary and appropriate stock transfer powers and other documentation as
          requested by Widepoint to transfer all right, title and interest in and to the
          Certificates and the Chesapeake Shares to Widepoint. Upon surrender of the
          Certificates to Widepoint, together with such stock powers or other
          documentation as requested by Widepoint and duly executed by the Shareholders,
          the Shareholders shall be entitled to receive in exchange therefore the shares
          of Widepoint Common Stock provided in Section 3.01(a) hereof, subject to the
          escrow provisions of Section 10.01(b) hereof, and the Certificates so
          surrendered shall forthwith be cancelled.  





                    (c)      Following
the Effective Time, there shall be no further registration of           transfers on the
stock transfer books of the Surviving Corporation of Chesapeake           Shares which
were outstanding immediately prior to the Effective Time. If, after           the
Effective Time, Certificates are presented to the Surviving Corporation for           any
reason, they shall be cancelled and exchanged as provided in this Article           III.  





        Section
3.02   Adjustments; Delivery of Certificates.   If, between the date of this Agreement
and the Effective Time, the Chesapeake Shares shall have been exchanged into a different
number of shares or a different class by reason of any reclassification,
recapitalization, split-up, combination, exchange of shares or readjustment, or a stock
dividend thereon shall be declared with a record date within such period, the amount into
which the Chesapeake Shares will be converted in the Merger shall be correspondingly
adjusted.  









15 













ARTICLE IV 



REPRESENTATIONS AND
WARRANTIES OF CHESAPEAKE 



AND THE SHAREHOLDERS 



        Except
as provided in Section 4.21 and except with respect to any representations or warranties
regarding the “knowledge” or “best knowledge” of any Person for which
such representations and warranties shall be made severally and not jointly, Chesapeake
and the Shareholders jointly and severally represent and warrant to Widepoint and
Acquisition as of the date of this Agreement and on the Effective Date (except as
otherwise provided herein) as follows; provided,however,
that any disclosure or reference set forth in any Exhibit attached to this Agreement
shall apply to and/or qualify any of the representations or warranties set forth in this
Article IV:  





        Section
4.01   Organization.   Chesapeake is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has all requisite power
and authority to own, lease and operate its properties and to carry on its business as
now being conducted. Chesapeake is duly qualified or licensed and in good standing to do
business in each jurisdiction in which the property owned, leased or operated by it or
the nature of the business conducted by it makes such qualification or licensing
necessary, except in such jurisdictions where the failure to be so duly qualified or
licensed and in good standing would not in the aggregate result in a Chesapeake Material
Adverse Effect. Chesapeake has heretofore delivered to Widepoint accurate and complete
copies of its Certificate of Incorporation and bylaws, as currently in effect.  





        Section
4.02   Capitalization. 



                    (a)      The authorized capital stock of Chesapeake consists of
ten thousand (10,000) shares of common stock, one cent ($.01) par value per share, of
which, as of the date of this Agreement, six thousand (6,000) shares were issued and
outstanding, with all of such Chesapeake Shares being owned solely by the Shareholders.
All the issued and outstanding Chesapeake Shares are validly issued, fully paid and
non-assessable and free of preemptive rights. Chesapeake has issued no other shares of
its capital stock nor securities substantially equivalent to capital stock.  





        Except
as set forth above, in Exhibit 4.02 attached hereto, or as contemplated hereby,
there are not now, and at the Effective Time there will not be, any shares of capital
stock (or securities substantially equivalent to capital stock) of Chesapeake issued or
outstanding nor any subscriptions, options, warrants, calls,
rights, convertible securities or other agreements or commitments of any character
obligating Chesapeake to issue, transfer or sell any of its securities.  





                    (b)      Except
as disclosed in Exhibit 4.02, Chesapeake does not own, directly or
          indirectly, any capital stock or other equity securities of any corporation or
          have any direct or indirect equity, voting or ownership interest in any
business           other than its own. There are not now, and at the Effective Time there
will not           be, any voting trusts or other agreements or understandings to which
Chesapeake           is a party or is bound with respect to the voting of the capital
stock of           Chesapeake.  




16 












        Section
4.03   Authority Relative to This Agreement.   Chesapeake has full corporate power and
authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly and validly authorized by the Board
of Directors and the Shareholders of Chesapeake and no other corporate proceedings on the
part of Chesapeake are necessary to authorize this Agreement or to consummate the
transactions so contemplated. This Agreement has been duly and validly executed and
delivered by Chesapeake and the Shareholders and constitutes a valid and binding
agreement of them, enforceable against them in accordance with its terms, except as to
the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the
rights of creditors generally, and (b) rules of law or equity governing specific
performance, injunctive relief and other equitable remedies.  





        Section
4.04   Consents and Approvals; No Violations.   Except as otherwise provided in Exhibit
4.04 attached hereto and in the filing and recordation of the Certificate of Merger,
as required by the Delaware General Corporation Law, no filing with, and no permit,
authorization, consent or approval of, any Governmental Authority or any other Person is
necessary for the consummation by Chesapeake of the transactions contemplated by this
Agreement. Except as set forth in Exhibit 4.04, neither the execution and delivery
of this Agreement by Chesapeake nor the consummation by Chesapeake of the transactions
contemplated hereby nor compliance by Chesapeake with any of the provisions hereof will
(i) conflict with or result in any breach of any provision of the Certificate of
Incorporation or bylaws of Chesapeake, (ii) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or give rise
to any right of termination, cancellation or acceleration) under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license, contract,
agreement or other instrument or obligation to which Chesapeake is a party or by which it
or any of its properties or assets may be bound, or (iii) violate any order, writ,
injunction, decree, statute, treaty, rule or regulation applicable to Chesapeake or any
of its properties or assets, except in the case of (ii) or (iii) for violations, breaches
or defaults which would not cause a Chesapeake Material Adverse Event and which will not
prevent or delay the consummation of the transactions contemplated hereby.  





        Section
4.05   Financial Statements.   Chesapeake has delivered to Widepoint copies of the
Financial Statements. The Financial Statements present fairly the financial position,
assets, liabilities, results of operations and changes in cash flow for Chesapeake for
the periods presented therein. The Financial Statements have been prepared in conformity
with GAAP, consistently applied during the periods presented therein. The Financial
Statements, including the notes thereto, make full and adequate disclosure of, and
provision for, all material obligations and liabilities of Chesapeake to the extent
required by GAAP. Except as set forth in the most recent balance sheet included in the
Financial Statements, there are no liabilities, debts, claims or obligations, whether
accrued, absolute, contingent or otherwise, whether due or to become due, which would
cause a Chesapeake Material Adverse Change, to the extent required by GAAP to be included
in such balance sheet. Except as set forth in Exhibit 4.05, none of the Financial
Statements or schedules included therein, 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 not misleading.  



17 













        Section
4.06   Absence of Certain Changes.   Except as set forth in Exhibit 4.06attached
hereto, since December 31, 2003, Chesapeake has not taken any of the prohibited actions
set forth in Section 6.01, suffered any Chesapeake Material Adverse Changes or entered
into any transaction, or conducted its business or operations, other than in the ordinary
and usual course of business and consistent with past practice.  





        Section
4.07   No Undisclosed Liabilities.   Except as and to the extent set forth in the
Financial Statements, Chesapeake, at March 24, 2004, did not have any material
liabilities not reflected on the balance sheet of Chesapeake included in the Financial
Statements. Except as and to the extent set forth in such Financial Statements, since
February 17, 2004, through and including the Effective Date, Chesapeake has not incurred
any liabilities material to the business, operations or financial condition of Chesapeake
taken as a whole, except liabilities incurred in the ordinary and usual course of
business and consistent with past practice and any liabilities incurred in connection
with this Agreement.  





        Section
4.08   Accuracy of Statements.   Neither this Agreement nor any written statement,
list, certificate or other information furnished by or on behalf of Chesapeake to
Widepoint in connection with this Agreement or any of the transactions contemplated
hereby, taken as a whole, contains any untrue statement of a material fact regarding
Chesapeake or Chesapeake’s business, or omits to state a material fact necessary to
make the statements regarding Chesapeake or Chesapeake’s business contained herein
or therein, in light of the circumstances in which they are made, not misleading. A copy
of all such written statements, lists, certificates and other information is attached
hereto as Exhibit 4.08.  





        Section
4.09   No Default.   Except as set forth in Exhibit 4.09 attached hereto,
Chesapeake is not in default or violation (and no event has occurred which with notice or
the lapse of time or both would constitute a default or violation) of any term, condition
or provision of (i) its Certificate of Incorporation or its bylaws, (ii) any note, bond,
mortgage, indenture, license, contract, agreement or other instrument or obligation to
which Chesapeake is a party or by which it or any of its properties or assets may be
bound or (iii) any order, writ, injunction, decree, statute, rule or regulation
applicable to Chesapeake, which defaults or violations would, in the aggregate, result in
a Chesapeake Material Adverse Effect or which would materially prevent or delay the
consummation of the transactions contemplated hereby.  





        Section
4.10   Litigation.   Except as disclosed in Exhibit 4.10 attached hereto, there
is no action, suit, proceeding, review or, to the knowledge of Chesapeake, investigation
pending or, to the knowledge of Chesapeake, threatened involving Chesapeake, at law or in
equity, or before any Governmental Authority.  




18 












        Section
4.11   Compliance with Applicable Law.   Chesapeake holds all permits, licenses,
variances, exemptions, orders and approvals of all Governmental Authorities necessary for
the lawful conduct of its business (the “Chesapeake Permits”), except for
failures to hold such Chesapeake Permits which would not, in the aggregate, result in a
Chesapeake Material Adverse Effect. Chesapeake is in compliance with the terms of
Chesapeake Permits, except where the failure so to comply would not result in a
Chesapeake Material Adverse Effect and which failure is disclosed in Exhibit 4.11 attached
hereto. Except as disclosed in Exhibit 4.11 attached hereto, the business of
Chesapeake is not being conducted in violation of any applicable law, ordinance, rule,
regulation, decree or order of any Governmental Authority.  





        Section
4.12   Taxes.   Chesapeake has duly filed all material federal, state, local and
foreign tax returns required to be filed by it, and Chesapeake has duly paid, caused to
be paid or made adequate provision in the Financial Statements for the payment of all
Taxes required to be paid in respect of the periods covered by such returns and has made
adequate provision for payment of all Taxes anticipated to be payable in respect of all
taxable periods since the periods covered by such returns and ending with the Effective
Date. To the best of knowledge of Chesapeake and the Shareholders, none of the income tax
returns required to be filed by Chesapeake with Governmental Authorities has ever been
examined by the government agencies responsible for auditing such returns, and no period
during which any assessments may be made by such agencies with respect to such returns or
any Taxes due to such Governmental Authorities has expired. No issue or claim has been
asserted for Taxes by any taxing authority for any prior period. Except as set forth in
Exhibit 4.12 attached hereto, there are no outstanding agreements or waivers
extending the statutory period of limitation applicable to any income tax return of
Chesapeake.  





        Section
4.13   ERISA.  





                    (a)      With
respect to each employee benefit plan (including, without limitation, any           “employee
benefit plan”, as defined in Section 3(3) of ERISA), and any           material
bonus, pension, profit sharing, deferred compensation, incentive           compensation,
stock ownership, stock purchase, stock option, phantom stock,           retirement,
vacation, severance, disability, death benefit, hospitalization,           insurance or
other plan, arrangement or understanding (whether or not legally           binding) (all
the foregoing being herein called the “Chesapeake Benefit           Plans”),
maintained or contributed to by Chesapeake, Chesapeake has           delivered to
Widepoint a true and correct copy of, where applicable, (i) the           most recent
annual report (Form 5500) filed with the IRS, (ii) such Chesapeake           Benefit
Plan, (iii) each trust agreement and group annuity contract, if any,           relating
to such Chesapeake Benefit Plan and (iv) the most recent actuarial           report or
valuation relating to a Chesapeake Benefit Plan subject to Title IV of           ERISA.
None of the Chesapeake Benefit Plans are multi-employer plans within the
          meaning of Section 3(37) of ERISA. Each of the Chesapeake Benefit Plans covered
          by ERISA (x) has been operated in all material respects in accordance with
          ERISA, (y) has not engaged in any prohibited transactions (as such term is
          defined in Section 406 of ERISA) and (z) has met the minimum funding standards
          of Section 412 of the Code. No material reportable event (within the meaning of
          Section 4043 of ERISA) has occurred and is continuing with respect to any such
          Plan. Chesapeake has never terminated any pension plan or withdrawn from any
          multi-employer pension plan.  





19 











                    (b)      With
respect to Chesapeake Benefit Plans, in the aggregate, no event has           occurred,
and to the knowledge of Chesapeake and the Shareholders, there exists           no
condition or set of circumstances which are reasonably likely to occur in
          connection with which Chesapeake would be subject to any liability, that would
          result in a Chesapeake Material Adverse Effect (except liability for benefits
          claims and funding obligations payable in the ordinary course), under ERISA,
the           Code or any other applicable law.  





                    (c)      Except
as set forth in Exhibit 4.13 attached hereto, with respect to           Chesapeake
Benefit Plans, in the aggregate, there are no funded benefit           obligations for
which contributions have not been made or properly accrued and           there are no
unfunded benefit obligations which have not been accounted for by           reserves, or
otherwise properly footnoted in accordance with GAAP on the           Financial
Statements, which obligations are reasonably likely to result in a           Chesapeake
Material Adverse Effect.  





        Section
4.14   Intellectual Property.  





                    (a)       Exhibit
4.14 attached hereto is an accurate and complete list of all of           Chesapeake’s
Intellectual Property, and reflects Chesapeake’s           Intellectual Property
that has been duly and properly registered in any           jurisdiction. Except as
otherwise specified in Exhibit 4.14, Chesapeake           owns, has the right to
use, sell, license, dispose of, and to bring actions for           the misappropriation
of Chesapeake’s Intellectual Property, and to the best           knowledge of
Chesapeake and the Shareholders, without any conflict with or           infringement of
the rights of others, free and clear of all Liens.  





                    (b)      Chesapeake
has taken reasonable steps to safeguard and maintain the secrecy and
          confidentiality of, and protect its proprietary rights in, its Intellectual
          Property.  





                    (c)      Except
as set forth in Exhibit 4.14 attached hereto, no claim is pending           or, to
the knowledge of Chesapeake or the Shareholders, threatened to the effect           that
the present or past operations of Chesapeake infringe upon or conflict with           the
rights of others with respect to any Intellectual Property and no claim is
          pending or threatened to the effect that any of the Intellectual Property is
          invalid or unenforceable. No contract, agreement or understanding with
          any party exists which would materially impede or prevent the continued use by
          Chesapeake of the entire right, title and interest of Chesapeake in and to the
          Intellectual Property.  





        Section
4.15   Change in Control.   Except as set forth in Exhibit 4.15 attached
hereto, Chesapeake is not a party to any contract, agreement or understanding, which
contains a “change in control” provision or “potential change in control”provision.  





        Section
4.16   Brokers; Finders.   Chesapeake has not retained any broker or finder in
connection with the transactions contemplated herein so as to give rise to any valid
claim against Chesapeake, the Shareholders or Widepoint for any brokerage or finder’s
commission, fee or similar compensation, except as set forth in Exhibit 5.11.  




20 












        Section
4.17   Operations of Chesapeake.   Except as set forth in Exhibit 4.17 attached
hereto, Chesapeake has not since February 17, 2004:  





                    (a)      amended
its Certificate of Incorporation or bylaws or merged with or into or
          consolidated with any other person, subdivided or in any way reclassified any
          shares of its capital stock or changed or agreed to change in any manner the
          rights of its outstanding capital stock or the character of its business;  





                    (b)      issued,
sold or purchased, or issued options or rights to subscribe to, or           entered into
any contracts or commitments to issue, sell or purchase, any shares           of its
capital stock;  





                    (c)      waived
any right of material value to its business which in each instance is           worth in
excess of $1,000.00 or in the aggregate is worth greater than           $1,000.00;  





                    (d)      made
any change in its accounting methods or practices or made any change in
          depreciation or amortization policies or rates adopted by it;  





                    (e)      made
any payment or commitment to pay any severance or termination pay to any of           its
officers, directors, employees, consultants, agents or other           representatives;  





                    (f)      entered
into any lease (as lessor or lessee), sold, abandoned or made any other
          disposition of any of its tangible assets, granted or suffered any Lien on any
          of its assets or properties, entered into or amended any contract or other
          agreement to which it is a party, or by or to which it or its assets or
          properties are bound or subject, or pursuant to which it agrees to indemnify
any           party or to refrain from competing with any party, in each instance, worth
more           than $1,000.00;  





                    (g)      except
for property or equipment acquired in the ordinary course of business,           made any
acquisition of all or any part of the assets, properties, capital stock           or
business of any other Person, which is in each instance valued at more than
          $1,000.00, or in the aggregate valued at more than $1,000.00;  





                    (h)      paid,
directly or indirectly, any of its material liabilities before the same           became
due in accordance with its terms or otherwise than in the ordinary course           of
business;  





                    (i)      suffered
or incurred any damage, destruction or loss (whether or not covered by
          insurance) constituting a Chesapeake Material Adverse Effect or Chesapeake
          Material Adverse Change;  





                    (j)      entered
into any other material contract or other agreement or other material
          transaction;  





21 











                    (k)      been
advised or otherwise become aware that any of its existing contracts for           the
performance of services or the license of any portion of Chesapeake’s
          Intellectual Property is to be terminated or substantially modified other than
          in accordance with its terms or as reflected in Exhibit 4.17;  





                    (l)      declared,
set aside or paid any dividend or made any distribution with respect           to its
capital stock (whether in cash or in kind);  





                    (m)      made
any loan to, or entered into any other transaction with, any of its           directors,
officers or employees other than in the ordinary course of business;  





                    (n)      adopted,
amended, modified or terminated any bonus, profit-sharing, incentive or           other
plan, contract or commitment for the benefit of any of its directors,           officers
or employees (or taken any such action with respect to any other           Chesapeake
Benefit Plan);  





                    (o)      made
or pledged to make any charitable or other capital contribution other than           in
the ordinary course of business; or  





                    (p)      committed
to any of the foregoing.  





        Section
4.18   Insurance.   Exhibit 4.18 attached hereto is an accurate and complete
list of all policies of fire, liability, workers’ compensation, title and other
forms of insurance owned, held by or applicable to Chesapeake, and Chesapeake has
heretofore delivered to Widepoint a true and complete copy of all such policies,
including all occurrence-based policies applicable to Chesapeake for all periods prior to
the Effective Date. To the knowledge of each of Chesapeake and the Shareholders, there
are no pending claims of Chesapeake under any of such policies; such policies (and
binders, if any) are valid and enforceable in accordance with their terms and are in full
force and effect; and all the insurable properties and assets of Chesapeake are insured
for Chesapeake’s benefit, in amounts and coverages deemed adequate by Chesapeake’s
management, against all risks usually insured against by persons operating similar
properties and assets in the localities where such properties or assets are located,
under valid and enforceable policies issued by insurers of recognized responsibility.  





        Section
4.19   Assets.   Except as set forth in Exhibit 4.19 attached hereto, the
assets of Chesapeake, which are material to its business and operations, are in good
operating and/or marketable condition and repair, and are owned by Chesapeake free and
clear of all Liens.  





        Section
4.20   Improper and Other Payments.   To the knowledge of Chesapeake and the
Shareholders, except as set forth in Exhibit 4.20, none of Chesapeake, any of its
directors, officers, employees, agents or representatives, nor any Person acting on
behalf of any of them, has made, paid or received (a) any bribes, kickbacks or other
similar payments to or from any Person, whether lawful or unlawful, (b) any unlawful
contributions, directly or indirectly, to a domestic or foreign political party or
candidate or (c) any improper foreign payment (as defined in the U.S. Foreign Corrupt
Practices Act).  



22 













        Section
4.21   Additional Representations.  





                    (a)      Each
of the Shareholders jointly and severally represents that none of them has
          entered into any agreement or understanding to purchase, sell, exchange,
pledge,           hypothecate, Lien, transfer by gift or otherwise dispose of any
Chesapeake           Shares prior to the date hereof, nor will the Shareholders enter
into any such           agreement or understanding prior to the Closing.  





                    (b)      None
of the Shareholders or any of their respective Affiliates has or claims to           have
any direct or indirect interest in any tangible or intangible items used in
          Chesapeake’s business, except as a holder of the Chesapeake Shares. Each
of           the Shareholders represents that, except as disclosed on Exhibit 4.21(b)
          attached hereto, none of the Shareholders nor any of their respective
Affiliates           has any direct or indirect interest in any other Person which
conducts a           business similar to, has any contract or arrangement with, or does
business or           is involved in any way with, Chesapeake. Exhibit 4.21(b) contains
a           complete and accurate description of all such Persons, interests,
arrangements           and other matters.  





                    (c)      The
Shareholders shall vote in favor of this Agreement and the transactions
          contemplated herein at the shareholders’ meeting described in Section 6.06
          hereof.  





        Section
4.22   Real Property.  





                    (a)      
Chesapeake does not own any real property.  





                    (b)      
Exhibit 4.22 attached hereto lists and describes briefly all real
          property leased or subleased to Chesapeake. Chesapeake has delivered to
          Widepoint correct and complete copies of the leases and subleases listed in Exhibit
4.22. With respect to each lease and sublease listed in Exhibit 4.22:  





                                (i)      the
lease or sublease is legal, valid, binding, enforceable and in full force           and
effect;  





                                (ii)      the
lease or sublease will continue to be legal, valid, binding, enforceable,           and
in full force and effect on identical terms following the consummation of           the
transactions contemplated hereby;  





                                (iii)      no
party to the lease or sublease is in breach or default, and no event has
          occurred which, with notice or lapse of time, would constitute a breach or
          default or permit termination, modification or acceleration thereunder;  





                                (iv)      no
party to the lease or sublease has repudiated any provision thereof;  





                                (v)      there
are no disputes, oral agreements or forbearance programs in effect as to           the
lease or sublease;  




23 












                                (vi)      with
respect to each sublease, the representations and warranties set forth in
          subsections (i) through (v) above are true and correct with respect to the
          underlying lease;  





                                (vii)      Chesapeake
has not assigned, transferred, conveyed, mortgaged, deeded in trust,           or
encumbered any interest in the leasehold or subleasehold;  





                                (viii)      all
facilities leased or subleased thereunder have received all approvals of
          Governmental Authorities required in connection with the operation thereof and
          have been operated and maintained in accordance with all laws;  





                                (ix)      to
Chesapeake’s knowledge, there are no restrictions that impair the           current
use or occupancy of the property that is subject to the lease;  





                                (x)      the
properties and facilities currently occupied by Chesapeake are not being           used
by Chesapeake to make, store, handle, treat, dispose, generate, or           transport
hazardous substances in violation of any laws; and  





                                (xi)      to
Chesapeake’s knowledge, hazardous substances have never been made,           stored,
handled, treated, disposed of, generated, or transported on or from the
          properties and facilities occupied by Chesapeake during the term of such
          occupancy, except in accordance with applicable law.  





        Section
4.23   Contracts.   Exhibit 4.23 lists the following contracts and other
agreements to which Chesapeake is a party, as well as all the contracts to which any of
the Shareholders is a party which affect and/or are a part of the Chesapeake Business:  





                    (a)      
any agreement (or group of related agreements) for the lease of personal
          property to or from any Person providing for annual lease payments in excess of
          $25,000 per annum;  





                    (b)      
any agreement (or group of related agreements) for the purchase or sale of           raw
materials, commodities, supplies, products or other personal property, or           for
the furnishing or receipt of services, the performance of which will extend
          over a period of more than one year, result in a loss to Chesapeake, or involve
          annual consideration in excess of $25,000;  





                    (c)      
any agreement concerning a partnership or joint venture;  





                    (d)      
any agreement (or group of related agreements) under which it has created,
          incurred, assumed or guaranteed any indebtedness for borrowed money, or any
          capitalized lease obligation, in excess of $1,000 or under which it has imposed
          a Lien on any of its assets, tangible or intangible;  





                    (e)      
any agreement concerning confidentiality or noncompetition;  





                    (f)      
any agreement with any of the Shareholders and their Affiliates;  





24 











                    (g)      
any profit sharing, stock option, stock purchase, stock appreciation,           deferred
compensation, severance or other plan or arrangement for the benefit of           its
current or former directors, officers or employees;  





                    (h)      
any collective bargaining agreement;  





                    (i)      
any agreement for the employment of any individual on a full-time,           part-time,
consulting or other basis providing annual compensation in excess of           $1,000 or
providing severance benefits;  





                    (j)      
any agreement under which it has advanced or loaned any amount to any of its
          directors, officers or employees outside the ordinary course of business;  





                    (k)      
any agreement under which the consequences of a default or termination could
          have a Chesapeake Material Adverse Effect; or  





                    (l)      
any other agreement (or group of related agreements) the performance of           which
involves annual consideration in excess of $1,000.  





        Chesapeake
has delivered to Widepoint a correct and complete copy of each           written
agreement listed in Exhibit 4.23 (as amended to date) and a           written
summary setting forth the terms and conditions of each oral agreement           referred
to in Exhibit 4.23. With respect to each such agreement: (i) the
          agreement is legal, valid, binding, enforceable and in full force and effect;
          (ii) the agreement will continue to be legal, valid, binding, enforceable and
in           full force and effect on identical terms following the consummation of the
          transactions contemplated hereby; (iii) no party is in material breach or
          material default, and no event has occurred which with notice or lapse of time
          would constitute a material breach or material default, or permit termination,
          modification or acceleration under the agreement; and (iv) no party has
          repudiated any material provision of the agreement.  







        Section
4.24   Notes and Accounts Receivable.   All notes and accounts receivable of
Chesapeake are reflected properly on their books and records, are valid receivables and
subject to no setoffs or counterclaims, are current and collectible, subject only to the
reserve for bad debts set forth on the face of the most recent balance sheet contained in
the Financial Statements. Listed in Exhibit 4.24 are all notes or accounts
receivable of Chesapeake  





        Section
4.25   Powers of Attorney.   There are no outstanding powers of attorney executed on
behalf of Chesapeake.  





        Section
4.26   Employees.   To the knowledge of Chesapeake and the Shareholders, no executive,
key employee, or group of employees has any plans to terminate employment with Chesapeake
and there is no organizational effort presently being made or threatened by or on behalf
of any labor union with respect to employees of Chesapeake. Chesapeake is not a party to
or bound by any collective bargaining agreement, nor has any of them experienced any
strikes, grievances, claims of unfair labor practices, or other collective bargaining
disputes. Chesapeake has not committed any unfair labor practice.  




25 












        Section
4.27   Guaranties.   Chesapeake is not a guarantor or otherwise is liable for any
liability or obligation (including indebtedness) of any other Person.  





        Section
4.28   Miscellaneous Transactions.   Except as set forth on Exhibit 4.28attached
hereto, Chesapeake has not engaged in any transaction (or series of related transactions)
in the past three (3) fiscal years, or any transaction (or series of related
transactions) that is ongoing, that involves (a) any swap of revenue streams; (b) any
off-balance sheet financing of any asset; (c) any payments to or credit arrangements
with any customers or potential customers in an amount individually in excess of one
thousand dollars ($1,000) in connection with entering into any sales contract involving
products or services (a “Company Sales Contract”) of Chesapeake; (d) any
long- or short-term commitment by Chesapeake to purchase goods or services of any other
company in exchange for or in connection with entering into any Company Sales Contract;
(e) any grant of any right to acquire any securities of Chesapeake in connection
with entering into any Company Sales Contract; or (f) any other arrangement,
understanding or agreement with any third party that would have the effect of
artificially reducing Chesapeake’s expenses, increasing its net revenues or
otherwise distorting its results of operations and financial condition such that the
financial statements of Chesapeake do not or will not fairly present in all material
respects the financial position of Chesapeake as of the date of such financial statements
and the results of Chesapeake’s operations and cash flows for the periods therein
indicated (subject, in the case of unaudited statements, to normal year-end audit
adjustments) in accordance with GAAP, consistently applied during the periods therein
indicated (except (i) as may be otherwise indicated in such financial statements or the
notes thereto, or (ii) in the case of unaudited interim statements, to the extent they
may exclude footnotes or may be condensed or summary statements or may exclude certain
adjusting entries that are otherwise made at year-end).  



















26 












ARTICLE V 



REPRESENTATIONS AND
WARRANTIES OF WIDEPOINT AND ACQUISITION 



        Widepoint
and Acquisition represent and warrant to Chesapeake and the Shareholders as of the date
of this Agreement and on the Effective Date (except as otherwise provided herein) as
follows:  





        Section
5.01   Organization.   Each of Widepoint and its Subsidiaries, including Acquisition,
is a corporation duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation and has all requisite power and authority to own,
lease and operate its properties and to carry on its business as now being conducted.
Each of Widepoint and its Subsidiaries is duly qualified or licensed and in good standing
to do business in each jurisdiction in which the property owned, leased or operated by it
or the nature of the business conducted by it makes such qualification or licensing
necessary, except in such jurisdictions where the failure to be so duly qualified or
licensed and in good standing would not in the aggregate result in a Widepoint Material
Adverse Effect. Widepoint has heretofore delivered to Chesapeake accurate and complete
copies of the Certificate of Incorporation and bylaws, as currently in effect, of
Widepoint and Acquisition.  





        Section
5.02   Capitalization.  



                    (a)      The authorized capital stock of Widepoint consists of:
(i) 50,000,000 authorized shares of common stock, par value $0.001 per share (“Widepoint
Common Stock”), of which, as of the date hereof, 15,579,913 shares were issued and
outstanding, and all of which are validly issued, fully paid and non-assessable and free
of preemptive rights; (ii) 10,000,000 authorized shares of preferred stock, par value
$0.001- per share, none of which shares are issued and outstanding; (iii) contractual
rights (options, warrants, SARs and other equity-like instruments) to acquire 2,113,000
shares of Widepoint Common Stock and/or to participate in the growth of the value of
Widepoint as if it were a right to receive Widepoint Common Stock, a detailed list of
which is set forth on Exhibit 5.02 attached hereto listing the exercise price, conversion
terms (cash or cashless), expiration and other materially relevant data; and (iv) bonus
arrangements based upon the profits of Widepoint or otherwise directly or indirectly
dilute the equity ownership of Widepoint shareholders, a detailed list of which is set
forth on Exhibit 5.02.  





                    (b)       Exhibit
5.02 attached hereto sets forth the name, jurisdiction of           incorporation and
capitalization of each Subsidiary of Widepoint. Except as           disclosed in Exhibit
5.02, Widepoint does not own, directly or           indirectly, any capital stock or
other equity securities of any corporation or           have any direct or indirect
equity, voting or ownership interest in any           business. All of the outstanding
shares of capital stock of each of           Widepoint’s Subsidiaries have been
validly issued and are fully paid and           non-assessable and, except as set forth
in Exhibit 5.02, are owned by           Widepoint free and clear of all Liens.
Other than such capital stock, no Person           has any right (including preemptive
rights) to acquire any shares of capital           stock or equity securities in any of
Widepoint’s Subsidiaries. There are           not now, and at the Effective Time
there will not be, any voting trusts or other           agreements or understandings to
which Widepoint or Acquisition is a party or is           bound with respect to the
voting of the capital stock of Widepoint or any of its           Subsidiaries, including
Acquisition.  





                    (c)      The
Escrow Shares and the Delivered Shares shall constitute an aggregate of           fifteen
percent (15%) of the fully diluted equity of Widepoint as of the           Effective
Date, taking into account all then outstanding (whether vested or not)           stock
options, warrants, SARs, bonus arrangements and other equity-like           instruments
or rights convertible into Widepoint Common Stock that, directly or           indirectly,
dilute the equity ownership of other Widepoint shareholders.  




27 












        Section
5.03   Authority Relative to this Agreement.   Each of Widepoint and Acquisition has
full corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been duly and
validly authorized by the Board of Directors of Widepoint and Acquisition and by
Widepoint as the sole stockholder of Acquisition and no other corporate proceedings on
the part of Widepoint or Acquisition are necessary to authorize this Agreement or to
consummate the transactions so contemplated. This Agreement has been duly and validly
executed and delivered by each of Widepoint and Acquisition and constitutes a valid and
binding agreement of each of Widepoint and Acquisition, enforceable against each of
Widepoint and Acquisition in accordance with its terms. All of the Widepoint Common Stock
to be issued in the Merger has been duly authorized and, upon consummation of the Merger,
will be validly issued, fully paid and non-assessable, and no Person will have any
preemptive right of subscription or purchase in respect thereof. All Widepoint Common
Stock issued pursuant to this Agreement will, when issued, be privately issued shares in
a non-public transaction which is not required to be registered under the Securities Act
and the Securities Exchange Act and which is part of an exempt transaction under any
applicable state securities laws.  





        Section
5.04   Consents and Approvals; No Violations.   Except as set forth on Exhibit 5.04 attached
hereto and the filing and recordation of a Certificate of Merger, as required by the
Delaware General Corporation Law, no filing with, and no permit, authorization, consent
or approval of, any Governmental Authority or any other Person is necessary for the
consummation by Widepoint and Acquisition of the transactions contemplated by this
Agreement. Except as set forth in Exhibit 5.04 attached hereto, neither the
execution and delivery of this Agreement by Widepoint or Acquisition nor the consummation
by Widepoint or Acquisition of the transactions contemplated hereby nor compliance by
Widepoint or Acquisition with any of the provisions hereof will (i) conflict with or
result in any breach of any provision of the Certificate of Incorporation or bylaws of
Widepoint or Acquisition, (ii) result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, contract, agreement or other
instrument or obligation to which Widepoint or any of its Subsidiaries (including
Acquisition) is a party or by which any of them or any of their properties or assets may
be bound or (iii) violate any order, writ, injunction, decree, statute, treaty, rule or
regulation applicable to Widepoint, any of its Subsidiaries (including Acquisition) or
any of their properties or assets, except in the case of (ii) or (iii) for violations,
breaches or defaults which would not cause a Widepoint Material Adverse Effect and which
will not prevent or delay the consummation of the transactions contemplated hereby.  





28 











        Section
5.05   Reports.   Except as provided in Exhibit 5.05 attached hereto, Widepoint
has filed all required forms, reports and documents with the SEC since December 31, 2001
(collectively, the “Widepoint SEC Reports”), all of which have complied in all
material respects with all applicable requirements of the Securities Act and the Exchange
Act, and copies of which have been supplied to Chesapeake.  





        Section
5.06   Accuracy of Statements.   Neither this Agreement nor any statement, list,
certificate or other information furnished or to be furnished by or on behalf of
Widepoint to Chesapeake in connection with this Agreement or any of the transactions
contemplated hereby, taken as a whole, contains or will contain any untrue statement of a
material fact regarding Widepoint or Widepoint’s business, or omits or will omit to
state a material fact necessary to make the statements regarding Widepoint or Widepoint’s
business contained herein or therein, in light of the circumstances in which they are
made, not misleading.  





        Section
5.07   No Undisclosed Liabilities.   Except as and to the extent set forth in the
Widepoint SEC Reports, neither Widepoint nor any of its Subsidiaries had at December 31,
2003, any liabilities required by GAAP to be reflected on a consolidated balance sheet of
Widepoint and its Subsidiaries. Except as and to the extent set forth in such Widepoint
SEC Reports, since such date and through and including the Effective Date, neither
Widepoint nor any of its Subsidiaries has incurred any liabilities material to the
business, operations or financial condition of Widepoint and its Subsidiaries taken as a
whole, except liabilities incurred in the ordinary and usual course of business and
consistent with past practice and liabilities incurred in connection with this Agreement.  





        Section
5.08   No Default.   Except as set forth in Exhibit 5.08 attached hereto,
neither Widepoint nor any of its Subsidiaries is in default or violation (and no event
has occurred which with notice or the lapse of time or both would constitute a default or
violation) of any term, condition or provision of (i) its Certificate of Incorporation or
its bylaws, (ii) any note, bond, mortgage, indenture, license, contract, agreement or
other instrument or obligation to which Widepoint or any of its Subsidiaries is a party
or by which they or either of them or any of their properties or assets may be bound or
(iii) any order, writ, injunction, decree, statute, rule or regulation applicable to
Widepoint or any of its Subsidiaries, which defaults or violations would, in the
aggregate, result in a Widepoint Material Adverse Effect or which would prevent or delay
the consummation of the transactions contemplated hereby.  





        Section
5.09   Litigation.   Except as disclosed in the Widepoint SEC Reports or in Exhibit
5.09 attached hereto, there is no action, suit, proceeding, review or, to the
knowledge of Widepoint or Acquisition, investigation pending or, to the knowledge of
Widepoint or Acquisition, threatened involving Widepoint or any of its Subsidiaries, at
law or in equity, or before any Governmental Authority.  




29 












        Section
5.10   Compliance with Applicable Law.   Widepoint and its Subsidiaries hold all
permits, licenses, variances, exemptions, orders and approvals of all Governmental
Authorities necessary for the lawful conduct of their respective business (the “Widepoint
Permits”), except for failures to hold such Widepoint Permits which would not, in
the aggregate, constitute a Widepoint Material Adverse Effect. Widepoint and its
Subsidiaries are in compliance with the terms of the Widepoint Permits, except where the
failure so to comply would not result in a Widepoint Material Adverse Effect and which
failure is disclosed in Exhibit 5.10 attached hereto. Except as disclosed in Exhibit
5.10 attached hereto, the businesses of Widepoint and its Subsidiaries are not being
conducted in violation of any applicable law, ordinance, rule, regulation, decree or
order of any Governmental Authority.  





        Section
5.11   Brokers; Finders.   Except as set forth in Exhibit 5.11 attached hereto,
Widepoint has not retained any broker or finder in connection with the transactions
contemplated herein so as to give rise to any valid claim for any brokerage or finder’s
commission, fee or similar compensation. Widepoint shall be responsible for any brokerage
commission or other compensation payable to the broker identified in Exhibit 5.11,
and Widepoint shall indemnify, defend and save Chesapeake and the Shareholders harmless
from and against any loss, cost, damage or expense (including reasonable attorneys’ fees)
arising from a breach of such representation, warranty or covenant.  





        Section
5.12   Interim Operations of Acquisition.   Acquisition was formed solely for the
purpose of engaging in the transactions contemplated hereby, and has engaged in no
business activities except as contemplated hereby.  





        Section
5.13   Section 368 Transaction.   During the period of time when the Shareholders are
employed by Widepoint pursuant to the terms of the Employment Agreements attached hereto
as Exhibit 6.10(a) or retained by Widepoint pursuant to the terms of the Consulting
Agreements attached hereto as Exhibit 6.10(b), then the parties agree to cooperate in
seeking the treatment of the transactions occurring under this Agreement to be accounted
for as a “tax-free reorganization” under Section 368 of the Code; provided,
however, that the parties recognize and agree that there can be no assurances of the
actual tax treatment that will apply to the transactions occurring under this Agreement.  





        Section
5.14   Taxes.   Widepoint and its Subsidiaries have duly filed all material federal,
state, local and foreign tax returns required to be filed by them, and have duly paid,
caused to be paid or made adequate provision in their financial statements for the
payment of all Taxes required to be paid in respect of the periods covered by such
returns and have made adequate provision for payment of all Taxes anticipated to be
payable in respect of all taxable periods since the periods covered by such returns and
ending with the Effective Date. To the best of knowledge of Widepoint, none of the income
tax returns required to be filed by Widepoint and/or its Subsidiaries with Governmental
Authorities has ever been examined by the government agencies responsible for auditing
such returns, and no period during which any assessments may be made by such agencies
with respect to such returns or any Taxes due to such Governmental Authorities has
expired. No issue or claim has been asserted for Taxes by any taxing authority for any
prior period. Except as set forth in Exhibit 5.19 attached hereto, there are no
outstanding agreements or waivers extending the statutory period of limitation applicable
to any income tax return of Widepoint or any of its Subsidiaries.  




30 












        Section
5.15   ERISA.  





                    (a)      With
respect to each employee benefit plan (including, without limitation, any           “employee
benefit plan”, as defined in Section 3(3) of ERISA), and any           material
bonus, pension, profit sharing, deferred compensation, incentive           compensation,
stock ownership, stock purchase, stock option, phantom stock,           retirement,
vacation, severance, disability, death benefit, hospitalization,           insurance or
other plan, arrangement or understanding (whether or not legally           binding) (all
the foregoing being herein called the “Widepoint Benefit           Plans”),
maintained or contributed to by Widepoint or any of its           Subsidiaries, Widepoint
has made available to Chesapeake a true and correct copy           of, where applicable,
(i) the most recent annual report (Form 5500) filed with           the IRS, (ii) such
Widepoint Benefit Plan, (iii) each trust agreement and group           annuity contract,
if any, relating to such Widepoint Benefit Plan and (iv) the           most recent
actuarial report or valuation relating to a Widepoint Benefit Plan           subject to
Title IV of ERISA. None of the Widepoint Benefit Plans are           multi-employer plans
within the meaning of Section 3(37) of ERISA. Each of the           Widepoint Benefit
Plans covered by ERISA (x) has been operated in all material           respects in
accordance with ERISA, (y) has not engaged in any prohibited           transactions (as
such term is defined in Section 406 of ERISA) and (z) has met           the minimum
funding standards of Section 412 of the Code. No material reportable           event
(within the meaning of Section 4043 of ERISA) has occurred and is           continuing
with respect to any such Plan. Neither Widepoint nor any of its           Subsidiaries
has ever terminated any pension plan or withdrawn from any           multi-employer
pension plan.  





                    (b)      With
respect to Widepoint Benefit Plans, in the aggregate, no event has           occurred,
and to the knowledge of Widepoint, there exists no condition or set of
          circumstances which are reasonably likely to occur in connection with which
          Widepoint or any of its Subsidiaries would be subject to any liability, that
          would result in a Widepoint Material Adverse Effect (except liability for
          benefits claims and funding obligations payable in the ordinary course), under
          ERISA, the Code or any other applicable law.  





                    (c)      Except
as set forth in Exhibit 5.14 attached hereto, with respect to           Widepoint
Benefit Plans, in the aggregate, there are no funded benefit           obligations for
which contributions have not been made or properly accrued and           there are no
unfunded benefit obligations which have not been accounted for by           reserves, or
otherwise properly footnoted in accordance with GAAP in the           Widepoint SEC
Reports, which obligations are reasonably likely to result in a           Widepoint
Material Adverse Effect.  





        Section
5.16   Intellectual Property.  





                    (a)       Exhibit
5.15 attached hereto is an accurate and complete list of all of           Widepoint’s
Intellectual Property, and reflects Widepoint’s           Intellectual Property that
has been duly and properly registered in any           jurisdiction. Except as otherwise
specified in Exhibit 5.15,          Widepoint and its Subsidiaries own,
have the right to use, sell, license,           dispose of, and to bring actions for the
misappropriation of Widepoint’s           Intellectual Property, and to the best
knowledge of Widepoint, without any           conflict with or infringement of the rights
of others, free and clear of all           Liens.  



31 













                    (b)      Widepoint
and its Subsidiaries have taken reasonable steps to safeguard and           maintain the
secrecy and confidentiality of, and protect their proprietary           rights in, their
Intellectual Property.  





                    (c)      Except
as set forth in Exhibit 5.15 attached hereto and to the knowledge           of
Widepoint, no claim is pending or, to the knowledge of Widepoint, threatened           to
the effect that the present or past operations of Widepoint and/or its
          Subsidiaries infringe upon or conflict with the rights of others with respect
to           any Intellectual Property and no claim is pending or threatened to the
effect           that any of the Intellectual Property is invalid or unenforceable. To
the           knowledge of Widepoint, no contract, agreement or understanding with any
party           exists which would materially impede or prevent the continued use by
Widepoint           and its Subsidiaries of the entire right, title and interest of
Widepoint and           its Subsidiaries in and to the Intellectual Property.  





        Section
5.17   Change in Control.   Except as set forth in Exhibit 5.16 attached
hereto, neither Widepoint nor any of its Subsidiaries is a party to any contract,
agreement or understanding, which contains a “change in control” provision or
“potential change in control” provision.  





        Section
5.18   Operations of Widepoint and Subsidiaries.   Except as set forth in Exhibit
5.17 attached hereto, neither Widepoint nor any of its Subsidiaries has since
December 31, 2003:  





                    (a)      amended
its Certificate of Incorporation or bylaws or merged with or into or
          consolidated with any other person, subdivided or in any way reclassified any
          shares of its capital stock or changed or agreed to change in any manner the
          rights of its outstanding capital stock or the character of its business;  





                    (b)      issued,
sold or purchased, or issued options or rights to subscribe to, or           entered into
any contracts or commitments to issue, sell or purchase, any shares           of its
capital stock;  





                    (c)      waived
any right of material value to its business which in each instance is           worth in
excess of $10,000.00 or in the aggregate is worth greater than           $25,000.00;  





                    (d)      made
any change in its accounting methods or practices or made any change in
          depreciation or amortization policies or rates adopted by it;  





                    (e)      made
any payment or commitment to pay any severance or termination pay to any of           its
officers, directors, employees, consultants, agents or other           representatives;  





                    (f)      entered
into any lease (as lessor or lessee), sold, abandoned or made any other
          disposition of any of its tangible assets, granted or suffered any Lien on any
          of its assets or properties, entered into or amended any contract or other
          agreement to which it is a party, or by or to which it or its assets or
          properties are bound or subject, or pursuant to which it agrees to indemnify
any           party or to refrain from competing with any party, in each instance, worth
more           than $10,000.00, except for the lease the Company entered into in February
2004           located at One Lincoln Centre, Oakbrook Terrace, Il 60181.;  




32 












                    (g)      except
for property or equipment acquired in the ordinary course of business,           made any
acquisition of all or any part of the assets, properties, capital stock           or
business of any other Person, which is in each instance valued at more than
          $10,000.00, or in the aggregate valued at more than $25,000.00;  





                    (h)      paid,
directly or indirectly, any of its material liabilities before the same           became
due in accordance with its terms or otherwise than in the ordinary course           of
business;  





                    (i)      suffered
or incurred any damage, destruction or loss (whether or not covered by
          insurance) constituting a Widepoint Material Adverse Effect or Widepoint
          Material Adverse Change;  





                    (j)      entered
into any other material contract or other agreement or other material
          transaction;  





                    (k)      been
advised or otherwise become aware that any of its existing contracts for           the
performance of services or the license of any portion of Widepoint’s
          Intellectual Property is to be terminated or substantially modified other than
          in accordance with its terms or as reflected in Exhibit 5.17;  





                    (l)      declared,
set aside or paid any dividend or made any distribution with respect           to its
capital stock (whether in cash or in kind);  





                    (m)      made
any loan to, or entered into any other transaction with, any of its           directors,
officers or employees other than in the ordinary course of business;  





                    (n)      adopted,
amended, modified or terminated any bonus, profit-sharing, incentive or           other
plan, contract or commitment for the benefit of any of its directors,           officers
or employees (or taken any such action with respect to any other           Widepoint
Benefit Plan);  





                    (o)      made
or pledged to make any charitable or other capital contribution other than           in
the ordinary course of business; or  





                    (p)      committed
to any of the foregoing.  





        Section
5.19   Insurance.   Exhibit 5.18 attached hereto is an accurate and complete
list of all policies of fire, liability, workers’ compensation, title and other
forms of insurance owned, held by or applicable to Widepoint or its Subsidiaries, and
Widepoint has heretofore made available to Chesapeake a true and complete copy of all
such policies, including all occurrence-based policies applicable to Widepoint or its
Subsidiaries for all periods prior to the Effective Date.  




33 












        Section
5.20   Improper and Other Payments.   To the knowledge of Widepoint, except as set
forth in Exhibit 5.19, none of Widepoint or any of its Subsidiaries, any of their
directors, officers, employees, agents or representatives, nor any Person acting on
behalf of any of them, has made, paid or received (a) any bribes, kickbacks or other
similar payments to or from any Person, whether lawful or unlawful, (b) any unlawful
contributions, directly or indirectly, to a domestic or foreign political party or
candidate or (c) any improper foreign payment (as defined in the U.S. Foreign Corrupt
Practices Act).  





        Section
5.21   Real Property.  





                    (a)      
Neither Widepoint nor any of its Subsidiaries owns any real property.  





                    (b)      
Exhibit 5.20 attached hereto lists and describes briefly all real
          property leased or subleased to Widepoint or any of its Subsidiaries. Widepoint
          has made available to Chesapeake correct and complete copies of the leases and
          subleases listed in Exhibit 5.20. With respect to each lease and
sublease           listed in Exhibit 5.20:  





                                (i)      the
lease or sublease is legal, valid, binding, enforceable and in full force           and
effect;  





                                (ii)      the
lease or sublease will continue to be legal, valid, binding, enforceable,           and
in full force and effect on identical terms following the consummation of           the
transactions contemplated hereby;  





                                (iii)      no
party to the lease or sublease is in breach or default, and no event has
          occurred which, with notice or lapse of time, would constitute a breach or
          default or permit termination, modification or acceleration thereunder;  





                                (iv)      no
party to the lease or sublease has repudiated any provision thereof;  





                                (v)      there
are no disputes, oral agreements or forbearance programs in effect as to           the
lease or sublease;  





                                (vi)      with
respect to each sublease, the representations and warranties set forth in
          subsections (i) through (v) above are true and correct with respect to the
          underlying lease;  





                                (vii)      neither
Widepoint nor any of its Subsidiaries has assigned, transferred,           conveyed,
mortgaged, deeded in trust, or encumbered any interest in the           leasehold or
subleasehold;  




34 












                                (viii)      all
facilities leased or subleased thereunder have received all approvals of
          Governmental Authorities required in connection with the operation thereof and
          have been operated and maintained in accordance with all laws;  





                                (ix)      to
Widepoint’s knowledge, there are no restrictions that impair the current
          use or occupancy of the property that is subject to the lease;  





                                (x)      the
properties and facilities currently occupied by Widepoint and its           Subsidiaries
are not being used by Widepoint or its Subsidiaries to make, store,           handle,
treat, dispose, generate, or transport hazardous substances in violation           of any
laws; and  





                                (xi)      to
Widepoint’s knowledge, hazardous substances have never been made,           stored,
handled, treated, disposed of, generated, or transported on or from the
          properties and facilities occupied by Widepoint and its Subsidiaries during the
          term of such occupancy, except in accordance with applicable law.  





        Section
5.22   Powers of Attorney.   Except as set forth in Exhibit 5.21, there are no
outstanding powers of attorney executed on behalf of Widepoint or any of its
Subsidiaries.  





        Section
5.23   Employees.   To Widepoint’s knowledge, no executive, key employee, or
group of employees has any plans to terminate employment with Widepoint or any of its
Subsidiaries and there is no organizational effort presently being made or threatened by
or on behalf of any labor union with respect to employees of Widepoint or any of its
Subsidiaries. None of Widepoint and its Subsidiaries is a party to or bound by any
collective bargaining agreement, nor has any of them experienced any strikes, grievances,
claims of unfair labor practices, or other collective bargaining disputes. None of
Widepoint and its Subsidiaries has committed any unfair labor practice.  





        Section
5.24   Guaranties.   Neither Widepoint nor any of its Subsidiaries is a guarantor or
otherwise is liable for any liability or obligation (including indebtedness) of any other
Person, except as required in the normal course of it business.  





        Section
5.25   Securities; Listing.   To Widepoint’s knowledge, the outstanding shares of
Widepoint were issued in accordance with the provisions of the Securities Act or
exemptions therefrom, and any relevant state securities laws or pursuant to valid
exemptions therefrom. Widepoint is in compliance with all applicable maintenance criteria
and other requirements necessary to permit continued listing of the Widepoint Common
Stock on the National Association of Securities Dealers, Inc. (“NASD”)
Over-the-Counter (“OTC”) Bulletin Boardsystem, and Widepoint has not
received evidence to the contrary from the NASD.  







35 












        Section
5.26   Miscellaneous Transactions.   Except as set forth on Exhibit 5.25
attached hereto, neither Widepoint nor any of its Subsidiaries has engaged in any
transaction (or series of related transactions) in the past three (3) fiscal years,
or any transaction (or series of related transactions) that is ongoing, that involves (a) any
swap of revenue streams; (b) any off-balance sheet financing of any asset; (c) any
payments to or credit arrangements with any customers or potential customers in an amount
individually in excess of ten thousand dollars ($10,000) in connection with entering into
any Company Sales Contract; (d) any long- or short-term commitment by Widepoint or
any of its Subsidiaries to purchase goods or services of any other company in exchange
for or in connection with entering into any Company Sales Contract; (e) any grant of
any right to acquire any securities of Widepoint in connection with entering into any
Company Sales Contract; or (f) any other arrangement, understanding or agreement
with any third party that would have the effect of artificially reducing Widepoint’s
or any of its Subsidiaries’ expenses, increasing any of their net revenues or
otherwise distorting their results of operations and financial condition such that the
financial statements of Widepoint and/or its Subsidiaries do not or will not fairly
present in all material respects the financial position of Widepoint and its Subsidiaries
as of the date of such financial statements and the results of their operations and cash
flows for the periods therein indicated (subject, in the case of unaudited statements, to
normal year-end audit adjustments) in accordance with GAAP, consistently applied during
the periods therein indicated (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements or may
exclude certain adjusting entries that are otherwise made at year-end).  

























36 













ARTICLE VI 



COVENANTS 



        Section
6.01   Covenants of Chesapeake and the Shareholders, and Widepoint and Acquisition.   
During the period from the date of this Agreement and continuing until the Effective
Date, Chesapeake and the Shareholders jointly and severally on the one hand, and
Widepoint and Acquisition on the other hand, agree that (except as expressly contemplated
or permitted by this Agreement, or to the extent that the other party shall otherwise
consent in writing):  





                    (a)      Each
shall carry on its business in the usual, regular and ordinary course,
          consistent with past practice, and use its best efforts, consistent with past
          practice, to preserve intact its present business organization, maintain its
          corporate existence and good standing in its state of incorporation, keep
          available the services of its present officers and employees and preserve its
          relationships with customers, suppliers and others having business dealings
with           it.  





                    (b)      Each
shall not, nor shall it propose to, (i) declare, set aside or pay any           dividend
or other distribution (whether in cash, stock or property or any           combination
thereof) in respect of any of its capital stock, (ii) split, combine           or
reclassify any of its capital stock or issue or authorize or propose the
          issuance of any other securities in respect of, in lieu of or in substitution
          for shares of its capital stock or (iii) repurchase, redeem or otherwise
acquire           any of its securities.  





                    (c)      Each
shall not authorize for issuance, issue, sell, deliver or agree or commit           to
issue, sell or deliver (whether through the issuance or granting of options,
          warrants, commitments, subscriptions, rights to purchase or otherwise) any
stock           of any class or any other securities (including indebtedness having the
right to           vote) or equity equivalents (including, without limitation, stock
appreciation           rights), except as required pursuant to the agreements and
instruments           outstanding on the date hereof and disclosed in Section 4.02 or
Section 5.02,           respectively, or amend in any material respect any of the terms
of any such           securities or agreements outstanding on the date hereof.  





                    (d)      Each
shall not amend or propose to amend its Certificate of Incorporation or           bylaws.  





                    (e)      Each
shall not acquire, sell, lease, encumber, transfer or dispose of any assets
          outside the ordinary course of business, consistent with past practice, or any
          assets which are material to their respective business taken as a whole, except
          pursuant to obligations in effect on the date hereof, or enter into any
          commitment or transaction outside the ordinary course of business, consistent
          with past practice.  





                    (f)      Each
shall not incur any indebtedness for borrowed money or guarantee any such
          indebtedness or issue or sell any debt securities or warrants or rights to
          acquire any debt securities or guarantee (or become liable for) any debt of
          others or make any loans, advances or capital contributions or mortgage, pledge
          or otherwise encumber any material assets or create or suffer any material Lien
          thereupon other than in each case in the ordinary course of business consistent
          with prior practice.  







37 












                    (g)      Each
shall not pay, discharge or satisfy any claims, liabilities or obligations
          (absolute, accrued, asserted or unasserted, contingent or otherwise), other
than           the payment, discharge or satisfaction in the ordinary course of business
          consistent with past practice or in accordance with their terms, of liabilities
          reflected or reserved against in, or contemplated by, the Financial Statements
          or the Widepoint SEC Reports, respectively, or incurred in the ordinary course
          of business consistent with past practice.  





                    (h)      Each
shall not change any of the accounting principles or practices used by it
          (except as required by GAAP).  





                    (i)      Each
shall not agree to take any of the foregoing actions or knowingly take or           agree
to take any action that would or is reasonably likely to result in any of           its
representations and warranties set forth in this Agreement being untrue or           in
any of the conditions to the Merger set forth in Article VII not being
          satisfied.  





                    (j)      Each
shall give the other party prompt notice of: (i) any notice of, or other
          communication relating to, a default or event which, with notice or the lapse
of           time or both, would become a default, if received by such party subsequent
to           the date of this Agreement and prior to the Effective Time, under any
agreement,           indenture or instrument material to the financial condition,
properties,           business or results of operations of such party, taken as a whole,
to which such           party is a party or is subject; (ii) any notice or other
communication from any           third party alleging that the consent of such third
party is or may be required           in connection with the transactions contemplated by
this Agreement, which           consent, if required, would breach the representations
contained in Articles IV           or V; and (iii) any Chesapeake Material Adverse Change
or any Widepoint Material           Adverse Change, respectively.  





                    (k)      During
the period from the date of this Agreement and continuing until the           Effective
Time, each party agrees that it will not, without the prior written           consent of
the other party, except as contemplated by this Agreement, including           Section
6.11 hereof, or required by law (i) enter into, adopt, amend or           terminate any
Chesapeake Benefit Plan or Widepoint Benefit Plan or other           employee benefit
plan or any agreement, arrangement, plan or policy between           Chesapeake or
Widepoint or any of its Subsidiaries and one or more of its           respective
directors or executive officers or (ii) increase in any manner the           compensation
or fringe benefits of any director, officer or employee or pay any           benefit not
required by any plan and arrangement as in effect as of the date           hereof or
enter into any contract, agreement, commitment or arrangement to do           any of the
foregoing.  



        Section
6.02   Government Filings.   From the date of this Agreement through and including the
Effective Date, the parties shall not make any filings with any Governmental Authority
with respect to or related to this Agreement without both parties’ mutual agreement
except in regards to the required Government Filings required under the requirements of
the SEC’s 34 act reporting requirements.  




38 














        Section
6.03   No Solicitation.   Neither Chesapeake, the Shareholders, Widepoint nor any of
their respective Affiliates, officers, directors, employees, representatives or agents
shall, directly or indirectly, solicit, initiate or encourage (including by way of
furnishing information) any person, entity or group concerning any merger, sale of
substantial assets outside the ordinary course of business, sale of shares of capital
stock or similar transaction involving Chesapeake or Widepoint (other than the
transactions contemplated by this Agreement). Each party shall promptly advise the other
party of any such inquiries or proposals it receives from third parties.  





        Section
6.04   Access to Information.   Upon reasonable notice and subject to restrictions
contained in confidentiality agreements to which such party is subject (from which such
party shall use reasonable efforts to be released), Chesapeake and Widepoint shall each
(and shall cause each of their respective Subsidiaries to) afford to the officers,
employees, accountants, counsel and other representatives of the other, access, during
normal business hours during the period prior to the Effective Time, to its pertinent
properties, books, contracts, commitments and records and, during such period, each of
Chesapeake and Widepoint shall furnish promptly to the other all information concerning
its business, properties and personnel as such other party may reasonably request. Unless
otherwise required by law or court order, the parties will hold any such information
which is nonpublic in confidence until such time as such information otherwise becomes
publicly available through no wrongful act of either party, and in the event of
termination of this Agreement for any reason each party shall promptly return all
nonpublic documents obtained from any other party, and any copies or summaries made of
such documents, to such other party.  





        Section
6.05   Best Efforts.   Subject to the terms and conditions of this Agreement, each of
the parties hereto agrees to use its best efforts to have the Closing occur by April 1,
2004, or as soon as practicable thereafter, but in any event prior to May 3, 2004, and to
take, or cause to be taken, all actions, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to consummate and
make effective the transactions contemplated by this Agreement including, without
limitation, the preparation and filing of all other forms, registrations and notices
required to be filed to consummate the transactions contemplated hereby and the taking of
such actions as are necessary to obtain any requisite approvals, consents, orders,
exemptions, waivers by any public or private third party. Each party shall promptly
consult with the other with respect to, provide any necessary information with respect to
and provide the other (or its counsel) copies of, all filings made by such party with any
Governmental Authority in connection with this Agreement and the transactions
contemplated hereby.  





        Section
6.06   Shareholders Meeting.   Chesapeake shall duly call, give notice of, convene and
hold a meeting of its shareholders as promptly as practicable for the purpose of voting
upon this Agreement and the transactions contemplated herein. Chesapeake will, through
its Board of Directors, recommend to its shareholders approval of such matters and will
coordinate and cooperate with respect to the timing of such meeting and shall use its
best efforts to hold such meeting on the same day or as soon as practicable after the
date hereof, and shall use its best efforts to secure the approval of this Agreement and
the transactions contemplated herein, subject to its fiduciary duties under applicable
law. The Shareholders agree to vote all of the Chesapeake Shares in approval of this
Agreement and the transactions contemplated herein.  




39 












        Section
6.07   Contact Clients.   Chesapeake shall permit Widepoint, and Widepoint shall have
the right to contact, subject to reasonable conditions, the clients of Chesapeake and to
make reasonable inquiries of such clients; provided, however, that Widepoint shall
provide Chesapeake with advance notice of any such contact and shall permit Chesapeake to
participate in any such contacts with Chesapeake’s clients.  





        Section
6.08   Notice Regarding Change in Circumstances.   Chesapeake and the Shareholders
shall each give Widepoint written notice promptly upon the occurrence of or Chesapeake
and/or the Shareholders becoming aware of the impending or threatened occurrence of any
event which would cause or constitute a breach or would have caused a breach of any of
the representations, warranties, duties and/or obligations of Chesapeake and/or the
Shareholders as contained in this Agreement. Widepoint shall give Chesapeake written
notice promptly upon the occurrence of or Widepoint becoming aware of the impending or
threatened occurrence of any event which would cause or constitute a breach or would have
caused a breach of any of the representations or warranties of Widepoint or Acquisition
as contained in this Agreement.  





        Section
6.09   Indemnification.  





                    (a)       Indemnification
by the Shareholders. Except as set forth herein, each of           the Shareholders
jointly and severally agrees to indemnify Widepoint against,           and agrees to hold
Widepoint harmless from, any and all Damages incurred by or           asserted against
Widepoint as a result of, relating to or arising out of or in           connection with
any breach of any of the representations or warranties of           Chesapeake and/or the
Shareholders under this Agreement so long as Widepoint has           not committed any
breach of this Agreement prior to the Closing hereunder and so           long as
Widepoint has otherwise satisfied all the conditions required of it set           forth
in Article VII hereof.  





                    (b)       Indemnification
by Widepoint. Widepoint agrees to indemnify each of the           Chesapeake and the
Shareholders against, and agrees to hold each of them           harmless from, any breach
of any of the representations or warranties of           Widepoint under this Agreement,
so long as neither Chesapeake nor the           Shareholders have committed any breach of
this Agreement prior to the Closing           hereunder and so long as Chesapeake and the
Shareholders have otherwise           satisfied all the conditions required of them set
forth in Article VII hereof.  







40 












                    (c)       Claims.
The provisions of this Section 6.09(c) shall be subject to           Section 6.09(d)
below. As soon as is reasonably practicable after becoming aware           of a claim for
indemnification under this Agreement, the indemnified person           (“Indemnified
Person”) shall promptly give notice to the indemnifying           person (“Indemnifying
Person”) of such claim and the amount the           Indemnified Person reasonably
believes it will be entitled to receive hereunder           from the Indemnifying Person;
provided that the failure of the Indemnified           Person to promptly give notice
shall not relieve the Indemnifying Person of its           obligations except to the
extent (if any) that the Indemnifying Person shall           have been prejudiced
thereby. If the Indemnifying Person does not object in           writing to such
indemnification claim within thirty (30) days of receiving           notice thereof, the
Indemnified Person shall be entitled to recover, on the           thirty-fifth (35th) day
after such notice was given, from the Indemnifying           Person the amount of such
claim, and no later objection by the Indemnifying           Person shall be permitted; if
the Indemnifying Person agrees that it has an           indemnification obligation but
objects that it is obligated to pay only a lesser           amount, the Indemnified
Person shall nevertheless be entitled to recover, on the           thirty-fifth (35th)
day after such notice was given, from the Indemnifying           Person the lesser
amount, without prejudice to the Indemnified Person’s           claim for the
difference. In addition to the amounts recoverable by the           Indemnified Person
from the Indemnifying Person pursuant to the foregoing           provisions, the
Indemnified Person shall also be entitled to recover from the           Indemnifying
Person interest on such amounts at the rate of two times Prime Rate           from, and
including, the thirty-fifth (35th) day after such notice of an           indemnification
claim is given to, but not including, the date such recovery is           actually made
by the Indemnified Person.  





                    (d)       Notice
of Third-Party Claims; Assumption of Defense. The Indemnified           Person shall
give notice as promptly as is reasonably practicable to the           Indemnifying Person
of the assertion of any claim, or the commencement of any           suit, action or
proceeding, by any Person not a party hereto in respect of which           indemnity may
be sought under this Agreement; provided that the failure of the           Indemnified
Person to promptly give notice shall not relieve the Indemnifying           Person of its
obligations except to the extent (if any) that the Indemnifying           Person shall
have been prejudiced thereby. The Indemnifying Person may, at its           own expense,
(a) participate in the defense of any claim, suit, action or           proceeding and (b)
upon notice to the Indemnified Person and the Indemnifying           Person’s
delivering to the Indemnified Person a written agreement that the           Indemnified
Person is entitled to indemnification for all Damages arising out of           such
claim, suit, action or proceeding and that the Indemnifying Person shall be
          liable for the entire amount of any Damages, at any time during the course of
          any such claim, suit, action or proceeding, assume the defense thereof;
          provided, however, that (i) the Indemnifying Person’s counsel is
reasonably           satisfactory to the Indemnified Person, and (ii) the Indemnifying
Person shall           thereafter consult with the Indemnified Person upon the
Indemnified           Person’s reasonable request for such consultation from time to
time with           respect to such claim, suit, action or proceeding. If the
Indemnifying Person           assumes such defense, the Indemnified Person shall have the
right (but not the           duty) to participate in the defense thereof and to employ
counsel, at its own           expense, separate from the counsel employed by the
Indemnifying Person. If,           however, the Indemnified Person reasonably determines
in its judgment that           representation by the Indemnifying Person’s counsel
of both the           Indemnifying Person and the Indemnified Person would present such
counsel with a           conflict of interest, then such Indemnified Person may employ
separate counsel           to represent or defend it in any such claim, action, suit or
proceeding and the           Indemnifying Person shall pay the fees and disbursements of
such separate           counsel. Whether or not the Indemnifying Person chooses to defend
or prosecute           any such claim, suit, action or proceeding, all of the parties
hereto shall           cooperate in the defense or prosecution thereof.  








41 











                    (e)       Settlement
or Compromise. Any settlement or compromise made or caused to           be made by
the Indemnified Person or the Indemnifying Person, as the case may           be, of any
claim, suit, action or proceeding shall also be binding upon the           Indemnifying
Person or the Indemnified Person, as the case may be, in the same           manner as if
a final judgment or decree had been entered by a court of competent
          jurisdiction in the amount of such settlement or compromise; provided, however,
          that no obligation, restriction, injunction, agreement with the effect of an
          injunction, or Damages shall be imposed on the Indemnified Person as a result
of           such settlement without its prior written consent. The Indemnified Person
will           give the Indemnifying Person at least thirty (30) days’ notice of any
          proposed settlement or compromise of any claim, suit, action or proceeding it
is           defending, during which time the Indemnifying Person may reject such
proposed           settlement or compromise; provided, however, that from and after such
rejection,           the Indemnifying Person shall be obligated to assume the defense of
and full and           complete liability and responsibility for such claim, suit, action
or proceeding           and any and all Damages in connection therewith in excess of the
amount of           unindemnifiable Damages which the Indemnified Person would have been
obligated           to pay under the proposed settlement or compromise.  





                    (f)       Failure
of Indemnifying Person to Act. In the event that the Indemnifying           Person
does not elect to assume the defense of any claim, suit, action or           proceeding,
then any failure of the Indemnified Person to defend or to           participate in the
defense of any such claim, suit, action or proceeding or to           cause the same to
be done, shall not relieve the Indemnifying Person of its           obligations
hereunder.  





                    (g)      Cure
for Breaches of Covenants. In the event any party to this Agreement
          breaches any of its covenants or obligations made hereunder (other than
          covenants and obligations made under Section 6.01 or 6.09 hereof), he/it shall
          be given ten (10) calendar days within which to cure such breach, following
          receipt by the breaching party of written notice from the non-breaching party
of           the existence and the extent of each such breach. The parties acknowledge
and           agree that the foregoing cure period is reasonable in relation to the
covenants           and obligations they have undertaken pursuant to this Agreement.  





                    (h)      Indemnification
Limitations. Notwithstanding anything to the contrary set forth herein, under
no circumstances shall the Shareholders (considered as a group) be required to
indemnify any other party(ies) for, in the aggregate, more than one hundred per
cent (100%) of the Purchase Price, unless the indemnification
arises from the gross negligence or intentional misconduct of the Shareholders
in which case there shall be no limit on a party’s indemnification
obligations hereunder.  Furthermore, notwithstanding anything to the
contrary set forth herein, the Shareholders shall satisfy their indemnification
obligations hereunder, if any, solely by returning or tendering, as the case
may be, Widepoint Common Stock received in exchange for participating in the
Merger hereunder. Further, notwithstanding anything to the contrary set forth
herein, under no circumstances shall Widepoint be required to indemnify any
other party(ies) for, in the aggregate, more than One Hundred Thousand
Dollars ($100,000), unless the indemnification arises from the
gross negligence or intentional misconduct of Widepoint in which case there
shall be no limit on a party’s indemnification obligations hereunder.  





42 











                    (i)      The
provisions of this Section 6.09 are intended to be for the benefit of, and
          shall be enforceable by, each Indemnified Person and his, her or its heirs and
          representatives.  





        Section
6.10   Chesapeake Employment or Consultant Agreements.   At the Closing, Mark C.
Fuller and Jack D. Crowley shall execute and deliver to Widepoint the
Employment/Non-Competition Agreements attached to this Agreement as Exhibit 6. (a). At
the Closing, Jay O. Wright shall execute and deliver to Widepoint the
Consulting/Non-Competition Agreement attached to this Agreement as Exhibit 6.10(b).  





        Section
6.11   Stock Options.   (a) At the Effective Time, any outstanding option, warrant
or other right whatsoever to purchase any Chesapeake Shares shall terminate.  





        Section
6.12   Expenses.   Whether or not the Merger is consummated, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated hereby,
including but not limited to legal and accounting fees and costs, shall be paid by the
party incurring such costs and expenses.  





        Section
6.13   Non-Competition Agreements.   [INTENTIONALLY OMITTED]  





        Section
6.14   Limitations on Chesapeake Liabilities and Certain Assets.   In the event the
total liabilities of Chesapeake immediately prior to the Effective Date exceed the
aggregate amount of Thirty Thousand Dollars ($ 30,000.00), then the Shareholders agree to
cause Chesapeake prior to the Effective Date to transfer all such excess liabilities to
the Shareholders who shall assume such liabilities so that such liabilities will not be
liabilities of Chesapeake as of the Effective Date; provided, however, that Chesapeake
shall have accrued and retained a sufficient amount of cash necessary to pay in full,
within thirty (30) days of the Effective Date, the amount of all income taxes of
Chesapeake for all periods up to and through the Effective Date.  





        Section
6.15   Escrowed Shares.  





                    (a)      Within
thirty (30) days following the completion of the fiscal year end audits           for
2004, 2005, (and 2006 if required, for each of Widepoint and Chesapeake, but           in
no event more than one hundred twenty (120) days after the conclusion of each
          such fiscal year end, Widepoint will instruct the Escrow Agent as to the
amount,           if any, of Escrowed Shares to be released to the Shareholders as
determined by           the “Escrow Release Formula.” (as defined below). In
the event any           Escrowed Shares are to be released to the Shareholders, then such
shares shall           be promptly released by the Escrow Agent and delivered to the
Shareholders in           accordance with the terms of the Escrow Agreement in the same
proportion in           which the Delivered Shares were issued to the Shareholders.  








43 











                    (b)      Escrow
Release Formula. After the Closing and upon the actual receipt by           Widepoint
(where “receipt” by Widepoint means receipt by Widepoint or           any of
its affiliates or subsidiaries) of Chesapeake Sourced Revenues or           Chesapeake
Assisted Revenues (as defined below) during the time period           commencing after
the Closing and ending on December 31, 2005(the “Escrow           Release Period”),
the Escrow Agent shall release (i) one-twelfth (1/12) of           the Escrowed Shares to
the Shareholders for each One Million Dollars           ($1,000,000.00) of Chesapeake
Sourced Revenues actually received by Widepoint           during the Escrow Release
Period, as determined annually by the completed audits           of Widepoint for the
years ended December 31, 2004 and 2005 , and (ii)           one-twenty fourth (1/24) of
the Escrowed Shares to the Shareholders for each One           Million Dollars
($1,000,000.00) of Chesapeake Assisted Revenues actually           received by Widepoint
during the Escrow Release Period, as determined annually           by the completed
audits of Widepoint for the years ended December 31, 2004 and           2005. For
purposes of this Agreement, the term “Chesapeake Sourced           Revenues” shall
mean one hundred percent (100%) of the revenues actually           received by Widepoint
during the Escrow Release Period which have been           originated and generated
solely, as reasonably and mutually determined by           Widepoint and the
Shareholders, from the assets, alliances and relationships of           Chesapeake as
acquired by Widepoint at the Closing (the “Chesapeake           Business”)
minus any portion of such revenues which are the subject of           disallowances,
credits, rebates, reimbursements and/or other decreases to such           revenues. For
purposes of this Agreement, the term “Chesapeake Assisted           Revenues” shall
mean fifty percent (50%) of the revenues in excess of the           Chesapeake Assisted
Revenues Base Amount as actually received by Widepoint           during the Escrow
Release Period which shall have been originated and generated           from the mutually
agreed upon efforts of Widepoint and Chesapeake after the           Closing, minus any
portion of such revenues which are the subject of           disallowances, credits,
rebates, reimbursements and/or other decreases to such           revenues. The Chesapeake
Assisted Revenues Base Amount shall be Three Million           Two Hundred Thousand
Dollars ($3,200,000) for 2004, and for each subsequent           annual period shall be
determined as the amount of Revenues not associated with           The Chesapeake Sourced
Revenues or Chesapeake Assisted Revenues that are earned           in the prior annual
period. The amount of Chesapeake Sourced Revenues applicable           for the year 2005
from any particular source, contract or client shall only be           the amount of
Chesapeake Sourced Revenues actually received by Widepoint for the           year ending
December 31, 2005 as calculated above, which exceed the amount of           Chesapeake
Sourced Revenues actually received by Widepoint for the year ending           December
31, 2004, as calculated above, from such source, contract or client.           The amount
of Chesapeake Assisted Revenues applicable for the year 2005 from           such,
contract or client shall only be the amount of Chesapeake Assisted           Revenues
actually received by Widepoint for the year ending December 31, 2004 as
          calculated above, which exceed the amount of Chesapeake Assisted Revenues
          actually received by Widepoint for the immediately preceding year, as
calculated           above, from such source, contract or client. Notwithstanding
anything to the           contrary as contained in this Agreement and/or any other
agreement entered into           pursuant to the provisions of this Agreement, any
Escrowed Shares which are not           issuable to the Shareholders at the end of the
Escrow Release Period shall be           transferred and returned to Widepoint (the “Reversion
Shares”), with           the books and records of Widepoint being then adjusted to
reflect that such           Reversion Shares are no longer issued nor outstanding shares
of Widepoint Common           Stock and with such Reversion Shares being thereafter
available for possible           future issuance in whatever manner and time as may be
determined by a majority           of the directors of Widepoint. In the event that the
revenues actually received           by Widepoint for the three (3) month period ending
on September 30, 2005 equal           or exceed Three Million Dollars ($3,000,000) of
Chesapeake Sourced Revenues or           Six Million Dollars ($6,000,000) of Chesapeake
Assisted Revenues or a           combination thereof, then the Escrow Release Period
shall be extended to           thereafter expire on December 31, 2006, with the measures
of performance applied           as stated above for the years 2004 and 2005 being
extended to calendar year           2006.  




44 












                    (c)      Within
the twelve (12) month period immediately following the receipt by           Widepoint of
at least an aggregate of Twenty-Five Million Dollars ($25,000,000)           in
Chesapeake Sourced Revenue or an aggregate of Fifty Million Dollar
          ($50,000,000) in Chesapeake Assisted Revenue, or combination thereof, then the
          Board of Directors of Widepoint shall prepare annual proxy statements for the
          ensuing Annual Meetings of Stockholders of Widepoint at which directors will be
          elected, with such proxy statements to provide for the increase in the size of
          the Widepoint Board of Directors from a total of seven (7) persons to a total
of           nine (9) persons and with two (2) additional people to be nominated for
elected           to the Widepoint Board of Directors, of which one (1) such nominee
shall be a           designee of the Shareholders and with the remaining one (1) nominee
being a           designee as determined by the mutual agreement of (A) the directors
serving on           the Widepoint Board of Directors who have been designated by the
Shareholders           and (B) the directors serving on the Widepoint Board of Directors
who have not           been designated by the Shareholders, with each such director of
Widepoint who is           duly elected by the shareholders of Widepoint at the
applicable Annual Meeting           to serve until his or her respective successor shall
have been duly elected or           appointed and shall have been qualified or until
their earlier death,           resignation or removal in accordance with the Certificate
of Incorporation and           bylaws of Widepoint; provided, however, that at any time
that the Shareholders           are no longer employed by Widepoint or any of its
Subsidiaries, including but           not limited to Chesapeake after the Effective Date,
then the persons who are           serving on the Widepoint Board of Directors as
designees of the Shareholders           shall resign from their positions as directors of
Widepoint as of the date that           the Shareholders are no longer employed by
Widepoint or one of its Subsidiaries,           including but not limited to Chesapeake
after the Effective Date.  





                    (d)              In
the event that Widepoint executes the Sale of a Chesapeake Sourced or
          Chesapeake Assisted Sourced acquisition during the term of the escrow period
          then the parties mutually agree to equitably adjust the vesting formula of the
          Escrow Release.  





        Section
6.16   Reverse Split.   The Board of Directors of WidePoint shall determine whether a
reverse stock split of the Widepoint Common Stock would materially improve the publicly
reported per share sale price of the Widepoint Common Stock. In the event that the Board
of Directors of WidePoint determines that such a reverse stock split of the Widepoint
Common Stock would materially improve the publicly reported per share sale price of the
Widepoint Common Stock, then WidePoint shall use its best efforts to take all actions
necessary to prepare a proxy statement for distribution to all Widepoint stockholders for
purposes of the stockholders of Widepoint voting upon a proposal to approve such a
reverse stock split. 








45 














ARTICLE VII 



CONDITIONS 



        Section
7.01   Conditions to Each Party’s Obligation to Effect the Merger.   The
respective obligation of each party to effect the Merger shall be subject to the
satisfaction at or prior to the Effective Date of the following conditions:  





                    (a)      This
Agreement shall have been approved and adopted by the affirmative vote of           the
Shareholders.  





                    (b)      Other
than the filing provided for by Section 2.01, all authorizations,           consents,
orders or approvals of, or declarations or filings with, any           Governmental
Authority, and all required third party consents, the failure to           obtain which
would result in a Chesapeake Material Adverse Effect, shall have           been filed,
occurred or been obtained.  





                    (c)      No
statute, rule, regulation, executive order, decree or injunction shall have
          been enacted, entered, promulgated or enforced by any Governmental Authority,
          which prohibits the consummation of the Merger and shall be in effect.  





                    (d)      The
Escrow Agreement and Pledge Agreement attached as an exhibit thereto shall           have
been duly executed by the Shareholders, Widepoint and the Escrow Agent,           which
agreement shall be effective as of the Effective Date.  





                    (e)      The
Employment/Non-Competition Agreements shall have been duly executed and
          delivered to Widepoint by Mark C. Fuller and John D. Crowley and the
          Consulting/Non-Competition Agreement shall have been duly executed and
delivered           to Widepoint by Jay O. Wright, and the Employment/Non-Competition
Agreements and           Consulting/Non-Competition Agreement shall be binding on such
parties and           effective as of the Effective Date. 





        Section
7.02   Conditions of Obligations of Widepoint and Acquisition to Effect the Merger.   
The obligations of Widepoint and Acquisition to effect the Merger are further subject to
the satisfaction at or prior to the Effective Date of the following conditions, unless
waived by Widepoint and Acquisition:  





                    (a)      The
representations and warranties of Chesapeake and the Shareholders set forth           in
this Agreement shall be true and correct as of the date of this Agreement,           and
shall also be true in all material respects on and as of the Effective Date
          with the same force and effect as though made on and as of the Effective Date,
          except if and to the extent any failures to be true and correct would not, in
          the aggregate, result in a Chesapeake Material Adverse Effect.  





                    (b)      From
the date of this Agreement through and including the Effective Date, except           as
set forth in Exhibit 4.06, Chesapeake shall not have suffered any
          Chesapeake Material Adverse Change.  



46 













                    (c)      Each
of Chesapeake and the Shareholders shall have performed all obligations
          required to be performed by it or him under this Agreement at or prior to the
          Effective Date, except where any failures to perform would not, in the
          aggregate, result in a Chesapeake Material Adverse Effect, and shall provide a
          certificate of the President of Chesapeake to that effect.  





                    (d)      Chesapeake
shall furnish Widepoint with copies of (i) resolutions duly adopted           by the
Board of Directors of Chesapeake approving the execution and delivery of           this
Agreement and all other necessary or proper corporate action to enable
          Chesapeake to comply with the terms of this Agreement, (ii) the resolution duly
          adopted by the Shareholders approving and adopting this Agreement and the
          Merger, such resolutions to be certified by the Secretary or Assistant
Secretary           of Chesapeake.  





                    (e)      Chesapeake
and the Shareholders shall furnish Widepoint with an opinion, dated           as of the
Effective Date, of the law firm of Kelley Drye & Warren LLP,           counsel to
Chesapeake and the Shareholders, in form and substance satisfactory           to
Widepoint and its counsel, in the form attached hereto as Exhibit           7.02(e),
to the effect that:  





                                (i)           Chesapeake
is a corporation duly incorporated, validly existing and in good                standing
under the laws of the State of Delaware;  





                                (ii)           Chesapeake
has the corporate power to carry on its business as it is being                conducted
on the Effective Date;  





                                (iii)           the
authorized capital stock of Chesapeake consists of ten thousand (10,000)
               shares of common stock, and the Chesapeake Shares issued and outstanding
on the                date hereof are validly issued and outstanding, fully paid and
non-assessable                and that between the date hereof and the Effective Date no
additional shares of                capital stock of Chesapeake have been issued and none
of such issued and                outstanding Chesapeake Shares were issued in violation
of any preemptive rights                of shareholders of Chesapeake;  





                                (iv)           Chesapeake
and the Shareholders have taken all required corporate and                shareholder
action to approve and adopt this Agreement and the related                agreements and
contracts contemplated hereby and this Agreement and all Exhibits                hereto
to which Chesapeake and/or the Shareholders are a party are valid and
               binding obligations of Chesapeake and/or the Shareholders enforceable
against                Chesapeake and/or the Shareholders, as the case may be, in
accordance with its                terms, subject as to enforcement to bankruptcy,
reorganization, moratorium,                insolvency and other laws of general
applicability relating to or affecting                creditors’ rights and to
general equity principles;  




47 












                                (v)           the
execution and delivery of this Agreement by Chesapeake and the Shareholders
               does not, and the consummation of the transactions contemplated by this
               Agreement by Chesapeake and the Shareholders will not, constitute (i) a
breach                or violation of, or a default under, the Certificate of
Incorporation or Bylaws                of Chesapeake, or (ii) a breach, violation or
impairment of, or a default under,                any judgment, decree, order, statute,
law, ordinance, rule or regulation now in                effect applicable to Chesapeake,
the Shareholders or the respective properties                of Chesapeake or the
Chesapeake Shares, as known to such counsel, or any                agreement, indenture,
mortgage, lease or other instrument of Chesapeake or to                which Chesapeake
is subject and in each case known to such counsel; and  





                                (vi)           all
filings required to be made by Chesapeake prior to the Effective Date with,
               and all consents, approvals, permits or authorizations required to be
obtained                by Chesapeake prior to the Effective Date from, Governmental
Authorities in                connection with the execution and delivery of this
Agreement by Chesapeake and                the consummation of the transactions
contemplated by this Agreement by                Chesapeake, have been so made or
obtained, as the case may be.  





        In
rendering the foregoing opinion, such counsel may rely on certificates of officers and
other agents of Chesapeake, the Shareholders and public officials as to matters of fact
and, as to matters relating to the law of jurisdictions other than Delaware, upon
opinions of counsel of such other jurisdictions reasonably satisfactory to Widepoint and
its counsel, provided such reliance is expressly noted in such counsel’s opinion and
the opinions of such other counsel and the certificates of such officers, agents and
public officials relied on are attached to such counsel’s opinion.  





                    (f)      As
of the Effective Date, the total liabilities of Chesapeake shall not exceed           the
aggregate amount of $10,000.00.  





                    (g)      All
actions, proceedings, instruments and documents required to carry out this
          Agreement, or incidental hereto, and all other legal matters shall have been
          approved by Foley and Lardner, LLP, counsel to Widepoint, and such counsel
shall           have received all documents, certificates and other papers reasonably
requested           by it in connection therewith.  





        Section
7.03   Conditions of Obligation of Chesapeake to Effect the Merger.   The obligation
of Chesapeake to effect the Merger is further subject to the satisfaction at or prior to
the Effective Date of the following conditions, unless waived by Chesapeake:  





                    (a)      The
representations and warranties of Widepoint set forth in this Agreement           shall
be true and correct as of the date of this Agreement, and shall also be           true in
all material respects on and as of the Effective Date with the same           force and
effect as though made on and as of the Effective Date, except if and           to the
extent any failures to be true and correct would not, in the aggregate,           result
in a Widepoint Material Adverse Effect.  




48 












                    (b)      From
the date of this Agreement through and including the Effective Date, except           as
set forth in Exhibit 5.06, Widepoint shall not have suffered any
          Widepoint Material Adverse Change (other than changes generally affecting the
          industries in which Widepoint operates, including changes due to actual or
          proposed changes in law or regulation).  





                    (c)      Widepoint
shall have performed all obligations required to be performed by it           under this
Agreement at or prior to the Effective Date, except where any           failures to
perform would not, in the aggregate, result in a Widepoint Material           Adverse
Effect, and shall provide a certificate of the President of Widepoint to           that
effect.  





                    (d)      Widepoint
and Acquisition shall furnish Chesapeake with copies of (i)           resolutions duly
adopted by their respective Boards of Directors approving the           execution and
delivery of this Agreement and all other necessary or proper           corporate action
to enable them to comply with the terms of this Agreement, (ii)           the resolutions
duly adopted by Widepoint as the sole shareholder of Acquisition           approving of
the Merger and the transactions contemplated in this Agreement,           such
resolutions to be certified by the President, Secretary or Assistant           Secretary
of Widepoint.  





                    (e)      Widepoint
shall furnish Chesapeake with an opinion, dated as of the Effective           Date, by
Foley & Lardner, LLP, counsel to Widepoint and Acquisition, in form           and
substance satisfactory to Chesapeake and its counsel, in the form attached
          hereto as Exhibit 7.03(e), to the effect that:  





                                (i)           each
of Widepoint and Acquisition is a corporation duly incorporated, validly existing and in
good standing under the laws of the state in which such corporations were incorporated;  





                                (ii)           each
has the corporate power to carry on its businesses as they are being
               conducted on the Effective Date;  





                                (iii)           the
authorized capital stock of Widepoint consists of 50,000,000 shares of
               Widepoint Common Stock, 10,000,000 shares of preferred stock of which
15,579,913                shares of Widepoint Common Stock are issued and outstanding on
the date hereof,                with all such issued and outstanding shares having been
validly issued, fully                paid and non-assessable;  





                                (iv)           Widepoint
and Acquisition has each taken all required corporate action to                approve
and adopt this Agreement and the related agreements and contracts
               contemplated hereby and this Agreement and all Exhibits hereto to which
               Widepoint and/or Acquisition are a party are valid and binding obligation
of                each, enforceable in accordance with its terms, subject as to
enforcement to                bankruptcy, reorganization, moratorium, insolvency and
other laws of general                applicability relating to or affecting creditors’ rights
and to general                equity principles;  




49 












                                (v)      the
execution and delivery of this Agreement by each of Widepoint and Acquisition do not, and
the consummation of the transactions contemplated by this Agreement by each will not,
constitute (i) a breach or violation of, or a default under, the Certificate of
Incorporation or bylaws of either, or (ii) a breach, violation or impairment of, or a
default under, any judgment, decree, order, statute, law, ordinance, rule or regulation
now in effect applicable to either or their respective properties known to such counsel,
or any agreement, indenture, mortgage, lease or other instrument of either or to which
either is subject and in each case known to such counsel and  





                                (vi)           all
filings required to be made by each prior to the Effective Date with, and
               all consents, approvals, permits or authorizations required to be obtained
by                each prior to the Effective Date from, Governmental Authorities in
connection                with the execution and delivery of this Agreement by Widepoint
and Acquisition,                and the consummation of the transactions contemplated by
this Agreement by each,                have been so made or obtained, as the case may be.  





        In
rendering the foregoing opinion, such counsel may rely on certificates of officers and
other agents of Widepoint or Acquisition and public officials as to matters of fact and,
as to matters relating to the law of jurisdictions other than Delaware, upon opinions of
counsel of such other jurisdictions reasonably satisfactory to Chesapeake and its
counsel, provided such reliance is expressly noted in the opinion of such counsel and the
opinions of such other counsel and the certificates of such officers, agents and public
officials relied on are attached to the opinion of such counsel to Widepoint and
Acquisition.  





















50 













ARTICLE VIII 



TERMINATION AND
AMENDMENT 



        Section
8.01   Termination.   This Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval of the matters presented in connection
with the Merger by the stockholders of Chesapeake or Acquisition, by the delivery of
written notice by the terminating party to the other party in the event of any of the
following:  





                    (a)      by
mutual consent of Widepoint and Chesapeake;  





                    (b)      by
either Widepoint or Chesapeake if the Merger shall not have been consummated           on
or before May 3, 2004 (unless the failure to consummate the Merger by such           date
shall be due to the action or failure to act of the party seeking to           terminate
this Agreement); or  





                    (c)      by
either Widepoint or Chesapeake if (i) the conditions to such party’s
          obligations shall have become impossible to satisfy or (ii) any permanent
          injunction or other order of a court or other competent authority preventing
the           consummation of the Merger shall have become final and non-appealable
(unless           either (i) or (ii) above shall be the result of any improper action or
inaction           on the part of either Widepoint or Chesapeake, as the case may be) or
(iii) any           breach of this Agreement has occurred and the 10-day cure period for
such breach           as provided in Section 6.9(g) of this Agreement has expired.  





        Section
8.02   Effect of Termination.   (a)      In the event of the termination of this Agreement
pursuant to Section 8.01 hereof, this Agreement shall forthwith become void and have no
effect, without any liability on the part of any party hereto or its Affiliates,
directors, officers or stockholders, except as provided below in Section 8.02(b). Nothing
contained in this Section 8.02 shall relieve any party from liability for any breach of
this Agreement.  





                    (b)      In
the event of the termination of this Agreement pursuant to Section 8.01           hereof,
Widepoint and Chesapeake each agree on behalf of themselves and their
          respective agents and representatives, to promptly return to Widepoint all
          Widepoint Confidential Information and return to Chesapeake all Chesapeake
          Confidential Information and to refrain from keeping any copies thereof, or to
          destroy any such Confidential Information if so requested by the originating
          party.  



        Section
8.03   Amendment.   This Agreement may be amended by the parties hereto, by action
taken or authorized by their respective Boards of Directors, at any time before or after
approval of the matters presented in connection with the Merger by the Shareholders, but,
after any such approval, no amendment shall be made which by law requires further
approval by the Shareholders without such further approval. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the parties
hereto.  



51 













        Section
8.04   Extension; Waiver.   At any time prior to the Effective Date, the parties
hereto may by mutual written agreement, to the extent legally allowed, (i) extend the
time for the performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto and (iii) waive compliance with any
of the agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party.  





























52 













ARTICLE IX 



POST-EFFECTIVE DATE
COVENANTS 



        Section
9.01   Further Instruments and Actions.   From time to time after the Effective Date,
each of the parties shall execute and deliver to the other party(ies) such further
instruments of sale and assignment as may be reasonably requested, in order to fully vest
and confirm in Widepoint all right, title and interest of the Chesapeake Shares and
otherwise to carry out the purposes of this Agreement.  





ARTICLE X 



MISCELLANEOUS 



        Section
10.01   Survival of Representations, Warranties and Covenants; Escrow.  





                    (a)      
Survival. All of the representations, warranties and covenants made
                    herein shall continue to survive the Effective Date until December
31, 2007.  






                    (b)      Escrow.
At the Closing, Widepoint shall deposit 2,087,510 shares of                     Widepoint
Common Stock (the “Escrow Shares”) with the law firm of
                    Foley & Lardner LLP (the “Escrow Agent”), which Escrow
Shares                     shall be governed by the terms of the Escrow Agreement dated
as of the Effective                     Date and attached hereto as Exhibit 10.01(b). All
costs and expenses of                     the Escrow Agent shall be paid solely by
Widepoint. The Escrow Shares shall be                     released proportionately as
provided in Section 6.15 above.  






                    (c)      The
Delivered Shares and the Escrowed Shares shall be subject to a stop
                    transfer order and the certificate or certificates evidencing such
Delivered                     Shares and the Escrowed Shares shall bear the following
legend:  





“THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES 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 ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO
THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO
THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED
IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
ALSO SUBJECT TO CERTAIN RESTRICTIONS AS CONTAINED IN A MERGER AGREEMENT, ESCROW
AGREEMENT, STOCK PLEDGE AGREEMENT AND OTHER AGREEMENTS EXECUTED BETWEEN THE HOLDER HEREOF
AND WIDEPOINT CORPORATION, COPIES OF WHICH AGREEMENTS ARE AVAILABLE FROM WIDEPOINT
CORPORATION.” 




53 












        Section
10.02   Notices.   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):  






	 	                  (a) 	if
to Widepoint or Acquisition, to 


Widepoint Corporation

One Lincoln Centre

18W140 Butterfield Road, Suite 1100

Oakbrook Terrace, IL 60181

Attn: Steve Komar


with a copy, which shall not constitute notice, to


Foley & Lardner, LLP

3000 K Street, N.W., Suite 500

Washington, D.C.   20007

Attention:  Thomas L. James, Esq.


and









	 	                  (b) 	if
to Chesapeake or the Shareholders, to


Chesapeake Government Technologies, Inc.           

9722 Meyer Point Drive                             

Potomac, MD 20854                                  

Attn: Mark C. Fuller                               

Facsimile No.: (301) 469-7934                      


with a copy, which shall not constitute notice, to:


Joseph B. Hoffman, Esq.                            

Kelley Drye & Warren LLP                           

8000 Towers Crescent Drive                         

Suite 1200                                         

Vienna, VA  22182                                  

Facsimile No.: (703) 918-2450
 







54 













        Section
10.03   Descriptive Headings.   The descriptive headings herein are inserted for
convenience only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.  





        Section
10.04   Counterparts.   This Agreement may be executed in two or more counterparts,
all of which shall be considered one and the same agreement and shall become effective
when two or more counterparts have been signed by each of the parties and delivered to
the other parties, it being understood that all parties need not sign the same
counterpart.  





        Section
10.05   Entire Agreement; Assignment.   This Agreement (a) constitutes the entire
agreement and supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof (other than any
confidentiality agreement between the parties; any provisions of such agreements which
are inconsistent with the transactions contemplated by this Agreement being waived
hereby) and (b) shall not be assigned by operation of law or otherwise, provided that
Widepoint may cause Acquisition to assign its rights and obligations to Widepoint or any
other wholly owned subsidiary of Widepoint, but no such assignment shall relieve
Acquisition of its obligations hereunder if such assignee does not perform such
obligations.  





        Section
10.06   Governing Law; Jurisdiction and Service of Process.  





                    (a)       Governing
Law. 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)       Jurisdiction
and Service of Process. 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. THE PREVAILING PARTY IN ANY SUCH ACTION OR
          PROCEEDING SHALL BE ENTITLED TO THE PROMPT REIMBURSEMENT OF ALL OF ITS LEGAL
          FEES, EXPENSES AND COURT COSTS BY THE NON-PREVAILING PARTY.  



55 













        Section
10.07   Publicity.    Except as otherwise required by law or the rules or regulations
of the SEC or any national securities exchange or quotation service to which a disclosing
party shall be subject, for so long as this Agreement is in effect, neither Chesapeake
nor Widepoint or any of its Subsidiaries disclose this Agreement or the
transactions contemplated by this Agreement and/or issue or cause the publication of any
press release or other public announcement with respect to the transactions contemplated
by this Agreement without prior consultation with the other party.  





        Section
10.08   Parties in Interest.   This Agreement shall be binding upon and inure solely
to the benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person or persons any rights, benefits or
remedies of any nature whatsoever under or by reason of this Agreement  







[signatures appear on
the following page]  

























56 












        IN
WITNESS WHEREOF, Widepoint, Acquisition, Chesapeake and the Shareholders have each caused
this Agreement to be signed and sealed personally or by their respective officers
thereunto duly authorized as of the date first written above.  



				
	ATTEST



		WIDEPOINT CORPORATION



	 		 
	 
		By:	[SEAL]

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


 		


 
	ATTEST



		CHESAPEAKE ACQUISITION CORPORATION



	 		 
	 
		By:	[SEAL]

				
	James T. McCubbin, Secretary			Steve L. Komar, President
	


 		


 
	ATTEST


		CHESAPEAKE GOVERNMENT TECHNOLOGIES, INC.


	
 		
 
	 
		By:	[SEAL]

				
	          , Secretary			Mark C. Fuller, CEO
	



ATTEST/WITNESS:

	
	

 
		


 

	Name:  
Witness


		Mark C. Fuller, Individually



	 
		 

	Name:  
Witness


		John D. Crowley, Individually



	 
		 

	Name:  
Witness		Jay O. Wright, Individually






57