Exhibit 10.4  





EMPLOYMENT AND
NON-COMPETE AGREEMENT  




        This
Agreement is made as of March 24, 2004 between WIDEPOINT CORPORATION, a Delaware
corporation (the “Company); and Mark C. Fuller (“Employee”). The Company
and Employee agree as follows:  





        1.      Employment.
The Company agrees to employ Employee in the respective           position set forth
herein and Employee accepts such employment 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 “Employment
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
Employee and for Employee’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 Employment Period, the           Company
will pay Employee a monthly gross salary of $5,000 per month (the           “Salary”).
This initial Employment Period will be extended unless           otherwise terminated per
provisions of paragraph 4 or continued in accordance           with other provisions of
this agreement. Such Salary 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. Employee           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. At the           Employee’s option, a
portion of the gross salary may be taken in the form           of benefits.  





        3.      Services.
During the Employment Period, Employee agrees to devote           Employee’s best
efforts of Employee’s business time and attention as           is needed to properly
manage the business affairs of the Company in the           performance of duties as the
Chief Executive Officer of Chesapeake Government           Technologies, Inc. During the
Employment Period, Employee agrees to render such           services as the Company may
from time to time direct. During the Employment           Period, Employee agrees that
Employee will not, become engaged in or render           services for any business that
prevents or interferes with the Employee           executing the business of the Company.
The Company agrees that during the           Employment Period, Employee shall not be
required to relocate from his current           residence.  

















        4.      Termination.
The Employment 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) Employee’s death or permanent disability which           renders the
Employee unable to perform Employee’s duties hereunder (as           determined by
the Company in their good faith judgment), (c) Employee’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 Employee           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           Employment 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 Employee 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 Employee,           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 Employee, (iv) the           commission by Employee
of a felony or other crime involving moral turpitude or           the commission by
Employee of an act of financial dishonesty against the           Company.  





        5.      
Non-Compete  





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









	 	        (b)       In
consideration of this employment contract, Employee agrees that during the
          Employment Period and for 24 months thereafter (the “Non-Compete
          Period”), Employee will not utilize information acquired as a result of
          this employment 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 Employee 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 Employee does not violate the Non-Compete provision outlined
          above. Furthermore, during the Non-Compete Period, Employee 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. Employee 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 Employee 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 Employee, to secure the benefits of Employee’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  









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        5.              Therefore,
in the event of a breach by Employee 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.  





        6.       Confidential
Information. Employee acknowledges that the information,           data and trade
secrets (collectively, “Confidential Information”)           obtained by
Employee during the course of Employee’s performance under this           Agreement,
and previously with respect to all services performed by Employee 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. Employee agrees that Employee
will not disclose to           any unauthorized Person or use for Employee’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 Employee’s acts           or omissions to act or become known to Employee
lawfully outside the scope of           Employee’s employment under this Agreement.
Employee agrees to deliver to           the Company at the termination of Employee’s
employment, 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 Employee may then possess or have under
Employee’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 Employee: 	Mr.
Mark C. Fuller
9722 Meyer Point Drive

                                    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 Employee and           the
Company, and their respective successors and assigns. Employee may not           assign
Employee’s rights or delegate Employee’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
          Employee. 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 Employee.  





        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:



		EMPLOYEE:



	 
		 

	John  D. Crowley



		Name:  Mark C. Fuller




	Attest (Seal):



		WIDEPOINT CORPORATION




	 
		By:	 

				
	James T. McCubbin

Secretary
			Steve L. Komar

Chief Executive Officer














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