UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A


(Amendment
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,
2009.





WIDEPOINT CORPORATION


(Exact
name of registrant as specified in its charter.)





Delaware
                    
                    001-33035
                    
                    52-2040275(State
      or other jurisdiction of
                    
                    (Commission
                    
                    (I.R.S.
      Employerincorporation
      or organization)
                    
                    File
      Number)
                    
                    Identification
      No.)





18W100 22nd St., Oakbrook Terrace,
      IL
                  
                  60181(Address
      of principal executive offices)
                  
                  (Zip
      Code)





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





Securities
registered pursuant to Section 12(b) of the Act:





Title of each
class:





Common
Stock, $.001 par value per share





Name of
each exchange on which registered





NYSE
Amex





Securities
registered pursuant to section 12(g) of the Act:  None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.Yes ̈Nox





Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.Yes ̈Nox





Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days:





YesxNo ̈





Indicate by check mark whether the
registrant has submitted electronically all data and posted on its corporate
website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files):





Yes ̈No ̈





Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.   ̈





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.





Large accelerated
filer   ̈Accelerated filer   ̈Non-accelerated filer  ̈


Smaller Reporting
Companyx





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act).





Yes ̈Nox





State the aggregate market value of the
registrant’s voting and non-voting common equity held by non-affiliates of the
registrant computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.    $25,978,388.




As of March 24, 2010, the registrant
had 61,375,333 shares of its Common Stock issued and outstanding










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, 2009, as set forth in the pages attached hereto:





Part
      III
                Item
      10
                Directors,
      Executive Officers and Corporate GovernanceItem
      11
                Executive
      CompensationItem
      12
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder MattersItem
      13
                Certain
      Relationships and Related Transactions, and Director
      IndependenceItem
      14
                Principal
      Accountant Fees and ServicesPart
      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
      CorporationDate:
      April 30, 2010
              By:
              /s/ James T. McCubbinJames
      T. McCubbinExecutive
      Vice President andChief
      Financial Officer





INTRODUCTORY
NOTE





This Form
10-K/A is being filed as Amendment No. 1 to WidePoint Corporation’s (“we”,
the “Company” or “WidePoint”) Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 and originally filed on March 31, 2010, for
purposes of (i) adding information under Items 10, 11, 12, 13 and 14 of Part
III, and (ii) amending Item 15(b) to include certifications of the Company’s
Chief Executive Officer and Chief Financial Officer attached hereto as Exhibits
31.1A, 31.2A, and 32A, respectively.





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,
2010:




Name
              
              Age
              
              PositionSteve
      L. Komar
              
              68
              
              Chief
      Executive Officer, Director, and Chairman of the BoardJames
      McCubbin
              
              46
              
              Executive
      Vice President, Chief Financial Officer, Secretary, Treasurer and
      DirectorRonald
      S. Oxley
              
              63
              
              Executive
      Vice President – Business Development, and DirectorJames
      Ritter
              
              65
              
              Director,
      Chairman of the Compensation and Nominating CommitteesMorton
      Taubman
              
              66
              
              Director,
      Chairman of the Audit CommitteeOtto
      Guenther
              
              68
              
              DirectorGeorge
      Norwood
              
              67
              
              DirectorDaniel
      E. Turissini
              
              50
              
              Chief
      Technology Officer and Chief Executive Officer and President – Operational
      Research Consultants, Inc.Jin
      Kang
              
              45
              
              Chief
      Executive Officer and President of iSYS
LLC





Steve L.
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
brings extensive financial and operational management experience to the Board
of Directors of the Company (the
“Board”) as a result of his past operational experience at several large
firms where he held senior executive positions in areas including financial and
operational management and mergers & acquisitions. The financial and
managerial skills he developed over a career that has spanned more than 40
years, as well as Mr. Komar’s experience as our Chairman and Chief Executive
Officer, his knowledge of our Company as a result thereof, and his prior
performance serving as a board member of the Company, led the Board to conclude
that he should continue to serve as a director of the Company.




James T. McCubbinhas served as a director and as our Secretary since November 1998. In May
2008, Mr. McCubbin was promoted to Executive Vice President and Chief Financial
Officer.  Prior to that time, from August 1998 till May 2008, Mr.
McCubbin 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 joining 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 Directors
of Tianjin Pharmaceutical Company and is Chairman of its Audit Committee,
Nominating Committee, and Compensation Committee. Mr. McCubbin also serves on
the Board of Directors of The Quigley Corporation and serves on its Audit
Committee.  Mr. McCubbin was on the Board of Directors of Redmile
Entertainment until his resignation on March 1, 2008. 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 brings extensive financial and corporate compliance expertise as well
as internal knowledge of the Company as a result of his having over 13 years of
experience with the Company.  Mr. McCubbin also has significant
experience serving in financial managerial roles within a variety of
organizations and membership on several boards of directors over the past 25
years.  These experiences and his prior performance as a Board member
led the Board to conclude that he should continue to serve as a director of the
Company.




Lieutenant
General (Ret.) Otto J. 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.  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.  General Guenther was awarded several honors by the U.S. 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 the Government Computer News Hall of
Fame.  General Guenther received a Bachelor of Science Degree in
Economics from Western Maryland College, now called McDaniel College, and a
Masters Degree in Procurement and Contracting from the Florida Institute of
Technology.







General
Guenther brings to the Board extensive knowledge of the federal marketplace as a
result of a career that has spanned both military and informational technology
industries.  In addition, General Guenther’s knowledge of federal
infrastructure as well as experience in successful business development and
board service is particularly valuable to the Company. This experience, as well
as his independence from the Company and his prior performance as a Board
member, led the Board to conclude that he should continue to serve as a director
of the Company.




Major General
(Ret.) George W. Norwoodhas served as a director since his appointment
on August 15, 2007.  General Norwood serves as a member of the Audit
Committee and the Compensation Committee.  General Norwood is
currently President and Chief Executive Officer 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. General 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 also on the board of strategic advisors of AtHoc, Inc.
General Norwood received a Bachelor of Science Degree in Mathematics from San
Diego State University and a Masters Degree in Business Administration from
Golden Gate University. He is also a graduate of the National War College and
Defense Language Institute.




General
Norwood brings to the Board extensive knowledge of the federal marketplace as a
result of a career that has spanned both military and defense
contracting.  General Norwood’s experience supporting the federal
infrastructure as well as his experience in successful business development and
board service is particularly valuable to the Company. This experience, as well
as his independence from the Company and his prior performance as a Board
member, led the Board to conclude that he should continue to serve as a director
of the Company.







James M. Ritterhas served as a director since December 1999 and served as Assistant
Secretary of the Company from December 2002 until 2008.  Mr. Ritter is
the Chairman of the Corporate Governance and Nominating Committee and the
Compensation Committee and is also a member of the Audit
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 brings to the Board extensive knowledge of information systems and
managerial experience as a result of a career managing and building complex
information technology systems. This experience, as well as his independence
from the Company, his prior performance as a Board member, and his service on
other boards of directors, led the Board to conclude that he should continue to
serve as a director of the Company.




Morton S. Taubmanhas 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 of Science Degree in Accounting from
the University of Baltimore, a Juris Doctor Degree from the University of
Baltimore Law School, and a Masters of Law Degree from Georgetown University.
Mr. Taubman serves on the Board of Directors for a term expiring at the 2010
Annual Meeting of Shareholders.




Mr.
Taubman brings to the Board financial expertise and is qualified as an audit
committee financial expert.  Mr. Taubman also brings to the Board a
wealth of experience as a financial and legal professional serving as partners
at both major auditing and legal firms.  This experience, as well as
his independence from the Company and his prior performance as a Board member,
led the Board to conclude that he should continue to serve as a director of the
Company.







Ronald S. Oxleyhas served as a director since his appointment on August 15, 2006. Mr.
Oxley became the Executive Vice President – Business Development for the Company
in May 2008 and as a result, resigned from his position as Chairman of the
Corporate Governance and Nominating Committee, and member of the Audit Committee
and 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 were 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. Prior to
joining ARC in 2004, Mr. Oxley was president and general manager of L-3
Communications Analytics Corporation based in Vienna, Virginia. Mr. Oxley came
to L-3 in April 2000, from Litton/PRC Inc, where he was senior vice president of
business development and marketing.  Mr. Oxley 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.




Mr. Oxley
brings to the Board extensive knowledge of the federal marketplace as a result
of a career that has spanned both U.S. federal government and business
enterprises.  Mr. Oxley’s knowledge of federal infrastructure as well
as his experience in successful business development and board service, together
with his prior performance as a Board member, led the Board to conclude that he
should continue to serve as a director of the Company.




Daniel E.
Turissinihas 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 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 principal 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.  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 U.S. Merchant
Marine Academy with a Bachelor of Science Degree in Engineering and holds a
Masters of Engineering Administration from The George Washington
University.







Jin Kangserves as the Chief Executive Officer and President of iSYS, a
wholly-owned subsidiary of the Company, since our acquisition of iSYS on January
4, 2008.  Mr. Kang founded the company in 1999 and has managed iSYS
since its inception. Mr. Kang has over 20 years of professional experience in
the Federal Government Information Technology Services field. Prior to founding
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 $190 million in
sales.  Mr. Kang received a Bachelor and a Masters Degrees in Computer
Science and Computer Systems Management from the University of
Maryland.




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 and business conduct 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)


·
            JamesM.Ritter


·
            GeorgeW.Norwood





The Audit Committee metfourtimes in 2009.  The Audit Committee has
been established in accordance with Section 3(a)(58)(A) of the Securities and
Exchange Act of 1934.  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 the
Company’s 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 may meet privately
with representatives of Moss Adams LLP, our independent accountants, and with
WidePoint’s Executive Vice President and Chief Financial Officer.  The
Board has determined that Mr. Taubman, an independent director, satisfies the
“financially sophisticated” requirements set forth in the NYSE Amex Company
Guide, and has designated Mr. Taubman as the “audit committee financial expert,”
as such term is defined by the SEC.









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 generally 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 the Company's review of Forms 3 and 4
filed during 2009, all such Forms 3 and Forms 4 were filed on a timely
basis.




ITEM
      11.
            EXECUTIVE
      COMPENSATION.





The following table contains information
about the Chief Executive Officerand thefourother most highly paid executive
officers whose total compensation earned during 2009exceeded
$100,000.





SUMMARY COMPENSATION
TABLE





Name
      and
                                    Principal
                                    Position
                                  
                                  Year
                                  
                                  Salary
      ($)
                                  
                                  
                                  Bonus
      ($)
                                  
                                  
                                  Option
      Awards($)(1)
                                  
                                  
                                  All
      Other
                                    Compensation
                                    ($)(2)
                                  
                                  
                                  Total
      ($)Steve
      Komar
                                  
                                  2009
                                  
                                  
                                  180,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  7,200
                                  (3)
                                  
                                  
                                  187,200Chairman,
      President & Chief Executive Officer
                                  
                                  2008
                                  
                                  
                                  98,333
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  7,200
                                  (3)
                                  
                                  
                                  105,533James
      McCubbin
                                  
                                  2009
                                  
                                  
                                  180,000
                                  
                                  
                                  
                                  20,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  6,000
                                  (3)
                                  
                                  
                                  206,000Executive
      Vice President, Chief Financial Officer, Secretary and
      Treasurer
                                  
                                  2008
                                  
                                  
                                  144,417
                                  
                                  
                                  
                                  40,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  6,000
                                  (3)
                                  
                                  
                                  190,417Ronald
      Oxley (4)
                                  
                                  2009
                                  
                                  
                                  180,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  9,490
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  189,490Executive
      Vice President, Sales and Marketing
                                  
                                  2008
                                  
                                  
                                  120,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  202,500
                                  
                                  
                                  
                                  5,000
                                  
                                  
                                  
                                  327,500Dan
      Turissini (5)
                                  
                                  2009
                                  
                                  
                                  250,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  250,000Chief
      Technology Officer and Chief Executive Officer of
      ORC
                                  
                                  2008
                                  
                                  
                                  225,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  225,000Jin
      Kang (6)
                                  
                                  2009
                                  
                                  
                                  250,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  15,845
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  265,845Chief
      Executive Officer of iSYS
                                  
                                  2008
                                  
                                  
                                  225,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  267,750
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  492,750







(1) Reference ismade to Note 2 to
the consolidated financial statements contained in our Annual Report on Form
10-K, as filed on March 31, 2010, with respect to the calculation of such
amounts. As further described below under the heading Outstanding Equity Awards
at Fiscal Year-End and in Note 2 to the consolidated financial statements
contained in our Annual Report on Form 10-K, as filed on March 31, 2010, on May
11, 2009, 950,000 options held by management and other employees were cancelled
and replaced with replacement options to such individuals. The amounts
recognized in this column represent the proportion of earned fair market value
of the Replacement Options (as defined below) over the Cancelled Options (as
defined below) attributable to the applicable individual as a result of the
cancellation of the Cancelled Options and the issuance of the Replacement
Options.





(2) For
Mr. Komar, includes a monthly home office and phone allowance of
$600.  For Mr. McCubbin, includes a monthly home office allowance of
$500.





(3)
Represents Directors’ fees received in connection with the individual’s position
as a director of the Company.





(4) For
Mr. Oxley, Directors fees of $5,000 were paid prior to his employment with the
Company, which employment commenced in May of 2008, and 250,000 options were
granted to Mr. Oxley as a result of his employment with the Company in May of
2008, with such options being granted on July 25, 2008 at a price per common
share of $0.81 with an intrinsic value of $202,500. Such options become fully
exercisable on July 25, 2015, subject to acceleration upon the achievement of
certain performance measures.  No directors fees were paid to Mr.
Oxley in 2010.





(5) Mr.
Turissini’s annual salary was increased by $25,000 to a total of $250,000 in
July 2009 in connection with the extension of his employment agreement for an
additional two years.





(6) Mr.
Kang’s annual salary was increased by $25,000 to a total of $250,000 in July
2009.  Options were granted to Mr. Kang as a result of his employment
with the Company commencing in January 2008, as part of our acquisition of iSYS,
LLC. Options representing 315,000 common shares were issued on January 4, 2008
at a price per common share of $0.85 per common share with an intrinsic value of
$267,750. Such options became fully exercisable on April 5, 2008.





Outstanding
Equity Awards at Fiscal Year-End




The
following table sets forth information on outstanding warrants, options and
stock awards held by the named executive officers at December 31, 2009,
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.




Option AwardsName
                                      
                                      Number of
                                        Securities
                                        Underlying
                                        Unexercised
                                        Options (#)
                                        Exercisable
                                      
                                      
                                      Number of
                                        Securities
                                        Underlying
                                        Unexercised
                                        Options (#)
                                        Unexercisable
                                      
                                      
                                      Equity Incentive
                                        Plan Awards:
                                        Number of
                                        Securities
                                        Underlying
                                        Unexercised
                                        Unearned
                                        Options (#)
                                      
                                      
                                      Option Exercise
                                        Price
                                        ($)
                                      
                                      Option Expiration DateSteve
      L. Komar,
                                      
                                      
                                      425,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      0.07
                                      
                                      7/7/2012Chairman,
      President &
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      0.09
                                      
                                      4/24/2013Chief
      Executive Officer
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      0.13
                                      
                                      12/31/2013James
      T. McCubbin, Executive Vice President,
                                      
                                      
                                      1,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      1.35
                                      
                                      7/3/2010Chief
      Financial Officer, Secretary and Treasurer
                                      
                                      
                                      450,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      0.17
                                      
                                      1/2/2010









Option AwardsName
                                  
                                  Number of
                                    Securities
                                    Underlying
                                    Unexercised
                                    Options (#)
                                    Exercisable
                                  
                                  
                                  Number of
                                    Securities
                                    Underlying
                                    Unexercised
                                    Options (#)
                                    Unexercisable
                                  
                                  
                                  Equity Incentive
                                    Plan Awards:
                                    Number of
                                    Securities
                                    Underlying
                                    Unexercised
                                    Unearned
                                    Options (#)
                                  
                                  
                                  Option Exercise
                                    Price
                                    ($)
                                  
                                  Option Expiration DateRonald
      Oxley
                                  
                                  
                                  12,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  2.80
                                  
                                  8/15/2016Executive
      VicePresident,
                                  
                                  
                                  50,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  0.54
                                  
                                  8/15/2016Sales
      & Marketing
                                  
                                  
                                  -
                                  
                                  
                                  
                                  250,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  0.83
                                  
                                  7/25/2018Daniel
      Turissini, Chief Technology Officer and Chief Executive Officer of
      ORC
                                  
                                  
                                  470,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  0.76
                                  
                                  9/14/2015Jin
      Kang
                                  
                                  
                                  315,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  0.54
                                  
                                  1/4/2013President
      iSYS, LLC





On May
11, 2009, the Company’s Compensation Committee of the Board of Directors voted
to cancel 950,000 options held by management and other employees (the “Cancelled
Options”) and issue replacement options to such individuals (the “Replacement
Options”). The optionees all concurred with such action by the Compensation
Committee. The Cancelled Options had varying exercise prices ranging from $0.85
to $2.80 with a weighted average exercise price of $1.06 per share. The exercise
price of the Replacement Options was set at $0.54 per share. Other than the
exercise price per share, there are no differences in the terms between the
Cancelled Options and the Replacement Options. The incremental additional fair
value of the Replacement Options was calculated to be approximately $64,000,
which was determined by calculating the fair value of the Cancelled Options as
they existed on May 11, 2009 immediately prior to cancellation as compared to
the fair value on the same date of the exercise price of the Replacement
Options. This amount of additional fair value of the Replacement Options will be
recognized over the vesting period of the Replacement Options. Since some of the
Replacement Options were fully vested at May 11, 2009, there was an expense of
approximately $45,000 recognized in the three months ended June 30, 2009 as a
result of the cancellation of the Cancelled Options and the issuance of the
Replacement Options.





1,333,333
options were exercised in 2009 by each of James T. McCubbin and Steve L. Komar
and no options were exercised by the remaining named executive officers in
2009.





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 option periods. On July 25, 2008, the Company entered into an
addendum to the employment agreement that provided that Mr. Komar’s employment
agreement shall be extended by one year and provided for an additional one year
option period.  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 his 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 (as defined in Mr. Komar’s employment agreement), provided
that Mr. Komar gives at least 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 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 (as defined in Mr.
Komar’s employment agreement).  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 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 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 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 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
Mr. Komar’s employment 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 a similar
position of control, then all obligations under Mr. Komar’s employment agreement
will immediately terminate except that the Company shall pay to Mr. Komar 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. 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.  Mr.
Komar’s employment agreement defines “Cause” as (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 the
employment 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.




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 option
periods. On July 25, 2008, the Company entered into an addendum to the
employment agreement that provided that Mr. McCubbin’s employment agreement
shall be extended by one year and provided for an additional one year option
period.  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 contains 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 (as defined in Mr. McCubbin’s employment
agreement), provided that Mr. McCubbin gives at least 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 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 (as
defined in Mr. McCubbin’s employment agreement).




In the
event Mr. McCubbin 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 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 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 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 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 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 Mr. McCubbin’s employment
agreement, then a $100,000 lump sum payment is immediately due to Mr. McCubbin,
and any future payments under the employment 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 a similar position of control, then all obligations under
the employment 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.  Mr. Komar’s employment agreement defines
“Cause” as (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 the employment agreement by Mr. McCubbin which is not cured
by Mr. McCubbin 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.







Mr.
Oxley.  In May 2008, the Company entered into an employment
agreement with Ronald Oxley, our Executive Vice President of Sales, Marketing
and Business Strategy. The agreement provides for (1) a base salary of $180,000
per year, (2) reimbursement for pre-approved 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 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 of his agreement unless terminated earlier by (a) Mr.
Oxley’s death or permanent disability which renders him unable to perform his
duties hereunder (as determined by WidePoint in its good faith judgment), (b)
Mr. Oxley’s resignation, commencing from and after the second anniversary date
of his agreement, upon prior written notice to WidePoint of 90 days before the
annual anniversary date of this Agreement, or (c) WidePoint for Cause. Mr.
Oxley’s employment agreement defines “Cause” as (i) the repeated failure or
refusal of Mr. Oxley to follow the lawful directives of WidePoint or its
designee (except due to sickness, injury or disabilities), after prior notice to
Mr. Oxley and a reasonable opportunity to cure by Mr. Oxley of up to 30 days,
(ii) gross inattention to duty or any other willful, reckless or grossly
negligent act (or omission to act) by Mr. Oxley, which, in the good faith
judgment of WidePoint, materially injures WidePoint, including the repeated
failure to follow the policies and procedures of WidePoint, after prior notice
to Mr. Oxley and a reasonable opportunity to cure by Mr. Oxley of up to 30 days,
(iii) a material breach of the employment agreement by Mr. Oxley, after prior
notice to Mr. Oxley and a reasonable opportunity to cure by Mr. Oxley of up to
30 days, (iv) the commission by Mr. Oxley of a felony or other crime involving
moral turpitude or the commission by Mr. Oxley of an act of financial dishonesty
against WidePoint or (v) a proper business purpose of WidePoint, which shall be
limited only to a decrease in the staffing of the corporate headquarters staff
or the elimination of the position filled by Mr. Oxley as a result of a material
decrease in revenues and/or profits of WidePoint, 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 WidePoint prior
to the termination of Mr. Oxley; provided, however, that in the event WidePoint
terminates Mr. Oxley for a “proper business purpose,” then (I) the scope of the
non-compete set forth in the employment agreement shall be limited to the
products and services offered by WidePoint as of the termination of Mr. Oxley
and (II) WidePoint shall pay to Mr. Oxley the lesser of (A) Mr. Oxley’s salary
and benefits each month for the 6 month period immediately following such
termination or (B) in the event less than 6 months remains in the then current
term of Mr. Oxley’s employment with WidePoint, then Mr. Oxley shall receive his
salary and benefits each month for such lesser remaining period of
time.







Mr.
Oxley’s employment agreement further provides that during the employment period
and for one year following the termination of Mr. Oxley’s agreement as a result
of his resignation or a termination by WidePoint for Cause, Mr. Oxley 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 WidePoint; nor shall Mr. Oxley attempt to influence any
then existing or targeted customers, clients or suppliers of WidePoint to
curtail any business they are currently, or in the last 24 months have been,
transacting with WidePoint. Furthermore, during such period, Mr. Oxley shall
not, without WidePoint’s prior written consent, knowingly solicit or encourage
any existing employee or recruit to leave or discourage their employment with
WidePoint.




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 July 25, 2007, the Company
entered into an addendum to the employment agreement that provided that Mr.
Turissini’s employment agreement shall be annually renewable through October 24,
2009.  On July 15, 2009, the Company entered into an addendum to the
employment agreement that provided that the term of Mr. Turissini’s employment
agreement shall extend through October 31, 2011. The agreement, as amended
pursuant to the July 15, 2009 addendum, provides for (1) a base salary of
$250,000 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
employment agreement also contains a termination provision.  Mr.
Turissini’s employment period will continue from the date of his agreement on
October 24, 2004 until October 31, 2011 unless terminated earlier by (a) Mr.
Turissini’s death or permanent disability which renders him unable to perform
his duties hereunder (as determined by ORC and WidePoint in their good faith
judgment), (b) Mr. Turissini’s resignation, commencing from and after the third
anniversary date of his employment agreement, upon prior written notice to ORC
and WidePoint of 90 days before the annual anniversary date of his employment
agreement, or (c) ORC and/or WidePoint for Cause.  Mr. Turissini’s
employment agreement defines “Cause” as (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 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 30 days, (iii) a material breach of the employment agreement
by Mr. Turissini, after prior notice to Mr. Turissini and a reasonable
opportunity to cure by Mr. Turissini of up to 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 subparagraph (v), then (I) the scope of the
non-compete under Paragraph 5 of the employment agreement 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 his salary and
benefits each month for the six month period immediately following such
termination..




Mr.
Turissini’s employment agreement further provides that for one year following
the termination of Mr. Turissini’s employment agreement as a result of his
resignation or a termination by ORC or WidePoint 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. 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.




Mr.
Kang. In January 2008, Jin
Kang entered into an Employment and Non-Compete Agreement with iSYS, LLC and
WidePoint, pursuant to which Mr. Kang serves as the President of iSYS. The
agreement provides for (1) a base salary of $225,000 per year, which may be
increased by the Company on an annual basis to reflect merit increases and which
was increased in July 2009 to a base salary of $250,000, (2) reimbursement for
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 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 of his agreement, January 4, 2008 until he is terminated
either by (a) Mr. Kang’s death or permanent disability, (b) Mr. Kang’s
resignation (other than for Good Reason), upon prior written notice to WidePoint
and iSYS of 90 days, or (c) iSYS or WidePoint for Cause. Mr. Kang’s employment
agreement defines “Cause” as (i) the repeated failure or refusal of Mr. Kang to
follow the lawful directives of iSYS, WidePoint or their designee (except due to
sickness, injury or disabilities), after prior notice to Mr. Kang and a
reasonable opportunity to cure by Mr. Kang of up to 30 days, (ii) gross
inattention to duty or any other willful, reckless or grossly negligent act (or
omission to act) by Mr. Kang, which, in the good faith judgment of WidePoint or
iSYS, materially injures WidePoint or iSYS, including the repeated failure to
follow the policies and procedures of WidePoint or iSYS, after prior notice to
Mr. Kang and a reasonable opportunity to cure by Mr. Kang of up to 30 days,
(iii) a material breach of his employment agreement by Mr. Kang, after prior
notice to Mr. Kang and a reasonable opportunity to cure by Mr. Kang of up to 30
days or (iv) the conviction by Mr. Kang of a felony or other crime involving
moral turpitude or the commission by Mr. Kang of an act of financial dishonesty
against WidePoint or iSYS. Good Reason shall mean (i) a material breach of the
employment agreement by WidePoint or iSYS, subject to written notice and an
opportunity to cure of up to 30 days, (ii) any material adverse alteration or
diminution of Mr. Kang’s duties, subject to written notice and an opportunity to
cure of up to 30 days, and (iii) the relocation of iSYS’ principal executive
offices to a location more than 50 miles from its present location.





Upon
termination of Mr. Kang’s employment without Cause or by Mr. Kang for Good
Reason (as defined in Mr. Kang’s employment agreement), iSYS shall pay to Mr.
Kang (i) any unpaid base salary as of the date of termination, (ii) in the event
that the termination occurs prior to the third anniversary of WidePoint’s
acquisition of iSYS, base salary from the date of termination until the third
anniversary of WidePoint’s acquisition of iSYS, (iii) a pro rata portion of any
bonus payable to Mr. Kang in respect of the year in which the termination occurs
and (iv) reimbursement of outstanding business expenses.





Mr.
Kang’s employment agreement further provides that during the employment period
and for two years following the termination of Mr. Kang’s employment as a result
of his resignation other than for Good Reason or a termination by WidePoint or
iSYS for Cause, Mr. Kang 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 WidePoint and iSYS; nor shall Mr.
Kang attempt to influence any then existing or targeted customers, clients,
consultants or suppliers of WidePoint or iSYS to curtail any business they are
currently, or in the last 36 months have been, transacting with WidePoint or
iSYS. Furthermore, during such period, Mr. Kang shall not, without the prior
written consent of WidePoint and iSYS, knowingly solicit or encourage any
existing employee, consultant or recruit to leave or discourage their employment
with WidePoint or iSYS.







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
2009:





Fees
      Earned
                  
                  
                  Option
                  
                  
                  All
      Otheror
      Paid in Cash
                  
                  
                  Awards
                  
                  
                  Compensation
                  
                  
                  TotalDirector Name
                  
                  ( $)
                  
                  
                  ($)(1)
                  
                  
                  ($)
                  
                  
                  ($)James
      Ritter
                  
                  
                  12,000
                  
                  
                  
                  13,500
                  
                  
                  
                  -
                  
                  
                  
                  25,500Morton
      Taubman
                  
                  
                  12,000
                  
                  
                  
                  8,870
                  
                  
                  
                  -
                  
                  
                  
                  20,870George
      Norwood
                  
                  
                  12,000
                  
                  
                  
                  3,790
                  
                  
                  
                  -
                  
                  
                  
                  15,790Otto
      Guenther
                  
                  
                  12,000
                  
                  
                  
                  3,790
                  
                  
                  
                  -
                  
                  
                  
                  15,790





(1)  The amounts set forth in
this column represent compensation expense as determined by the Black-Scholes
calculation recognized by the Company in 2007 with respect to options grants, if
any, in 2009.  Reference is made to Note 2 to our financial statements
contained in our Annual Report on Form 10-K for the year ended December 31, 2009
with respect to the calculation of such expense.As further
described above under the heading Outstanding Equity Awards at Fiscal Year-End
and in Note 2 to the consolidated financial statements contained in our Annual
Report on Form 10-K, as filed on March 31, 2010, on May 11, 2009, 950,000
options held by management and other employees were cancelled and replaced with
replacement options to such individuals. The amounts recognized in this column
represent the proportion of earned fair market value of the Replacement Options
over the Cancelled Options attributable to the applicable individual as a result
of the cancellation of the Cancelled Options and the issuance of the Replacement
Options.  The aggregate number of
shares subject to outstanding options held by each director as of December 31,
2009 is as follows: Mr. Ritter, 75,000; Mr. Taubman, 62,000; General Norwood,
62,000; and General Guenther, 62,000.





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 26, 2010.





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





Percent
      ofNumber
      of Shares
                                        
                                        
                                        Common
      StockNames and Complete Mailing
      Address
                                        
                                        of Common Stock
                                        
                                        
                                        OutstandingCitigroup
      Inc., Citigroup Global Markets, Inc.,
                                        
                                        
                                        5,350,000
                                        
                                        
                                        
                                        8.8
                                        %(1)Citigroup
      Financial Products Incand
      Citigroup Global Markets Holdings Inc.388
      Greenwich StreetNew
      York, NY  10013Samuel
      Andrew Donaldson
                                        
                                        
                                        3,301,000
                                        
                                        
                                        
                                        5.3
                                        %(2)1717
      Desales St., N.W.Washington,
      D.C., D. C., 20036Ewing
      & Partners, Timothy G. Ewing, Ewing
                                        
                                        
                                        3,280,500
                                        
                                        
                                        
                                        5.4
                                        %(3)Asset
      Management,  LLC and EnduranceGeneral
      Partners, L.P.4515
      Cole AvenueSuite
      808Dallas,
      TX 75205







(1)   Citigroup
Inc, Citigroup Global Markets, Citigroup Financial Products Inc., and Citigroup
Global Markets Holdings Inc. have no sole voting power in respect to the shares
listed above; shared voting power in respect to all 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.  Information based
solely on a Schedule 13G/A filed with the SEC on January 20, 2010.





(2)   Samuel
Andrew Donaldson has sole voting and dispositive power in respect to the shares
listed above.





(3)   Ewing
& Partners is deemed a beneficial owner of the shares listed above and each
of the other listed persons or entities is deemed a beneficial owner of
3,240,500 of the shares listed above, which includes 2,312,260 shares owned by
Endurance Partners (Q.P.), L.P. and 928,240 shares owned by Endurance Partners,
L.P.  Information based solely on a Schedule 13G/A filed with the SEC
on February 13, 2009.





The
following table sets forth the number of shares of our Common Stock beneficially
owned as of April 26, 2010 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.  The calculation of the percentage of outstanding shares is
based on 61,375,333 shares outstanding as of March 24, 2010.




Security Ownership of Directors and
Executive Officers





Number
      of
                      
                      
                      Percent
      ofDirectors,
      Nominees
                      
                      Shares
      of
                      
                      
                      Outstandingand Executive Officers
                      
                      Common Stock (1)
                      
                      
                      Common Stock (1)Steve Komar
    (2)
                      
                      
                      1,959,203
                      
                      
                      
                      3.2
                      %Morton Taubman
      (3)
                      
                      
                      62,000
                      
                      
                      
                      0.1
                      %James McCubbin
      (4)
                      
                      
                      1,901,203
                      
                      
                      
                      3.1
                      %James Ritter
      (5)
                      
                      
                      115,500
                      
                      
                      
                      0.2
                      %Daniel Turissini
      (6)
                      
                      
                      1,246,750
                      
                      
                      
                      2.0
                      %Ronald Oxley
      (7)
                      
                      
                      133,000
                      
                      
                      
                      0.2
                      %Jin Kang
(8)
                      
                      
                      2,591,846
                      
                      
                      
                      4.2
                      %Otto Guenther
      (9)
                      
                      
                      62,000
                      
                      
                      
                      0.1
                      %George Norwood
      (10)
                      
                      
                      62,000
                      
                      
                      
                      0.1
                      %All directors
      andofficers as a
      group(9 persons)
      (11)
                      
                      
                      8,133,502
                      
                      
                      
                      13.2
                      %










(1)   Assumes in the case of each shareholder
listed above 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)641,100shares owned directly by Mr.Komar, (ii)525,000shares subject to exercisable options to
purchase shares from the Company,and(iii)793,103 shares held bySLK Diversified L.P., a limited
partnership controlled by Mr. Komar, as a result of which such shares are now
held by him indirectly.





(3)   Includes62,000sharessubject to exercisable options to
purchase shares from the Company.





(4)   Includes (i)1,450,203sharesowned directlyby Mr. McCubbin,and(ii)451,000sharessubject to exercisable options to
purchase shares from the Company.





(5)   Includes (i) 65,500 shares 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.  Does not include 25,000
shares of Common Stock that may be purchased by him at a price of $0.54 per
share through May 11, 2019, under an option granted on May 11,
2009.





(6)   Includes (i) 776,750 sharesowned directly by Mr.
Turissini, and (ii) 470,000
sharessubject to
exercisable options to purchase shares from the Company.





(7)   Includes (i)71,000sharesowned directly by Mr. Oxley, and (ii)
62,000 shares subject to exercisable options to purchase shares from the
Company.Does
not include 250,000 shares that may be purchased by Mr. Oxley at a price of
$0.83 per share until July 25, 2018, pursuant to a stock option granted to him
on May 11, 2009.





(8)   Includes (i)2,276,846sharesowned directly byMr. Kang, and (ii) 315,000 shares subject to
exercisable options to purchase shares from the
Company.





(9)   Includes62,000shares subject to exercisable options to
purchase shares from the Company.





(10)   Includes62,000 sharessubject to exercisable options to
purchase shares from the Company.







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





Equity
Compensation Plan Information:





The
following table sets forth information as of December 31, 2009, with respect to
the Company's compensation plans under which its Common Stock is authorized for
issuance:





(a)
                      
                      
                      (b)
                      
                      
                      (c)Number
      of securities
                        to
      be issued upon
                        exercise
      of
                        outstanding
      options,
                        warrants,
      and rights
                      
                      
                      Weighted
      average
                        exercise
      price of
                        outstanding
      options,
                        warrants,
      and rights
                      
                      
                      Number
      of securities
                        remaining
      available
                        for
      future issuance
                        (excluding
      securities
                        reflected
      in
                        column (a))Equity
      Compensation Plans:Approved
      by security holders
                      
                      
                      4,517,411
                      
                      
                      $
                      0.54
                      
                      
                      
                      4,510,438Not
      approved by security holders
                      
                      
                      54,878
                      
                      
                      $
                      0.80
                      
                      
                      
                      - 0
      -Total
                      
                      
                      4,572,289
                      
                      
                      $
                      0.56
                      
                      
                      
                      4,510,438





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





A related
person transaction is a consummated or currently proposed transaction in which
the Company has been, is or will 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 on July 8, 2009, each of Steve L.
Komar and James T. McCubbin, each of whom are presently an officer and director
of the Company, exercised, in the form of a cashless exercise, his respective
warrant to purchase 1,333,333 shares of common stock of the Company, which
warrant was previously issued to such individual pursuant to a Warrant Purchase
Agreement, dated July 14, 2004, by and between the Company and each such
individual. As a result of his respective cashless exercise of such warrant,
each of Steve L. Komar and James T. McCubbin, as applicable, was issued 793,103
shares of common stock of the Company, with 540,230 shares of common stock of
the Company being withheld by the Company from each such warrant as payment of
the respective exercise price of each such warrant.







Under the
Company’s corporate governance principles (the “Corporate Governance
Principles”), a majority of the Company’s Board of Directors will consist of
independent directors.  An “independent” director is a director who
meets the NYSE Amex definition of independence and other applicable independence
standards under SEC guidelines, as determined by the Board.  The
Company’s Corporate Governance and Nominating Committee conducts an annual
review of the independence of the members of the Board of Directors and its
Committees and reports its findings to the full Board of Directors. Based on the
report and recommendation of the Corporate Governance Committee, the Board of
Directors has determined that each of the non-employee directors—Messrs.
Taubman, Ritter, Guenther, and Norwood —satisfies the independence criteria
(including the enhanced criteria with respect to members of the Audit Committee)
set forth in the applicable NYSE 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 of Directors 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. NYSE 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.





The Board
of Directors 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 NYSE 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 of Directors 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 $42,800 in
fees for audit and review
work for fiscal year 2008 that was paid in fiscal year 2008 and an additional
$104,200 in fees for audit and review work for fiscal year 2008 that was paid in
fiscal year 2009.   The Company paid Moss Adams approximately
$30,400 in fees for audit andreview work for fiscal year 2009 that was
paid in fiscal year 2009 and an additional $18,100 in fees for audit and review
work for fiscal year 2009 that was paid in fiscal year
2010.The
Company will pay Moss Adams in 2010approximately $69,900in audit and review fees for work associated with
the Company’s fiscal year 2009audit.





Audit-Related
Fees





The Company did not pay Moss Adams LLP
any audit-related fees for fiscal year 2009 or 2008.





Tax
Fees





The Company did not pay Moss Adams LLP
any tax fees for fiscal
year 2008.The Company will pay Moss Adams in 2010
approximately $9,300 in tax fees for work associated with the
Company’s fiscal year 2009 Internal Revenue Code
Section 382 tax analysis.





All Other
Fees





The Company did not payMoss Adams LLP any nonaudit fees for fiscal year 2009 or
2008.





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 soon as practicable 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.




To ensure
prompt handling of unexpected matters, the Audit Committee delegates to its
Chairman the authority to amend or modify the list of approved permissible
non-audit services and fees.  The Chairman 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.




Part
IV.





ITEM
      15.
            EXHIBITS AND FINANCIAL
      STATEMENT SCHEDULES.





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









EXHIBITNO.
                  
                  DESCRIPTION2.1
                  
                  Membership
      Interest Purchase Agreement, dated as of January 2, 2008, between the
      Company, iSYS LLC, and Jin Kang. (Incorporated herein by reference to
      Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on
      January 8, 2008.)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
      and Non-Compete Agreement between WidePoint Corporation, Operational
      Research Consultants, Inc and Daniel Turissini.* (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.)10.4
                  
                  Addendum
      to Employment and Non-Compete Agreement between the Registrant and Daniel
      E. Turissini, effective as of July 25, 2007. *(Incorporated herein by
      reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
      filed on July 30, 2007.)10.5
                  
                  Commercial
      Loan Agreement, dated August 16, 2007, between the Company and Cardinal
      Bank. (Incorporated herein by reference to Exhibit 10.1 to the
      Registrant’s Current Report on Form 8-K filed on August 21,
      2007.)10.6
                  
                  Security
      Agreement, dated August 16, 2007, between the Company and Cardinal Bank.
      (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s
      Current Report on Form 8-K filed on August 21,
  2007.)
  
 *
Management contract or compensatory plan.
  
  10.7
                  
                  Promissory
      Note, dated August 16, 2007, issued by the Company in favor of Cardinal
      Bank. (Incorporated herein by reference to Exhibit 10.3 to the
      Registrant’s Current Report on Form 8-K filed on August 21,
      2007.)10.8
                  
                  Promissory
      Note, dated November 5, 2007, between Protexx, Inc. and its subsidiaries,
      including but not limited to 22THEN LLC, as borrower, WidePoint
      Corporation, as lender, and Peter Letizia, as guarantor. (Incorporated
      herein by reference to Exhibit 10.1 to the Registrant’s Current Report on
      Form 10-Q filed on November 9, 2007.)10.9
                  
                  Revolving
      Line of Credit Agreement, dated as of November 5, 2007, by and among
      Protexx, Inc. and its subsidiaries, including but not limited to 22THEN
      LLC, as borrower, Peter Letizia, as guarantor, and WidePoint Corporation,
      as lender. (Incorporated herein by reference to Exhibit 10.2 to the
      Registrant’s Current Report on Form 10-Q filed on November 9,
      2007.)10.10
                  
                  Security
      Agreement, dated as of November 5, 2007, given by Protexx, Inc. and each
      of its subsidiaries and 22THEN LLC, collectively, as debtors, to and in
      favor of WidePoint Corporation, as secured party. (Incorporated herein by
      reference to Exhibit 10.3 to the Registrant’s Current Report on Form 10-Q
      filed on November 9, 2007.)10.11
                  
                  Software
      Escrow Agreement, dated as of November 5, 2007, between 22THEN LLC and
      Protexx Incorporated, collectively, as supplier, WidePoint Corporation, as
      user, and Foley & Lardner LLP, as escrow agent. (Incorporated herein
      by reference to Exhibit 10.4 to the Registrant’s Current Report on Form
      10-Q filed on November 9, 2007.)10.12
                  
                  $2,000,000
      Installment Cash Promissory Note, dated January 4, 2008, issued by the
      Company in favor of Jin Kang. (Incorporated herein by reference to Exhibit
      10.1 to the Registrant’s Current Report on Form 8-K filed on January 8,
      2008.)10.13
                  
                  Employment
      and Non-Compete Agreement, dated as of January 4, 2008, between the
      Company, iSYS LLC and Jin Kang. * (Incorporated herein by reference to
      Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on
      January 8, 2008.)10.14
                  
                  Commercial
      Loan Agreement, dated January 2, 2008, between the Company and Cardinal
      Bank. (Incorporated herein by reference to Exhibit 10.3 to the
      Registrant’s Current Report on Form 8-K filed on January 8,
      2008.)10.15
                  
                  Security
      Agreement, dated January 2, 2008, between the Company and Cardinal Bank.
      (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s
      Current Report on Form 8-K filed on January 8,
  2008.)
  
 *
Management contract or compensatory plan.
  
  10.16
                  
                  $5,000,000
      Promissory Note, dated January 2, 2008, issued by the Company in favor of
      Cardinal Bank. (Incorporated herein by reference to Exhibit 10.5 to the
      Registrant’s Current Report on Form 8-K filed on January 8,
      2008.)10.17
                  
                  Security
      Agreement, dated January 2, 2008, between the Company and Cardinal Bank.
      (Incorporated herein by reference to Exhibit 10.6 to the Registrant’s
      Current Report on Form 8-K filed on January 8, 2008.)10.18
                  
                  $2,000,000
      Promissory Note, dated January 2, 2008, issued by the Company in favor of
      Cardinal Bank. (Incorporated herein by reference to Exhibit 10.7 to the
      Registrant’s Current Report on Form 8-K filed on January 8,
      2008.)10.19
                  
                  Debt
      Subordination Agreement, dated January 2, 2008, between the Company and
      Cardinal Bank. (Incorporated herein by reference to Exhibit 10.8 to the
      Registrant’s Current Report on Form 8-K filed on January 8,
      2008.)10.20
                  
                  Common
      Stock Purchase Agreement, dated April 29, 2008, between the Company and
      Deutsche Bank AG, London Branch.  (Incorporated herein by
      reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
      filed on May 5, 2008.)10.21
                  
                  Escrow
      Agreement, dated April 29, 2008, between the Company, Deutsche Bank AG,
      London Branch and Foley & Lardner LLP as Escrow
      Agent.  (Incorporated herein by reference to Exhibit 10.2 to the
      Registrant’s Current Report on Form 8-K filed on May 5,
    2008.)10.22
                  
                  Common
      Stock Purchase Agreement, dated May 16, 2008, between the Company and
      Endurance Partners, L.P.  (Incorporated herein by reference to
      Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q filed on
      May 20, 2008.)10.23
                  
                  Escrow
      Agreement, dated May 16, 2008, between the Company, Endurance Partners,
      L.P. and Foley & Lardner LLP as Escrow Agent.  (Incorporated
      herein by reference to Exhibit 10.12 to the Registrant’s Quarterly Report
      on Form 10-Q filed on May 20, 2008).10.24
                  
                  Common
      Stock Purchase Agreement, dated May 16, 2008, between the Company and
      Endurance Partners (Q.P.), L.P.  (Incorporated herein by
      reference to Exhibit 10.13 to the Registrant’s Quarterly Report on Form
      10-Q filed on May 20, 2008).10.25
                  
                  Escrow
      Agreement, dated May 16, 2008, between the Company, Endurance Partners
      (Q.P.), L.P. and Foley & Lardner LLP as Escrow
      Agent.  (Incorporated herein by reference to Exhibit 10.14 to
      the Registrant’s Quarterly Report on Form 10-Q filed on May 20,
      2008).10.26
                  
                  Amendment,
      dated as of July 25, 2008, between the Registrant and Steven L.
      Komar.*  (Incorporated herein by reference to Exhibit 10.1 to
      the Registrant’s Current Report on Form 8-K filed on July 31,
      2008).
  
 *
Management contract or compensatory plan.
   
  10.27
                  
                  Amendment,
      dated as of July 25, 2008, between the Registrant and James T.
      McCubbin.*  (Incorporated herein by reference to Exhibit 10.2 to
      the Registrant’s Current Report on Form 8-K filed on July 31,
      2008).10.28
                  
                  Asset
      Purchase Agreement, dated July 31, 2008, by and among the Registrant,
      Protexx Acquisition Corporation, Protexx Incorporated, Peter Letizia,
      Charles B. Manuel, Jr. and William Tabor.  (Incorporated herein
      by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
      8-K filed on August 6, 2008).10.29
                  
                  Debt
      Modification Agreement, dated as of March 17, 2009, between the Registrant
      and its subsidiaries and Cardinal Bank. (Incorporated herein by reference
      to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on
      March 23, 2009)10.30
                  
                  Commercial
      Loan Agreement, dated as of March 17, 2009, between the Registrant and its
      subsidiaries and Cardinal Bank. (Incorporated herein by reference to
      Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March
      23, 2009)10.31
                  
                  Employment
      and Non-Compete Agreement, dated May 2008, between the Registrant and
      Ronald Oxley (Incorporated herein by reference to Exhibit 10.33 to the
      Registrant’s Current Report on Form 10-K/A filed on April 30,
      2009.10.32
                  
                  Addendum
      Employment and Non-Compete Agreement*, dated July 15, 2009, by and between
      Registrant and Daniel E. Turissini (Incorporated herein by reference to
      Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on July
      21, 2009)10.33
                  
                  Supplement
      to Exhibit A to the Membership Interest Purchase Agreement, dated as of
      August 14, 2009 (Incorporated herein by reference to Exhibit 10.1 to the
      Registrants Report on Form 10-K/A filed on August 18,
  2009)21
                  
                  Subsidiaries
      of WidePoint Corporation. (Incorporated herein by reference to Exhibit 21
      to the Registrant’s Annual Report on Form 10-K filed on March 31,
      2010).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 filed on March 31,
      2010).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).