WARRANT AGREEMENT 



THE WARRANT REPRESENTED BY THIS
CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS
IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER SAID 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 TRANSFER OF THIS
WARRANT IS RESTRICTED AS DESCRIBED HEREIN. 



WIDEPOINT CORPORATION 



Warrant for the
Purchase of up to 1,814,658 Shares ofCommon 
Stock, par value $0.001 per share 



		
	No. W-_1___ 	1,814,658 Shares  






        THIS
CERTIFIES that, for value received, Mark C. Fuller with an address at 9722 Meyer Point
Drive, Potomac, Maryland 20854 (including any transferee, the “Holder”), is
entitled to subscribe for and purchase from Widepoint Corporation, a Delaware corporation
(the “Company”), upon the terms and conditions set forth herein, at any time or
from time to time before 5:00 P.M., New York time, December 31, 2009 (the “Exercise
Period”), up to 1,814,658shares of the Common Stock at an initial exercise
price per share equal to $0.235, subject to adjustment pursuant to the terms hereof (the
“Exercise Price”). As used herein, the term “this Warrant” shall mean
and include this Warrant and any Warrant or Warrants hereafter issued as a consequence of
the exercise or transfer of this Warrant in whole or in part.  









        The
number of shares of Common Stock issuable upon exercise of this Warrant (the “Warrant
Shares”) and the Exercise Price may be adjusted from time to time as hereinafter set
forth.  















        1.      (a)
This Warrant may be exercised during the Exercise Period as to all or a           lesser
number of whole Warrant Shares by the surrender of this Warrant (with the
          Exercise Form attached hereto duly executed) to the Company at One Lincoln
          Centre, 18W140 Butterfield Road, Suite 1100, Oakbrook Terrace, IL 60181,
          Attention: Secretary, or at such other place as is designated in writing by the
          Company, together with a certified or bank cashier’s check payable to the
          order of the Company in an amount equal to the Exercise Price multiplied by the
          number of Warrant Shares for which this Warrant is being exercised; provided,
          however, that the Holder may pay the Exercise Price by authorizing the Company
          to withhold and subtract from the number of Warrant Shares being then purchased
          by the Holder a portion of such Warrant Shares in a amount which the Company
and           the Holder mutually agree will satisfy the total amount of the Exercise
Price           then due from the Holder to the Company; provided, however, that the
Holder may           not pay the Exercise Price in this manner unless and until the
Holder has first           provided to the Company evidence which is satisfactory to the
Company which           proves that the Holder has paid all tax liabilities, including
withholding           obligations of the Company, of the Holder as a result of each such
exercise of           this Warrant.  





                  (b)      This
Warrant shall vest and become exercisable in accordance with the following
          schedule:  





	 	        (i)           this
Warrant shall not vest nor become exercisable whatsoever unless and until
               the Company actually receives, as determined by the completed audits of
               Widepoint for the years ended December 31, 2004, 2005 and 2006, a
sufficient                combined amount of Chesapeake Sourced Revenues and Chesapeake
Assisted Revenues                to cause the full and complete release of Escrowed
Shares as defined under the                Escrow Release Formula of the Merger
Agreement, dated March 24, 2004, by and                between the Company; Chesapeake
Acquisition Corporation, a Delaware corporation                and a wholly-owned
subsidiary of Widepoint Corporation; Chesapeake Government                Technologies,
Inc., a Delaware corporation; and Mark C. Fuller, John D. Crowley                and Jay
O. Wright (the “Merger Agreement”).  









	 	        (ii)           upon
the satisfaction of the condition precedent as contained above in Section
               1.(b)(i) of this Agreement, then the Escrow Agent shall release (A)
               one-twentieth (1/20) of the Warrant Shares to the Shareholders for each
One                Million Dollars ($1,000,000.00) of Chesapeake Sourced Revenues
actually received                by Widepoint during the Exercise Period in an amount
greater than such Revenues                utilized in the Escrow Release Formula
calculation to release the Escrowed                Shares, and (B) one-fortieth (1/40) of
the Warrant Shares to the Shareholders                for each One Million Dollars
($1,000,000.00) of Chesapeake Assisted Revenues                actually received by
Widepoint during the Exercise Period in an amount greater                than such
Revenues utilized in the Escrow Release Formula calculation to release                the
Escrowed Shares; and  









	 	        (iii)           notwithstanding
anything contained in this Agreement to the contrary, in the                event any
portion of this Warrant has not been exercised by the Holder prior to                the
expiration of the Exercise Period, then such portion of the Warrant shall
               expire and no longer be exercisable in any manner whatsoever (the “Expired
               Portion”).  









2 












	 	        (iv)           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. To the extent that the Escrow Release
Formula does not account                for declines in Widepoint Illinois revenues, the
Parties mutually agree to                equitably adjust the vesting formula of the
escrow release.  









        2.      Upon
each exercise of the Holder’s rights to purchase Warrant Shares, the
          Holder shall be deemed to be the holder of record of the Warrant Shares issued
          to the Holder upon such exercise. As soon as practicable after each such
          exercise of this Warrant (but in no event more than 20 days thereafter), the
          Company shall issue and deliver to the Holder a certificate or certificates for
          the Warrant Shares issuable upon such exercise, registered in the name of the
          Holder. If this Warrant should be exercised in part only, the Company shall,
          upon surrender of this Warrant for cancellation, execute and deliver a new
          Warrant evidencing the right of the Holder to purchase the balance of the
          Warrant Shares (or portions thereof) subject to purchase hereunder.  





        3.      (a)      
Any new Warrants issued to the Holder upon the exercise in part of this           Warrant
shall be numbered and shall be registered in a Warrant Register as they           are
issued. The Company shall be entitled to treat the registered holder of any
          Warrant on the Warrant Register as the owner in fact thereof for all purposes
          and shall not be bound to recognize any equitable or other claim to or interest
          in such Warrant on the part of any other person. This Warrant is not
          transferable in any manner whatsoever.  









                  (b)      The
Holder acknowledges that he has been advised by the Company that neither           this
Warrant nor the Warrant Shares have been registered under the Securities           Act of
1933, as amended (the “Act”), and the rules and regulations
          thereunder, that this Warrant is being or has been issued and the Warrant
Shares           may be issued on the basis of the statutory exemption provided by
Section 4(2)           of the Act or Rule 506 of Regulation D promulgated thereunder, or
both, relating           to transactions by an issuer not involving any public offering,
and that the           Company’s reliance thereon is based in part upon certain
representations to           be made by the Holder to the Company prior to the issuance
of any Warrant Shares           to the Holder. The Holder acknowledges that he has been
informed by the Company           of, or is otherwise familiar with, the nature of the
limitations imposed by the           Act and the rules and regulations thereunder on the
transfer of securities. In           particular, the Holder agrees that no sale,
assignment, pledge, hypothecation or           transfer of this Warrant shall be valid or
effective in any manner whatsoever.           The Holder further agrees that no sale,
assignment, pledge, hypothecation or           transfer of the Warrant Shares issuable
upon exercise of this Warrant shall be           valid or effective, and the Company
shall not be required to give any effect to           any such sale, assignment, pledge,
hypothecation or transfer of the Warrant           Shares, unless (i) the sale,
assignment or transfer of such Warrant Shares is           registered under the Act, it
being understood that neither this Warrant nor such           Warrant Shares are
currently registered for sale and that the Company has no           obligation or
intention to so register this Warrant or such Warrant Shares, or           (ii) the
Warrant Shares are sold, assigned or transferred in accordance with all           the
requirements and limitations of Rule 144 under the Act, it being understood
          that Rule 144 is not available at the time of the original issuance of this
          Warrant for the sale of the Warrant Shares and that there can be no assurance
          that Rule 144 sales will be available at any subsequent time, or (iii) such
          sale, assignment, or transfer is otherwise exempt from registration under the
          Act in the opinion of counsel reasonably acceptable to the Company.  





3 











        4.      The
Company shall at all times reserve and keep available out its authorized and
          unissued Common Stock, solely for the purpose of providing for the exercise of
          the rights to purchase all Warrant Shares granted pursuant to the Warrants,
such           number of shares of Common Stock as shall, from time to time, be
sufficient           therefor. The Company covenants that all shares of Common Stock
issued upon           exercise of this Warrant, upon receipt by the Company of the full
Exercise Price           therefor, shall be validly issued, fully paid, non-assessable,
and free of           preemptive rights.  





        5.      (a)      
In case the Company shall at any time after the date this Warrant was first
          issued (i) declare a dividend on the outstanding Common Stock payable in
          shares of its capital stock, (ii) subdivide the outstanding Common Stock,
          (iii) combine the outstanding Common Stock into a smaller number of
shares,           or (iv) issue any shares of its capital stock by reclassification
of the           Common Stock (including any such reclassification in connection with a
          consolidation or merger in which the Company is the continuing corporation),
          then, in each case, the Exercise Price, and the number of Warrant Shares
          issuable upon exercise of this Warrant , in effect at the time of the record
          date for such dividend or of the effective date of such subdivision,
          combination, or reclassification, shall be proportionately adjusted so that the
          Holder after such time shall be entitled to receive the aggregate number and
          kind of shares which, if such Warrant had been exercised immediately prior to
          such time, he would have owned upon such exercise and been entitled to receive
          by virtue of such dividend, subdivision, combination, or reclassification. Such
          adjustment shall be made successively whenever any event listed above shall
          occur.  





                  (b)      In
case the Company shall issue (or fix a record date for the issuance to all
          holders of Common Stock of rights, options, or warrants to subscribe for or
          purchase) Common Stock (or securities convertible into or exchangeable for
          Common Stock) at a price per share (or having a conversion or exchange price
per           share, if a security convertible into or exchangeable for Common Stock)
less           than the then applicable Exercise Price per share on such record date,
then, in           each case, the Exercise Price shall be adjusted by multiplying the
Exercise           Price in effect immediately prior to such record date by a fraction,
the           numerator of which shall be the number of shares of Common Stock
outstanding on           such record date plus the number of shares of Common Stock which
the aggregate           offering price of the total number of shares of Common Stock so
to be offered           (or the aggregate initial conversion or exchange price of the
convertible or           exchangeable securities so to be offered) would purchase at such
Exercise Price           and the denominator of which shall be the number of shares of
Common Stock           outstanding on such record date plus the number of additional
shares of Common           Stock to be offered for subscription or purchase (or into
which the convertible           or exchangeable securities so to be offered are initially
convertible or           exchangeable). Such adjustment shall become effective at the
close of business           on such record date; provided, however, that, to the extent
the shares of Common           Stock (or securities convertible into or exchangeable for
shares of Common           Stock) are not delivered, the Exercise Price shall be
readjusted after the           expiration of such rights, options, or warrants (but only
with respect to           warrants exercised after such expiration), to the Exercise
Price which would           then be in effect had the adjustments made upon the issuance
of such rights,           options, or warrants been made upon the basis of delivery of
only the number of           shares of Common Stock (or securities convertible into or
exchangeable for           shares of Common Stock) actually issued. In case any
subscription price may be           paid in a consideration part or all of which shall be
in a form other than cash,           the value of such consideration shall be as
determined in good faith by the           board of directors of the Company, whose
determination shall be conclusive.  




4 












                  (c)      In
case the Company shall distribute to all holders of Common Stock (including           any
such distribution made to the stockholders of the Company in connection with           a
consolidation or merger in which the Company is the continuing corporation)
          evidences of its indebtedness, cash (other than any cash dividend which,
          together with any cash dividends paid within the 12 months prior to the record
          date for such distribution, does not exceed 5% of the then applicable Exercise
          Price at the record date for such distribution) or assets (other than
          distributions and dividends payable in shares of Common Stock), or rights,
          options, or warrants to subscribe for or purchase Common Stock, or securities
          convertible into or exchangeable for shares of Common Stock (excluding those
          with respect to the issuance of which an adjustment of the Exercise Price is
          provided pursuant to Section 5(b) hereof), then, in each case, the Exercise
          Price shall be adjusted by multiplying the Exercise Price in effect immediately
          prior to the record date for the determination of stockholders entitled to
          receive such distribution by a fraction, the numerator of which shall be the
          then applicable Exercise Price per share of Common Stock on such record date,
          less the fair market value (as determined in good faith by the board of
          directors of the Company, whose determination shall be conclusive absent
          manifest error) of the portion of the evidences of indebtedness or assets so to
          be distributed, or of such rights, options, or warrants or convertible or
          exchangeable securities, or the amount of such cash, applicable to one share,
          and the denominator of which shall be such Exercise Price per share of Common
          Stock. Such adjustment shall become effective at the close of business on such
          record date.  










                  (d)      No
adjustment in the Exercise Price shall be required if such adjustment is less
          than One half of One Cent ($.005); provided, however, that any adjustments
which           by reason of this Section 5 are not required to be made shall be
carried           forward and taken into account in any subsequent adjustment. All
calculations           under this Section 5 shall be made to the nearest half cent or to
the nearest           one-thousandth of a share, as the case may be.  





                  (e)      In
any case in which this Section 5 shall require that an adjustment in the
          Exercise Price be made effective as of a record date for a specified event, the
          Company may elect to defer, until the occurrence of such event, issuing to the
          Holder, if the Holder exercised this Warrant after such record date, the shares
          of Common Stock, if any, issuable upon such exercise over and above the shares
          of Common Stock, if any, issuable upon such exercise on the basis of the
          Exercise Price in effect prior to such adjustment; provided, however, that the
          Company shall deliver to the Holder a due bill or other appropriate instrument
          evidencing the Holder’s right to receive such additional shares upon the
          occurrence of the event requiring such adjustment.  








5 












                  (f)      Upon
each adjustment of the Exercise Price as a result of the calculations made           in
Sections 5(b) or 5(c) hereof, this Warrant shall thereafter evidence the
          right to purchase, at the adjusted Exercise Price, that number of shares
          (calculated to the nearest thousandth) obtained by dividing (A) the
product           obtained by multiplying the number of shares purchasable upon exercise
of this           Warrant prior to adjustment of the number of shares by the Exercise
Price in           effect prior to adjustment of the Exercise Price by (B) the
Exercise Price           in effect after such adjustment of the Exercise Price.  





                  (g)      Whenever
there shall be an adjustment as provided in this Section 5, the Company           shall
promptly cause written notice thereof to be sent by registered mail,           postage
prepaid, to the Holder, at his address as it shall appear in the Warrant
          Register, which notice shall be accompanied by an officer’s certificate
          setting forth the number of Warrant Shares purchasable upon the exercise of
this           Warrant and the Exercise Price after such adjustment and setting forth a
brief           statement of the facts requiring such adjustment and the computation
thereof,           which officer’s certificate shall be conclusive evidence of the
correctness           of any such adjustment absent manifest error.  





                  (h)      The
Company shall not be required to issue fractions of shares of Common Stock           or
other capital stock of the Company upon the exercise of this Warrant. If any
          fraction of a share would be issuable on the exercise of this Warrant (or
          specified portions thereof), the Company shall purchase such fraction for an
          amount in cash equal to the same fraction of the Exercise Price of such share
of           Common Stock on the date of exercise of this Warrant.  









        6.      (a)      
In case of any consolidation with or merger of the Company with or into           another
corporation (other than a merger or consolidation in which the Company           is the
surviving or continuing corporation), or in case of any sale, lease, or
          conveyance to another corporation of the property and assets of any nature of
          the Company as an entirety or substantially as an entirety (collectively an
          “Extraordinary Event”), such successor, leasing, or purchasing
          corporation, as the case may be, shall (i) execute with the Holder an agreement
          providing that the Holder shall have the right thereafter to receive upon
          exercise of this Warrant solely the kind and amount of shares of stock and
other           securities, property, cash, or any combination thereof (collectively
          “Extraordinary Event Consideration”) receivable upon such
          consolidation, merger, sale, lease, or conveyance by a holder of the number of
          shares of Common Stock for which this Warrant was exercisable immediately prior
          to such consolidation, merger, sale, lease, or conveyance, and (ii) make
          effective provision in its certificate of incorporation or otherwise, if
          necessary, to effect such agreement. Such agreement shall provide for
          adjustments, which shall be as nearly equivalent as practicable to the
          adjustments in Section 5.  








6 











                  (b)      In
case of any reclassification or change of the shares of Common Stock issuable
          upon exercise of this Warrant (other than a change in par value or from no par
          value to a specified par value, or as a result of a subdivision or combination,
          but including any change in the shares into two or more classes or series of
          shares), or in case of any consolidation or merger of another corporation into
          the Company in which the Company is the continuing corporation and in which
          there is a reclassification or change (including a change to the right to
          receive cash or other property) of the shares of Common Stock (other than a
          change in par value, or from no par value to a specified par value, or as a
          result of a subdivision or combination, but including any change in the shares
          into two or more classes or series of shares), the Holder shall have the right
          thereafter to receive upon exercise of this Warrant solely the kind and amount
          of shares of stock and other securities, property, cash, or any combination
          thereof receivable upon such reclassification, change, consolidation, or merger
          by a holder of the number of shares of Common Stock for which this Warrant was
          exercisable immediately prior to such reclassification, change, consolidation,
          or merger. Thereafter, appropriate provision shall be made for adjustments,
          which shall be as nearly equivalent as practicable to the adjustments in
          Section 5.  





                  (c)      The
above provisions of this Section 6 shall similarly apply to successive
          reclassifications and changes of shares of Common Stock and to successive
          consolidations, mergers, sales, leases, or conveyances.  





        7.      In
case at any time the Company shall propose to:  





                  (a)      pay
any dividend or make any distribution on shares of Common Stock in shares of
          Common Stock or make any other distribution (other than regularly scheduled
cash           dividends which are not in a greater amount per share than the most recent
such           cash dividend) to all holders of Common Stock; or  










                  (b)      issue
any rights, warrants, or other securities to all holders of Common Stock
          entitling them to purchase any additional shares of Common Stock or any other
          rights, warrants, or other securities; or  





                  (c)      effect
any reclassification or change of outstanding shares of Common Stock, or           any
consolidation, merger, sale, lease, or conveyance of property; or  





                  (d)      effect
any liquidation, dissolution, or winding-up of the Company; or  





                  (e)      take
any other action which would cause an adjustment to the Exercise Price;  





then, and in any one or more of such
cases, the Company shall give written notice thereof, by registered mail, postage
prepaid, to the Holder at the Holder’s address as it shall appear in the Warrant
Register, mailed at least fifteen (15) days prior to (i) the date as of which the holders
of record of shares of Common Stock to be entitled to receive any such dividend,
distribution, rights, warrants, or other securities are to be determined, (ii) the date
on which any such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation, dissolution, or
winding-up is expected to become effective, and the date as of which it is expected that
holders of record of shares of Common Stock shall be entitled to exchange their shares
for securities or other property, if any, deliverable upon such reclassification, change
of outstanding shares, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution, or winding-up, or (iii) the date of such action which would
require an adjustment to the Exercise Price.  





        8.      The
issuance of any shares or other securities to the Holder upon the exercise           of
this Warrant, and the delivery of certificates or other instruments
          representing such shares or other securities, shall be made without charge to
          the Holder for any tax or other charge in respect of such issuance by the
          Company to the Holder.  





7 















        9.      (a)      
Subject to the provisions of this Section 9, if at any time prior to           the
expiration of the Exercise Period, the Company proposes to file a           registration
statement under the Act covering a proposed sale of shares of           Common Stock
(other than a registration statement filed under Form S-4 or Form           S-8 or any
successor forms of the Securities and Exchange Commission (the           “Commission”)),
it shall give to each holder of Warrants and/or           Warrant Shares, notice of such
proposed registration (and a description of the           form and manner and other
relevant facts involved in such proposed registration)           at least thirty (30)
days prior to the filing of the registration statement and           shall afford each
such holder who gives the Company written notice not less than           fifteen (15)
days prior to such filing that such holder then proposes to sell or           distribute
publicly all or any portion of the Warrant Shares then held, or to be           held upon
the immediate exercise of such Warrants, the opportunity to have such           shares
included in the securities registered under the registration statement;
          provided, however, that following the giving of notice of its intention to
          register its securities and prior to the effective date of the registration
          statement filed in connection with such registration, the Company may
determine,           at its election, not to register any securities pursuant to such
registration,           and immediately thereon give written notice of such determination
to each such           holder who requested the registration of its securities and,
thereupon, shall be           relieved of its obligations to register any securities in
connection with such           registration; and, provided further, that prior to the
effective date of the           registration statement, any holder who has given the
Company written notice of           its desire to have its shares included in the
securities to be registered under           the registration statement (an “Electing
Holder”) may determine not to           include all or some of such shares in such
registration by providing written           notice of such determination to the Company.  





                  (b)      If
a registration pursuant to Section 9(a) involves an underwritten offering and
          the managing or lead underwriter advises the Company in writing (with a copy to
          each holder of Warrant Shares that has requested registration) that, in its
good           faith opinion, the number of shares proposed to be included in such
offering           exceeds the number of shares that can reasonably be sold in (or during
the time           of) such offering or otherwise would materially and adversely affect
its ability           to effect such offering upon the terms proposed, then the Company
will include           in such registration the maximum number of securities that the
Company is so           advised should be included in such offering, with the managing or
lead           underwriter being the sole determinant of inclusion or exclusion from such
          offering of any shares owned by the Electing Holders.  





                  (c)      In
connection with any registration under the Act and state securities laws
          pursuant to this Section 9, the Company shall furnish each holder whose
          shares are registered thereunder with copies of the registration statement and
          all amendments thereto and will supply each such holder with copies of any
          preliminary and final prospectus included therein in such quantities as may be
          necessary for the purposes of such proposed sale or distribution that the
holder           or holders may reasonably request.  






8 












                  (d)      In
connection with any registration of shares pursuant to this Section 9, the
          Electing Holders whose shares are being registered shall furnish the Company
          with such information concerning such Electing Holders and the proposed sale or
          distribution as shall be required for use in the preparation of such
          registration statement and applications.  





                  (e)      (i)
All expenses incurred by the Company in complying with this Section 9,
          including, without limitation, all registration and filing fees, printing
          expenses, fees and disbursements of counsel and independent public accountants
          for the Company, fees and expenses (including counsel fees) incurred in
          connection with complying with state securities or “blue sky” laws,
          fees of the National Association of Securities Dealers, Inc., fees of transfer
          agents and registrars but excluding any Selling Expenses or fees and
          disbursements of counsel for the sellers of shares of Common Stock, are called
          “Registration Expenses”. All underwriting discounts, selling
          commissions and any fees and disbursements of counsel for the sellers of shares
          of Common Stock applicable to the sale of Registrable Securities are called
          “Selling Expenses”.  





	 	        (ii)      The
Company will pay all Registration Expenses in connection with each           registration
statement under Section 9(a) and all Selling Expenses shall be           borne by the
participating holders.  














                  (f)      (i)      
 The Company shall indemnify and hold harmless each holder of Common           Stock
registered pursuant to this Agreement with the Commission, or under any           state
securities law or regulation, and each such holder’s officers,           directors,
employees and agents and each person, if any, who controls such           holder within
the meaning of either Section 15 of the Act or Section 20 of the           Securities
Exchange Act of 1934, as amended (the “Exchange Act”),           against any
losses, claims, damages or liabilities, joint or several to which           such holder
or such other person may become subject under the Act or otherwise,           but only to
the extent that such losses, claims, damages or liabilities (or           actions in
respect thereto) arise out of or are based upon an untrue statement           or alleged
untrue statement of a material fact contained in any preliminary           prospectus,
registration statement, prospectus or any amendment or supplement           thereto, or
arise out of or are based upon the omission or alleged omission to           state
therein a material fact required to be stated therein or necessary to make           the
statements therein not misleading, and will reimburse each such holder for           any
legal or other expenses reasonably incurred by such holder in connection           with
investigating or defending any such action or claim; provided, however, that the
Company shall not be liable in any such case to the extent that any           such loss,
claim, damage or liability arises out of or is based upon an untrue           statement
or alleged untrue statement or omission or alleged omission           (x) made in
any such document in reliance upon and in conformity with           information with
respect to such holder furnished to the Company by such holder           expressly for
use therein or (y) made in any preliminary prospectus if (A)           such holder
failed to send or deliver a current copy of the prospectus to the           person
asserting any such loss, claim, damage, or liability with or prior to the
          delivery of written confirmation of the sale of the securities concerned to
such           person, (B) it is determined that it was the responsibility of such holder
to           provide such person with a current copy of the prospectus, and (C) such
current           copy of the prospectus would have completely corrected such untrue
statement or           omission.  




9 












	 	        (ii)      Each
holder of Common Stock registered pursuant to this Agreement will indemnify           and
hold harmless the Company and the Company’s officers, directors,           employees
and agents and each person, if any, who controls the Company within           the meaning
of either Section 15 of the Act or Section 20 of the Exchange Act,           against any
and all losses, claims, damages or liabilities, joint or several, to           which the
Company or such other person may become subject under the Act or           otherwise,
insofar as such losses, claims, damages or liabilities (or actions in           respect
thereof) arise out of or are based upon an untrue statement or alleged           untrue
statement of a material fact contained in any preliminary prospectus,
          registration statement or prospectus, or any amendment or supplement thereto,
or           arise out of or are based upon the omission or alleged omission to state
therein           a material fact required to be stated therein or necessary to make the
          statements therein not misleading, and will reimburse the Company and such
other           persons for any legal or other expenses reasonably incurred by any of
them in           connection with investigating or defending any such action or claim, in
each           case to the extent, but only to the extent, that such untrue statement or
          alleged untrue statement or omission or alleged omission was made in any such
          document, in reliance upon and in conformity with information with respect to
          such holder furnished to the Company by such holder expressly for use therein.  














	 	        (iii)      Promptly
after receipt by an indemnified party under Sections 9(g)(i) or (ii) of           notice
of the commencement of any action, such indemnified party shall, if a           claim in
respect thereof is to be made against the indemnifying party under           either such
section, notify the indemnifying party in writing of the           commencement thereof;
provided, however, that the failure or delay of any           indemnified party to
give notice as provided herein shall not relieve the           indemnifying party of its
obligations under this Section 9(g), except to the           extent that the indemnifying
party is materially prejudiced by such failure or           delay to give notice. In case
any such action shall be brought against any           indemnified party and it shall
notify the indemnifying party of the commencement           thereof, the indemnifying
party shall be entitled to assume the defense thereof           with counsel reasonably
satisfactory to the indemnified party by notice in           writing to the indemnified
party. After receipt of written notice from the           indemnifying party to such
indemnified party of its election to assume the           defense thereof, the
indemnifying party shall not, except as set forth in the           following sentence, be
liable to such indemnified party under either of such           sections for any legal
expenses of other counsel or any other expenses, in each           case subsequently
incurred by such indemnified party, in connection with the           defense thereof
other than reasonable costs of investigation incurred prior to           the assumption
by the indemnifying party. The preceding sentence           notwithstanding, the
indemnified party shall have the right to employ its own           counsel and direct its
defense, with the fees and expenses of such counsel and           such other expenses
related thereto to be borne by the indemnifying party, if           the indemnified party
shall have reasonably concluded that there may be defenses           available to it
which are different from or additional to those available to the           indemnifying
party. The indemnifying party shall not be liable for any           settlement of any
claim or action effected without its written consent, which           consent shall not
be unreasonably withheld.  








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	 	        (iv)      If
the indemnification provided for in this Section 9(g) is unavailable or
          insufficient to hold harmless an indemnified party under Sections 9(g)(i) or
          (ii) above (other than by reason of exceptions provided in such sections) in
          respect of any losses, claims, damages or liabilities (or actions in respect
          thereof) referred to therein, then each indemnifying party shall contribute to
          the amount paid or payable by such indemnified party, as a result of such
          losses, claims, damages or liabilities (or actions in respect thereof) in such
          proportion as is appropriate to reflect the relative benefits received by the
          Company and the holder or holders from this Agreement and from the offering of
          the shares of Common Stock. If, however, the allocation provided by the
          immediately preceding sentence is not permitted by applicable law, then each
          indemnifying party shall contribute to such amount paid or payable by such
          indemnified party in such proportion as is appropriate to reflect not only such
          relative benefits but also the relative fault of the Company and the holders in
          connection with the statements or omissions which resulted in such losses,
          claims, damages or liabilities (or actions in respect thereof), as well as any
          other relevant equitable considerations. The relative fault shall be determined
          by reference to, among other things, whether the untrue or alleged untrue
          statement of a material fact or the omission or alleged omission to state a
          material fact relates to information supplied by the Company or the holder and
          the parties’ relative intent, knowledge, access to information and
          opportunity to correct or prevent such statement or omission. The Company and
          the holders agree that it would not be just and equitable if contribution
          pursuant to this Section 9(g)(iv) were determined by pro rata allocation (even
          if the holders were treated as one entity for such purpose) or by any other
          method of allocation which does not take into account the equitable
          considerations referred to above in this Section 9(g)(iv). Except as provided
in           Section 9(g)(iii), the amount paid or payable by an indemnified party as a
          result of the losses, claims, damages or liabilities (or actions in respect
          thereof) referred to above in this Section 9(g)(iv) shall be deemed to include
          any legal or other expenses reasonably incurred by such indemnified party in
          connection with investigating or defending any such action or claim. No person
          guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
          the Act) shall be entitled to contribution from any person who was not guilty
of           such fraudulent misrepresentation. Notwithstanding any provision in this
Section           9(g) to the contrary, no holder of Warrant Shares shall be liable for
any           amount, in the aggregate, in excess of the net proceeds to such holder from
the           sale of such holder’s Warrant Shares giving rise to such losses,
claims,           damages or liabilities.  









	 	        (v)      The
obligations of the Company under this Section 9(g) shall be in addition to           any
liability that the Company may otherwise have at law or in equity.  









        10.      Unless
registered pursuant to the provisions of Section 9 hereof, the Warrant           Shares
issued upon exercise of this Warrant shall be subject to a stop transfer           order
and the certificate or certificates evidencing such Warrant Shares shall           bear
the following legend:  






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        “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.” 





        11.      Upon
receipt of evidence satisfactory to the Company of the loss, theft,
          destruction, or mutilation of any Warrant (and upon surrender of any Warrant if
          mutilated), the Company shall execute and deliver to the Holder thereof a new
          Warrant of like date, tenor, and denomination.  





        12.      The
holder of this Warrant shall not have solely on account of such status, any
          rights of a stockholder of the Company, either at law or in equity, or to any
          notice of meetings of stockholders or of any other proceedings of the Company,
          except as provided in this Warrant.  





        13.      The
Company may by notice to the holders of all the Warrants make any changes or
          corrections in the Warrants (i) that it shall deem in good faith
          appropriate to cure any ambiguity or to correct any defective or inconsistent
          provision or manifest mistake or error contained in the Warrants; or
          (ii) that it may deem necessary or desirable and which shall not adversely
          affect the interests of the holders of Warrants; provided, however, that
          the Warrants shall not otherwise be modified, supplemented or altered in any
          respect except with the consent in writing of the holders of Warrants
          representing not less than 50% of the Warrants then outstanding; and provided,
further, that no change in the number or nature of the           securities
purchasable upon the exercise of this Warrant, or increasing the           Exercise Price
therefor, or the acceleration of the termination of the Exercise           Period, shall
be made without the consent in writing of the holders of Warrants           representing
not less than two-thirds of the Warrants then outstanding (other           than such
changes as are specifically prescribed by this Warrant as originally           executed
or are made in compliance with applicable law).  





        14.      This
Warrant has been negotiated and consummated in the State of Maryland and           shall
be construed in accordance with the laws of the State of Maryland           applicable to
contracts made and performed within such State, without regard to           principles
governing conflicts of law.  





Dated: March 24, 2004 






		WIDEPOINT CORPORATION



	Attest:	By:   	   

		Name:   	   

	Secretary	Title:   	   









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WIDEPOINT CORPORATION  



EXERCISE FORM  



(To be completed and
signed only upon exercise of the Warrants)  



To: 




                                            Widepoint Corporation

                                                 One Lincoln Centre 18W140 Butterfield

Road, Suite 1100Oakbrook Terrace, IL 60181  



Attention: Secretary  



The undersigned hereby exercises his
or its rights to purchase ___________ Warrant Shares covered by the within Warrant and
tenders payment herewith in the amount of $_________ in accordance with the terms
thereof, and requests that certificates for such securities be issued in the name of, and
delivered to the record owner of the Warrant, as follows:  




	
	 

	 

	 

	(Print Name, Address and Social
Security 
or Tax Identification Number)








and, if such number of Warrant
Shares shall not be all the Warrant Shares covered by the within Warrant, that a new
Warrant for the balance of the Warrant Shares covered by the within Warrant be registered
in the name of, and delivered to, the undersigned at the address stated below.  



Dated: ____________, ________  




		
	
Name:	
 

	
(Please Print)


	Address:	 

	 

	 

	

 

	(Signature)









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