Exhibit 10.46

|Customer No._____________________ | Attachment 1 - Definitions
|--------------------------------- | --------------------------
|Loan No.________________________  | Attachment 2 - Collateral 
|                                  | Schedule of Exceptions    

|RBC Centura | LOAN AND SECURITY AGREEMENT
|----------- | ---------------------------
|            | (C & I)                    

THIS
LOAN AND SECURITY AGREEMENT (C & I) (Agreement) is entered into as of
October 22, 2004 (Effective Date), by and between RBC CENTURA BANK
(Bank) and WIDEPOINT CORPORATION, a Delaware corporation
(Borrower).

Borrower wishes to obtain credit
extensions under the credit facilities described below, and Bank desires to extend such
credit to Borrower for use by Borrower in its business. This Agreement sets forth the
terms and conditions on which Bank will advance credit to Borrower.

NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and
Bank hereby agree as follows:

Section 1. Definitions
and Interpretation.

1.1.    Definitions.
Capitalized terms used herein and not defined in the           specific section in which
they are used shall have the meanings assigned to such           terms in Attachment 1.
Terms not defined in a specific section or in Attachment 1 which are defined in
the Code shall have the meanings           assigned to such terms in the Code. All
accounting terms not specifically           defined in Attachment 1 shall be
construed in accordance with GAAP and           all calculations shall be made in
accordance with GAAP.

1.2.    Use
and Application of Terms. In using and applying the various terms,
          provisions and conditions in this Agreement, the following shall apply: (i)
          words in the masculine gender mean and include correlative words of the
feminine           and neuter genders and words importing the singular numbered meaning
include the           plural number, and vice versa; (ii) words importing Persons include
all types of           organizations, both registered and unregistered, as well as
individuals; (iii)           the use of the terms including or included
in, or the           use of examples generally, are not intended to be limiting,
but shall mean,           without limitation, the examples provided and others that are
not listed,           whether similar or dissimilar; (iv) the phrase costs and
expenses,           or variations thereof, shall include the reasonable fees of
attorneys, legal           assistants, accountants, and other professionals and service
providers; (v) as           the context requires, the word and may have a
joint meaning or a           several meaning and the word or may have an
inclusive meaning or an           exclusive meaning; and (vi) wherever possible each
provision of this Agreement           and the other Loan Documents shall be interpreted
and applied in such manner as           to be effective and valid under applicable
Requirements of Law, but if any           provision of this Agreement or any of the other
Loan Documents shall be           prohibited or invalid under such law, or the
application thereof shall be           prohibited or invalid under such law, such
provision shall be ineffective to the           extent of such prohibition or invalidity
without invalidating the remainder of           such provision or the remaining
provisions, or the application thereof shall be           in a manner and to an extent
permissible under applicable Requirements of Law.

Section 2. Credit
Extensions.

2.1.    Credit
Extensions  Revolving Facility. Subject to and upon the           terms and
conditions of this Agreement and provided that no Event of Default has           occurred
and is continuing, at any time and from time to time from the Effective           Date
through the Revolving Maturity Date, Bank will make available to Borrower a
          Revolving Facility under which Borrower may request and Bank agrees to make
          advances (Advance or Advances) to Borrower to finance
          its and its Subsidiaries Accounts and to be used as working capital, to
          finance the acquisition of the outstanding capital stock of ORC, to satisfy the
          remaining indebtedness of ORC under ORCs existing line of credit with
          Wachovia Bank, N.A., and to finance the acquisition of the outstanding capital
          stock of Zegato  and not for any other purpose. The aggregate amount of
          outstanding Advances shall not exceed at any time the lesser of (A) the
          Committed Revolving Line or (B) the Borrowing Base. If no Event of Default
          has occurred and is continuing, amounts borrowed under the Revolving Facility
          may be repaid and reborrowed at any time prior to the Revolving Maturity Date.

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2.2.    Credit
Extensions  Disbursements. Unless Bank consents to a           different
procedure or process, or makes available to Borrower a different           procedure or
process, whenever Borrower desires an Advance, Borrower shall           notify Bank
(which notice shall be irrevocable) by facsimile transmission or           telephone no
later than 10:00 a.m. eastern time, on the Business Day on which           Borrower
desires the Advance to be made. Each notification by facsimile           transmission
shall include the information requested on Banks Loan           Payment/Advance
Request Form and shall be signed by a Responsible Officer or a           designee
thereof. Each notification by telephone shall include the information           requested
on Banks Loan Payment/Advance Request Form and each notification           by
telephone shall be followed within one Business Day by a facsimile           transmission
which meets the criteria regarding a facsimile transmission. Bank           shall be
entitled to rely on any telephonic notice given by a person who Bank           reasonably
believes to be a Responsible Officer or a designee thereof. Bank           shall not have
any liability to Borrower or any other Person for its failure to           make an
Advance on the date requested by Borrower, unless such failure is the           result of
willful misconduct or gross negligence of Bank; and if Banks           failure is a
result of willful misconduct or gross negligence, its liability           shall be
limited to actual damages only  Bank shall not be liable for any
          indirect, speculative, consequential or punitive damages or losses. If Borrower
          maintains its operating deposit account with Bank, Bank will credit the amount
          of the Advance to such account, and the Borrower agrees that the Bank may debit
          any account maintained by the Borrower with the Bank for payments (including,
          but not limited to amounts in excess of the Borrowing Base, principal payments,
          interest and administrative fees) due to the Bank under the Loan Documents. If
          Borrower does not maintain its operating deposit account with Bank, Bank will
          issue to Borrower for deposit in its operating deposit account a bank check or
          other negotiable instrument drawn on Bank in the amount of the Advance.

2.3.    Overadvances.
If, at any time, the aggregate amount of the outstanding           principal under any
Credit Extension exceeds the maximum amount that is           permitted to be outstanding
at any one time, as provided in this Section           2., the Borrower shall
immediately pay to Bank, in cash, the amount of such           excess. The Borrower
agrees that if the outstanding Advances exceed the           Borrowing Base at any time
the Borrower shall prepay the Advances immediately in           an amount equal to the
excess. Further, if the Borrower fails to provide the           Bank with a Borrowing
Base Certificate when required by this Agreement, the           Borrower agrees that the
Bank may deem the Borrowing Base to be zero for the           purposes hereof.

2.4.    Charging
of Payments. Bank may, at its option, set-off and apply to the           Obligations
which are then due and payable and otherwise exercise its rights of           recoupment
as to any and all (i) balances and deposits of Borrower held by Bank,           (ii)
indebtedness and other obligations at any time owing to or for the credit           or
the account of Borrower by Bank and by any of Banks Affiliates.

2.5.    Fees.
In addition to the other fees, charges, costs and expenses required           to be paid
by Borrower under this Agreement and the other Loan Documents,           Borrower shall
pay to Bank the fees, charges, costs and expenses set forth in           this Section
2.5.

2.5.1.    Facility
Fee. Borrower shall pay to Bank a nonrefundable facility fee of           $25,000 for
the commitment made in Section 2.1, (a) $12,500 of which           shall be
due and payable on or before the Effective Date, and (b) $12,500           of which
shall become due and payable at such time as the Committed Revolving           Line shall
become $5,000,000. Bank may, at its option, set-off the amount due           from the
Borrower under the foregoing clause (b) against the balances and           deposits of
Borrower held by Bank.

2.5.2.    Bank
Expenses. On the Closing Date, Borrower shall pay to Bank all Bank           Expenses
incurred through the Closing Date up to a maximum amount of $40,000,           and shall
pay, as and when demand is so made by Bank to Borrower, all Bank           Expenses
incurred relating to completion, after the Closing Date, of matters           related to
closing of this Agreement. Borrower shall be responsible for its own           fees and
expenses, including its legal fees.

2.6.    Documentary
and Intangible Taxes; Additional Costs. To the extent not           prohibited by law
and notwithstanding who is liable for payment of the taxes and           fees, Borrower
shall pay, on Banks demand, all intangible personal           property taxes,
documentary stamp taxes, excise taxes and other similar taxes           assessed, charged
and required to be paid in connection with the Credit           Extensions and any
extension, renewal and modification thereof, or assessed,           charged and required
to be paid in connection with this Agreement, any of the           other Loan Documents
and any extension, renewal and modification of any of the           foregoing.

2.7.    Term
of Agreement. This Agreement and Banks security interests in           the
Collateral shall continue in full force and effect until the last to occur           of
(i) payment in full of all of the Obligations or (ii) termination of           Banks
obligation to make Credit Extensions under this Agreement.           Notwithstanding the
foregoing, Bank shall have the right to limit, declare a           moratorium on or
terminate its obligation to make Credit Extensions under this           Agreement
immediately and without notice upon the occurrence and during the           continuance
of an Event of Default; and such action by Bank shall not constitute           a
termination of this Agreement, shall not constitute a termination of           Borrowers
obligations under this Agreement and the other Loan Documents           and shall not
adversely affect or impair Banks security interests in the           Collateral.
Banks decision to do any one of the foregoing (i.e., limit,           declare a
moratorium and terminate its obligations to make Credit Extensions)           shall not
prevent it from exercising any one or more of the other options           available to it
at any other time.

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Section 3. Conditions of Credit
Extensions. The obligation of Bank to make each Credit Extension, including the
initial Credit Extension, is subject to all of the conditions and requirements set forth
in this Section 3 being satisfied and completed, or the satisfaction and completion
thereof waived by Bank.

3.1.    Loan
Documents, etc. Bank shall have received (i) an original of this           Agreement,
duly executed by Borrower and any other Persons who are parties           hereto and (ii)
all of the items listed on the Closing Memorandum and Checklist,           including,
without limitation, originals of each other Loan Document, duly           executed by
Borrower or each Guarantor party thereto, as applicable.

3.2.    Payment
of Fees. Bank shall have received payment of the fees and Bank           Expenses
then due and payable under this Agreement or any of the other Loan           Documents.

3.3.    Loan
Payment/Advance Request Form. Bank shall have received, as and when
          required, a completed Loan Payment/Advance Request Form.

3.4.    Representations
and Warranties; No Event of Default. The representations           and warranties of
Borrower and the Guarantors in the Loan Documents shall be           true, correct,
accurate and complete on and as of the date of such Loan           Payment/Advance
Request Form and on the effective date of each Credit Extension           as though made
at and as of each such date, and no Event of Default shall have           occurred and be
continuing, or would exist after giving effect to such Credit           Extension
(provided, however, that those representations and warranties           expressly
referring to another date shall be true, correct, accurate and           complete as of
such date). The making of each Credit Extension shall be deemed           to be a
representation and warranty by Borrower on the date of such Credit           Extension as
to the accuracy of the facts referred to in this subsection.

3.5.    Audit
of Collateral. In the case of any Advances under the Revolving           Facility, at
Banks election, the Bank shall have received and conducted an           audit of
the Collateral (including, as applicable, without limitation, the           Accounts of
each of Borrower, IL, NBIL, ORC and Chesapeake), the results of           which shall be
satisfactory to the Bank.

3.6.    Acquisition
of ORC. With respect to the initial Credit Extension:

3.6.1.    True
and complete copies of the ORC Stock Purchase Agreement and ORC Stock           Purchase
Documents, shall be delivered to and approved by Bank and its counsel.

3.6.2.              Borrower
shall deliver to Bank a certificate, dated as of the date of the           initial Credit
Extension, pursuant to which Borrower shall warrant and represent           to Bank that
(1) to the best of its knowledge, each of the representations           and
warranties made by the sellers of ORC to Borrower under the ORC Stock           Purchase
Agreement and ORC Stock Purchase Documents is true and correct in all           material
respects; (2) the ORC Stock Purchase Agreement and ORC Stock           Purchase
Documents approved by Bank have not been amended, (3) to the best           of its
knowledge as of the date immediately after the consummation of all the
          agreements and transactions under and pursuant to the ORC Stock Purchase
          Agreement and ORC Stock Purchase Documents, Borrower will not have any material
          amount of liabilities, contingent or otherwise, not reflected in the
projections           previously delivered to Bank in connection with the initial Credit
Extension.

3.6.3.              Termination
statements shall have been filed (or will be filed contemporaneously           with the
closing of this Agreement) with respect to any financing statements           covering
all or any portion of the ORC Stock and any Collateral of ORC, except           for
financing statements perfecting Permitted Liens.

3.6.4.              Bank
shall have received evidence satisfactory to it that, after giving effect           to
the initial Credit Extension, Borrower is not, nor will it be, rendered
          insolvent within the meaning of Section 548 of the Federal Bankruptcy Code and
          any applicable state fraudulent conveyance laws.

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3.6.5.              Simultaneously
with the disbursement of the initial Credit Extension, Borrower           shall acquire
the ORC Stock, and all conditions to closing in the ORC Stock           Purchase
Agreement shall be satisfied.

3.7.    Capitalization
Matters.

3.7.1.              Prior
to any Credit Extension subsequent to the initial Credit Extension,           Borrower
shall have issued to Banyan Mezzanine Fund, L.P. (Banyan),           and
certain other investors, if applicable, subordinated debentures and warrants           of
Borrower, for an initial aggregate purchase price of $1,500,000, and           otherwise
subject to terms and conditions acceptable to Bank in its discretion.           Such
terms and conditions shall include that the subordinated debentures and
          warrants referred to in the foregoing sentence shall be Subordinated Debt,
          pursuant to the provisions of an intercreditor and/or subordination agreement,
          in form and substance satisfactory to Bank, between or among Bank and Banyan
and           such other investors, if applicable. Additional, subsequent subordinated
          debentures and warrants are anticipated in the future and Borrower hereby
agrees           that such subsequent subordinated debentures and warrants shall be
subject to           terms and conditions acceptable to Bank in its discretion and shall
be           Subordinated Debt pursuant to the provisions of an intercreditor and/or
          subordination agreement, in form and substance satisfactory to the Bank.

3.7.2.              Prior
to the initial Credit Extension, Borrower shall have issued to Fred           Thornton,
Daniel Turissini and Richard Montgomery, one or more seller notes of           Borrower,
for an aggregate purchase price of $1,500,000, which note(s) shall           provide that
it (they) is (are) not to be outstanding for more than 30 days,           shall be fully
repaid from the proceeds of the initial subordinated debentures           and warrants
issued to Banyan as described in the foregoing Section           3.7.1, shall be
unsecured, shall not permit any collection under the seller           note and shall
convert to common stock in the Borrower in the event of a           default. These seller
notes shall be Subordinated Debt, pursuant to the terms           and conditions of the
notes themselves, and shall otherwise be in form and           substance satisfactory to
Bank in its sole discretion, including, without           limitation, the subordination
provisions thereof.

3.8.    Additional
Matters. All other legal and non-legal matters as Bank or its           counsel deem
reasonably necessary or appropriate to be satisfied, completed and           received
prior to the Credit Extension shall be satisfied, completed and           received in
form and substance satisfactory to the Bank and its counsel.

Section 4. Creation of
Security Interest.

4.1.    Grant
of Security Interest. Borrower pledges, assigns to Bank and grants           to Bank
a continuing security interest in all presently existing Collateral and           all
hereafter acquired or arising Collateral to secure the prompt repayment of           any
and all Obligations and to secure the prompt performance by Borrower of each           of
its covenants, duties and obligations under the Loan Documents. Except for           the
Permitted Liens, such security interest constitutes a valid, first priority
          security interest in the presently existing Collateral, and will constitute a
          valid, first priority security interest in Collateral acquired or arising after
          the date hereof. The Collateral is described on Attachment 2 and
          elsewhere in this Agreement.

4.2.    Delivery
of Additional Documentation. Borrower shall from time to time           deliver to
Bank or cause to be delivered to Bank, at the request of Bank, all           Negotiable
Collateral, all Financing Statements and other documents and records           that Bank
may request to perfect and continue perfected Banks security           interests in
the Collateral and in order to fully consummate all of the           transactions
contemplated under the Loan Documents, all the foregoing to be in           form and
substance satisfactory to Bank and its counsel and executed as required           by Bank
and its counsel. Borrower hereby consents to the filing by Bank of           Financing
Statements. Borrower shall execute all other agreements, instruments           and
documents and shall perform all further acts (including Contract           Assignments)
that the Bank may require with respect to Accounts owing by the           Government to
ensure compliance with FACA, provided that, as long as no default           or Event of
Default has occurred, the Bank has no present intent to require, but           reserves
the right to so require, FACA filings for any Government Contract.

4.3.    Right
to Inspect and Audit. Bank, or other Persons designated by Bank,           shall have
the right, upon reasonable prior notice, from time to time during           Borrowers
usual business hours, to inspect Borrowers Books and to           make copies
thereof and to audit, appraise or value the Collateral and           Borrowers
business affairs in order to verify Borrowers financial           condition or the
amount, condition of, or any other matter relating to the           Collateral and
Borrowers compliance with the terms and conditions of each           of the Loan
Documents. Borrower shall permit representatives of Bank to discuss           the
business, operations, properties and financial and other conditions of           Borrower
with its board members, executives, managers, members, partners,           officers,
employees, agents, independent certified public accountants and           others, as
applicable. Borrower shall permit representatives of Bank to discuss           the status
of Government Contracts of Borrower and each of its Subsidiaries with           the
applicable contracting officers. Bank agrees to give Borrower not fewer than
          two Business Days prior written notice of taking any action described in
          the preceding sentence, and to obtain Borrowers permission prior to
          contacting the contracting officer under any Government Contract, provided that
          if an Event of Default has occurred and is continuing, Bank shall not be
          required to give such prior notice or obtain such permission.

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4.4.    Sale
of Inventory. So long as an Event of Default has not occurred           hereunder,
and subject to the terms and conditions set forth in the other Loan           Documents
and compliance with any operating, inventory and financial covenants           set forth
herein and therein, if any, Borrower shall have the right, in the           ordinary and
regular course of business and only in the ordinary and regular           course of
business, to process and sell Borrowers Inventory. Banks           security
interest hereunder shall attach to all proceeds of all sales and other
          dispositions of Borrowers Inventory. Borrower agrees that it will not
          permit any return of Inventory, the sale of which gave rise to any Account,
          except in the ordinary and regular course of business.

4.5.    Collection
of Accounts. In addition to its other rights and remedies in           this
Agreement, Bank shall have the rights and remedies set forth in this Section 4.5.

4.5.1.    Deposit
of Remittances. At the request of Bank, Borrower will forthwith           upon
receipt of all checks, drafts, cash and other tangible or electronic
          remittances in payment or on account of any of Borrowers Accounts,
deposit           the same in a special bank account maintained with Bank or its
representative,           over which either or both Bank and its representative, as
determined by Bank,           has the sole power of withdrawal and will designate with
each such deposit the           particular Accounts upon which the remittance was made.
The funds in said           account shall be held by Bank as security for the Obligations
and Borrower           grants to Bank a security interest therein. Bank may at anytime
and from time to           time, in its sole discretion, apply any part of the credit
balance in the           special account to the payment of all and any of the
Obligations, whether or not           the same be due, and to payment of any other
obligations owing to Bank under any           of the Loan Documents.

4.5.2.    Notification
to Account Debtors and Customers. Bank is authorized and           empowered at any
time in its sole discretion to do and cause to be done any one           or more of the
following: (i) to require Borrower to notify, or itself to           notify, either in
its own name or in the name of Borrower, all or any of the           Borrowers
account debtors and Customers, and any other Person obligated to           Borrower, that
Borrowers Accounts have been assigned to Bank and to           request in its name,
in the name of Borrower or in the name of a third person,           confirmation from any
such account debtor, Customer or other Person of the           amount payable and any
other matter stated therein or relating thereto, (ii) to           demand, collect,
settle, compromise for, recover payment of, to hold as           additional security for
the Obligations and to apply against the Obligations any           and all sums which are
now owing and which may hereafter arise and become due           and owing upon any of
said Accounts and upon any other obligation to Borrower           (to include making,
settling, adjusting, collecting and recovering payment of           all claims under and
decisions with respect to Borrowers policies of           insurance), (iii) to
enforce payment of any Account and any other obligation of           any Person to
Borrower either in its own name or in the name of Borrower, (iv)           to endorse in
the name of Borrower and to collect any instrument or other medium           of payment,
whether tangible or electronic, tendered or received in payment of           the Accounts
that constitute Collateral and any other obligation to Borrower;           (v) to sign
Borrowers name on any invoice or bill of lading relating to           any Account,
drafts against account debtors or Customers, schedules and           assignments of
Accounts, verifications of Accounts and notices to account           debtors or
Customers; and (vi) dispose of any Collateral constituting Accounts           and to
convert any Collateral constituting Accounts into other forms of           Collateral;
provided, however, that under no circumstances shall Bank be under           any duty to
act in regard to any of the foregoing matters.

4.5.3.    Appointment
of Receiver. Bank shall have the absolute and unconditional           right to apply
for and to obtain the appointment of a receiver or similar           official for all and
any part of Borrowers Accounts and any of the other           Collateral, and any
interest in any of the foregoing, to, among other things,           both manage and sell
the same, and any part thereof, and to collect and apply           the proceeds therefrom
to the payment of the Obligations and any other           obligations of Borrower under
any of the Loan Documents.

4.6.    Power
of Attorney. With respect to Banks rights and remedies in           this Section
4 and its other rights under this Agreement and the other           Loan Documents,
Borrower hereby irrevocably appoints Bank, and any employee or           representative
of Bank as Bank may from time to time designate, as its           attorney-in-fact
(coupled with an interest). Borrower agrees that Bank, in           either or both its
own name or as attorney-in-fact for Borrower and           without prior
notice to and prior demand on Borrower, may perform any act which           Borrower is
obligated by this Agreement or any of the other Loan Documents to           perform, any
act which Borrower might exercise with respect to the Collateral,           including,
without limitation, collection of Borrowers Accounts as           provided in Section
4.5., and any other acts which the Bank deems           appropriate to perfect and
continue the security interests in, and to protect,           preserve and recover upon
the Collateral.

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4.7.    Limitations
on Banks Rights and Remedies. Notwithstanding the           foregoing
provisions of this Section 4., except with respect to           executing,
delivering and filing Financing Statements, control agreements and           other
similar writings and records, and as otherwise provided in this Agreement,           Bank
agrees to refrain from exercising its rights with respect to the matters           listed
above in Section4.5. and Section 4.6. prior to the           occurrence of
an Event of Default and the lapse of all applicable grace periods           as set forth
in Section 8 hereof, unless Bank reasonably deems immediate           action to be
necessitated because of emergency conditions, such as conditions           which threaten
the loss or diminution of the Collateral or the loss of           protections afforded
the Collateral. No action of Bank taken while acting as           Borrowers
attorney-in-fact or in its own name and stead under this           Agreement or any of
the other Loan Documents shall be considered a waiver of any           right accruing to
Bank on account of the occurrence of any Event of Default.

Section 5. Representations
and Warranties. Borrower represents and warrants to Bank that the certifications,
representations and warranties with respect to itself and its Subsidiaries set forth in
the Certificate of Borrower are true, correct and accurate as of the date of this
Agreement or such other date as may be specifically set forth in a particular
certification, representation or warranty; and Borrower agrees that such certifications,
representations and warranties shall be continuing certifications, representations and
warranties of Borrower to Bank.

Section 6. Affirmative
Covenants. Borrower covenants and agrees that until the termination of Banks
obligation under this Agreement to make Credit Extensions and the payment in full of the
Obligations, Borrower shall do (or cause to be done) each and all of the matters set
forth in this Section 6.

6.1.    Good
Standing; Government Compliance; Business. Each of Borrower and each           of its
Subsidiaries shall maintain in good standing its organizational existence           in
its jurisdiction of organization and maintain qualification in each
          jurisdiction in which the conduct of its businesses or its ownership of
property           requires that it be so qualified. Each of Borrower and each of its
Subsidiaries           shall comply in all material respects with all Requirements of Law
to which it           is subject. Each of Borrower and each of its Subsidiaries shall
continue to           engage in business of the same general type as now conducted and
Borrower shall           notify the Bank of any significant change in management.

6.2.    Payment/Performance.
Borrower shall pay when due all amounts owing to           Bank under this Agreement and
the other Loan Documents and promptly perform all           other obligations of Borrower
thereunder and hereunder.

6.3.    Use
of Loan Funds. Borrower shall use all loan proceeds disbursed to           Borrower
only for the purposes stated in this Agreement and the other Loan           Documents.

6.4.    Financial
Statements; Reports; Certificates. Borrower shall deliver to           Bank each and
all of the financial statements, reports, certificates and other           records
referenced under this Section 6.4. and such other statements,           reports,
certificates and records as Bank may reasonably request from time to           time.
Unless otherwise indicated, they all shall be in a form acceptable to Bank           and
certified by a Responsible Officer.

6.4.1.    Quarterly
Unaudited Financial Statements. As soon as available, but in           any event
within 45 days after the end of each calendar quarter (including the           year-end
calendar quarter) of Borrower, the quarterly unaudited consolidated and
          consolidating financial statements of Borrower and Guarantors (including a
          balance sheet and a statement of income and retained earnings) prepared in
          accordance with GAAP, consistently applied, covering Borrowers
          consolidated and consolidating operations during such period, and certified as
          true and correct by a Responsible Officer.

6.4.2.    Annual
Audited Financial Statements. Beginning with the fiscal year first           ending
after the Effective Date and for each fiscal year thereafter, as soon as
          available, but in any event within 120 days after the end of Borrowers
          fiscal year, audited consolidated financial statements of Borrower and its
          Subsidiaries (including a balance sheet, an income statement and a statement of
          retained earnings, each with the related notes and changes in the financial
          position for such year and setting forth in comparative form the figures for
the           prior year) prepared in accordance with GAAP, consistently applied,
together           with an opinion on such financial statements that is unqualified or
qualified in           a manner acceptable to Bank from an independent certified public
accounting firm           reasonably acceptable to Bank.

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6.4.3.    Reports
to Security Holders. Copies of all statements, reports and           notices sent or
made available generally by Borrower to its security holders or           to any holders
of Subordinated Debt and all reports on Forms 10-K and 10-Q filed           with the
Securities and Exchange Commission.

6.4.4.    Legal
Actions. Promptly upon receipt of notice thereof, Borrower shall           deliver to
Bank a report of any legal actions pending or threatened against           Borrower or
any of its Subsidiaries that could result in damages or costs to           Borrower of
$50,000 or more.

6.4.5.    Borrowing
Base Certificate and Accounts Detail. On or before the           15th day
of each month, beginning with the first calendar month after           the date hereof,
Borrower shall deliver to Bank a Borrowing Base Certificate           dated and signed by
a Responsible Officer. The Borrowing Base Certificate shall           be in a form
approved by Bank, it shall contain such information as Bank deems           appropriate
and the required information shall be current through the last day           of the
previous calendar month. On or before the 15th day of each           month,
beginning with the first calendar month after the date hereof, Borrower           shall
deliver the aging listings of the Borrowers and Guarantors
          Accounts. As soon as available, but in any event within 45days after the
          end of each calendar quarter, Borrower shall deliver to Bank an aging listing
of           accounts receivable and accounts payable and inventory reports through the
last           calendar day of the previous calendar quarter, and a contract backlog
report for           such calendar quarter, reflecting all contracts of the Borrower and
the           Guarantors, the work completed and billed under such contracts, the work
          remaining to be completed and billed and the type and term of each contract.

6.4.6.    Compliance
Certificate. Concurrently with the delivery of the quarterly           financial
statements and reports required to be delivered by Borrower pursuant           to Section
6.4.1., Borrower shall deliver to Bank a Compliance           Certificate signed by a
Responsible Officer. The Compliance Certificate shall be           in a form and contain
such certifications as the Bank deems necessary or           appropriate, taking into
account the nature of the Credit Facilities, the types           of Collateral and the
business of Borrower.

6.4.7.    Projections.
Within 120 days after each of the Borrowers fiscal           year-ends, Borrower
shall deliver to Bank the annual forecasted income           statement, balance sheet,
and cash flow statement for the Borrower and           Guarantors for the fiscal year
following such year most recently ended.

6.4.8.    Government
Contract Audits. Promptly after receipt by Borrower or any           Subsidiary
thereof, notice of any final decision of a contracting officer           disallowing
costs aggregating more than $50,000, which disallowed costs arise           out of any
audit of Government Contracts of Borrower or any Subsidiary.

6.4.9.    Notice
of Change in Ownership. Promptly after Borrower has knowledge           thereof,
Borrower shall give written notice to Bank of each Change in Ownership           of
Borrower.

6.5.    Taxes.
Each of Borrower and each of its Subsidiaries shall make due and           timely payment
of, or deposit or withholding of, all federal, state and local           taxes,
assessments or contributions required of it by all Requirements of Law,           and
will execute and deliver to Bank, on demand, appropriate certificates           attesting
thereto; provided that Borrower and its Subsidiaries need not make any           payment
if the amount or validity of such payment is contested in good faith by
          appropriate proceedings and is reserved against (to the extent required by
GAAP)           by Borrower.

6.6.    Insurance.

6.6.1.    Types
of Insurance. Each of Borrower and each of its Subsidiaries, at its
          expense, shall maintain general liability, workmens compensation and
other           insurance in amounts and of a type that are customary to businesses
similar to           Borrowers or such Subsidiarys, unless Bank, acting
reasonably,           directs otherwise, in which event Borrower shall maintain such
insurance in           amounts and types as Bank directs. Borrower, at its expense, also
shall keep the           Collateral, or such parts thereof which can be insured under a
policy of           casualty insurance, insured against loss or damage by fire, theft,
explosion,           sprinklers and all other hazards and risks required by Bank, acting
reasonably           and taking into account the types and risks customarily insured
against by           businesses similar to Borrowers. Unless otherwise directed by
Bank, the           insurance shall be all risk replacement cost insurance with agreed
amount           endorsement, standard noncontributing mortgagee clauses and standard
waiver of           subrogation clauses.

6.6.2.    Form
of Insurance. All policies of insurance shall be in such form and           with such
companies as may be reasonably satisfactory to Bank. All policies of           property
insurance shall contain a lenders loss payable endorsement, in a           form
reasonably satisfactory to Bank, showing Bank as an additional loss payee,           and
all liability insurance policies shall show Bank as an additional insured.           All
policies shall specify that the insurer must give at least twenty (20) days
          notice to Bank before canceling its policy for any reason. Upon Banks
          request, Borrower shall deliver to Bank certified copies of the policies of
          insurance and evidence of all premium payments. All proceeds payable under any
          such policy or policies shall, at Banks option, be payable to Bank to be
          applied on account of the Obligations.

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6.7.    Primary
Depository. Each of Borrower and each of its Subsidiaries shall           maintain
its primary operating depository accounts with Bank or, in the           alternative, if
it elects to maintain them with another Person, Borrower or any           Subsidiary
shall grant to Bank a perfected, first priority security interest in           its
primary depository and operating accounts maintained by it with such other
          Person. The security interest in any deposit and operating accounts with
another           Person shall secure the Obligations and the same shall be evidenced by
such           security documents as Bank and its counsel deem necessary or appropriate,
in           their discretion.

6.8.    Financial
Covenants. Borrower shall fully and timely comply with, each           and every one
of the financial maintenance covenants set forth in this Section           and others
that may be contained in this Agreement and the other Loan Documents.

6.8.1.    Funded
Debt to EBITDA. Borrower and its Subsidiaries shall maintain as of           the end
of each fiscal quarter, on a consolidated basis in accordance with GAAP,           a
ratio of Funded Debt to EBITDA, calculated on a rolling 4 quarters basis for
          the fiscal quarter then ended and the immediately preceding 3 fiscal quarters,
          of not greater than 3.0 to 1.

6.8.2.    Net
Profit. Borrower and its Subsidiaries shall maintain as of the end of           each
Test Period, on a consolidated basis in accordance with GAAP, Net Profit,
          calculated as of the last day of any Test Period, of at least $1.

6.9.    Shareholder
Indebtedness. Borrower shall subordinate or cause to be           subordinated to the
Obligations, on terms reasonably acceptable to Bank, all           Indebtedness now owing
by Borrower and all Indebtedness that may be owing by           Borrower in the future to
any one or more of its shareholders or other holders           of an equity interest in
Borrower, and all such Indebtedness to Borrowers           shareholders or other
holders of an equity interest in Borrower shall remain           subordinated to the
Obligations on terms acceptable to Bank.

6.10.    Maintenance
of Property. Borrower shall keep and maintain the Collateral           in good order
and condition and make all needful and proper repairs,           replacements, additions,
or improvements thereto as are necessary, reasonable           wear and tear excepted.

6.11.    Right
to Inspect and Audit. Borrower shall permit Bank directly and           through
another Person on Banks behalf and Bank shall have a right from           time to
time hereafter, directly and through another Person on Banks           behalf, to
inspect or examine any and all of the Collateral at Borrowers           expense and
in connection therewith or separate therefrom, to audit the Accounts           of
Borrower and Guarantors and to appraise or otherwise value any and all of the
          Collateral.

6.12.    Maintain
Security Interest. Borrower shall maintain, protect and preserve           the
security interest of Bank in the Collateral and the lien position of Bank in
          the Collateral, including, without limitation, the filing of claims          under
insurance policies.

6.13.    Further
Assurances. At any time and from time to time, Borrower shall           execute and
deliver such further instruments, agreements, documents and other           records and
take such further action as may be requested by Bank to effect the           purposes of
this Agreement, including, without limitation, the perfection and           continuation
of perfection of Banks security interests in the Collateral.

Section 7. Negative
Covenants. Borrower covenants and agrees that until the termination of Banks
obligation under this Agreement to make Credit Extensions and the payment in full of the
Obligations, Borrower shall not do or permit to be done any of the matters set forth in
this Section 7; and Borrower acknowledges to Bank that the breach or default by
Borrower of any of the covenants and agreements set forth below in this Section 7 is
and the same shall be material.

7.1.    Change
in Business or Executive Office. Borrower shall not, and shall not           permit
any of its Subsidiaries to, engage in any business other than as           reasonably
related or incidental to the businesses currently engaged in by           Borrower or any
such Subsidiary. Borrower shall not, and shall not permit any of           its
Subsidiaries to, without thirty (30) days prior written notification           to
Bank, relocate its chief executive office, change its state of organization           or
change any other matter that will or could result in Banks security
          interests in the Collateral becoming unperfected.

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7.2.    Dispositions.
Except as otherwise permitted in this Agreement or in any           of the other Loan
Documents, Borrower shall not, and shall not permit any of its           Subsidiaries to,
voluntarily and Borrower shall not, and shall not permit any of           its
Subsidiaries to, involuntarily through its direct actions or inactions, or
          indirectly through the actions or inactions of others, do any one or more of
the           following: sell, transfer, lease, liquidate, franchise, license, dispose of
or           part with possession or control of all or any part of or interest in
(whether           legal or equitable) any part of or any interest in its business or
properties,           including any of the Collateral or all of the Collateral. The
prohibitions in           this Section do not extend to or include a Permitted Transfer.

7.3.    Change
in Ownership; Change in Management. Borrower shall not permit any           of its
Subsidiaries to have or permit a Change in Ownership without the prior           written
approval of Bank. Borrower shall not, and shall not permit any of its
          Subsidiaries to, have or permit a Change in Management without the prior
written           approval of Bank.

7.4.    Mergers
or Acquisitions; New Subsidiary. Borrower shall not, and shall           not permit
any of its Subsidiaries to, merge or consolidate with or into any           other
business organization, or acquire all or substantially all of the capital           stock
or property of another Person, except for the capital stock of another           Person
acquired in connection with Permitted Acquisitions. Borrower shall not           create
or cause to be created or to come into existence any Subsidiary of           Borrower
after the Closing Date, without the prior written consent of the Bank,           other
than in connection with a Permitted Acquisition. No Subsidiary shall           create or
cause to be created or to come into existence any Subsidiary, other           than in
connection with a Permitted Acquisition. If Borrower shall create or           cause to
be created or to come into existence any Subsidiary (whether or not in
          connection with a Permitted Acquisition), then such Subsidiary shall become a
          Guarantor under the Guaranty and shall satisfy the following conditions upon
the           acquisition or formation of such Subsidiary:

7.4.1.              The
Subsidiary shall execute and deliver to the Bank the Guaranty or a           counterpart
thereof.

7.4.2.              All
legal matters incident to such Subsidiary becoming a Guarantor shall be
          satisfactory to counsel for the Bank, and the Subsidiary shall execute and
          deliver to the Bank such additional documents and certificates relating to the
          Credit Facilities as the Bank may request.

7.4.3.              If
required by the Bank, the Bank shall have received an opinion of counsel to           the
Subsidiary, addressed to the Bank, covering such matters as the Bank may
          request, in form and substance satisfactory to the Bank.

7.4.4.              Subsidiary
shall deliver to Bank or cause to be delivered to Bank, at the           request of Bank,
all Negotiable Collateral, all Financing Statements and other           documents and
records that Bank may request to perfect and continue perfected           Banks
security interests in the Collateral and in order to fully           consummate all of
the transactions contemplated under the Loan Documents, all           the foregoing to be
in form and substance satisfactory to Bank and its counsel           and executed as
required by Bank and its counsel. Each Subsidiary that becomes a           Guarantors
shall then consent to the filing by Bank of Financing Statements in           respect of
the Subsidiarys Collateral.

7.4.5.              The
Subsidiary shall have delivered the following documents to the Bank, each of
          which shall be certified as of the date on which it is to become a Guarantor,
by           its secretary or representative performing similar functions: (1) copies of
          evidence of all actions taken by the Subsidiary to authorize the execution and
          delivery of the Guaranty; (2) copies of the articles or certificate of
          incorporation and bylaws (or comparable organizational documents) of the
          Subsidiary; and (3) a certificate as to the incumbency and signatures of the
          officers executing the Loan Documents.

7.4.6.              The
Bank shall have received a certificate of good standing and qualification           (or
similar instrument) issued by the appropriate state official of the state of
          incorporation of the Subsidiary, dated within 30 days of the date of the
          applicable Loan Documents.

7.4.7.              The
Lender shall have received a listing and aging of Accounts of the           Subsidiary, a
listing of accounts payable of the Subsidiary, a report setting           forth the
status of all contracts relating to its Eligible Accounts and such           other
financial information of such Subsidiary as may be requested by the Bank           from
time to time, all of which shall be of a current date and shall be in form           and
substance satisfactory to the Bank.

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7.4.8.              If
required by the Bank, the Bank shall have received a satisfactory field
          examination of the Collateral and internal control systems of the Subsidiary
          performed by a consultant selected by the Bank, and the Borrower shall have
          reimbursed the Bank for the cost of such consultant.

7.5.    Indebtedness.
Borrower shall not, and shall not permit any of its           Subsidiaries to, create,
incur, assume or be or remain liable with respect to           any Indebtedness, other
than Permitted Indebtedness. With respect to           Indebtedness described in clause
(iii) of the definition of Permitted           Indebtedness in Attachment 1, to
the extent not specifically prohibited           by the terms of such Indebtedness, Bank
shall have a subordinate lien in and to           all equipment and property financed or
acquired with such Indebtedness.

7.6.    Encumbrances.
Borrower shall not, and shall not permit any of its           Subsidiaries to, create,
incur, assume or allow any Lien with respect to the           Collateral or any interest
therein or in any of its other properties or assets,           or assign or otherwise
convey any right to receive income, including the sale of           any Accounts, except
for Permitted Liens, or covenant to any other Person that           Borrower or any such
Subsidiary in the future will refrain from creating,           incurring, assuming or
allowing any Lien with respect to any of the property of           Borrower or any such
Subsidiary.

7.7.    Judgments.
Borrower shall not, and shall not permit any of its           Subsidiaries to, permit a
judgment for the payment of money to be entered           against it which judgment
Borrower or any such Subsidiary permits to remain           unsatisfied or unstayed for a
period of thirty (30) days after the same is           entered against Borrower or such
Subsidiary.

7.8.    Distributions.
Borrower shall not pay any dividends or make any other           distribution or payment
on account of or in redemption, retirement or purchase           of any capital stock or
other equity interest in Borrower without Banks           prior written approval,
and Borrower shall not set apart assets for a sinking or           other analogous fund
for the purchase, redemption, retirement and other similar           or dissimilar
acquisition of, any capital stock or other equity interest in           Borrower without
Banks prior written approval. No Subsidiary shall pay any           dividends or
make any other distribution or payment on account of or in           redemption,
retirement or purchase of any capital stock or other equity interest           in such
Subsidiary, other than to Borrower.

7.9.    Investments.
Borrower shall not directly or indirectly acquire or own, or           make any
Investment in or to any Person, other than its existing ownership of           the
capital stock of IL, NBIL, ORC and Chesapeake, and its acquisition of the
          capital stock of another Person in connection with a Permitted Acquisition. No
          Subsidiary shall directly or indirectly acquire or own, or make any Investment
          in or to any Person.

7.10.    Loans.
Borrower shall not, and shall not permit any of its Subsidiaries           to, make or
commit to make any advance, loan, extension of credit or capital           contribution
to, or purchase of any stock, bonds, notes, debentures or other           securities of
any Person, other than the acquisition by Borrower of the capital           stock of
another Person in connection with a Permitted Acquisition.

7.11.    Loans
to Officers. Borrower shall not, and shall not permit any of its
          Subsidiaries to, make any loan or advance directly or indirectly for the
benefit           of any past, present, or future stockholder, director, officer,
executive,           manager, member, partner or employee of Borrower or any of such
Subsidiaries,           other than employee relocation loans, employee bridge loans and
other incidental           loans to employees, all in the ordinary course of business.

7.12.    Compensation.
Borrower shall not, and shall not permit any of its           Subsidiaries to, pay any
compensation to any past, present and future           shareholder, director, officer,
executive, member, manager, partner and           employee, whether through salary, bonus
or otherwise, in excess of industry           standards and norms.

7.13.    Transactions
with Affiliates. Borrower shall not, and shall not permit           any of its
Subsidiaries to, directly or indirectly enter into or permit to exist           any
material transaction with any Affiliate of Borrower or any of such           Subsidiaries
except for transactions that are in the ordinary course of           Borrowers or
such Subsidiarys business, upon fair and reasonable           terms that are no
less favorable to Borrower or such Subsidiary than would be           obtained in an arms
length transaction with a non-affiliated Person.

7.14.    Subordinated
Debt. Borrower shall not, and shall not permit any of its           Subsidiaries to,
make any payment in respect of any Subordinated Debt except in           compliance with
the terms of such Subordinated Debt as approved by Bank, or           amend any provision
contained in any documentation relating to the Subordinated           Debt without Banks
prior written consent.

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7.15.    Inventory
and Equipment. Borrower shall not, and shall not permit any of           its
Subsidiaries to, store its Inventory and shall not, nor permit any of its
          Subsidiaries to, store its Equipment with a bailee, warehouseman or similar
          person unless Bank has received a pledge of the warehouse receipt covering such
          Inventory or Equipment. Except for Inventory sold in the ordinary course of
          business and except for such other locations as Bank may approve in writing,
          Borrower shall not, and shall not permit any of its Subsidiaries to, move or
          relocate its Inventory and shall not move or relocate its Equipment from the
          location or locations identified in the Certificate of Borrower and such other
          locations of which Borrower gives Bank prior written notice and as to which
          Borrower signs and files a Financing Statement where needed to perfect
          Banks security interest.

7.16.    Licenses.
Borrower shall not, and shall not permit any of its           Subsidiaries to, become
bound by any license, agreement or other record which           would have a Material
Adverse Effect.

7.17.    Compliance.
Borrower shall not, and shall not permit any of its           Subsidiaries to, become or
be controlled by an investment company,           within the meaning of the
Investment Company Act of 1940 (as amended), or become           principally engaged in,
or undertake as one of its important activities, the           business of extending
credit for the purpose of purchasing or carrying margin           stock, or use the
proceeds of any Credit Extension for such purpose.

7.18.    Negative
Pledge Agreements. Borrower shall not, and shall not permit any           of its
Subsidiaries to, permit the inclusion in any contract to which it becomes           a
party of any provisions that could restrict or invalidate the creation of a
          security interest in Borrowers or any Guarantors rights and
          interests in any Collateral.

7.19.    Capital
Expenditures. Borrower shall not, and shall not permit any of its
          Subsidiaries to, make Capital Expenditures in excess of $250,000 in the
          aggregate for Borrower and its Subsidiaries in an individual fiscal year of
          Borrower, or $500,000 in the aggregate for Borrower and its Subsidiaries during
          the term of the Credit Facilities.

7.20.    Software
Development Costs. Borrower shall not, and shall not permit any           of its
Subsidiaries to, pay costs or make expenditures in respect of software
          development in excess of $250,000 for Borrower and its Subsidiaries in an
          individual fiscal year of Borrower, or $500,000 in the aggregate for Borrower
          and its Subsidiaries during the term of the Credit Facilities.

Section 8. Events Of
Default and Remedies.

8.1.    Events
of Default. The occurrence of any one or more of the following           events shall
constitute an Event of Default hereunder: (i) the           occurrence of any
event of default or default condition under any of the           Obligations, including
Borrowers failure to pay within five (5) Business           Days following its due
date, any payment of the principal of or interest on any           of the Obligations, or
any other sums due thereunder, whether fees, charges,           premiums or costs and
expenses; (ii) Borrowers or any Guarantors           breach of or default
under any of the terms, conditions or covenants contained           in this Agreement or
in any of the other Loan Documents to which it is a party;           (iii) the actual or
threatened demolition, injury or waste to the Collateral, or           any material part
thereof, which, in the sole opinion of Bank, may impair its           value, or the
actual or threatened decline in value of the Collateral or any           material part
thereof; (iv) Borrowers or any Subsidiarys assets, or           any material
part or portion thereof, are attached, seized, subjected to a writ           or distress
warrant, or are levied upon, or come into the possession of any           trustee,
receiver or person acting in a similar capacity and such attachment,           seizure,
writ or distress warrant or levy has not been removed, discharged or           rescinded
within ten (10) BusinessDays, or if Borrower or any Subsidiary           is
enjoined, restrained or in any way prevented by court order from continuing           to
conduct all or any material part of its business affairs, or if a judgment or
          other claim becomes a lien or encumbrance upon any material portion of
          Borrowers or any Subsidiarys assets, or if a notice of lien, levy
or           assessment is filed of record with respect to any of Borrowers or any
          Subsidiarys assets by any Governmental Authority, and the same is not
paid           within ten (10) BusinessDays after Borrower or such Subsidiary
receives           notice thereof, provided that none of the foregoing shall constitute
an Event of           Default where such action or event is stayed or an adequate bond
has been posted           pending a good faith contest by Borrower; (v) the insolvency of
Borrower or any           Person obligated for payment of any of the Obligations or any
parts or portions           thereof (including, without limitation, any Guarantor), or
the appointment of a           receiver for, or the filing of a petition of bankruptcy by
or against Borrower           or any Person obligated for payment of any of the
Obligations or any parts or           portions thereof (including, without limitation,
any Guarantor); (vi)           Borrowers default under the terms of any instrument
or other agreement to           which this Agreement or any of the other Loan Documents
is subordinate or which           is subordinate to this Agreement or any of the other
Loan Documents; (vii)           default by Borrower in keeping, performing or observing
any term, covenant,           agreement or condition of any Commitment upon which all or
any portion of any of           the Obligations were predicated; (viii) the occurrence of
any event of default           or default condition under any other Loan Document; (ix)
any false statement,           misrepresentation or withholding of facts by Borrower or
any other Person in any           loan application or other document provided by Borrower
or any other Person to           Bank or its agents, including any misrepresentation made
in this Agreement, or           in any presentation made by Borrower or any other Person
to Bank or its agents,           as to any matter relied upon by Bank in evaluating
whether to extend financing           to Borrower; (x) default by Borrower under any
other Indebtedness or other           obligation now owing or which hereafter arises and
is owing to Bank or any other           creditor, or default by any of Borrowers
Affiliates (including, without           limitation, any Guarantor) under any
Indebtedness or other obligation now owing           or which hereafter arises and is
owing to Bank or any other creditor; (xi) a           Change in Ownership of any
Subsidiary of Borrower without Banks prior           written approval; or (xii) a
Change in

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Management of Borrower or any of
its           Subsdiaries; or (xiii) either of Steve Komar (Chairman) or James McCubbin
          (Secretary, Vice President and Chief Financial Officer) is no longer active in
          the management of the Borrower; or (xiv) Daniel Turissini of ORC is no longer
          active in the management of ORC; or (xv) (A) any Borrower or any Subsidiary
          shall be debarred or suspended from any contracting with the Government; or (B)
          a notice of debarment or notice of suspension shall have been issued to any
          Borrower or any Subsidiary; or (C) a notice of termination for default or the
          actual termination for default of any Material Agreement or any Government
          Contract, shall have been issued to or received by any Borrower or any
          Subsidiary; or (xvi) a determination by Bank that the prospect of payment or
          performance by Borrower or any other Person (including, without limitation, any
          Guarantor) under all or any of the Loan Documents is insecure or that a
material           adverse change in the financial condition of Borrower or any Person
obligated           for payment of the Credit Facilities (including, without limitation,
any           Guarantor) or any parts or portions thereof has occurred since the date of
this           Agreement.

8.2.    Rights
and Remedies. If an Event of Default shall occur under this           Agreement, in
addition to any other rights and remedies which may be available           to Bank and
without limiting any other rights and remedies granted to Bank in           this
Agreement, the other Loan Documents and at law and in equity, including,
          without limitation, the rights and remedies provided to Bank under the Code,
          which rights and remedies are fully exercisable by Bank as and when provided
          herein and therein, Bank shall have the rights and remedies set forth below in
          this Section 8.2, any and all of which it may exercise at its election,
          without notice of its election and without demand subject, however,
to the following: (i) with respect to those Events of Default           under clauses
(ii), (iii), (vi), (v), (vi), (vii), (viii), (x), (xi) and (xii)           of Section
8.1. above which are non-monetary (i.e., events that require           substantially
more than the payment of money), or any other non-monetary events           defined as an
Event of Default in a Section of this Agreement other           than Section
8.1., unless Bank in good faith deems it necessary to           undertake immediate
actions to maintain, protect or preserve the Collateral, or           its liens and
security interests or other rights under this Agreement or any of           the other
Loan Documents, Bank shall refrain from exercising the rights and           remedies set
forth below in this Section 8.2. if, within thirty (30) days           after
receipt of written notice of the occurrence or existence of any of such           Events
of Default from the Bank, Borrower cures or otherwise fully remedies all           of the
Events of Default for which it has received notice; (ii) if Borrower does           not
cure or otherwise fully remedy all of the Events of Default and other events
          for which it has received notice within said thirty (30) day period, Bank may
          thereafter, without any additional demand or notice to Borrower or any other
          Person, exercise any one or more of the rights and remedies set forth below in
          this Section 8.2.; and (iii) if Borrower has received notice of and
cured           an Event of Default or another event, and the event for which Borrower
received           such notice, or an event similar thereto, occurs, exists or arises
within one           year (i.e., 356 days) following the date of the notice received by
Borrower,           Bank shall not be under any obligation to provide Borrower notice of
such Event           of Default or other event, or an opportunity to cure before Bank
exercises any           one or more of the rights and remedies set forth below in this Section
          8.2.

8.2.1.    Acceleration
of Obligations. Bank may, at its option, accelerate and           declare immediately
due and payable the Obligations, as well as any of and all           of the other
indebtedness and obligations owing under this Agreement and the           other Loan
Documents that are not already due hereunder and that are not already           due
thereunder. If there is more than one Obligation, Bank may accelerate and
          declare immediately due and payable all of the Obligations, or Bank may from
          time to time and at any number of times after the occurrence of an Event of
          Default, accelerate and declare immediately due and payable any one or more of
          the Obligations as Bank in its discretion elects to accelerate.

8.2.2.    Protection
of Collateral. Bank may make such payments and do or cause to           be done such
acts as Bank considers necessary or advisable to protect the           Collateral and to
preserve, protect, prefect or continue the perfection of its           security interest
in the Collateral, including managing all or any part or parts           of the
Collateral. Borrower agrees to assemble the Collateral if Bank so           requires and
to make the Collateral available to Bank as Bank may designate.           Borrower
authorizes Bank and its representatives to enter the premises where the
          Collateral is located, to do, among other things Bank deems necessary or
          advisable, the following: (i) take and maintain possession of the Collateral,
or           any part or parts of it, (ii) pay, purchase, contest or compromise any
          encumbrance, charge or lien which in Banks determination appears to be
          prior or superior to its security interest, and (iii) pay all costs and
expenses           incurred in connection with any of the foregoing. With respect to any
of           Borrowers premises, Borrower hereby grants Bank a license to enter
into           possession of such premises and to occupy the same, without charge, in
order to           exercise any of Banks rights and remedies provided herein, at
law, in           equity and otherwise.

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8.2.3.    Sale
and Disposition of Collateral. Bank, directly and through others on           its
behalf, may ship, reclaim, recover, store, finish, maintain, repair, prepare
          for sale, advertise for sale and sell the Collateral, or part or parts thereof,
          for cash or on terms, at one or more private or public sales held at such place
          or places as Bank determines to be commercially reasonable, after having
          complied with the provisions of this Agreement, the other Loan Documents and
          applicable Requirements of Law relating to sale of the Collateral, including,
          without limitation, the requirements of the Code. Bank is hereby irrevocably
          granted a license or other right, pursuant to the provisions of this Section
          8.2, to use, without charge, Borrowers labels, patents, copyrights,
          rights of use of any name, trade secrets, trade names, trademarks, service
          marks, advertising matter and any property of a similar nature, together with
          the right of access to all tangible or electronic media in which any of the
          foregoing may be recorded or stored, in completing production of, management
of,           advertising for sale and selling any Collateral and, in connection with
          Banks exercise of its rights under this Section 8.2,
          Borrowers rights under all licenses and all franchise agreements shall
          inure to Banks benefit. Borrower hereby agrees: (i) that ten (10) days
          notice of any intended sale or disposition of any Collateral is commercially
          reasonable; (ii) that a shorter period of notice will be commercially
reasonable           if Bank, in its opinion, deems it necessary to move more
expeditiously with           disposition of the Collateral or any part thereof; and (iii)
that the foregoing           shall not require a notice if no notice is required under
the Code. Bank may           credit bid and purchase at any sale or sales. The proceeds
of any sale of, and           other realization upon, all and any part of the Collateral
shall be applied by           Bank against the Obligations and other indebtedness and
obligations due Bank           under this Agreement and the other Loan Documents in the
order of priorities as           Bank determines in its sole discretion, unless
applicable Requirements of Law           require a different application of payments, and
then they shall be applied in           accordance with applicable Requirements of Law.
Any deficiency that exists after           disposition of the Collateral as provided
above will be paid immediately by           Borrower, without demand by Bank, but this
provision shall not require Bank to           first dispose of the Collateral before
attempting to recover payment of the           Obligations from Borrower or any other
Person.

8.2.4.    Discontinuance
of Proceedings; Position of Parties Restored. If Bank           shall have proceeded
to enforce any right or remedy under the Loan Documents by           foreclosure, entry,
or otherwise and such proceedings shall have been           discontinued or abandoned for
any reason, or such proceedings shall have           resulted in a final determination
adverse to Bank, then and in every such case           Borrower and Bank shall be
restored to their former positions and rights           hereunder, and all rights, powers
and remedies of Bank shall continue as if no           such proceedings had occurred or
had been taken.

8.3.    Demand
Obligations. Notwithstanding anything else in this Agreement to           the
contrary, if any of the Obligations are payable on demand by Bank, then, in
          such event, there are no conditions precedent to Banks right to demand
          payment of such Obligations, in whole or in part, at any time and from time to
          time, without prior notice, until the entire unpaid balance outstanding under
          such Obligations, including principal, interest, fees, premiums, charges and
          costs and expenses are paid in full. And, there are no conditions precedent to
          Bank exercising any of and all of its other rights and remedies at such time or
          times as it deems necessary or appropriate to recover full payment of the
          Obligations, including the exercise of any of and all of its rights and
remedies           set forth in Section 8.2 above, the exercise of any of and all
of its           other rights and remedies granted to it under the Loan Documents and the
          exercise of any of and all of its rights and remedies at law and in equity

Section 9. General
Provisions.

9.1.    Incorporation
of Exhibits. All exhibits, schedules, addenda and other           attachments to this
Agreement are by this reference incorporated herein and made           a part hereof as
if fully set forth in the body of this Agreement. Headings of           Sections are for
convenience only. Unless the context clearly indicates           otherwise, reference to
a Section includes that Section and all Sections which           are numbered as
subsection of such Section (e.g. a reference to Section 8.2           includes Sections
8.2.1. through 8.2.4.).

9.2.    Maintenance
of Records by Bank. Borrower acknowledges and agrees that           Bank is
authorized to maintain, store and otherwise retain the Loan Documents or           any of
them in their original, inscribed tangible form or a record thereof in an
          electronic medium or other non-tangible medium which permits such record to be
          retrieved in a perceivable form; that a record of any of the Loan Documents in
a           non-tangible medium which is retrievable in a perceivable form shall be the
          agreement of Borrower to the same extent as if such Loan Document was in its
          original, inscribed tangible medium and such a record shall be binding on and
          enforceable against Borrower.

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9.3.    Credit
Investigations; Sharing of Information. Bank is irrevocably           authorized by
Borrower to make or have made such credit investigations as it           deems
appropriate to evaluate Borrowers credit or financial standing, and
          Borrower authorizes Bank to share with consumer reporting agencies and
creditors           its experiences with Borrower.

9.4.    Bank
Expenses. Notwithstanding anything in this Agreement or any of the           other
Loan Documents to the contrary, Bank may at any time or times during the           term
of this Agreement make such payments and do or cause to be done such acts           as
Bank considers necessary or advisable to protect the Collateral and to
          preserve, protect, perfect or continue the perfection of its security interest
          in the Collateral or any part or parts thereof. Any amounts paid by Bank in
          furtherance of the foregoing shall constitute Bank Expenses, shall be
          immediately due and payable by Borrower, shall bear interest at the Default
Rate           from the date of payment or deposit and shall be secured by the
Collateral.

9.5.    Waiver
of Appraisal and Other Rights by Borrower. Borrower hereby waives,           to the
extent permitted by law, the benefit of all appraisal, valuation, stay,
          extension, reinstatement and redemption laws now in force and those hereafter
in           force and all rights of marshalling in the event of any sale hereunder of
the           Collateral or any part or any interest therein.

9.6.    Remedies
Cumulative; No Waiver by Bank. Banks rights and remedies           under this
Agreement, the Other Loan Documents and all other agreements shall be
          cumulative and may be exercised successively, concurrently, alternatively and
in           any other order and at such time or times as Bank elects in its discretion.
Bank           shall have all other rights and remedies not inconsistent herewith as
provided           under the Code, by law and in equity. No exercise by Bank of one right
or remedy           shall be deemed an election, and no waiver by Bank of any Event of
Default on           Borrowers part shall be deemed a continuing waiver. No delay
by Bank shall           constitute a waiver, election or acquiescence by it. No waiver by
Bank shall be           effective unless made in a written document signed on behalf of
Bank and then           shall be effective only in the specific instance and for the
specific purpose           for which it was given.

9.7.    Jurisdiction;
Waiver of Jury Trial. This Agreement and the other Loan           Documents shall be
governed by and construed in accordance with the substantive           laws of the
Commonwealth of Virginia, excluding, however, the conflict of law           and choice of
law provisions thereof. Borrower, to the extent permitted by           law, waives any
right to a trial by jury in any action arising from or related           to this
Agreement and any of the other Loan Documents.

9.8.    Relationship
of Parties; Successors and Assigns. The covenants, terms and           conditions
herein contained shall bind, and the benefits and powers shall inure           to, the
respective heirs, executors, administrators, successors and assigns of           the
parties hereto. If two or more persons or entities have joined as Borrower,
          each of the persons and entities shall be jointly and severally obligated to
          perform the conditions and covenants herein contained. The term Bank          shall
include any payee of the Obligations hereby secured and any transferee or
          assignee thereof, whether by operation of law or otherwise, and Bank may
          transfer, assign or negotiate all or any of the Obligations secured by this
          Agreement from time to time without the consent of Borrower and without notice
          to Borrower. Borrower waives and will not assert against any transferee or
          assignee of Bank any claims, defenses, set-offs or rights of recoupment which
          Borrower could assert against Bank, except defenses which Borrower cannot
waive.

9.9.    Notices.
Unless otherwise provided in this Agreement, all notices or           demands by any
party relating to this Agreement or any other agreement entered           into in
connection herewith shall be in writing and (except for financial           statements
and other informational documents which may be sent by first-class           mail,
postage prepaid) shall be personally delivered or sent by a recognized
          overnight delivery service, or by certified mail, postage prepaid, return
          receipt requested, or by facsimile to Borrower or to Bank, as the case may be,
          at their respective addresses as set forth on the signature page of this
          Agreement. The parties may change the address at which they are to receive
          notices hereunder by notice in writing in the foregoing manner given to the
          other.

9.10.    Amendments
in Writing; Integration. Subject to the exercise by Bank of           its rights and
remedies as set forth in this Agreement and without limiting any           of such rights
and remedies, this Agreement may not be modified, amended,           waived, extended,
changed, discharged and terminated orally or by any act or           failure to act on
the part of Borrower or Bank, but only by an agreement in           writing signed by the
party against whom enforcement of any modification,           amendment, waiver,
extension, change, discharge and termination is sought. All           prior agreements,
understandings, representations, warranties and negotiations           between the
parties hereto with respect to the subject matter of this Agreement,           if any,
are merged into this Agreement and the other Loan Documents.

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9.11.    Counterparts.
This Agreement may be executed in any number of           counterparts and by different
parties on separate counterparts, each of which,           when executed and delivered,
shall be deemed to be an original, and all of           which, when taken together, shall
constitute but one and the same Agreement.

9.12.    Time
of Essence. Time is of the essence for the performance of all of           Borrowers
covenants and agreements set forth in this Agreement and each of           the other Loan
Documents.

# [THE NEXT PAGE IS THE
SIGNATURE PAGE]

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IN WITNESS WHEREOF, the parties have
caused this agreement to be executed with authority duly obtained, as of the date first
written above.

|WIDEPOINT CORPORATION, a Delaware corporation                | Witness:                                         
|------------------------------------------------------------ | -------------------------------------------------
|                                                             |                                                  
|By:___________________________________________               | ______________________________________________   
|Print Name: James McCubbin                                   | Print Name: _____________________________________
|Title: Secretary, Vice President and Chief Financial Officer |                                                  
|                                                             |                                                  
|Address:                                                     |                                                  
|One Lincoln Centre                                           |                                                  
|18W 140 Butterfield Road, #1100                              |                                                  
|Oakbrook Terrace, Illinois 60181                             |                                                  

|RBC CENTURA BANK                               | 
|---------------------------------------------- | 
|                                               | 
|                                               | 
|By:___________________________________________
|Name: Greg Wheeless                           
|Title: Northern Virginia Market Executive     
|                                               | 
|Address:                                       | 
|8045 Leesburg Pike                             | 
|Suite 260                                      | 
|Vienna, Virginia 22182                         | 
|Fax: 703-827-0776                              | 

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# Attachment 1 
Definitions

Accounts shall
have the meaning set forth in subparagraph (i) on Attachment 2 to this Agreement,
and shall include any such property and property rights in which any Guarantor grants a
security interest in favor of the Bank under any Loan Documents to which such Guarantor is
a party.

Affiliate means,
with respect to any Person, any Person that owns or controls directly or indirectly such
Person, any Person that controls or is controlled by or is under common control with such
Person, and each of such Persons senior executive officers, directors, managers,
members or partners.

Agreement means
this Loan and Security Agreement (C & I), and any and all amendments, modifications,
renewals, extensions, replacements and substitutions thereof and therefor.

At-Risk Work means
work performed under Government Contracts, or any other contract, (a) for which funds have
not been appropriated and allocated, (b) that have not been awarded or (c) for
which all required contract documents, including any documents required to modify or renew
a contract previously awarded, have not been executed.

Bonded Receivables
means any account receivable arising out of a contract under which the performance of
Borrower or any Guarantor is guaranteed by a surety bond.

Bank means RBC
Centura Bank and its successors, assigns, transferees and the holder of this Agreement and
the other Loan Documents.

Bank Expenses
means all reasonable costs and expenses incurred and suffered by Bank in connection with
the preparation, negotiation, administration and enforcement of the Loan Documents and its
rights and remedies thereunder, including, without limitation, perfection, audit,
inspection, protection and enforcement of Banks security interests in the
Collateral.

Borrower means
WidePoint Corporation, a Delaware corporation, and its successors and permitted assigns.

Borrowers
Books means all of Borrowers books and records including, without
limitation, ledgers, journals, spread sheets, business plans, business projections, tax
returns and accompanying worksheets and notes related thereto, governmental and regulatory
filings and reports and all other records concerning Borrowers assets and
liabilities, the Collateral, business operations and financial condition; and the term
includes media on which such records are stored or maintained, whether electronic,
printed, imbedded in software or other computer programs or on tape files, and the
equipment containing such information.

Borrowing Base
means an amount equal to 85% of Eligible Government Accounts, plus 80% of Eligible
Commercial Accounts, as determined by Bank with reference to the most recent Borrowing
Base Certificate delivered by Borrower.

Borrowing Base
Certificate means a certificate of the Borrower containing a computation of the
Borrowing Base and certifying that no Default has occurred and is continuing, in form and
substance satisfactory to the Bank, and otherwise described as set forth in Section
6.4.5.

Business Day means
any day that is not a Saturday, Sunday or other day on which banks in the Commonwealth of
Virginia are authorized or required to close.

Capital
Expenditures means for any period, with respect to any Person, the aggregate of
any amounts accrued or paid by such Person and its Subsidiaries in respect of any purchase
or other acquisition for value of capital assets and, for greater certainty, excludes
amounts expended in respect of the normal repair and maintenance of capital assets
utilized in the ordinary course of business.

Capitalized Leases
means all leases that have been or should be, in accordance with GAAP, recorded as
capitalized leases.

Change in
Management shall mean the occupation of a majority of the seats (other than
vacant seats) on the respective boards of directors of Borrower or any of its Subsidiaries
by Persons who were neither (i) nominated by the current board of directors or
(ii) appointed by directors so nominated.

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Change in
Ownership shall mean a transaction or series of transactions (a) in which any
Person or Persons who do not, as of the Effective Date own any of the stock of Borrower or
any Subsidiary ordinarily entitled to vote in the election of directors, become
individually or in the aggregate the beneficial owner or owners, directly or indirectly,
of more than ten (10%) percent of the shares of any class or classes of stock outstanding
of Borrower or such Subsidiary ordinarily entitled to vote in the election of directors,
or (b) in which any person or group (within the meaning of Section
13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the beneficial
owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly
or indirectly, of a sufficient number of shares of all classes of stock then outstanding
of Borrower ordinarily entitled to vote in the election of directors, empowering such
person or group to elect a majority of the Board of Directors of
Borrower, who did not have such power before such transaction or series of transactions.

Close or
Closing means the completion of the conditions precedent to the initial
Credit Extension.

Closing Date means
the date of this Agreement, which is the last date on which this Agreement is signed by a
party hereto.

Closing Memorandum and
Checklist is the document referenced by such name in the Section of the
Agreement pertaining to Conditions of Credit Extensions and is the document by such name
which has been executed and delivered by Borrower to Bank contemporaneously with the
execution and delivery of this Agreement by Borrower to Bank.

Code means the
Uniform Commercial Code as in effect, from time to time, in the Commonwealth of Virginia.

Collateral means
the property and property rights described on Attachment 2, and shall include any
property and property rights in which any Guarantor grants a security interest in favor of
the Bank under any Loan Documents to which such Guarantor is a party.

Commitment means
the letter dated October 12, 2004, under which Bank committed to enter into this Agreement
with Borrower, and accepted by the Borrower on October 18, 2004. The Commitment is one of
the Loan Documents and to the extent there is an irreconcilable conflict between this
Agreement and the Commitment, this Agreement shall control.

Committed Revolving
Line means Credit Extensions of up to $5,000,000; provided, however, that
Commited Revolving Line shall mean Credit Extensions of up to $2,500,000 until
such time as Zegato Solutions, Inc. (Zegato), has both become a
Subsidiary of the Borrower and has executed and delivered the Guaranty or a counterpart
thereof.

Compliance
Certificate shall have the meaning set forth in Section 6.4.6.

Contingent Obligation
or Contingent Liabilities means, as applied to any Person, any direct
or indirect liability, contingent or otherwise, of that Person with respect to (i) any
account, instrument, chattel paper, document, general intangible, indebtedness, lease,
dividend, letter of credit, letter of credit right or other obligation of another Person,
including, without limitation, any such obligation directly or indirectly guaranteed,
endorsed, co-made or discounted or sold with recourse by that Person, or in respect of
which that Person is otherwise directly or indirectly liable; (ii) any obligations with
respect to undrawn letters of credit issued for the account of that Person; and (iii) all
obligations arising under any interest rate, currency or commodity swap agreement,
interest rate cap agreement, interest rate collar agreement, or other agreement or
arrangement designated to protect a Person against fluctuation in interest rates, currency
exchange rates or commodity prices; provided, however, that the term Contingent
Obligation shall not include endorsements for collection or deposit in the ordinary
course of business. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determined amount of the primary obligation in respect of
which such Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by such Person in good
faith; provided, however, that such amount shall not in any event exceed the maximum
amount of the obligations under the guarantee or other support arrangement.

Contract
Assignments means (i) execution by the Borrower or a Guarantor and delivery to
the Bank of such assignments and acknowledgments as the Bank shall require with respect to
the Borrowers contracts to provide for receivable payments to be made by Customers
directly to the Bank and (ii) receipt by the Bank of acknowledged assignments of any
contract with a Customer required by the Bank. Assignments of Government Contracts shall
conform to the requirements of FACA. The Bank shall have the right at any time to require
acknowledged assignments of any contract, regardless of amount or duration.

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Contras means any
account receivable of the Borrower or any Guarantor that is due from a Customer to whom
the Borrower or such Guarantor is indebted.

Corporate
Distributions means, as applied to any Person, any payments to any shareholder,
director, officer, manager, member or partner of that Person, or to any affiliate or
holder of Subordinated Debt of that Person, or to any shareholder, director, officer,
manager, member or partner of any affiliate or holder of Subordinated Debt of that Person,
including, without limitation, bonuses, dividends, salaries or repayment of debt or making
of loans to any such Person, but excluding salaries to officers, managers or other
employees in the ordinary course of business.

Credit Extension
means each Advance, or any other extension of credit by Bank for the benefit of Borrower
hereunder.

Credit Facilities
is a reference to the credit facility or facilities available under this Agreement.

Cross-Aged
Receivables means all account receivables of the Borrower or a Guarantor due
from a Customer if more than 50% of the aggregate amount of all accounts receivable due
from such Customer are aged more than 90 days.

Customer means any
account debtor or other Person obligated on an Account of the Borrower or any Guarantor.

Default Rate means a
rate of interest per annum equal to the contract rate of interest defined as the
Default Rate in the Promissory Note, and if there is more than one Promissory
Note, it shall mean a rate of interest per annum equal to the highest of the contract
rates of interest defined in the Promissory Notes as a Default Rate.

EBITDA means, for
any period, the sum (without duplication) of (a) the consolidated net income (or net loss)
from continuing operations of the Borrower and its Subsidiaries for such period,
plus (b) to the extent deducted in determining net income (or net loss) the sum of
(i) Interest Expense, (ii) income tax expense, (iii) depreciation expense, (iv)
amortization expense, (v) extraordinary or unusual losses deducted in calculating net
income (or net loss) and (vi) any cost of sales arising from a step-up of inventory
values as a result of applying purchase or fresh start accounting, less (c) the sum
of (i) extraordinary or unusual gains added in calculating net income (or net loss), (ii)
all Corporate Distributions in each case determined in accordance with GAAP and (iii)
gains (or losses) on the disposal of assets added in calculating net income (or net loss).

Eligible Accounts
means, as applied to any Person, only those Accounts that are within the meaning of the
term account as defined under the Code, and those of any Person which has the
right to grant a security interest, that arise in the ordinary course of that
Persons business, that comply with all of that Persons representations and
warranties to Bank set forth in this Agreement or the other Loan Documents, and in which
that Person has granted a security interest to the Bank hereunder or under the other Loan
Documents; provided, the Bank may change the standards of eligibility by giving that
Person thirty (30) days prior written notice. Unless otherwise agreed to by Bank,
Eligible Accounts shall not include the following: (i) Accounts of any Person or related
Affiliate or Subsidiary on which the Bank has not yet performed a collateral examination
or where a collateral examination has been performed but where the findings of the
collateral examination are not satisfactory to the Bank; (ii) Accounts that the applicable
account debtor or Customer has failed to pay within 90 days of the initial invoice
(meaning the first invoice relating to the applicable goods shipped or services rendered,
and not any subsequent invoice relating thereto) date; (iii) Accounts owed by any one
Customer, including Subsidiaries and Affiliates, that exceed 20% of total Accounts, except
as approved in writing by the Bank; (iv) Accounts which are Cross-Aged Receivables; (v)
Accounts which have been prebilled to the account debtor or Customer; (vi) Accounts which
have not yet been billed to the account debtor or Customer or which are unbilled; (vii)
Accounts which are for At-Risk Work; (viii) Accounts which are Bonded Receivables;
(ix) Accounts which represent retainages until such time as they are contractually
billed to and due from the account debtor or Customer; (x) Accounts representing or
arising out of holdbacks, the final payment due under a Government Contract, revenues
recognized or costs incurred in excess of approved or allowed reimbursement rates, cost
overruns, unauthorized work or work beyond the scope of a contract, rebillings or
contracts secured by surety bonds; (xi) Accounts which represent the sale of
Inventory subject to security interests; (xii) Accounts with respect to which the account
debtor or Customer is an Affiliate of that Person; (xiii) Accounts with respect to which
the account debtor or Customer is a director, officer, manager, member, employee or agent
of that Person; (xiv) Accounts with respect to which the account debtor or Customer does
not have its principal place of business in the United States, except for Eligible Foreign
Accounts; (xv) Accounts with respect to which the account debtor or Customer is a
foreign government or is a State, or any department, agency or instrumentality of a
foreign government or a State; (xvi) Accounts with respect to which goods are placed on
consignment, guaranteed sale, sale or return, sale on approval, bill and hold, or other
terms by reason of which the payment by the account debtor or Customer may be conditional;
(xvii) Contras; (xviii) Accounts with respect to which that Person is liable to the
account debtor or Customer for goods sold or services rendered by the account debtor or
Customer to that Person, but only to the extent of any amounts owing to the account debtor
or Customer against amounts owed to that Person; (xix) Accounts with respect to which
the account debtor or Customer disputes liability or makes any claim with respect thereto
as to which the Bank believes, in its sole discretion, that there may be a basis for
dispute (but only to the extent of the amount subject to such dispute or claim); (xx)
Accounts due from

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account debtors or Customers that are subject to any insolvency proceeding, are bankrupt, or are
going out of business; or (xxi) Accounts the collection of which the Bank reasonably
determines after inquiry to be doubtful. Notwithstanding anything to the contrary
contained herein, no Accounts of the Borrower, IL, NBIL, ORC, Chesapeake or any other
Guarantor shall be deemed to be Eligible Accounts until the Bank shall have received and
conducted an initial audit of the Collateral (including, without limitation, the Accounts
of the Borrower or the applicable Guarantor), the results of which shall be satisfactory
to the Bank.

Eligible Commercial
Account means an Eligible Account of Borrower or any Guarantor that is not an
Eligible Government Account.

Eligible Foreign
Accounts means Accounts with respect to which the account debtor or Customer
does not have its principal place of business in the United States and that (i) are
supported by one or more letters of credit in an amount and of a tenor, and issued by a
financial institution, acceptable to Bank, (ii) that Bank approves on a case-by-case basis
or (iii) that are supported by third party credit insurance through a company
acceptable to Bank.

Eligible Government
Account means an Eligible Account of Borrower or any Guarantor arising out of a
Government Contract on which the Borrower or a Guarantor is a prime contractor.

Equipment shall
have the meaning set forth in subparagraph (iii) on Attachment 2 to this Agreement,
and shall include any such property and property rights in which any Guarantor grants a
security interest in favor of the Bank under any Loan Documents to which such Guarantor is
a party.

Event of Default
has the meaning assigned in Section 8.

FACA means,
collectively, the Assignment of Claims Act of 1940, as amended, 31 U.S.C. § 3727, 41
U.S.C. § 15, any applicable rules, regulations and interpretations issued pursuant
thereto, and any amendments to any of the foregoing.

Funded Debt means,
at any time, all obligations for borrowed money which bear interest or to which interest
is imputed plus, without duplication, all obligations for the deferred payment of the
purchase of property, all Capitalized Lease obligations and all Indebtedness secured by
purchase money security interests, plus the amount of any Contingent Obligations, but
excluding Postponed Debt, in each case as determined for a Person and its Subsidiaries on
a consolidated basis.

GAAP means
generally accepted accounting principles and practices in effect from time to time as
promulgated by the American Institute of Certified Public Accounts.

Government means
the United States of America or any agency or instrumentality thereof.

Government
Contract means any contract with the Government under which the Borrower or any
Guarantor is a prime contractor or a subcontractor.

Governmental
Authority means any nation or government, any state or other political
subdivision thereof, and any organization exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.

Guarantors means
WidePoint IL, Inc., an Illinois corporation (IL), WP NBIL Inc., an
Illinois corporation (NBIL), Chesapeake Government Technologies, Inc.,
a Delaware corporation (Chesapeake), and Operational Research
Consultants, Inc., a Virginia corporation (ORC), and any other
Subsidiary of the Borrower that may hereafter execute and deliver the Guaranty or a
counterpart thereof; and Guarantor means any of them, individually.

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Guaranty means the
Unconditional Guaranty Agreement, of even date herewith, made by the Guarantors in favor
of the Bank, and any amendments, modifications or supplements thereof, or counterparts
thereto.

Indebtedness means
(i) all liabilities which would be reflected on a balance sheet prepared in accordance
with GAAP, (ii) all indebtedness for borrowed money or the deferred purchase price of
property or services, including without limitation reimbursement and other obligations
with respect to surety bonds and letters of credit, (iii) all obligations evidenced by
notes, bonds, debentures or similar instruments, (iv) all Capitalized Lease obligations
and (v) all Contingent Obligations, in each case as determined for a Person and its
Subsidiaries on a consolidated basis, without duplication.

Insolvency
Proceeding means any proceeding commenced by or against any person or entity
under any provision of the United States Bankruptcy Code, as amended, or under any other
bankruptcy or insolvency law, including assignments for the benefit of creditors, formal
or informal moratoria, compositions, extension generally with its creditors, or
proceedings seeking reorganization, arrangement or other relief.

Interest
Expense means, for any period, the total of the costs of advances
outstanding under Indebtedness for such period including (i) interest charges, (ii)
capitalized interest, (iii) the interest component of Capitalized Leases, (iv) fees
payable in respect of letters of credit and letters of guarantee, and (v) discounts
incurred and fees payable in respect of bankers acceptances, in each case as
determined for a Person and its Subsidiaries on a consolidated basis, without duplication.

Inventory shall
have the meaning set forth in subparagraph (ii) on Attachment 2 to this Agreement,
and shall include any such property and property rights in which any Guarantor grants a
security interest in favor of the Bank under any Loan Documents to which such Guarantor is
a party.

Investment means
any beneficial ownership of (including stock, partnership interest, membership interest or
other securities) any Person, or any loan, advance or capital contribution to any Person.

IRC means the
Internal Revenue Code of 1986, as amended, and the regulations thereunder.

Knowledge means
actual knowledge or such level of knowledge or awareness as would be obtained or should
have been known at the time by a prudent business person under substantially similar
circumstance after diligent investigation.

Lien means any
mortgage, lien, deed of trust, deed to secure debts, charge, pledge, security interest or
other encumbrance and the term security interest and Lien shall be
interchangeable, as necessary or appropriate.

Loan Documents
means, collectively, this Agreement, any instruments, including promissory notes, executed
and delivered by Borrower to Bank, and any one or more of the following entered into by
Borrower and Bank, or by Borrower for the benefit of Bank, or by another Person and Bank
or by another Person (including, without limitation, any Guarantor) for benefit of Bank in
connection with the Agreement or any of the Obligations, together with any and all
renewals, extensions, amendments, modifications, replacements and substitutions thereof
and therefor: mortgages, deeds to secure debt, deeds of trust, security agreements,
negative pledge agreements, pledge agreements, guaranty agreements (including, without
limitation, the Guaranty), control agreements, hypothecation agreements, documents,
agreements, certificates (including, without limitation, the Certificate of Borrower) and
other records.

Loan Payment/Advance Request
Form means the form required by Bank to be submitted by Borrower when requesting
an Advance.

Material Adverse
Effect means a material adverse effect on (i) the business operations or
condition (financial or otherwise) of Borrower or any of its Subsidiaries, or (ii) the
ability of Borrower to repay the Obligations, or (iii) the ability of Borrower or any
Guarantor to perform its obligations under the Loan Documents to which it is a party as
and when required thereunder.

Material
Agreements has the meaning assigned in the Certificate of Borrower.

5

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Negotiable
Collateral means all of Borrowers or any Guarantors present and
future letters-of-credit and letter-of-credit rights of which it is a beneficiary,
instruments (including promissory notes), drafts, securities, documents of title and
chattel paper (including electronic chattel paper), and Borrowers Books relating to
any of the foregoing.

Net Profit means,
for any period, total cash value of sales less total expenses of sale, as determined for a
Person and its Subsidiaries on a consolidated basis in accordance with GAAP.

Obligations means
all indebtedness, including principal, interest, fees, premiums, penalties, charges, Bank
Expenses and other amounts owed to Bank by Borrower pursuant to this Agreement, the other
Loan Documents and any other agreement, document and record, both absolute and contingent,
due and to become due, now existing and hereafter arising, including any interest and fees
that accrue after the commencement of an Insolvency Proceeding and including any
indebtedness, liability and obligation now owing and any indebtedness, liability and
obligation hereafter arising and owing from Borrower to others that Bank has obtained or
may in the future obtain by assignment or otherwise.

ORC Stock means
the stock of ORC purchased Borrower pursuant to the terms of the ORC Stock Purchase
Agreement.

ORC Stock Purchase
Agreement means the agreement between Borrower, ORC and the shareholders of all
of the outstanding stock of ORC, pursuant to which Borrower agrees to purchase all of such
stock of ORC, together with all amendments to such agreement.

Other ORC Stock Purchase
Documents means the documents described or referred to in the ORC Stock Purchase
Agreement and related in any manner to the acquisition of the ORC Stock.

Permitted
Acquisition means, (a) the acquisition by Borrower of the capital stock of
Zegato, provided, however, that (1) Borrower shall have delivered written notice to
the Bank of the closing of such transaction on the same Business Dayas such
consummation, and (2) Borrower is, as of the date of the acquisition, and will be,
after giving effect to the acquisition, in compliance with all representations, warranties
covenants and other provisions of this Agreement and the other Loan Documents, or (b) with
30 days prior written notice to the Bank, the acquisition by Borrower or any of its
Subsidiaries of all or substantially all of the capital stock or property of another
Person, provided, however, that (1) the gross revenues of such Person do not, for the
12-month period preceding the proposed date of the acquisition, exceed 25% of the gross
revenues of the Borrower for the same period, (2) Borrower is, as of the proposed
date of the acquisition, and will be, after giving effect to the proposed acquisition, in
compliance with the financial covenants set forth herein, and (3) Borrower funds such
acquisition using its existing equity or the proceeds of newly issued equity or
Subordinated Debt.

Permitted
Indebtedness means: (i) Indebtedness of Borrower in favor of Bank arising under
this Agreement or any other Loan Document; (ii) Indebtedness existing on the Closing Date
which is disclosed in the Schedule; (iii) Indebtedness not to exceed Five Hundred
Thousand and No/100 Dollars ($500,000.00) in the aggregate for Borrower and its
Subsidiaries, secured by a lien described in clause (iii) of the defined term
Permitted Liens, provided such Indebtedness does not exceed the lesser of the
cost or fair market value of the Equipment financed with such Indebtedness; (iv)
Subordinated Debt; (v) trade payables incurred and otherwise paid in the ordinary course
of business in accordance with their normal and customary stated terms; (vi) Capitalized
Leases; and (vii) operating leases.

Permitted Liens
means the following: (i) any Liens existing on the Closing Date and disclosed in the
Schedule or arising under this Agreement or the other Loan Documents; (ii) Liens for
taxes, fees, assessments or other governmental charges or levies, either not delinquent or
being contested in good faith by appropriate proceedings and for which Borrower maintains
adequate reserves in accordance with GAAP, provided the same have no priority over any of
Banks security interests; and (iii) Liens incurred in connection with the extension,
renewal or refinancing of the indebtedness secured by Liens of the type described in
clauses (i) through (ii) above, provided that any extension, renewal or replacement Lien
shall be limited to the property encumbered by the existing Lien and the principal amount
of the indebtedness being extended, renewed or refinanced does not increase.

Permitted Transfer
means the conveyance, sale, lease, transfer or disposition by Borrower or any Guarantor
of: (i) Inventory in the ordinary course of business; (ii) non-exclusive licenses and
similar arrangements for the use of the property of Borrower or any Guarantor in the
ordinary course of business; or (iii) surplus, worn-out or obsolete Equipment in the
ordinary and normal replacement program for Equipment under which Banks lien
priority and security interest continues in the replacement Equipment.

6

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Person, or words
importing person, means and includes firms, companies, associations, general partnerships,
limited partnerships, limited liability companies, trusts, business trusts, corporations
and other registered or legal organizations, including public and quasi-public bodies, as
well as individuals; and in this Agreement (i) words in the masculine gender mean and
include correlative words of the feminine and neuter genders and words importing the
singular numbered meaning include the plural number, and vice versa, (ii) the use of the
terms including or included in, or the use of examples generally,
are not intended to be limiting, but shall mean, without limitation, the examples provided
and others that are not listed, whether similar or dissimilar and (iii) terms that are not
defined in this Agreement shall have the meaning ascribed thereto in the Code.

Postponed Debt
means Indebtedness that is fully postponed and subordinated, both as to principal and
interest and on terms satisfactory to the Bank, to the obligations owing to the Bank under
this Agreement.

Promissory Note
means any promissory note or other instrument of Borrower in favor of Bank evidencing any
indebtedness of Borrower to Bank under this Agreement or evidencing any of the other
Obligations, together with any amendments, modifications, extensions, renewals,
substitutions or replacements thereto or therefor.

Requirement of Law
means as to any Person, the certificate of incorporation and by-laws or other
organizational or governing documents of such Person, and any law, treaty, rule, or
regulation, or determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its properties or to
which such Person or any of its properties is subject, either individually, or jointly or
collectively with another Person or Persons.

Responsible
Officer means each of the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer and the Controller of Borrower, or such other officer of
Borrower as is approved in writing by Bank.

Revolving Facility
means the facility under which Borrower may request Bank to issue Advances from time to
time as specified in Section 2 under subsection entitled Credit Extensions
 Revolving Facility.

Revolving Maturity
Date means November 1, 2005.

Schedule means the
schedule of exceptions attached hereto, if any.

Subordinated Debt
means, as applied to any Person, any Indebtedness incurred by that Person that is
subordinated to the Indebtedness owing by that Person to the Bank on terms reasonably
acceptable to the Bank (and identified as being such by that Person and the Bank).

Subsidiary means
any Person with respect to which another Person has the power to vote or direct the voting
of sufficient securities or other interests, including membership interests, to elect a
majority of the board of directors, managers or trustees of the first Person. When used in
this Agreement and the other Loan Documents, the term Subsidiary shall be
deemed to be a reference to a Subsidiary of the Borrower, unless the context otherwise
requires.

Test Period means
a period beginning on the first day of the applicable fiscal year of Borrower and ending
on the period of one, two, three or four fiscal quarters of the Borrower then ended.

7

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# ATTACHMENT 2

|DEBTOR:                                                                  | WIDEPOINT CORPORATION
|------------------------------------------------------------------------ | ---------------------
|SECURED PARTY:                                                           | RBC CENTURA BANK     
|COLLATERAL DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT (C & I)

All of the following described
personal property owned by Borrower and all the following described personal property in
which Borrower has a property interest, both presently existing and hereafter created,
written, produced, developed, acquired or arising, of every nature, kind and description,
wherever located and notwithstanding in whose custody and possession any of the following
may be at any time or times:

(i)       
          all accounts (as such term is defined in Article 9 of the Uniform Commercial
          Code in effect from time to time in the Commonwealth of Virginia) owned by any
          Person and all accounts in which such Person has any rights (including, without
          limitation, rights to grant a security interest in accounts owned by other
          Persons), both now existing and hereafter owned, acquired and arising and, to
          the extent not included in the term accounts as so defined after ascribing a
          broad meaning thereto, all accounts receivable, health-care-insurance
          receivables, credit and charge card receivables, bills, acceptances, documents,
          choses in action, chattel paper (both tangible and electronic), promissory notes
          and other instruments, deposit accounts, license fees payable for use of
          software, commercial tort claims, letter of credit rights and letters of credit,
          rights to payment for money or funds advanced or sold other than through use of
          a credit card, lottery winnings, rights to payment with respect to investment
          property, general intangibles and other forms of obligations and rights to
          payment of any nature, now owing to such Person and hereafter arising and owing
          to such Person, together with (1) the proceeds of all of the accounts and other
          property and property rights described hereinabove, including all of the
          proceeds of such Persons rights with respect to any of its goods and
          services represented thereby, whether delivered or returned by customers, and
          all rights as an unpaid vendor and lienor, including rights of stoppage in
          transit and of recovering possession by any proceedings, including replevin and
          reclamation, and (2) all customer lists, books and records, ledgers, account
          cards, and other records including those stored on computer or electronic media,
          whether now in existence or hereafter created, relating to any of the foregoing;

(ii)       
          all inventory (as such term is defined in Article 9 of the Uniform Commercial
          Code in effect from time to time in the Commonwealth of Virginia) owned by any
          Person and all inventory in which such Person has any rights (including, without
          limitation, rights to grant a security interest in inventory owned by other
          Persons), both now existing and hereafter owned, acquired and arising,
          including, without limitation, inventory in transit, inventory in the
          constructive possession and control of such Person, inventory in the actual
          possession and control of such Person and inventory held by others for such
          Persons account; and, to the extent not included in the term inventory as
          so defined after ascribing a broad meaning thereto, all now existing and
          hereafter acquired goods manufactured or acquired for sale or lease, and any
          piece goods, raw materials, as extracted collateral, work in process and
          finished merchandise, component materials, and all supplies, goods, incidentals,
          office supplies, packaging materials and any and all items used or consumed in
          the operation of the business of such Person or which may contribute to the
          finished product or to the sale, promotion and shipment thereof by such Person
          and by others on the account of such Person, together with (1) the proceeds and
          products of all of the inventory and other property and property rights
          described hereinabove, (2) all additions and accessions thereto and replacements
          and substitutions therefor, (3) all documents related thereto and (4) all
          customer lists, books and records, ledgers, account cards, and other records
          including those stored on computer or electronic media, whether now in existence
          or hereafter created, relating to any of the foregoing;

(iii)       
          all equipment (as such term is defined in Article 9 of the Uniform Commercial
          Code in effect from time to time in the Commonwealth of Virginia) of any Person,
          whether now existing or hereafter owned, acquired or arising, or in which such
          Person now has or hereafter acquires any rights, including, without limitation,
          equipment now in such Persons possession and control, equipment in
          transit, equipment in storage and equipment hereafter acquired by way of
          replacement, substitution, addition or otherwise, and, to the extent not
          included in the term equipment as so defined after ascribing a broad meaning
          thereto, all now existing and hereafter acquired furniture, furnishings,
          fixtures (including, without limitation, those located at, upon or about, or
          attached to, the real estate described herein), machinery, parts, supplies,
          apparatus, appliances, patterns, molds, dies, blueprints, fittings and computer
          systems and related hardware and software of every description, together with
          (1) the proceeds and products of all of the equipment and other property and
          property rights described hereinabove, including, without limitation, insurance
          proceeds and condemnation proceeds, (2) all books and records, abstracts of
          title, leases and all other contracts and agreements relating thereto or used in
          connection therewith and (3) all customer lists, books and records, ledgers,
          account cards, and other records including those stored on computer or
          electronic media, whether now in existence or hereafter created, relating to any
          of the foregoing;

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(iv)       
          all now existing and all hereafter arising general intangibles of any Person ;

(v)       
          all personal property owned by any Person and all personal property in which
          such Person has a property interest, both presently existing and hereafter
          created, written, produced, developed, acquired and arising, of every nature,
          kind and description, wherever located and notwithstanding in whose custody and
          possession any of the foregoing may be at any time or times, which is not
          described above and which is unencumbered as of the Effective Date; and

(vi)       
          all now existing and hereafter arising accessions, products and proceeds,
          including, without limitation, insurance proceeds and condemnation proceeds, of
          any and all of the foregoing property and property rights.

2

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# SCHEDULE OF EXCEPTIONS

Permitted Indebtedness

Permitted Liens