# UNITED
STATESSECURITIES AND EXCHANGE COMMISSION  WASHINGTON, D.C. 20549

# FORM 10-K/A No. 1

Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934

Amendment No. 1 to
Annual Report on Form 10-K for the year ended December 31, 2007

|WIDEPOINT CORPORATION                                  
|-------------------------------------------------------
|(Exact name of registrant as specified in its charter.)

|Delaware                        | 000-23967    | 52-2040275         
|------------------------------- | ------------ | -------------------
|(State or other jurisdiction of | (Commission  | (I.R.S. Employer   
|incorporation or organization)  | File Number) | Identification No.)

|One Lincoln Centre, Oakbrook Terrace, IL | 60181     
|---------------------------------------- | ----------
|(Address of principal executive offices) | (Zip Code)

Registrants phone number, including
area code:      (630) 629-0003

The
undersigned registrant hereby amends the following items, financial statements, exhibits
or other portions of its Annual Report on Form 10-K for the year ended December 31, 2007,
as set forth in the pages attached hereto:

| | Part III | Item 10    | Directors, Executive Officers and Corporate Governance.                                        
| | -------- | ---------- | -----------------------------------------------------------------------------------------------
| |          | Item 11    | Executive Compensation.                                                                        
| |          | Item 12    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
| |          | Item 13    | Certain Relationships and Related Transactions, andDirector Independence.                      
| |          | Item 14    | Principal Accountant Fees and Services.                                                        
| | Part IV  | Item 15(b) | Exhibits                                                                                       

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

|                     | WidePoint Corporation                     
|-------------------- | ------------------------------------------
|Date: April 29, 2008 | By:  /s/ James T. McCubbin                
|                     | James T. McCubbin                         
|                     | Vice President and Chief Financial Officer

1

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INTRODUCTORY NOTE

This Form 10-K/A is being filed as
Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007 and originally filed on April 14, 2008, for purposes of (i)
adding information under Items 10, 11, 12, 13 and 14 of Part III previously incorporated
by reference to the definitive proxy statement to be filed with the SEC pursuant to
Regulation 14A for our 2008 annual meeting of stockholders, and (ii) amending Item 15(b)
to include certifications of the Companys Chief Executive Officer and Chief
Financial Officer as exhibits 31.1A, 31.2A, and 32A attached hereto pursuant to Section
302 of the Sarbanes-Oxley Act and Rule 13a-14(a) under the Securities Exchange Act.

# Part III.

|ITEM 10. | DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|-------- | -------------------------------------------------------

The
following sets forth information regarding the directors, executive officers and certain
significant employees of the Company as of March 31, 2008:

|Name             | Age | Position                                                                                                                 
|---------------- | --- | -------------------------------------------------------------------------------------------------------------------------
|Steve Komar      | 66  | Chief Executive Officer, Director, and Chairman of the Board                                                             
|James McCubbin   | 44  | Vice President, Chief Financial Officer, Secretary and Director                                                          
|James Ritter     | 63  | Director                                                                                                                 
|Morton Taubman   | 64  | Director, Chairman of the Audit Committee                                                                                
|Ron Oxley        | 62  | Director                                                                                                                 
|Otto Guenther    | 66  | Director                                                                                                                 
|George Norwood   | 65  | Director                                                                                                                 
|Mark Mirabile    | 45  | Vice President, Chief Operations Officer and Director                                                                    
|Daniel Turissini | 48  | Vice President, Chief Technology Officer and Chief Executive Officer and President-Operational Research Consultants, Inc.
|Jin Kang         | 43  | President of iSYS LLC.                                                                                                   

Steve
Komar has served as a director since December 1997 and became Chairman of the Board of
Directors in October 2001. Mr. Komar has also served as Chief Executive Officer since
December 2001. From June 2000 until December 2001, Mr. Komar served as a founding partner
in C-III Holdings, a development stage financial services company. From 1991 to June 2000,
Mr. Komar served as Group Executive Vice President of Fiserv, Inc., a company that
provides advanced data processing services and related products to the financial industry.
From 1980 to 1991, Mr. Komar served in a number of financial management positions with
CitiGroup, including the role of Chief Financial Officer of Diners Club International and
Citicorp Information Resources, respectively. Mr. Komar is a graduate of the City
University of New York with a Bachelor of Science Degree in Accounting and holds a Masters
Degree in Finance from Pace University. Mr. Komar serves on the Board of Directors for a
term of three years expiring at the 2008 Annual Meeting of Shareholders.

2

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James
McCubbin has served as a director and as our Secretary and Treasurer since November 1998.
Since August 1998, Mr. McCubbin has also served as our Vice President and Chief Financial
Officer. Prior to that time, from December 1997 to August 1998, Mr. McCubbin served as
Vice President, Controller, Assistant Secretary and Treasurer. Prior to the commencement
of his employment with WidePoint in November 1997, Mr. McCubbin held various financial
management positions with several companies in the financial and government sectors. Mr.
McCubbin presently serves on the Board of Directors of Tianjin Pharmaceutical
Company and is its Audit Committee Chairman. Mr. McCubbin was on the Board of
Directors of Redmile Entertainment until his resignation on March 1, 2008.
Presently, Mr. McCubbin provides financial consulting services to Redmile Entertainment.
Mr. McCubbin is a graduate of the University of Maryland with a Bachelor of Science Degree
in Finance and a Masters Degree in International Management. Mr. McCubbin serves on the
Board of Directors for a term of three years expiring at the 2008 Annual Meeting of
Shareholders.

James
Ritter has served as a director since December 1999 and as Assistant Secretary since
December 2002. Mr. Ritter is also the Chairman of the Compensation Committee and is a
member of the Audit Committee and the Corporate Governance and Nominating Committee. Mr.
Ritter is the retired Corporate Headquarters Chief Information Officer of Lockheed Martin
Corporation. Prior to his retirement in February 2001, Mr. Ritter was employed at Lockheed
Martin Corporation for over 32 years in various positions involving high level IT
strategic planning and implementation, e-commerce development, integrated financial
systems, and large-scale distributed systems. Mr. Ritter serves on the Board of Directors
for a term of three years expiring at the 2009 Annual Meeting of Shareholders.

Morton
Taubman has served as a director since his appointment on March 10, 2006 to serve out the
remaining term of G.W. Norman Wareham who resigned his position on March 7, 2006. Mr.
Taubman is also the Chairman of the Audit Committee and is a member of the Compensation
Committee and the Corporate Governance and Nominating Committee. Mr. Taubman is an
attorney and certified public accountant with an expertise in corporate law, government
contracting and international relations. Prior to forming his own law firm, Mr. Taubman
was the senior vice president and general counsel to DIGICON Corporation, an IT and
telecommunications company. Before joining DIGICON, he was a senior and executive partner
at Ginsburg, Feldman and Bress, LLP an established Washington, D.C. firm that provided
expertise in tax, telecommunications, litigation, federal regulatory issues, capital
reformation, government contracting and international issues. Before that, he was a
founding partner at a number of law firms, was the partner-in-charge of the Washington
D.C. office of Laventhol & Harworth, a partner at Coopers & Lybrand and a special
agent with the U.S. Treasury Department. Mr. Taubman has been an adjunct law professor for
more than 15 years at Georgetown University and George Washington University. He presently
also serves as special corporate counsel to Global Options Group, Inc. and Global Options,
Inc., a company focusing on U.S. federal security services and as general counsel to
Interior Systems, Inc. d/b/a ISI Professional Services, a United States federal
contractor. He holds a bachelors degree in accounting from the University of
Baltimore, a J.D. in Law from the University of Baltimore Law School and a Master of Law
degree from Georgetown. Mr. Taubman serves on the Board of Directors for a term of three
years expiring at the 2010 Annual Meeting of Shareholders.

3

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Ron
Oxley has served as a director since his appointment on August 15, 2006. Mr. Oxley is also
the Chairman of the Corporate Governance and Nominating Committee and is a member of the
Companys Compensation Committee. Mr. Oxley has had a distinguished career within the
U.S. Federal Government and industry. His U.S. federal government career spanned almost 28
years with the Office of the Secretary of Defense and with the Departments of the Navy,
Army and Air Force where he held various senior level executive positions. The last nine
years of his federal career was at the Office of the Secretary of Defense where he
monitored the development of the offices defense-wide strategic vision and
implementation plan for command, control, communications, intelligence, surveillance and
reconnaissance. Subsequent to his U.S. federal government career he also successfully
honed his business skills as a senior level executive with several prominent U.S. federal
government contractors that included Litton/PRC, Emergent Information Technologies and L-3
Communications. Mr. Oxley currently serves as an executive vice president of ARC
International Corporation. ARC specializes in providing domestic and international
middle-market and emerging growth companies with a broad range of strategic advisory
services. Prior to joining ARC in 2004, Mr. Oxley was president and general manager of L-3
Communications Analytics Corporation based in Vienna, Va. L-3 Communications is a provider
of information technology solutions to both industry and government, primarily in the
aerospace and defense arena. Mr. Oxley served in the same capacity at Emergent Information
Technologies, Inc. prior to being acquired by L-3 Communications in November 2001. He came
to Emergent in April 2000, from Litton/PRC Inc, where he was senior vice president of
business development and marketing. Before joining Litton/PRC in 1996, Mr. Oxley spent
more than 28 years in the U.S. federal government, during which he was awarded a series of
Meritorious Service Awards and was nominated for a Presidential Executive Career Award in
1996. Mr. Oxley holds a top secret SCI clearance with life style polygraph. He holds a
Master of Science degree in systems management from the University of Southern California
and a Bachelor of Science degree in business administration from California State
University. He served in the U.S. Army from 1966 to 1968, including a tour of duty in
Vietnam. Mr. Oxley serves on the Board of Directors for a term of three years expiring at
the 2010 Annual Meeting of Shareholders.

4

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Lieutenant
(Ret.) General Otto Guenther, has served as a director since his appointment on August 15,
2007. General Guenther serves as a member of the Corporate Governance and Nominating
Committee and Compensation Committee. He joins the board after a distinguished 34-year
military career, including serving as the Armys first chief information officer,
followed by nearly a decade of exceptional leadership within the federal information
technology industry. His key assignments included the following: commanding general for
Fort Monmouth, NJ, and the Communications Electronics Command; program executive officer
for the Armys tactical communications equipment; project manager for the Tactical
Automated Data Distribution System; and commander for the Defense Federal Acquisition
Regulatory Council. General Guenther recently retired from Northrop Grumman Mission
Systems, where he served as the Sector Vice President and General Manager of Tactical
Systems Division. While there, he oversaw battlefield digitization, command and control,
and system engineering activities for the U.S. Army. Under his leadership, the division
grew to approximately 1,650 employees across several locations and completed over $700
million in acquisitions. Previously General Guenther was general manager of Computer
Associates Internationals Federal Systems Group, a $300 million operation providing
IT products and services to the federal market area. Gen. Guenther was awarded several
honors by the Army, including the Distinguished Service Medal, Legion of Merit (Oak Leaf
Cluster), Defense Superior Service Medal (Oak Leaf Cluster), Joint Service Medal, and Army
Commendation Medal. Recognized for his work within the industry, he also received several
Armed Forces Communications and Electronics Association awards and was inducted into
Government Computer News Hall of Fame. General Guenther received a bachelors degree
in economics from Western Maryland College, now called McDaniel College, and a
masters degree in procurement and contracting from the Florida Institute of
Technology. Shareholders will be asked to ratify the Boards appointment of General Guenther
at the 2008 Annual Meeting of Shareholders for a term expiring at the 2009 Annual Meeting of Shareholders.

Major
(Ret.) General Norwood has served as a director since his appointment on August 15, 2007.
General Norwood is currently President and CEO of Norwood & Associates, Inc. of Tampa,
Fla., which maintains extensive international and U.S. networks of government, military
and private sector contacts while providing technical and strategic planning expertise to
corporations pursuing defense-related opportunities. General Norwood previously served as
Deputy Chief of Staff for the United Nations Command and United States Forces in Korea
from 1995 to 1997. He also served as the U.S. member of the United Nations Commands
Military Armistice Commission responsible for crucial general officer level negotiations
with North Korea. General Norwood served as Commander of the 35th Fighter Wing at Misawa
Air Base in Japan in the early/mid-1990s, and earlier as Deputy Inspector General
and Director of Inspections for the U.S. Air Force in Washington, D. C. Other key
assignments included the following: senior leadership positions in F-16 fighter wings in
Europe; War Reserve Material and Munitions Planning, Programming, and Budgeting expert at
the Pentagon; and F-16 fighter squadron Commander and Operations Officer at Nellis Air
Force Base in Nevada. Norwood also served two combat tours in Southeast Asia in A-1 and
F-4 aircraft. General Norwood currently serves on the boards of directors of Airborne
Tactical Advantage Company and Scalable Network Technologies. He is on the board of
strategic advisors of AtHoc, Inc. Gen. Norwood received a bachelors degree in
mathematics from San Diego State University and a masters degree in business
administration from Golden Gate University. He is a graduate of the National War College
and Defense Language Institute. Shareholders will be asked to ratify the Boards appointment
of General Norwood at the 2008 Annual Meeting of Shareholders for a term expiring at the 2009
Annual Meeting of Shareholders.

5

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Mark
Mirabile has served as Vice President and Chief Operations Officer of WidePoint since
December 2001. From June 2000 to November 2001, Mr. Mirabile served as Vice President of
Sales and Marketing. Prior to that time, from November 1992 to May 2000, Mr. Mirabile
served as the Vice President of Eclipse Information Systems, Inc., a wholly-owned
subsidiary of WidePoint. Mr. Mirabile was a co-founder of Eclipse Information Systems,
Inc. prior to its acquisition by WidePoint in December 1998. Mr. Mirabile has over 20
years experience in IT at both the executive and technical levels. He has an Associates
Degree in Applied Science-Accounting from Daley Community College in Chicago.

Daniel
Turissini has served as the Vice President and Chief Technology Officer of WidePoint since
December 2005. Mr. Turissini has also served as the Chief Executive Officer of Operational
Research Consultants, Inc. (ORC), a wholly-owned subsidiary, since our
acquisition of ORC on October 25, 2004. Mr. Turissini was a founding partner of ORC in
1991 and served as ORCs principle operating officer since its inception. An
innovator in systems engineering and integration, Mr. Turissini has focused in the field
of Information Assurance and Information Security while at ORC. While under his
leadership, ORC has played a key systems integrator role for the DoD Public Key
Infrastructure (PKI), the standard information assurance program being implemented across
all branches of the DoD (a user community of approximately 36 million personnel, devices,
and applications) and has been certified as the first of three certificate authorities for
the Department of Defenses External Certificate Authority (ECA) program and by the
General Services Administration to provide Access Certificates for Electronic Services
(ACES). From 1982 until 1991, Mr. Turissini held various systems engineering and
acquisition management positions in support of the U.S. Federal Government with a variety
of companies including Tracor Applied Sciences, Inc., National Technologies Associates,
Inc., and Gibbs and Cox, Inc. From 1981 to 1982, Mr. Turissini served in the Merchant
Marine on various vessels as Engineer and Mate. Mr. Turissini is a graduate of the United
States Merchant Marine Academy with a Bachelor of Science Degree in Engineering and holds
a Masters of Engineering Administration from The George Washington University.

Mr.
          Kang has served at the President of WidePoint subsidiary iSYS LLC since it
          acquisition in January 2008. He founded the company in 1999 and has
successfully           managed the company as its President from its inception. Mr. Kang
has over 20           years of professional experience in the Federal Government
Information           Technology Services field. Prior to starting iSYS, Mr. Kang was a
Division           Manager for Science Applications International Corporation (SAIC). His
          responsibilities included the Combined DNA Index System (CODIS), a marquee
          program for the FBI Laboratory Division. As the Engineering Manager for
Northrop           Grumman Corporation, Mr. Kang played a critical role in the successful
          management of the Defense Medical Information Systems/Systems Integration,
          Design Development, Operations and Maintenance Services (D/SIDDOMS) contract
          from its inception with zero revenues to a program of $190M in sales. He had
          management responsibility for all personnel and contract performance for the
          D/SIDDOMS contract for U.S. Health Affairs. Mr. Kang received a Bachelor and a
          Masters Degrees in Computer Science and Computer Systems Management from the
          University of Maryland.

6

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Our
executive officers are elected by, and serve at the discretion of, the board of directors.

There
are no family relationships among any of our executive officers or directors.

# Code of Ethics

The
Companys Board of Directors has a code of ethics for the chief executive and
principal financial and accounting officers. The Company has posted a copy of the code on
its website located at www.widepoint.com.

# Audit Committee

The
Company has an Audit Committee. The members of the Audit Committee are:

| |  | Morton
S. Taubman (Chair)
| | - | -------------------------

| |  | James
Ritter
| | - | ------------

| |  | George
Norwood
| | - | --------------

The Audit
Committee met four times in 2007. The primary functions of this Committee are to: appoint
(subject to shareholder approval), and be directly responsible for the compensation,
retention and oversight of, the firm that will serve as independent accountants to audit
our financial statements and to perform services related to the audit (including the
resolution of disagreements between management and the independent accountants regarding
financial reporting); review the scope and results of the audit with the independent
accountants; review with management and the independent accountants, prior to the filing
thereof, the annual and interim financial results (including Managements Discussion
and Analysis) to be included in Forms 10-K and 10-Q, respectively; consider the adequacy
and effectiveness of our internal accounting controls and auditing procedures; review,
approve and thereby establish procedures for the receipt, retention and treatment of
complaints received by WidePoint regarding accounting, internal accounting controls or
auditing matters and for the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters; review and approve related person
transactions in accordance with the policies and procedures of the Company; and consider
the accountants independence and establish policies and procedures for pre-approval
of all audit and non-audit services provided to WidePoint by the independent accountants
who audit its financial statements. At each meeting, Committee members meet privately with
representatives of Moss Adams LLP, our independent accountants, and with WidePoints
Vice President and Chief Financial Officer. The Board has determined that Mr. Taubman, an
independent director, satisfies the accounting or related financial management
expertise requirements set forth in the AMEX Corporate Governance Rules, and has
designated Mr. Taubman as the audit committee financial expert, as such term
is defined by the SEC.

7

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# Nominating Committee

There
have been no material changes to the procedures by which security holders may recommend
nominees to the Board of Directors.

# SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE

Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys
officers and directors, and persons who own more than 10% of a registered class of the
Companys equity securities, to file reports of securities ownership and changes in
such ownership with the Securities and Exchange Commission. Statements of Changes in
Beneficial Ownership of Securities on Form 4 are required to be filed before the end of
the second business day following the day on which the change in beneficial ownership
occurred. Based on a review of Forms 3 and 4 filed during 2007, Mr. Mirabile filed one
Form 4 and Mr. Norwood and Guenther filed one Form 3, respectively, after the end of the
second business day following the day on which a change in beneficial ownership occurred,
with each Form 4 and Form 3 reporting one transaction.

|ITEM 11. | EXECUTIVE
COMPENSATION.
|-------- | -----------------------

The
following table contains information about the Chief Executive Officer and the three other
most highly paid executive officers whose total compensation earned during 2007 exceeded
$100,000.

8

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|Name and
Principal Position | Year | Salary
($) | Bonus
($) | Stock
Awards
($) | Option
Awards
($) | Non-Equity
Incentive Plan
Compensation
($) | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($) | All
Other
Compensation
($)(1) | Total
($)
|--------------------------- | ---- | ---------- | --------- | ---------------- | ----------------- | ------------------------------------------ | --------------------------------------------------------------------------- | ----------------------------- | ---------
|Steve Komar                 | 2007 | 40,000     | --        | --               | --                | --                                         | --                                                                          | 7,200                         | 47,200   
|Chief Executive             | 2006 | 40,000     | --        | --               | --                | --                                         | --                                                                          | 7,200                         | 47,200   
|Officer                    
|James McCubbin              | 2007 | 119,000    | --        | --               | --                | --                                         | --                                                                          | 6,000                         | 125,000  
|Chief Financial             | 2006 | 119,000    | --        | --               | --                | --                                         | --                                                                          | 6,000                         | 125,000  
|Officer                    
|Mark Mirabile               | 2007 | 119,000    | --        | --               | --                | --                                         | --                                                                          | 6,000                         | 125,000  
|Chief Operations            | 2006 | 119,000    | --        | --               | --                | --                                         | --                                                                          | 6,000                         | 125,000  
|Officer                    
|Dan Turissini (2)           | 2007 | 225,000    | 50,000    | --               | --                | --                                         | --                                                                          | --                            | 275,000  
|Chief Technology            | 2006 | 225,000    | --        | --               | --                | --                                         | --                                                                          | --                            | 225,000  
|Officer and Chief          
|Executive Officer          
|of ORC                     

| | (1)
          For Mr. Komar, represents a monthly home office and cell phone allowance of
          $600. For Mr. McCubbin, represents a monthly home office allowance of $500. For
          Mr. Mirabile, represents a monthly auto allowance of $500.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
          For Mr. Turissini a bonus was paid in 2007 for the extension of his employment
          agreement for an additional two years.
| | ---------------------------------------------------------------------------------------------------------------------------------------------

The
following table sets forth information on outstanding warrants, options and stock awards
held by the named executive officers at December 31, 2007, including the number of shares
underlying both exercisable and unexercisable portions of each stock option and warrant,
as well as the exercise price and expiration date of each outstanding option and warrant.

9

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|                    
|--------------------
|Name                
|Steve L. Komar,     
|Chairman,           
|President & Chief   
|Executive Officer   
|                    
|                    
|                    
|James T. McCubbin,  
|Vice President,     
|Chief Financial     
|Officer, Secretary  
|and Treasurer       
|                    
|Mark Mirabile,      
|Chief Operations    
|Officer             
|                    
|                    
|Daniel Turissini,   
|Chief Technology    
|Officer and Chief   
|Executive Officer of
|ORC                 
|                    

There
were no option grants or exercises made by the named executive officers in 2007.

10

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# Pension Benefits and
Non-Qualified Deferred Compensation

The
Company does not maintain a defined benefit pension program nor does it maintain a
non-qualified deferred compensation program.

# Employment Agreements
and Compensation Arrangements; Termination and Change in Control Provisions

The
following describes the terms of employment agreements between the Company and the named
executive officers and sets forth information regarding potential payments upon
termination of employment or a change in control of the Company.

Mr.
          Komar. On July 1, 2002, we entered into an employment
          agreement with Steve Komar, our Chief Executive Officer and President. The
          employment agreement had an initial term expiring on July 1, 2003 with five
          renewable one-year options remaining. On July 1, 2006, the fourth of the
          one-year renewal options was exercised. The agreement provides for (1) a base
          salary of $40,000 per year, (2) a home office/automobile expense allowance of
          $500 per month to cover such expenses incurred in the pursuit of our business;
          (3) a phone allowance of $100 per month to cover such expenses incurred
          in the pursuit of our business; (4) >reimbursement for additional actual
          business expenses consistent with our existing policies that have been incurred
          for our benefit; (5) paid medical and other benefits consistent with our
          existing policies with respect to our key executives, as such policies may be
          amended from time to time in the future; and (6) performance incentive bonuses
          as may be granted annually at the discretion of the Compensation Committee of
          the Board of Directors.

The
employment agreement also contains termination and change of control provisions as a
result of (a) Mr. Komars death or permanent disability which renders him unable to
perform Employees duties hereunder (as determined by the Company in its good faith
judgment), (b) by Mr. Komars resignation upon the expiration of the Employment
Period, provided that Mr. Komar gives at least ninety (90) days prior written notice to
the Company, (c) the termination of his employment at the convenience of the Board of
Directors of the Company by unanimous consent (excluding the consent of Mr. Komar if Mr.
Komar is also a director of the Company at that time) with at least ninety (90) days
notice to be provided by the Company to Mr. Komar prior to the expiration of the
Employment Period, (d) a change in control of more than 50% of the outstanding shares of
the Company, (e) a sale or other disposition of a majority of the Companys base IT
Staff Augmentation business, (f) the insolvency of the Company, or (g) a termination by
the Company for Cause. In the event Mr. Komar is not in breach of the employment agreement
and the Employment Period is terminated prior to the expiration of the then current term,
then in certain events, termination payments may become payable by the Company as set
forth in more detail below. In the event of the death or permanent disability of Mr.
Komar, $50,000 shall be paid to Mr. Komar or his estate and all granted but unvested stock
options shall be immediately vested and the period of exercise extended for an additional
two (2) years.

In
the event of Mr. Komars resignation, no termination payments or accelerated vesting
of stock options shall occur. In the event of termination at the election of the Company,
then $250,000 will be due and payable by the Company to Mr. Komar as a severance payment,
which payment will be paid in twelve (12) equal installment payments of $20,833.33 each
over the immediately subsequent 12 months following such date of termination and all
awarded but unvested stock options shall be immediately vested and the period of exercise
extended for the then remaining term of the option as provided under the option agreement.
In the event of a termination occurring as a result of a change in control of more than
50% of the outstanding shares of the Company, then $250,000 will be payable by the Company
to Mr. Komar as a severance payment, which payment will be paid in one lump-sum payment
within thirty (30) days of the date of such termination and all awarded but unvested stock
options shall be immediately vested and the period of exercise extended for the then
remaining term of the option as provided under the option agreement. In the event of
termination as a result of a sale or other disposition of a majority of the Companys
base IT Staff Augmentation business, then $250,000 will be payable by the Company to Mr.
Komar as a severance payment, which payment will be paid in one lump-sum payment within
thirty (30) days of the date of such termination and all awarded but unvested stock
options shall be immediately vested and the period of exercise extended for the then
remaining term of the option as provided under the option agreement. In the event of a
change of control of more than 50% of the outstanding shares of the Company that allows
for the continuance of employment under his agreement, then a $100,000 lump sum payment is
immediately due to Mr. Komar, and any future payments under this agreement for termination
as a result of a change of control greater than 50% of the outstanding shares of the
Company or in the event of termination as a result of a sale or other disposition of a
majority of the Companys base IT Staff Augmentation business shall result in a
$150,000 payment to Mr. Komar. In the event of the insolvency of the Company while Mr.
Komar is employed by Company as Chief Executive Officer or similar position of control,
then all obligations under this Agreement will immediately terminate except that the
Company shall pay to Mr. Komar a termination payment of $50,000.00 on such date of
termination of employment and no further compensation or other payments beyond the
insolvency date will be due or payable to Mr. Komar by the Company. In the event of a
termination for Cause, no payments will be due or payable by the Company to Mr. Komar.
Cause shall mean (i) the repeated failure or refusal of Mr. Komar to follow the lawful
directives of the Company or its designee (except due to sickness, injury or
disabilities), (ii) gross inattention to duty or any other willful, reckless or grossly
negligent act (or omission to act) by Mr. Komar, which, in the good faith judgment of the
Company, materially injures the Company, including the repeated failure to follow the
policies and procedures of the Company, (iii) a material breach of this Agreement by Mr.
Komar which is not cured within a 60 day period following formal notification by the
Company, or (iv) the commission by Mr. Komar of an act of financial dishonesty against the
Company that results in the conviction of a felony.

11

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Mr.
          McCubbin. On July 1, 2002, we entered into an
          employment agreement with James McCubbin, our Chief Financial Officer. The
          employment agreement had an initial term expiring on July 1, 2003 with five
          renewable one-year options remaining. On July 1, 2006, the fourth of the
          one-year renewal options was exercised. The agreement provides for (1) a base
          salary of $119,000 per year, (2) a home office/automobile expense allowance of
          $500 per month to cover such expenses incurred in the pursuit of our business;
          (3) reimbursement for additional actual business expenses consistent with our
          existing policies that have been incurred for our benefit; (4) paid medical and
          other benefits consistent with our existing policies with respect to our key
          executives, as such policies may be amended from time to time in the future;
and           (5) performance incentive bonuses as may be granted annually at the
discretion           of the Compensation Committee of the Board of Directors.

The
employment agreement also contained termination and change of control provisions as a
result of (a) Mr. McCubbins death or permanent disability which renders Mr. McCubbin
unable to perform his duties hereunder (as determined by the Company in its good faith
judgment), (b) Mr. McCubbins resignation upon the expiration of the Employment
Period, provided that Mr. McCubbin gives at least ninety (90) days prior written notice to
the Company, (c) the termination of his employment at the convenience of the Board of
Directors of the Company by unanimous consent (excluding the consent of Mr. McCubbin if he
is also a director of the Company at that time) with at least ninety (90) days notice to
be provided by the Company to Mr. McCubbin prior to the expiration of the Employment
Period, (d) a change in control of more than 50% of the outstanding shares of the Company,
(e) a sale or other disposition of a majority of the Companys base IT Staff
Augmentation business, (f) the insolvency of the Company, or (g) a termination by the
Company for Cause.

In
the event Mr. McCubbin is not in breach of this Agreement and the Employment Period is
terminated prior to the expiration of the then current term, then in certain events as
described below, termination payments may become payable by the Company. In the event of
the death or permanent disability of Mr. McCubbin, $50,000 shall be paid to Mr. McCubbin
or his estate and all granted but unvested stock options shall be immediately vested and
the period of exercise extended for an additional two (2) years. In the event of Mr.
McCubbins resignation, no termination payments or accelerated vesting of stock
options shall occur. In the event of termination at the election of the Company, then
$125,000 will be due and payable by the Company to Mr. McCubbin as a severance payment,
which payment will be paid in twelve (12) equal installment payments of $10,416.66 each
over the immediately subsequent 12 months following such date of termination and all
awarded but unvested stock options shall be immediately vested and the period of exercise
extended for the then remaining term of the option as provided under the option agreement.
In the event of a termination occurring as a result of a change in control of more than
50% of the outstanding shares of the Company, then $250,000 will be payable by the Company
to Mr. McCubbin as a severance payment, which payment will be paid in one lump-sum payment
within thirty (30) days of the date of such termination and all awarded but unvested stock
options shall be immediately vested and the period of exercise extended for the then
remaining term of the option as provided under the option agreement. In the event of
termination as a result of a sale or other disposition of a majority of the Companys
base IT Staff Augmentation business, then $250,000 will be payable by the Company to Mr.
McCubbin as a severance payment, which payment will be paid in one lump-sum payment within
thirty (30) days of the date of such termination and all awarded but unvested stock
options shall be immediately vested and the period of exercise extended for the then
remaining term of the option as provided under the option agreement. In the event of a
change of control of more than 50% of the outstanding shares of the Company that allows
for the continuance of employment under this agreement, then a $100,000 lump sum payment
is immediately due to Mr. McCubbin, and any future payments under this agreement for
termination as a result of a change of control greater than 50% of the outstanding shares
of the Company or in the event of termination as a result of a sale or other disposition
of a majority of the Companys base IT Staff Augmentation business shall result in a
$150,000 payment to Mr. McCubbin. In the event of the insolvency of the Company while Mr.
McCubbin is employed by Company as Chief Financial Officer or similar position of control,
then all obligations under this Agreement will immediately terminate except that the
Company shall pay to Mr. McCubbin a termination payment of $50,000 on such date of
termination of employment and no further compensation or other payments beyond the
insolvency date will be due or payable to Mr. McCubbin by the Company. In the event of a
termination for Cause, no payments will be due or payable by the Company to Mr. McCubbin.
Cause shall mean (i) the repeated failure or refusal of Mr. McCubbin to follow the lawful
directives of the Company or its designee (except due to sickness, injury or
disabilities), (ii) gross inattention to duty or any other willful, reckless or grossly
negligent act (or omission to act) of Mr. McCubbin, which, in the good faith judgment of
the Company, materially injures the Company, including the repeated failure to follow the
policies and procedures of the Company, (iii) a material breach of this Agreement by Mr.
McCubbin which is not cured by Employee within a 60 day period following formal
notification by the Company, or (iv) the commission by Mr. McCubbin of an act of financial
dishonesty against the Company that results in the conviction of a felony.

12

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Mr.
          Mirabile. On July 1, 2002, we entered into an           employment
agreement with Mark Mirabile, our Chief Operations Officer. The           employment
agreement had an initial term expiring on July 1, 2003 with five           renewable
one-year options remaining. On July 1, 2006, the fourth of the           one-year renewal
options was exercised. The agreement provides for (1) a base           salary of $119,000
per year, (2) a home office/automobile expense allowance of           $500 per month to
cover such expenses incurred in the pursuit of our business;           (3) reimbursement
for additional actual business expenses consistent with our           existing policies
that have been incurred for our benefit; (4) paid medical and           other benefits
consistent with our existing policies with respect to our key           executives, as
such policies may be amended from time to time in the future; and           (5)
performance incentive bonuses as may be granted annually at the discretion           of
the Compensation Committee of the Board of Directors.

The
employment agreement also contained termination and change of control provisions as a
result of (a) Mr. Mirabiles death or permanent disability which renders Mr. Mirabile
unable to perform his duties hereunder (as determined by the Company in its good faith
judgment), (b) his resignation upon the expiration of the Employment Period, provided that
the he gives at least ninety (90) days prior written notice to the Company, (c) the
termination of his employment at the convenience of the Board of Directors of the Company
by unanimous consent (excluding the consent of Mr. Mirabile if he is also a director of
the Company at that time) with at least ninety (90) days notice to be provided by the
Company to Mr. Mirabile prior to the expiration of the Employment Period, (d) a change in
control of more than 50% of the outstanding shares of the Company, (e) a sale or other
disposition of a majority of the Companys base IT Staff Augmentation business, (f)
the insolvency of the Company, or (g) a termination by the Company for Cause. In the event
Mr. Mirabile is not in breach of this Agreement and the Employment Period is terminated
prior to the expiration of the then current term, then in certain events as described
below, termination payments may become payable by the Company. In the event of the death
or permanent disability of Mr. Mirabile, $50,000 shall be paid to Mr. Mirabile or his
estate and all granted but unvested stock options shall be immediately vested and the
period of exercise extended for an additional two (2) years. In the event of Mr.
Mirabiles resignation, no termination payments or accelerated vesting of stock
options shall occur. In the event of termination at the election of the Company, then
$125,000 will be due and payable by the Company to Mr. Mirabile as a severance payment,
which payment will be paid in twelve (12) equal installment payments of $10,416.66 each
over the immediately subsequent 12 months following such date of termination and all
awarded but unvested stock options shall be immediately vested and the period of exercise
extended for the then remaining term of the option as provided under the option agreement.
In the event of a termination occurring as a result of a change in control of more than
50% of the outstanding shares of the Company, then $250,000 will be payable by the Company
to Mr. Mirabile as a severance payment, which payment will be paid in one lump-sum payment
within thirty (30) days of the date of such termination and all awarded but unvested stock
options shall be immediately vested and the period of exercise extended for the then
remaining term of the option as provided under the option agreement. In the event of
termination as a result of a sale or other disposition of a majority of the Companys
base IT Staff Augmentation business, then $250,000 will be payable by the Company to Mr.
Mirabile as a severance payment, which payment will be paid in one lump-sum payment within
thirty (30) days of the date of such termination and all awarded but unvested stock
options shall be immediately vested and the period of exercise extended for the then
remaining term of the option as provided under the option agreement. In the event of a
change of control of more than 50% of the outstanding shares of the Company that allows
for the continuance of employment under this agreement, then a $100,000 lump sum payment
is immediately due to Mr. Mirabile, and any future payments under this agreement for
termination as a result of a change of control greater than 50% of the outstanding shares
of the Company or in the event of termination as a result of a sale or other disposition
of a majority of the Companys base IT Staff Augmentation business shall result in a
$150,000 payment to Mr. Mirabile. In the event of the insolvency of the Company while Mr.
Mirabile is employed by the Company as Chief Operations Officer or similar position of
control, then all obligations under this Agreement will immediately terminate except that
the Company shall pay to Mr. Mirabile a termination payment of $50,000.00 on such date of
termination of employment and no further compensation or other payments beyond the
insolvency date will be due or payable to Mr. Mirabile by the Company. In the event of a
termination for Cause, no payments will be due or payable by the Company to Mr. Mirabile.
Cause shall mean (i) the repeated failure or refusal of Mr. Mirabile to follow the lawful
directives of the Company or its designee (except due to sickness, injury or
disabilities), (ii) gross inattention to duty or any other willful, reckless or grossly
negligent act (or omission to act) by Mr. Mirabile, which, in the good faith judgment of
the Company, materially injures the Company, including the repeated failure to follow the
policies and procedures of the Company, (iii) a material breach of this Agreement by Mr.
Mirabile which is not cured within a 60 day period following formal notification by the
Company, or (iv) the commission by Mr. Mirabile of an act of financial dishonesty against
the Company that results in the conviction of a felony.

13

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Mr.
          Turissini.  On October 24, 2004, the Company entered
          into an employment agreement with Daniel Turissini, our Chief Technology
Officer           and the Chief Executive Officer of our wholly owned subsidiary,
Operational           Research Consultants, Inc. (ORC). The employment
agreement had an           initial term expiring on October 25, 2006. On October 25, 2006
the Company           entered into an addendum to the employment agreement that provided
that Mr.           Turissinis employment agreement shall be annually renewable
through           October 31, 2009. The agreement provides for (1) a base salary of
$225,000 per           year, (2) reimbursement for additional actual business expenses
consistent with           our existing policies that have been incurred for our benefit;
(3) paid medical           and other benefits consistent with our existing policies with
respect to our key           executives, as such policies may be amended from time to
time in the future; and           (4) performance incentive bonuses as may be granted
annually at the discretion           of the Compensation Committee of the Board of
Directors.

The
agreement also contains a termination provision. His employment period will continue from
the date his agreement on October 24, 2004 unless terminated earlier by (a) Mr.
Turissinis death or permanent disability which renders the him unable to perform his
duties hereunder (as determined by the Company and WidePoint in their good faith
judgment), (b) Mr. Turissinis resignation, commencing from and after the third
anniversary date of this Agreement, upon prior written notice to ORC and WidePoint of
ninety (90) days before the annual anniversary date of this Agreement, or (c) ORC and/or
WidePoint for Cause. Cause shall mean (i) the repeated failure or refusal of Mr. Turissini
to follow the lawful directives of ORC, WidePoint or their designee (except due to
sickness, injury or disabilities), after prior notice to Mr. Turissini and a reasonable
opportunity to cure by Mr. Turissini of up to thirty (30) days, (ii) gross inattention to
duty or any other willful, reckless or grossly negligent act (or omission to act) by Mr.
Turissini, which, in the good faith judgment of ORC and WidePoint, materially injures ORC
or WidePoint, including the repeated failure to follow the policies and procedures of ORC
or WidePoint, after prior notice to Mr. Turissini and a reasonable opportunity to cure by
Mr. Turissini of up to thirty (30) days, (iii) a material breach of this Agreement by Mr.
Turissini, after prior notice to Mr. Turissini and a reasonable opportunity to cure by Mr.
Turissini of up to thirty (30) days, (iv) the commission by Mr. Turissini of a felony or
other crime involving moral turpitude or the commission by Mr. Turissini of an act of
financial dishonesty against ORC or WidePoint or (v) a proper business purpose of ORC or
WidePoint, which shall be limited only to a decrease in the staffing of the office in
which Mr. Turissini is working or the elimination of the position filled by Mr. Turissini
as a result of a material decrease in revenues and/or profits at the office in which Mr.
Turissini is working, but with other cost cutting measures and the termination of other
employees at such office being first considered and instituted as determined in the sole
judgment of ORC and WidePoint prior to the termination of Mr. Turissini; provided,
however, that in the event ORC terminates Mr. Turissini under this subparagraph (v), then
(I) the scope of the non-compete under Paragraph 5 shall be limited to the products and
services offered by ORC as of the termination of Mr. Turissini under subparagraph (v) and
(II) ORC shall pay to Mr. Turissini the lesser of (A) Mr. Turissinis salary and
benefits each month for the six (6) month period immediately following such termination
under subparagraph (v) or (B) in the event less than six (6) months remains in the then
current term of Mr. Turissinis employment with ORC, then Mr. Turissini shall receive
his salary and benefits each month for such lesser remaining period of time.

14

---

Mr.
          Turissinis employment agreement further provides that for one year
          following the termination of Mr. Turissinis agreement as a result of his
          resignation or a termination by ORC or the Company for cause, Mr. Turissini
will           not own, manage, control, participate in, consult with, advertise on
behalf of,           render services for or in any manner engage in any competitive
business of           soliciting or providing any computer, technology, information
technology,           consulting or any other services and/or products of any type
whatsoever to any           federal, state and/or local governments and/or to any
existing or targeted           customers or clients of ORC and/or WidePoint; nor shall
Mr. Turissini attempt to           influence any then existing or targeted customers,
clients or suppliers of ORC           or WidePoint to curtail any business they are
currently, or in the last 36           months have been, transacting with ORC or
WidePoint. In the event that Mr.           Turissini is terminated due to a decrease in
the staffing of the office in which           Mr. Turissini is working or the elimination
of the position filled by Mr.           Turissini, the non-compete obligations set forth
above shall be limited to           products and services offered by ORC at the time of
termination. Furthermore,           during such period, Mr. Turissini shall not, without
ORCs or           WidePoints prior written consent, knowingly solicit or
encourage any           existing employee or recruit to leave or discourage their
employment with ORC or           WidePoint.

# Director Compensation

Directors
who are not also officers or employees receive an annual fee of $12,000. The following
table sets forth director compensation for fees paid and stock option compensation expense
recognized by the Company in 2007:

|Director Name      | Fees Earned
or Paid in Cash
($) | OptionAwards
($)(1) | All Other
Compensation
($) | Total
($)
|------------------ | ------------------------------- | ------------------- | -------------------------- | ---------
|James Ritter       | 12,000                          | --                  | --                         | 12,000   
|Ronald Oxley       | 12,000                          | --                  | --                         | 12,000   
|Morton Taubman     | 12,000                          | --                  | --                         | 12,000   
|George Norwood (2) | 6,000                           | $19,114             | --                         | 25,114   
|Otto Guenther (2)  | 6,000                           | $19,114             | --                         | 25,144   

| | (1)
          The amounts set forth in this column represents compensation expense as
          determined by the Black-Scholes calculation recognized by the Company in 2007
          with respect to the options grants to Mr. Norwood and Mr. Guenther in 2007.
          Reference is made to Note X to our financial statements contained in our Annual
          Report on Form 10-K for the year ended December 31, 2007 with respect to the
          calculation of such expense. The aggregate number of shares subject to
          outstanding options held by each director as of December 31, 2007 is as
follows:           Mr. Ritter 50,000; Mr. Oxley 62,000; and Mr. Taubman 62,000, General
Norwood           62,000, and General Guenther 62,000.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
          Generals Norwood and Guenther were appointed to the Board of Directors in
          August of 2007.
| | ------------------------------------------------------------------------------------------------------------------

|ITEM 12. | SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|-------- | -----------------------------------------------------------------------------------------------

The
following table sets forth information as to those holders (other than officers and
directors) known to WidePoint to be the beneficial owners of more than 5% of the
outstanding shares of Common Stock as of April 27, 2008.

15

---

# Security Ownership of
Certain Beneficial Owners (Greater than 5% Holders)

|Names and Complete Mailing Address              | Number
of Shares | Percent of
Common Stock
Outstanding
|----------------------------------------------- | ---------------- | -----------------------------------
|Capital Group International, Inc.               | 6,902,960        | 12.8% (1)                          
|and Capital Guardian Trust Company             
|11100 Santa Monica Blvd                        
|Los Angeles, CA 90025                          
|Citigroup Inc., Citigroup Global Markets, Inc., | 4,997,500        | 9.3% (2)                           
|Citigroup Financial Products Inc,              
|and Citigroup Global Markets Holdings Inc.     
|388 Greenwich Street                           
|New York, NY 10013                             

| | (1)
          Capital Group International, Inc and Capital Guardian Trust Company has sole
          voting power in respect to 5,009,010 shares listed above; no shared voting
power           in respect to the shares listed above; sole dispositive power in respect
to           6,902,960 shares; and no shared dispositive power in respect of all the
shares           listed above.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
          Citigroup Inc, Citigroup Global Markets, Citigroup Financial Products Inc., and
          Citigroup Global Markets Holdings Inc. has no sole voting power in respect to
          the shares listed above; has shared voting power over 4,997,500 shares in
          respect to the shares listed above; no sole dispositive power in respect to the
          shares listed above; and shared dispositive power in respect of all the shares
          listed above.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
following table sets forth the number of shares of our Common Stock beneficially owned as
of April 27, 2007 with respect to the beneficial ownership of Common Stock by each
director, director nominee, and each executive officer named in the Summary Compensation
Table herein. In general, beneficial ownership includes those shares a
director or executive officer has the power to vote or transfer, except as otherwise
noted, and shares underlying warrants and stock options that are exercisable currently or
within 60 days.

# Security Ownership of
Directors and Executive Officers

|Directors, Nominees
and Executive Officers | Shares of
Common Stock (1) | Number of Percent of
Outstanding
Common Stock (1)
|------------------------------------------ | -------------------------- | -------------------------------------------------
|Steve Komar (2)                            | 2,658,333                  | 4.9%                                             
|Morton Taubman (3)                         | 62,000                     | 0.1%                                             
|James McCubbin (4)                         | 2,599,333                  | 4.8%                                             
|James Ritter (5)                           | 58,000                     | 0.1%                                             
|Mark Mirabile (6)                          | 2,699,333                  | 4.9%                                             
|Daniel Turissini (7)                       | 1,299,611                  | 2.4%                                             
|Ronald Oxley (8)                           | 60,000                     | 0.1%                                             
|Jin Kang (9)                               | 1,815,000                  | 3.4%                                             
|Otto Guenther (10)                         | 33,000                     | 0.1%                                             
|George Norwood (11)                        | 33,000                     | 0.1%                                             
|All directors and                         
|officers as a group                       
|(10 persons) (12)                          | 11,267,610                 | 20.8%                                            

16

---

---

| | (1)
          Assumes in the case of each shareholder listed in the above list that all
          warrants or options held by such shareholder that are exercisable currently or
          within 60 days were fully exercised by such shareholder, without the exercise
of           any warrants or options held by any other shareholders.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
          Includes (i) 800,000 shares of Common Stock purchased by Mr. Komar on July 8,
          2002 in a private transaction without registration under the Securities Act of
          1933, pursuant to the private offering exemption under Section 4(2) thereof,
          (ii) 425,000 shares of Common Stock that may be purchased by Mr. Komar at a
          price of $0.07 per share until July 7, 2012, pursuant to a stock option grant
to           him on January 7, 2002, (iii) 50,000 shares of Common Stock at an exercise
price           of $0.09 per share through April 24, 2013 pursuant to a stock option
granted to           him on April 24, 2003, (iv) 50,000 shares of Common Stock at an
exercise price           of $0.13 per share through December 31, 2013 pursuant to a stock
option granted           to him on December 31, 2003, with all such shares fully vested
as of December           31, 2004, and (v) 1,333,333 shares of Common Stock at an
exercise price of           $0.235 per share through July 14, 2009 pursuant to a warrant
granted to him on           July 14, 2004, with all such shares fully vested as of
December 31, 2005.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)
          Includes (i) 12,000 shares of Common Stock that may be purchased by Mr. Taubman
          at a price of $2.70 per share until March 10, 2016, pursuant to a stock option
          granted to him on March 10, 2006 under the Directors Plan, with 8,000 shares
          vested on March 10, 2006, 2,000 shares vested on March 10, 2007, and 2,000
          shares vested on March 10, 2008 and (ii) 50,000 shares of Common Stock that may
          be purchased by him at a price of $2.70 per share through March 10, 2016, under
          an option granted on March 10, 2006, with 25,000 such shares fully vested on
          March 10, 2006 and 25,000 such shares fully vested on December 31, 2006.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17

---

| | (4)
          Includes (i) 815,000 shares of Common Stock purchased by Mr. McCubbin on July
8,           2002 in a private transaction without registration under the Securities Act
of           1933, pursuant to the private offering exemption under Section 4(2) thereof,
          (ii) 450,000 shares of Common Stock that may be purchased by Mr. McCubbin at a
          price of $0.17 per share until January 2, 2011, pursuant to a stock option
grant           to him on January 2, 2001, (iii) 1,000 shares of Common stock that may be
          purchased by Mr. McCubbin at a price of $1.35 per share until July 3, 2010,
          pursuant to a stock option granted to him on July 3, 2000, and (iv) 1,333,333
          shares of Common Stock at an exercise price of $0.235 per share through July
14,           2009 pursuant to a warrant granted to him on July 14, 2004.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5)
          Includes (i) 8,000 shares of Common Stock owned directly by Mr. Ritter, and
(ii)           50,000 shares of Common Stock that may be purchased by him at a price of
$0.13           per share through December 31, 2013, under an option granted on December
31,           2003.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6)
          Includes (i) 830,000 shares of Common Stock purchased by Mr. Mirabile on July
8,           2002 in a private transaction without registration under the Securities Act
of           1933, pursuant to the private offering exemption under Section 4(2) thereof,
          (ii) 70,000 shares of Common Stock issued to Mr. Mirabile in December 1998 in
          connection with our prior acquisition of Eclipse, (iii) 415,000 shares of
Common           Stock that may be purchased by Mr. Mirabile at a price of $0.17 per
share until           January 2, 2011, pursuant to a stock option grant to him on January
2, 2001,           (iv) 1,000 shares of Common Stock that may be purchased by Mr.
Mirabile at a           price of $1.35 per share until July 3, 2010, pursuant to a stock
option granted           to him on July 3, 2000, and (v) 1,333,333 shares of Common Stock
at an exercise           price of $0.235 per share through July 14, 2009 pursuant to a
warrant granted to           him on July 14, 2004.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7)
          Includes (i) 825,000 shares of Common Stock issued to Mr. Turissini in
          connection with the Companys acquisition in October 2004 of Operational
          Research Consultants, Inc., (ii) 470,000 shares of Common Stock that may be
          purchased by Mr. Turissini at a price of $0.76 per share until September 14,
          2015, pursuant to a stock option grant to him on September 14, 2005, and (iii)
          4,611 shares of restricted Common Stock privately issued to Mr. Turissini by
the           Company as a result of a stock award earned in 2005 and paid to him on in
2006.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8)
          Includes (i) 10,000 shares of Common Stock that may be purchased by Mr. Oxley
at           a price of $2.80 per share until August 16, 2016, pursuant to a stock option
          granted to him on August 16, 2006 under the Directors Plan, and (ii) 50,000
          shares of Common Stock that may be purchased by him at a price of $2.80 per
          share through August 16, 2016, under an option granted on August 16, 2006, with
          25,000 shares vested on August 16, 2006 and 25,000 shares vested on December
31,           2006. Does not include 2,000 shares that may be purchased by Mr. Oxley at a
          price of $2.80 per share until August 16, 2016, pursuant to a stock option
          granted to him on August 16, 2006 under the Directors Plan that vest on August
          16, 2008.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18

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| | (9)
          Includes (i) 1,500,000 shares of Common Stock issued to Mr. Kang in January
2008           in connection with our acquisition of iSYS and (ii) 315,000 shares of
Common           Stock that may be purchased by him at a price of $0.85 per share through
January           14, 2013, under an option granted on January 4, 2008, with all of those
shares           vested on April 4, 2008.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10)
          Includes (i) 8,000 shares of Common Stock that may be purchased by Mr. Guenther
          at a price of $0.93 per share until August 14, 2017, pursuant to a stock option
          granted to him on August 15, 2007 under the Directors Plan, and (ii) 25,000
          shares of Common Stock that may be purchased by him at a price of $0.93 per
          share through August 14, 2017, under an option granted on August 15, 2007, with
          25,000 shares vested on August 15, 2007. Does not include (i) 4,000 shares that
          may be purchased by Mr. Guenther at a price of 0.93 per share until August 15,
          2017, pursuant to a stock option granted to him on August 15, 2007 under the
          Directors Plan that vest 2,000 common shares on August 15, 2008 and 2,000
common           shares on August 15, 2009 and (ii) 25,000 shares that may be purchased
by Mr.           Guenther at a price of $0.93 per share until August 15, 2017, pursuant
to a           stock option grant to him on August 15, 2007 that vest 25,000 shares on
August           15, 2008.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11)
          Includes (i) 8,000 shares of Common Stock that may be purchased by Mr. Norwood
          at a price of $0.93 per share until August 14, 2017, pursuant to a stock option
          granted to him on August 15, 2007 under the Directors Plan, and (ii) 25,000
          shares of Common Stock that may be purchased by him at a price of $0.93 per
          share through August 14, 2017, under an option granted on August 15, 2007, with
          25,000 shares vested on August 15, 2007. Does not include (i) 4,000 shares that
          may be purchased by Mr. Norwood at a price of 0.93 per share until August 15,
          2017, pursuant to a stock option granted to him on August 15, 2007 under the
          Directors Plan that vest 2,000 common shares on August 15, 2008 and 2,000
common           shares on August 15, 2009
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (12)
          Includes the shares referred to as included in notes (2), (3), (4), (5), (6),
          (7), (8), (9), (10), and (11), above.
| | --------------------------------------------------------------------------------------------------------------------------------------------

The
following table sets forth information as of December 31, 2007, with respect to the
Companys compensation plans under which its Common Stock is authorized for issuance:

|                                 | (a)       | (b)   | (c)      
|-------------------------------- | --------- | ----- | ---------
|
|Equity Compensation Plans:       |           |       |          
|Approved by security holders     | 3,085,212 | $0.53 | 6,010,638
|Not approved by security holders | 4,091,045 | $0.25 | - 0 -    
|Total                            | 7,176,257 | $0.37 | 6,010,638

19

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|ITEM 13. | CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|-------- | --------------------------------------------------------------------------

A
related person transaction is a consummated or currently proposed transaction in which we
were or are to be a participant and the amount involved exceeds $120,000, and in which a
related person (i.e., any director or executive officer or nominee for director, or any
member of the immediate family of such person) has or will have a direct or indirect
material interest. The Company was not a participant in any related person transactions
since the beginning of the Companys last fiscal year and no such transactions are
currently proposed with the exception that the Company in January 2008 completed the
closing of the acquisition of all the issued and outstanding membership interests of iSYS
from Mr. Jin Kang, the sole owner-member of iSYS, pursuant to the terms of a Membership
Interest Purchase Agreement, dated as of January 2, 2008, between the Company, iSYS, and
Jin Kang. Mr. Kang presently serves at the President of iSYS, LLC. Pursuant to the terms
of the Membership Interest Purchase Agreement, the Company paid Jin Kang the following
consideration at the closing: (i) $5,000,000 in cash, (ii) $2,000,000 principal amount in
an Installment Cash Promissory Note, which bears simple annual interest at the initial
rate of 7% through December 31, 2008, and thereafter the simple interest rate will
increase to 10% from January 1, 2009 through the date of maturity, which will be on the
earlier of either April 1, 2009 or the filing by the Company of its Annual Report on Form
10-K for the year ending December 31, 2008, and (iii) the issuance of 1,500,000 shares of
Company common stock. The Company also issued an additional 3,000,000 shares of Company
common stock in the name of Jin Kang, which shares were delivered into escrow to be held
subject to the satisfaction of certain earnout provisions under the Membership Interest
Purchase Agreement, and which shares are subject to return to the Company in the event
such earnout provisions are not achieved under the terms of the Membership Interest
Purchase Agreement. Under the terms of the Membership Interest Purchase Agreement, Jin
Kang also entered into an Employment and Non-Compete Agreement, dated as of January 4,
2008.

The
Companys Corporate Governance Guidelines state that the Board intends that, at
all times, a substantial majority of its directors will be considered independent under
relevant AMEX and SEC guidelines. The Corporate Governance and Nominating Committee
conducts an annual review of the independence of the members of the Board and its
Committees and reports its findings to the full Board. Based on the report and
recommendation of the Corporate Governance Committee, the Board has determined that each
of the non-employee directors and nomineesMessrs. Taubman, Ritter, Oxley, Norwood,
and Guenthersatisfies the independence criteria (including the enhanced criteria
with respect to members of the Audit Committee with the exception of Oxley) set forth in
the applicable AMEX listing standards and SEC rules. Each Board Committee consists
entirely of independent, non-employee directors.

For
a director to be considered independent, the Board must determine that the director does
not have any direct or indirect material relationships (including vendor, supplier,
consulting, legal, banking, accounting, charitable and family relationships) with
WidePoint, other than as a director and shareholder. AMEX listing standards also impose
certain per se bars to independence, which are based upon a directors relationships
with WidePoint currently and during the three years preceding the Boards
determination of independence.

20

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The
Board considered all relevant facts and circumstances in making its determinations,
including the following:

| |  | No
non-employee director receives any direct compensation from WidePoint other than under
the director compensation program described in this proxy statement.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | No
immediate family member (within the meaning of the AMEX listing standards) of any
non-employee director is an employee of WidePoint or otherwise receives direct
compensation from WidePoint.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | No
non-employee director (or any of their respective immediate family members) is affiliated
with or employed in a professional capacity by WidePoints independent accountants.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | No
non-employee director is a member, partner, or principal of any law firm, accounting firm
or investment banking firm that receives any consulting, advisory or other fees from
WidePoint.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | No
WidePoint executive officer is on the compensation committee of the board of directors of
a company that employs any of our non-employee directors (or any of their respective
immediate family members) as an executive officer.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | No
non-employee director (or any of their respective immediate family members) is indebted
to WidePoint, nor is WidePoint indebted to any non-employee director (or any of their
respective immediate family members).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | No
non-employee director serves as an executive officer of a charitable or other tax-exempt
organization that received contributions from WidePoint.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

Non-management
members of the Board of Directors conduct at least two regularly-scheduled meetings per
year without members of management being present. Mr. Ritter serves as the presiding
director of such meetings. Following an executive session of non-employee directors, the
presiding director may act as a liaison between the non-employee directors and the
Chairman, provide the Chairman with input regarding agenda items for Board and Committee
meetings, and coordinate with the Chairman regarding information to be provided to the
non-employee directors in performing their duties.

|ITEM 14. | PRINCIPAL
ACCOUNTING FEES AND SERVICES.
|-------- | ---------------------------------------

| | Audit
Fees
| | ----------

| | The
Company paid Moss Adams approximately $94,000 in audit and review fees for fiscal year
2007. The Company paid Grant Thornton LLP approximately $69,000 in audit and review fees
for fiscal year 2006. The Company paid Epstein, Weber & Conover, PLC approximately
$63,000 plus expenses for the audit and review fees associated with the Companys
2006 audit. The Company will pay Moss Adams LLP in 2008 approximately $40,000 in audit
and review fees for work associated with the Companys fiscal year 2007 audit. The
Company did not pay Moss Adams LLP any audit and review fees in fiscal year 2006.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

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| | Audit-Related
Fees
| | ------------------

| | The
Company did not pay Moss Adams LLP, Epstein, Weber & Conover PLC, or Grant Thornton
LLP any audit-related fees for fiscal year 2007 or 2006.
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | Tax
Fees
| | --------

| | The
Company did not pay Moss Adams LLP, , Epstein, Weber & Conover PLC, or Grant Thornton
LLP any tax fees for fiscal year 2007 or 2006.
| | ----------------------------------------------------------------------------------------------------------------------------------------

| | All
Other Fees
| | --------------

| | The
Company did not pay Moss Adams LLP, Epstein, Weber & Conover PLC, or Grant Thornton
LLP any nonaudit fees for fiscal year 2007 or 2006.
| | -------------------------------------------------------------------------------------------------------------------------------------------

Audit Committee Policies
and Procedures For Pre-Approval of Independent Auditor Services

The
following describes the Audit Committees policies and procedures regarding
pre-approval of the engagement of the Companys independent auditor to perform audit
as well as permissible non-audit services for the Company.

For
audit services, the independent auditor will provide the Committee with an engagement
letter during the March-May quarter of each year outlining the scope of the audit services
proposed to be performed in connection with the audit of the current fiscal year. If
agreed to by the Committee, the engagement letter will be formally accepted by the
Committee at an Audit Committee meeting held as practicably as possible following receipt
of the engagement letter. The independent auditor will submit to the Committee for
approval an audit services fee proposal after acceptance of the engagement letter.

For
non-audit services, Company management may submit to the Committee for approval (during
May through September of each fiscal year) the list of non-audit services that it
recommends the committee engage the independent auditor to provide for the fiscal year.
The list of services must be detailed as to the particular service and may not call for
broad categorical approvals. Company management and the independent auditor will each
confirm to the Audit Committee that each non-audit service on the list is permissible
under all applicable legal requirements. In addition to the list of planned non-audit
services, a budget estimating non-audit service spending for the fiscal year may be
provided. The Committee will consider for approval both the list of permissible non-audit
services and the budget for such services. The Committee will be informed routinely as to
the non-audit services actually provided by the independent auditor pursuant to this
pre-approval process.

22

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To
ensure prompt handling of unexpected matters, the Audit Committee delegates to its
Chairperson the authority to amend or modify the list of approved permissible non-audit
services and fees. The Chairperson will report any action taken pursuant to this
delegation to the Committee at its next meeting.

All
audit and non-audit services provided to the Company are required to be pre-approved by
the Committee. The Chief Financial Officer of the Company will be responsible for tracking
all independent auditor fees against the budget for such services and report at least
annually to the Audit Committee.

23

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# Part IV.

|ITEM 15. | EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
|-------- | -------------------------------------------

| | (b) | Exhibits:
The following exhibits are filed herewith or incorporated           herein by reference:
| | --- | --------------------------------------------------------------------------------------------------

|EXHIBITNO. | DESCRIPTION
|---------- | -----------

|3.1 | Amended
and Restated Certificate of Incorporation of WidePoint Corporation. (Incorporated herein
by reference to Exhibit A to the Registrants Definitive Proxy Statement, as filed
on December 27, 2004.)
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 | Bylaws
of ZMAX Corporation.  (Incorporated  herein by reference to Exhibit 3.6 to the
Registrants  Registration  Statement on          Form S-4 (File No. 333-29833).)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.1 | Certificate
Of Designations, Rights And Preferences Of The Series A Convertible Preferred Stock
between WidePoint Corporation and Barron Partners LP (Incorporated herein by reference to
Exhibit 10.4 to the Registrants Current Report on Form 8-K/A filed on November 2,
2004.)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 | Employment
Agreement between WidePoint Corporation and Steve Komar, dated July 1, 2002.*
(Incorporated herein by reference to Exhibit 10.26 to Registrants Report of Form
10Q, as filed on August 15, 2002 (File No. 000-23967))
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2 | Employment
Agreement between WidePoint Corporation and James McCubbin, dated July 1, 2002.*
(Incorporated herein by reference to Exhibit 10.26 to Registrants Report of Form
10Q, as filed on August 15, 2002 (File No. 000-23967))
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 | Employment
Agreement between WidePoint Corporation and Mark Mirabile, dated July 1, 2002.*
(Incorporated herein by reference to Exhibit 10.26 to Registrants Report of Form
10Q, as filed on August 15, 2002 (File No. 000-23967))
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 | Preferred
Stock Purchase Agreement Between WidePoint Corporation and Barron Partners LP.
(Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report
on Form 8-K/A filed on November 2, 2004.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 | Common
Stock Purchase Warrant between WidePoint Corporation and Barron Partners LP.
(Incorporated herein by reference to Exhibit 10.2 to the Registrants Current Report
on Form 8-K/A filed on November 2, 2004.)
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

* Management contract or
compensatory plan.

24

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|10.6 | Registration
Rights Agreement between WidePoint Corporation and Barron Partners LP. (Incorporated
herein by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K/A
filed on November 2, 2004.)
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 | Stock
Purchase Agreement between WidePoint Corporation, Operational Research Consultants, Inc.
(Incorporated herein by reference to Exhibit 10.5 to the Registrants Current Report
on Form 8-K/A filed on November 2, 2004.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8 | Master
Amendment between WidePoint Corporation and Barron Partners L.P. (Incorporated herein by
reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
November 11, 2004.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.9 | Loan
and Security Agreement, dated as of October 22, 2004, by and between RBC Centura Bank and
the Registrant. (Incorporated herein by reference to Exhibit 10.46 to the Registrants
Annual Report on Form 10-K for the year ended December 31, 2004, as filed with Form
10-K/A No. 1 thereto.)
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 | Letter
Amendment to Loan and Security Agreement, dated as of February 7, 2005, by and between
RBC Centura Bank and the Registrant. (Incorporated herein by reference to Exhibit 10.47
to the Registrants Annual Report on Form 10-K for the year ended December 31, 2004,
as filed with Form 10-K/A No. 1 thereto.)
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 | Form
of Letter  Agreement  between  Goldman,  Sachs & Co., Barron Partners L.P. and
WidePoint  Corporation,  as executed on April          26, 2005. (Filed as Exhibit 10.46
to the Registrants Amendment No. 1 to Form S-1 as filed on May 5, 2005.)
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12 | Form
of Letter  Agreement  between  Goldman,  Sachs & Co., Barron Partners L.P. and
WidePoint  Corporation,  as executed on April          28, 2005. (Filed as Exhibit 10.47
to the Registrants Amendment No. 1 to Form S-1 as filed on May 5, 2005.)
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.13 | Employment
and Non-Compete Agreement between WidePoint Corporation, Operational Research
Consultants, Inc and Daniel Turissini.* (Incorporated herein by reference to Exhibit
10.14 to the Registrants Annual Report on Form 10-K for the year ended December 31,
2006, as filed with the SEC on March 15, 2007).
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.14 | Addendum
to Employment and Non-Compete Agreement, dated as of October 25, 2006, between Daniel
Turissini and the Registrant.* (Incorporated herein by reference to Exhibit 10.15 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2006, as
filed with the SEC on March 15, 2007).
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21 | Subsidiaries
of WidePoint Corporation (Incorporated herein by reference to Exhibit 21 to the Registrants
Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC on
March 15, 2007).
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

* Management contract or
compensatory plan.

25

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|23.1 | Consent
of Moss Adams LLP (Incorporated herein by reference to Exhibit 23.1 to the Registrants
Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC on
March 15, 2007).
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|23.2 | Consent
of Epstein Weber & Conover P.L.C. (Incorporated herein by reference to Exhibit 23.2
to the Registrants Annual Report on Form 10-K for the year ended December 31, 2006,
as filed with the SEC on March 15, 2007).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|23.3 | Consent
of Grant Thornton LLP (Incorporated herein by reference to Exhibit 23.3 to the Registrants
Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC on
March 15, 2007).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.1A | Amended
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Filed herewith)
|----- | ---------------------------------------------------------------------------------------------------------------------------

|31.2A | Amended
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Filed herewith)
|----- | ---------------------------------------------------------------------------------------------------------------------------

|32A | Amended
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley          Act of 2002 (Filed herewith)
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

26