Exhibit 10.6  





CONSULTING AND
NON-COMPETE AGREEMENT 




        This
Agreement is made as of March 24, 2004 between WIDEPOINT CORPORATION, a Delaware
corporation (the “Company); and Jay O. Wright (“Consultant”). The Company
and Consultant agree as follows:  





        1.      Consultancy.
The Company agrees to retain Consultant in the respective           position set forth
herein and Consultant accepts such engagement by the Company           upon the terms and
conditions set forth in this Agreement, for the period           beginning on the date of
this Agreement and ending upon termination pursuant to           paragraph 4 (the “Consulting
Period”) or upon replacement of this           Agreement with a new agreement..  





        2.      Compensation
and Benefits. In consideration for the valuable services to           be rendered by
Consultant and for Consultant’s agreement not to compete           against the
Company or its subsidiaries as described in paragraph 5, the Company           hereby
agrees for an initial period of ninety (90) days of the Consultant           Period, the
Company will pay Consultant a monthly gross fee of $5,000 per month           (the “Fee”).
This initial Consulting Period will be extended unless           otherwise terminated per
provisions of paragraph 4 or continued in accordance           with other provisions of
this agreement. Such Fee will increase to $10,000 per           month upon the Company
achieving consolidated annualized Revenues run-rate of           $15 Million; and further
increase to $12,500 per month upon the Company           achieving consolidated
annualized Revenues run-rate of $25 Million. Consultant           shall be entitled to
reimbursement for actual business expenses that occur as a           normal part of
business. These expenses include, but are not limited to,           mileage, business
meals, cell phone, long distance charges, and postage. Travel           outside of the
Greater Washington-Baltimore area, to include overnight lodging           and associated
expenses must be pre-approved by the Company.  





        3.      Services.
During the Consulting Period, Consultant agrees to devote           Consultant’s
best efforts of Consultant’s business time and attention           as is needed to
properly advise the company regarding the business affairs of           the Company in
the performance of duties as a Financial Consultant of Chesapeake           Government
Technologies, Inc. During the Consulting Period, Consultant agrees to           render
such services as the Company may from time to time direct. During the
          Consulting Period, Consultant agrees that Consultant will not, become engaged
in           or render services for any business that prevents or interferes with the
          Consultant advising the Company. The Company agrees that during the Consulting
          Period, Consultant shall not be required to relocate from his current
residence.  


















        4.      Termination.
The Consulting Period will continue for a period of ninety           (90) days from the
date of this Agreement and thereafter on a month to month           basis unless and
until terminated earlier by (a) Termination provisions of           Article VIII of the
Widepoint Corporation/Chesapeake Government Technologies,           Inc., merger
agreement, (b) Consultant’s death or permanent disability           which renders
the Consultant unable to perform Consultant’s duties           hereunder (as
determined by the Company in their good faith judgment), (c)           Consultant’s
resignation upon prior written notice to the Company of thirty           (30) days
[except as noted in section 4(d)], (d) Either the Company’s           election or
Consultant resignation, with a minimum of thirty (30) days written           notice, but
in no instance less than ninety (90) day subsequent to the           commencement of the
Consulting Period if no deal is closed or any definitive           agreement is under
negotiations or (e) by the Company for Cause. For purpose of           this paragraph 4,
“Cause” shall mean (i) the repeated failure or           refusal of Consultant
to follow the lawful directives of the Company or its           designee (except due to
sickness, injury or disabilities), (ii) gross           inattention to duty or any other
willful, reckless or grossly negligent act (or           omission to act) by Consultant,
which, in the good faith judgment of the           Company, materially injures the
Company, including the repeated failure to           follow the policies and procedures
of the Company, (iii) a material breach of           this Agreement by Consultant, (iv)
the commission by Consultant of a felony or           other crime involving moral
turpitude or the commission by Consultant of an act           of financial dishonesty
against the Company.  





        5.      
Non-Compete  





	 	        (a)       In
the event the Consulting Period is terminated under paragraph 4 (c) or (e)
          above, then the non-compete provisions of this paragraph 5 will apply to
          Consultant.  









	 	        (b)       In
consideration of this Consulting Agreement, Consultant agrees that during the
          Consulting Period and for 24 months thereafter (the “Non-Compete
          Period”), Consultant will not utilize information acquired as a result of
          this assignment to directly or indirectly compete, or on behalf of any company
          engaging in any competitive business, in the Greater Washington-Baltimore
          region, in order to solicit customers or employees of the Company. Nothing
          herein will prevent Consultant from being a passive shareholder of a
corporation           which is engaged in a competitive business of the Company and which
is publicly           traded, so long as Consultant does not violate the Non-Compete
provision           outlined above. Furthermore, during the Non-Compete Period,
Consultant shall           not, without the Company’s prior written consent,
directly or indirectly,           knowingly solicit or encourage or attempt to influence
any existing employee or           recruit to leave or discourage their employment with
the Company. For purposes           of this Agreement, the term “Company” shall
be deemed to include the           Company and all of its subsidiaries existing at any
time, including but not           limited to Chesapeake Government Technologies, Inc.
Consultant agrees that the           restraint imposed under this paragraph 5 is
reasonable and not unduly harsh or           oppressive.  









	 	        (c)       If,
at the time of enforcement of any provision of paragraph 5(b) above, a court           or
arbitrator holds that the restrictions stated therein are unreasonable or
          unenforceable under circumstances then existing, the Company and Consultant
          agree that the maximum period, scope, or geographical area reasonable or
          permissible under such circumstances will be substituted for the stated period,
          scope or area.  









	 	        (d)       Since
a material purpose of this Agreement is to protect the Company’s
          investment in the Consultant, to secure the benefits of Consultant’s
          background and general experience in the industry, and to serve as a material
          inducement for the Company to acquire Chesapeake Government Technologies, Inc.
          in an acquisition transaction of which this Agreement is a material and
          necessary condition precedent, the parties hereto agree and acknowledge that
          money damages may not be an adequate remedy for any breach of the provisions of
          this paragraph 5. Therefore, in the event of a breach by Consultant of any of
          the provisions of this paragraph 5, the Company or its successors or assigns
          may, in addition to other rights and remedies existing in its favor, apply to
          any court of law or equity of competent jurisdiction for specific performance
          and/or injunctive or other relief in order to enforce or prevent any violations
          of the provisions of this Agreement.  








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        6.      Confidential
Information. Consultant acknowledges that the information,           data and trade
secrets (collectively, “Confidential Information”)           obtained by
Consultant during the course of Consultant’s performance under           this
Agreement, and previously with respect to all services performed by           Consultant
for Chesapeake Government Technologies, Inc., concerning the business           or
affairs of the Company or Chesapeake Government Technologies, Inc., are the
          sole property of the Company. For purposes of this Agreement, “trade
          secret” means any method, program or compilation of information which is
          used in the Company’s business, including but not limited to: (a)
          techniques, plans and materials used by the Company, (b) marketing methods and
          strategies employed by the Company, and (c) all lists of past, present or
          targeted customers, clients or suppliers of the Company. Consultant agrees that
          Consultant will not disclose to any unauthorized Person or use for
          Consultant’s own account any of such Confidential Information without the
          written consent of the Company, unless and to the extent that the
aforementioned           matters become generally known to and available for use by the
public other than           as a result of Consultant’s acts or omissions to act or
become known to           Consultant lawfully outside the scope of Consultant’s
assignment under this           Agreement. Consultant agrees to deliver to the Company at
the termination of           Consultant’s assignment, or at any other time the
Company may request, all           memoranda, notes, plans, records, reports and other
documents (and copies           thereof) relating to the business of the Company which
Consultant may then           possess or have under Consultant’s control.  





        7.      Notices.
Any notice provided for in this Agreement shall be in writing           and shall be
either personally delivered, sent by overnight courier           (e.g., Federal
Express) or mailed by first class certified mail, return           receipt requested, to
the recipient at the address below indicated:  





	 	To the Company: 	 Mr. James T. McCubbin
WidePoint
Corporation
One Lincoln
Centre
Oakbrook Terrace,
IL 60181
(630) 629.0003  






	 	To Consultant:	Mr. Jay O. Wright

9621 Trailridge Terrace
Potomac, Maryland 20854 






or such other address or to the
attention of such other Person as the recipient party shall have specified by prior
written notice to the sending party. Any notice under this Agreement will be deemed to
have been given when so delivered, sent or mailed. 







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         8.      
          Miscellaneous. Whenever possible, each provision of this Agreement will
          be interpreted in such manner as to be effective and valid under applicable law.
          The parties agree that (i) the provisions of this Agreement shall be severable
          in the event that any of the provisions hereof are for any reason whatsoever
          invalid, void or otherwise unenforceable, (ii) such invalid, void or otherwise
          unenforceable provisions shall be automatically replaced by other provisions
          which are as similar as possible in terms to such invalid, void or otherwise
          unenforceable provisions but are valid and enforceable and (iii) the remaining
          provisions shall remain enforceable to the fullest extent permitted by law. This
          Agreement embodies the complete agreement and understanding among the parties
          and supersedes and preempts any prior understandings, agreements or
          representations by or among the parties, written or oral, which may have related
          to the subject matter hereof in any way. This Agreement may be executed on
          separate counterparts, each of which is deemed to be an original and all of
          which taken together constitute one and the same agreement. This Agreement is
          intended to bind and inure to the benefit of and be enforceable by Consultant
          and the Company, and their respective successors and assigns. Consultant may not
          assign Consultant’s rights or delegate Consultant’s obligations
          hereunder without the prior written consent of the Company. The Company may
          assign its respective rights and delegate its duties hereunder without the
          consent of Consultant. All questions concerning the construction, validity and
          interpretation of the Agreement will be governed by the internal law, and not
          the law of conflicts, of the State of Maryland. All parties hereby consent to
          subject matter jurisdiction, personal jurisdiction and venue in the appropriate
          federal or state court located in the State of Maryland for disputes under this
          Agreement. Any provision of this Agreement may be amended or waived only with
          the prior written consent of the Company and Consultant. 



         9.      
          Definitions. “Person” shall mean and include an
          individual, a partnership, a joint venture, a corporation, a trust, an
          unincorporated organization and a governmental entity or any department or
          agency thereof. 



















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        IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above
written. 



				
	WITNESS:



		CONSULTANT:



	 
		 

	Mark C. Fuller



		Name:  Jay O. Wright




	Attest (Seal):



		WIDEPOINT CORPORATION




	 
		By:	 

				
	James T. McCubbin

Secretary
			Steve L. Komar

Chief Executive Officer















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