Exhibit 10.3  





STOCK PLEDGE AGREEMENT 



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





        PRELIMINARY
STATEMENTS: 





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





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





        III.               Contemporaneously
with the execution of this Agreement, the parties hereto shall           also execute an
Escrow Agreement as provided under the Merger Agreement.  





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





        SECTION
A.   Pledge. The Pledgors hereby pledge to the Agent, and grant to the Agent a
security interest and other rights hereinafter set forth in, the following items for the
benefit of the Secured Party (the “Pledged Collateral”):  





	 	        1.                 the
Pledged Securities and the certificates representing the Pledged Securities,
          and all dividends, cash, instruments and other property from time to time
          received, receivable or otherwise distributed in respect of or in exchange for
          any or all of the Pledged Securities; and  







	 	        2.                 all
proceeds of any and all of the foregoing Pledged Collateral (including,           without
limitation, proceeds that constitute property of the types described           above).  







        SECTION
B.   Voting of Pledged Collateral. The Pledgors agree that the voting rights of the
Pledged Collateral shall only be voted in support of and in accordance with the decisions
and determinations made by a majority of the Widepoint Board of Directors, and the
Pledged Collateral shall not be voted at any time and/or in any manner whatsoever (so
long as the Pledged Collateral is pledged and not released) to change or alter the
members of the Board of Directors, officers, employees and consultants of Widepoint who
serve in such positions immediately prior to the Effective Time.  






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        SECTION
C.   Delivery of Pledged Collateral. All certificates or instruments representing or
evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the
Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in blank, all in form
and substance satisfactory to the Agent. Upon the occurrence and during the continuation
of an Event of Default (as defined below), the Agent shall have the duty, at any time at
the direction of the Secured Party on ten (10) business days notice to the Pledgors, to
transfer to or to register in the name of the Agent or any of its nominees, or in the
name of the Secured Party, any or all of the Pledged Collateral as provided herein,
subject only to the provisions of Section F. In addition, the Agent shall have the right
at any such time to exchange certificates or instruments representing or evidencing
Pledged Collateral for certificates or instruments of smaller or larger denominations.  





        SECTION
D.   Representations and Warranties. The Pledgors, jointly and severally,
represent and warrant as follows:  





	 	        1.                 The
Pledgors are the sole owners of the Pledged Collateral, free and clear of           any
lien, security interest, option or other charge or encumbrance, except for           the
security interest and other rights created by this Agreement.  







	 	        2.                 The
pledge of the Pledged Collateral pursuant to this Agreement creates a valid           and
perfected first priority security interest in the Pledged Collateral.  







        SECTION
E.   Further Assurances. The Pledgors agree that at any time and from time to time
the Pledgors will promptly execute and deliver all further instruments and documents, and
take all further action, that may be necessary or desirable as determined by the Secured
Party, or that the Agent may reasonably request, in order to perfect and protect any
security interest or other rights granted or purported to be granted hereby or to enable
the Agent to exercise and enforce its rights and remedies hereunder with respect to any
Pledged Collateral.  





        SECTION
F.   Voting Rights; Dividends; Etc.  





	 	        1.                 Until
such time as the Pledged Collateral is either released to the Pledgors or
          delivered to the Secured Party in accordance with the terms of the Merger
          Agreement;  







	 	        (a)
                  The Pledgors shall be entitled to
exercise or refrain from exercising any and           all voting and other consensual
rights pertaining to the Pledged Collateral or           any part thereof for any purpose
not inconsistent with the terms of this           Agreement, except that the Pledgors
agree that the voting rights of the Pledged           Collateral shall only be voted in
support of and in accordance with the           decisions and determinations made by a
majority of the Widepoint Board of           Directors, and the Pledged Collateral shall
not be voted at any time and/or in           any manner whatsoever to change or alter the
members of the Board of Directors,           officers, employees and consultants of
Widepoint who serve in such positions           immediately prior to the Effective Time.  









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	 	        (b)
                  The Pledgors shall be entitled to
receive and retain any and all dividends and           distributions paid in respect of
the Pledged Collateral, provided, however, that any and all (i) dividends
paid or payable other than in           cash in respect of, and instruments and other
property received, receivable or           otherwise distributed in respect of, or in
exchange for, Pledged Collateral, and           (ii) dividends and other distributions
paid or payable in cash in respect of any           Pledged Collateral in connection with
a partial or total liquidation or           dissolution, shall be, and shall be forthwith
delivered to the Agent to hold as,           Pledged Collateral and shall, if received by
the Pledgors, be received in trust           for the benefit of the Agent, be segregated
from the other property or funds of           the Pledgors, and be forthwith delivered to
the Agent as Pledged Collateral in           the same form as so received (with any
necessary endorsement or assignment).  







	 	        (c)
                  The Agent shall execute and deliver
(or cause to be executed and delivered) to           the Pledgors upon demand and without
undue delay all such proxies and other           instruments as the Pledgors may
reasonably request for the purpose of enabling           the Pledgors to exercise the
voting and other rights which it is entitled to           exercise subject to the
provisions of this Agreement.  







	 	        2.
                  Upon the delivery of all or any
portion of the Pledged Collateral to the           Secured Party in accordance with the
terms of the Merger Agreement:  







	 	        (a)
                  All rights of the Pledgors to
exercise or refrain from exercising the voting           and other consensual rights
which they would otherwise be entitled to exercise           pursuant to this Agreement
and to receive the dividends payments which the           Pledgors would otherwise be
authorized to receive and retain pursuant to this           Agreement shall cease, and
all such rights shall thereupon become vested in the           Secured Party.  







	 	        (b)
                  All dividends which are received by
the Pledgors contrary to the provisions of           this Agreement shall be received in
trust for the benefit of the Agent, shall be           segregated from other funds of the
Pledgors and shall be forthwith paid over to           the Agent as Pledged Collateral in
the same form as so received (with any           necessary endorsement).  







        SECTION
G.   Transfers and Other Liens. The Pledgors agrees that they will not (i) sell,
assign (by operation of law or otherwise) or otherwise dispose of, or grant any option
with respect to, any of the Pledged Collateral, or (ii) create or permit to exist any
lien, security interest, option or other charge or encumbrance upon or with respect to
any of the Pledged Collateral, except for the security interest under this Agreement.  





        SECTION
H.   Agent Appointed Attorney-in-Fact. The Pledgors hereby appoint the Agent as the
Pledgors’ attorney-in-fact, with full authority in the place and stead of the
Pledgors and in the name of the Pledgors or otherwise, from time to time in the Agent’s
discretion to take any action and to execute any instrument which the Agent may deem
necessary or advisable to accomplish the purposes of this Agreement. The Agent agrees
that such role as attorney-in-fact shall terminate upon delivery of the Pledged
Collateral to the Pledgors.  







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        SECTION
I.   Agent May Perform. If the Pledgors fail to perform any agreement contained
herein, the Agent may itself perform, or cause performance of, such agreement, and the
expenses of the Agent incurred in connection therewith shall be payable by the Pledgors
under Section L of this Agreement.  





        SECTION
J.   The Agent’s Duties.  





	 	        1.                 The
powers conferred on the Agent hereunder are solely to protect the Secured           Party’s
interest in the Pledged Collateral and shall not impose any duty           upon it to
exercise any such powers, except upon the direction of the Secured           Party.
Except for the safe custody of any Pledged Collateral in its possession           and the
accounting for moneys actually received by it hereunder, the Agent shall           have
no duty as to any Pledged Collateral, as to ascertaining or taking action           with
respect to calls, conversions, exchanges, maturities, tenders or other           matters
relative to any Pledged Collateral, whether or not the Agent has or is           deemed
to have knowledge of such matters, or as to the taking of any necessary           steps
to preserve rights against any parties or any other rights pertaining to           any
Pledged Collateral. The Agent shall be deemed to have exercised reasonable           care
in the custody and preservation of any Pledged Collateral in its possession           if
such Pledged Collateral is accorded treatment substantially equal to that           which
the Agent accords its own property.  







	 	        2.                 The
Secured Party hereby agrees to indemnify and defend the Agent and to hold           the
Agent harmless from any loss, liability or expense incurred by the Agent
          without willful malfeasance or nonfeasance or bad faith on its part arising out
          of or in connection with the acceptance or administration by the Agent of its
          duties hereunder, including, but not limited to, the reasonable fees, costs and
          expenses of defending itself against claims of liability hereunder. Anything in
          the foregoing to the contrary notwithstanding, in the event of a dispute
between           the parties or between either or both of the parties and the Agent or
in the           event of the Agent’s resignation if no successor agent has been
appointed           within thirty (30) days following written notice by the Agent to the
Pledgors           and the Secured Party of such resignation, at the sole discretion of
the Agent,           the Agent may at any time deposit any or all of the Pledged
Collateral with a           federal or state court located in the State of Maryland
selected by the Agent           and in such event (x) all liability and responsibility of
the Agent shall           terminate upon such deposit having been made, and (y) after
such deposit is           made, and absent willful malfeasance or nonfeasance or bad
faith on the part of           the Agent, the Agent may represent the Secured Party in
connection with any           dispute or proceeding relating to the disposition of the
Pledged Collateral.           Absent willful malfeasance or nonfeasance or bad faith on
the part of the Agent,           the Secured Party and each of the Pledgors hereby waive
any actual or alleged           conflict of interest by reason of the Agent serving as
Agent hereunder or in           connection with any such representation. Any breach or
violation of the terms of           this Agreement by any party, including the provisions
and restrictions of this           Section J, in addition to giving rise to monetary
damages, may be enjoined. The           Agent shall not be bound in any way by any
agreement or contract between the           Secured Party and any Pledgor whether or not
it has knowledge thereof, and the           Agent’s only duties and responsibilities
hereunder shall be to hold the           Pledged Collateral as Agent and to dispose of
the Pledged Collateral in           accordance with the terms of this Agreement, the
Merger Agreement and the Escrow           Agreement. The Agent may act upon any
instruments or other writings believed by           the Agent in good faith to be genuine
and to be signed or presented by the           proper persons. The Agent shall not be
liable for any error in judgment, law or           fact or for any act done or omitted to
be done in connection with the           performance of its duties under this Agreement,
except for its own willful           malfeasance or nonfeasance or bad faith. The Agent
may consult with independent           counsel and a written opinion of such counsel
shall be full and complete           authorization and protection in respect of any
action taken or omitted by the           Agent hereunder in good faith and in reliance
upon such opinion.  








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        SECTION
K.   Actions of Agent upon Completion of 2004 and 2005 Audits.  





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







	 	        2.                 Following
the completion of the fiscal year end audit for 2005 (and 2006 if           required) for
the Secured Party, the Agent shall release such portion of the           Pledged
Collateral as is required by the terms of the Escrow Release Formula set           forth
in Section 6.15 of the Merger Agreement and shall retain any unreleased           portion
of the Pledged Collateral for delivery to the Secured Party or such           other
action as the Secured Party may direct.  







        SECTION
L.   Expenses. The Secured Party will upon demand pay to the Agent the amount of any
and all reasonable expenses, including the reasonable fees and expenses of its counsel
and of any experts and agents, which the Agent may incur in connection with (i) the
custody or preservation of, or the sale of, collection from, or other realization upon,
any of the Pledged Collateral or (ii) the exercise or enforcement of any of the rights of
the Agent hereunder.  





        SECTION
M.   Amendments, Etc. This Agreement may be altered or amended only with the
written consent of all of the parties hereto.  





        SECTION
N.   Addresses for 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):  





If to the Secured Party, to:  



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



If to the Pledgors, to:  



the addresses set forth on Exhibit
A hereto.  



If to the Agent, to:  



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




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        SECTION
O.   Continuing Security Interest.  





	 	        1.                 This
Agreement shall create a continuing security interest in the Pledged           Collateral
and shall (i) remain in full force and effect until the release of           the Pledged
Collateral in accordance with the Escrow Release Formula set forth           in Section
6.15 of the Merger Agreement or the delivery of the Pledged           Collateral to the
Secured Party following the 2006 fiscal year end audit of the           Secured Party,
(ii) be binding upon the Pledgors, their successors and assigns,           and (iii)
inure to the benefit of, and be enforceable by, the Agent and its           successors,
transferees and assigns.  







	 	        2.                 Upon
the release of the Pledged Collateral, or any portion thereof, in           accordance
with Escrow Release Formula set forth in Section 6.15 of the Merger           Agreement
to the Pledgors, the security interest granted hereby shall terminate           with
regard to the portion of the Pledged Collateral so released and all rights           to
such portion of the Pledged Collateral shall revert to the Pledgors. Upon any
          such termination, the Agent will, at the Pledgors’ expense, return to the
          Pledgors such portion of the Pledged Collateral and execute and deliver to the
          Pledgors such documents as the Pledgors shall reasonably request to evidence
          such termination.  







        SECTION
P.   Governing Law; Jurisdiction and Service of Process.  





	 	        1.       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.  







	 	        2.       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.  







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







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        IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed
and delivered as of the date first above written.  







				
	EXECUTED:


PLEDGORS:

ATTEST/WITNESS:


 
		



	 
		 

	Name:  John  D. Crowley
Witness



		Mark C. Fuller, Individually




	 
		 

	Name:  Jay O. Wright
Witness



		John D. Crowley, Individually




	 
		 

	Name:  Mark C. Fuller
Witness



		Jay O. Wright, Individually




	SECURED PARTY:

ATTEST:


 
		

WIDEPOINT CORPORATION




	 
		By:	[SEAL]

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







	AGENT:


		
	By:	 
		
		The law firm of Foley & Lardner LLP
Thomas James, Partner		







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EXHIBIT A


 




	Pledgor
	Pledgor Address

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























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