January 4, 2002

Via Facsimile Transmission                           CONFIDENTIAL


Mr. Michael C. Higgins
Widepoint Corporation
One Mid-America Plaza,  Suite 403
Oak Brook Terrace, IL  60181

Dear Mike:

This letter will confirm the agreement between you and Widepoint Corporation
(formerly Zmax Corporation), hereinafter the "Company", regarding the
termination of your Employment and Non-Compete Agreement dated as of September
1, 1999 (the "Employment Agreement") with the Company, in the form of a
Separation Agreement (the "Agreement") as follows:

1. In consideration of the payments herein described, you resign your employment
and all positions and offices held with the Company and any of its affiliates,
including your responsibilities as a Director of the Company, effective as of
the close of business on December 31, 2001 (the "Separation Date"). It is
understood that the Company and its affiliates will take actions in reliance on
your resignation and that your resignation is irrevocable. Company hereby waives
the sixty (60) day notice requirement for such resignation.

2. No later than 10 days following the Separation Date, you will receive your
salary for all work performed during the last payroll period of your employment,
if not yet fully compensated.

3. In consideration of your acceptance of this Agreement and subject to your
meeting in full your obligations under it, and subject further to your continued
compliance with the provisions of Paragraph 5 (for a 6 month period commencing
on the Separation date), and Paragraph 6 (for such period as the information is
deemed by Company to be confidential) of your Employment Agreement :

     a) The Company will provide you a payment in the amount of $95,625.00,
representing 6 Months of salary at your now current rate of compensation,
payable in a single lump sum, less any legally required deductions, no later
than 10 days following the Separation Date, in consideration for a release of
any and all obligations of the Company and its affiliates to you.

     b) The Company will immediately provide you with 100,000 Vested Stock
Options at an exercise price of $0.18 per share, such price being consistent
with other senior management Options awarded in 2001. The Exercise Period for
these Options will be extended to one (1) year from the Separation Date, or
December 31, 2002.

     c) The Company will reimburse you for all business expenses which you
incurred in connection with your employment through the Separation Date,
provided that (i) such expenses are eligible for reimbursement under the
Company's expense policy; and (ii) that you submit all documentation and
substantiation of such expenses required under that policy no later

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than January 31, 2002. Without limiting the generality of the foregoing, no
personal expenses are eligible for reimbursement.

     d) The Company agrees that its officers and directors, and any agents,
representatives, or affiliates, speaking on behalf of the Company, including but
not limited to Steve Komar, Norman Wareham, James Ritter, James McCubbin, and
Mark Mirabile, shall refrain from commenting on your performance during your
employment with the Company, excluding only positive comments concerning you
made in the sole discretion of the Company, its officers and directors, agents,
representatives or affiliates.

4. You agree that, notwithstanding anything contained to the contrary, whether
in the Employee Agreement or otherwise, the payments provided under paragraphs 2
and 3 of the Agreement are in complete satisfaction of any and all compensation
or other payments due to you from the Company or any of its affiliates, whether
for services provided or otherwise, through the Separation Date, expressly
excluding payments or distributions due to you as an investor in the Company,
and that, except as expressly provided under this Agreement in accordance with
the terms of the Employment Agreement, no further compensation or other payments
are owed to you. You will not continue to earn vacation or other paid time off
after the Separation Date. Your participation in all employee benefit plans of
the Company will end as of the Separation Date, with the exception of
medical/dental coverage (the employer portion of which will continue to be
funded by the Company), such coverage to continue at your election through June
30, 2002. You may further elect to continue, at your cost, your participation
and that of your eligible dependents in the Company's group health and dental
plans for a limited additional period of time, in accordance with the terms and
conditions of the federal law known as "COBRA."

5. You agree that neither yourself nor any agent, representative or affiliate
will comment on your relationships, experiences, or opinions of the Company or
its Officers or Directors, excluding only positive comments made by you or your
representatives in your sole discretion.

6. You agree to return to the Company, no later than 30 days following the
Separation Date, any and all documents, materials and information (whether in
hardcopy, on electronic media or otherwise) related to Company business (whether
present or otherwise) and all keys, access cards, and credit cards (not
including miscellaneous office equipment and supplies) of the Company and its
affiliates in your possession or control. Further, you give the Company
assurance that you will not retain any copy of any documents, materials or
information of the Company or any of its affiliates (whether in hardcopy, on
electronic media or otherwise). Finally, you will provide a written statement
attesting that you have complied with the provisions of this Paragraph to the
best of your knowledge. The Company will then acknowledge and accept these
representations in writing, such acceptance not to be unreasonably withheld.

7. In exchange for the payments provided you hereunder, you, on behalf of
yourself and your affiliates, hereby freely and voluntarily release and forever
discharge the Company and its affiliates, including without limitation all of
the respective directors, officers, managers, shareholders, members, general and
limited partners, employees, agents, successors and assigns of the foregoing and
all others connected with any of them, both individually and in their official
capacities, from any and all causes of action, rights or claims that you have
had in the past, now have, or might now have, in any way related to or arising
out of your Employment Agreement, or

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your investment in the Company, or pursuant to any federal, state or local law,
regulation or other requirement. You hereby further covenant and agree to
indemnify all of the foregoing persons and entities from any and all claims that
you may directly or indirectly make in contravention of this paragraph or in
breach of any of the provisions of this Agreement.

8. The Company and its affiliates, including without limitation all of the
respective directors, officers, and successors and assigns of the foregoing,
both individually and in their official capacities, hereby freely and
voluntarily release and forever discharge you from any and all causes of action,
rights or claims that they have had in the past, now have, or might now have, in
any way related to or arising out of your Employment Agreement, or your
investment in the Company, or pursuant to any federal, state or local law,
regulation or other requirement. The Company hereby further covenants and agrees
to indemnify you from any and all claims that it may directly or indirectly make
in contravention of this paragraph or in breach of any of the provisions of this
Agreement.

9. This letter contains the entire agreement between you and the Company and
replaces all prior employment-related agreements, communications and
understandings, whether written or oral, with respect to your employment, and
its termination by the Company and all matters related thereto, excluding only
Paragraphs 5 and 6 of the Employment Agreement, which shall remain in full force
and effect in accordance with their terms for an indefinite period with respect
to Paragraph 6 and for a period of six months with respect to Paragraph 5. All
other provisions of the Employment Agreement are hereby terminated.

10. In signing this Agreement, you give the Company assurance that you have read
and understood all of its terms; that you have had a full and reasonable
opportunity to consider its terms and to consult with anyone of your choosing;
that you have signed this Agreement knowingly and voluntarily; and that in
signing this Agreement you have not relied on any promises or representations,
express or implied, which are not set forth expressly in this Agreement.

If the terms of this Agreement are acceptable to you, please sign, date and
return this letter to me via Facsimile transmission no later than the close of
business on January 9, 2002. At the time you sign and return this letter to me,
it will take effect as a legally binding agreement between you and the Company
on the basis set forth above.

Sincerely,

WIDEPOINT CORPORATION
By:

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Steve L. Komar
Chairman of the Board of Directors


Accepted and agreed:

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MICHAEL C. HIGGINS                                Date

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