# EMPLOYMENT AND
NON-COMPETE AGREEMENT

This
Agreement is made as of May __, 2008, between WidePoint Corporation, a Delaware
corporation (the Company); and Ronald Oxley, (Employee). The
parties agree that the terms and provisions of this Agreement are subject to and
contingent upon (1) the approval of the Board of Directors of the Company, and (2) the
closing of a pending private equity infusion of no less than $3 Million in the Company.
Subject to the foregoing, the Company and Employee hereby agree as follows:

1.       Employment.
The Company agrees to employ Employee in the respective           positions set forth and
described herein and as attached as Exhibit A, and           Employee accepts such
employment by the Company upon the terms and conditions           set forth in this
Agreement, for the period beginning on the date of this           Agreement and ending
upon termination pursuant to paragraph 4 (the           Employment Period).

2.       Compensation
and Benefits. In consideration for the valuable services to           be rendered by
Employee and for Employees agreement not to compete against           the Company
as described in paragraph 5, the Company hereby agrees that during           the two (2)
years of the Employment Period, the Company will pay Employee a           gross Base
Salary (the Base Salary) as set forth and described           herein and as
attached as Exhibit B. The Base Salary of Employee after the two           (2) years of
this Agreement shall be determined by the Compensation Committee           and the Board
of Directors of the Company. Employee also shall be entitled to           (1)
reimbursement for actual business expenses which have been pre-approved in
          writing by the Company; (2) comparable combined paid vacation/sick leave and
          medical and other benefits consistent with those received by other similarly
          situated employees of the Company unless superseded in Exhibit B; and (3) bonus
          compensation in amounts as determined in the reasonable discretion of the
          Compensation Committee and the Board of Directors of the Company, unless
          superseded in Exhibit B. Employee shall also be entitled to receive the stock
          options from WidePoint as determined in the reasonable discretion of the
          Compensation Committee of the Board of Directors of WidePoint unless superseded
          in Exhibit B. Employee shall be covered by the directors and officers liability
          insurance coverage of WidePoint so long as Employee maintains a position with
          the Company as either an officer or director of the Company as further defined
          under the Companys Directors and Officers Insurance Plan.

3.       Services.
During the Employment Period, Employee agrees to devote           Employees best
efforts and substantially all of Employees business           time and attention to
the business affairs of the Company, as its Executive Vice           President Sales,
Marketing and Business Strategy as further described in Exhibit           A (except for
reasonable vacation periods subject to the reasonable approval of           the Company
or reasonable periods of illness or other incapacity). During the           Employment
Period, Employee agrees to render such services as the Company may           from time to
time direct. During the Employment Period, Employee agrees that           Employee will
not, except with the prior written consent of the Company, become           engaged in or
render services for any business other than the business of the           Company.

---

4.       Termination.
The Employment Period will continue from the date of this           Agreement unless
terminated earlier by (a) Employees death or permanent           disability which
renders the Employee unable to perform Employees duties           hereunder (as
determined by the Company in its good faith judgment), (b) by           Employees
resignation, commencing from and after the second anniversary           date of this
Agreement, upon prior written notice to the Company of ninety (90)           days before
the annual anniversary date of this Agreement, or (c) the Company           for Cause.
For purpose of this paragraph 4, Cause shall mean (i) the           repeated
failure or refusal of Employee to follow the lawful directives of the           Company,
or its designee (except due to sickness, injury or disabilities), after           prior
notice to Employee and a reasonable opportunity to cure by Employee of up           to
thirty (30) days, (ii) gross inattention to duty or any other willful,           reckless
or grossly negligent act (or omission to act) by Employee, 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, after
prior notice to Employee and a reasonable opportunity to cure by           Employee of up
to thirty (30) days, (iii) a material breach of this Agreement by           Employee,
after prior notice to Employee and a reasonable opportunity to cure by           Employee
of up to thirty (30) days, (iv) the commission by Employee of a felony           or other
crime involving moral turpitude or the commission by Employee of an act           of
financial dishonesty against the Company or, (v) a proper business purpose of
          the Company, which shall be limited to a decrease in the staffing of the
          Corporate HQ staff, at which the Employee is working, or the elimination of the
          position filled by Employee as a result of a material decrease in revenues
          and/or profits of the Company, but with other cost cutting measures and the
          termination of other employees being first considered and instituted as
          determined in the sole judgment of the Company prior to the termination of
          Employee; provided, however, that in the event the Company terminates Employee
          under this subparagraph (v), then (I) the scope of the non-compete under
          Paragraph 5 shall be limited to the products and services offered by the
Company           as of the termination of Employee under subparagraph (v) and (II) the
Company           shall pay to Employee the lesser of (A) Employees salary and
benefits each           month for the six (6) month period immediately following such
termination under           subparagraph (v) or (B) in the event less than six (6) months
remains in the           then current term of Employees employment with the
Company, then Employee           shall receive Employees salary and benefits each
month for such lesser           remaining period of time.

5.       Non-Compete.

(a)                 In
the event the Employment Period is terminated under paragraphs 4(b) or 4(c)
          above, then the non-compete provisions of this paragraph 5 will apply to
          Employee. In the event the Employment Period is otherwise terminated, such as
          without Cause, then no part of this paragraph 5 will apply to Employee.

---

(b)                 Employee
recognizes and acknowledges that by virtue of accepting employment           hereunder,
Employee will acquire valuable training and knowledge, enhance           Employees
professional skills and experience, and learn proprietary trade           secrets and
Confidential Information of the Company. In consideration of the           foregoing and
this employment contract, Employee agrees that during the           Employment Period and
for one (1) year thereafter (the Non-Compete           Period), Employee will
not directly or indirectly (whether as employee,           director, owner, stockholder,
consultant, partner (limited or general) or           otherwise) 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, IT, 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 the Company, with the term
targeted meaning customers or clients           that the Company has
contacted within the last 12 months or included in a sales           or strategic plan of
the Company prior to the date of termination of the           Employment Period; nor
shall Employee solicit any other Person to engage in any           of the foregoing
activities or knowingly request, induce or attempt to influence           any then
existing or targeted customers, clients or suppliers of the Company to           curtail
any business they are currently, or in the last 24 months have been,
          transacting with the Company (the Non-Compete). Nothing herein will
          prevent Employee from being a passive owner of not more than 1% of the
          outstanding stock of any class of a corporation which is engaged in a
          competitive business of the Company and which is publicly traded, so long as
          Employee has no participation in the business of such corporation. Furthermore,
          during the Non-Compete Period, Employee shall not, without the Companys
          prior written consent, directly or indirectly, knowingly solicit or encourage
or           attempt to influence any existing employee or recruit to leave or discourage
          their employment with the Company. Employee agrees that the restraint imposed
          under this paragraph 5 is reasonable and not unduly harsh or oppressive.

(c)                 If,
at the time of enforcement of any provision of paragraph 5(b) above, a court           or
arbitrator holds that the restrictions stated therein are unreasonable or
          unenforceable under circumstances then existing, the Company and Employee agree
          that the maximum period, scope, or geographical area reasonable or permissible
          under such circumstances will be substituted for the stated period, scope or
          area.

(d)                 Since
a material purpose of this Agreement is to protect the Companys
          investment in the Employee and to secure the benefits of Employees
          background and general experience in the industry, the parties hereto agree and
          acknowledge that money damages may not be an adequate remedy for any breach of
          the provisions of this paragraph 5. Therefore, in the event of a breach by
          Employee of any of the provisions of this paragraph 5, the Company, or its
          successors or assigns may, in addition to other rights and remedies existing in
          its favor, apply to any court of law or equity of competent jurisdiction for
          specific performance and/or injunctive or other relief in order to enforce or
          prevent any violations of the provisions of this Agreement.

6.       Confidential
Information. Employee acknowledges that the information,           data and trade
secrets (collectively, Confidential Information)           obtained by
Employee during the course of Employees performance under this           Agreement,
and previously if Employee has already been an employee of the           Company,
concerning the business or affairs of the Company are the property of           the
Company. For purposes of this Agreement, trade secret means any
          method, program or compilation of information which is used in the
          Companys business, including but not limited to: (a) techniques, plans
and           materials used by the Company, (b) marketing methods and strategies
employed by           the Company, and (c) all lists of past, present or targeted
customers, clients           or suppliers of the Company. Employee agrees that Employee
will not disclose to           any unauthorized Person or use for Employees own
account any of such           Confidential Information without the written consent of the
Company, unless and           to the extent that the aforementioned matters become
generally known to and           available for use by the public other than as a result
of Employees acts           or omissions to act or become known to Employee
lawfully outside the scope of           Employees employment under this Agreement.
Employee agrees to deliver to           the Company at the termination of Employees
employment, or at any other           time the Company may request, all memoranda, notes,
plans, records, reports and           other documents (and copies thereof) relating to
the business of the Company           which Employee may then possess or have under
Employees control.

---

7.       Notices.
Any notice provided for in this Agreement shall be in writing           and shall be
either personally delivered, sent by overnight courier           (e.g., Federal
Express) or mailed by first class certified mail, return           receipt requested, to
the recipient at the address below indicated:

| | To the Company or WidePoint: | Mr. James T. McCubbin           
| | ---------------------------- | --------------------------------
| |                              | c/o WidePoint Corporation       
| |                              | One Lincoln Centre, Suite 1100  
| |                              | Oakbrook Terrace, Illinois 60181
| | To Employee:                 | Ronald Oxley                    
| |                              | __________________              
| |                              | __________________              
| |                              | __________________              

or such other address or to the
attention of such other Person as the recipient party shall have specified by prior
written notice to the sending party. Any notice under this Agreement will be deemed to
have been given when so delivered, sent or mailed.

8.       Miscellaneous.
Whenever possible, each provision of this Agreement will           be interpreted in such
manner as to be effective and valid under applicable law.           The parties agree
that (i) the provisions of this Agreement shall be severable           in the event that
any of the provisions hereof are for any reason whatsoever           invalid, void or
otherwise unenforceable, (ii) such invalid, void or otherwise           unenforceable
provisions shall be automatically replaced by other provisions           which are as
similar as possible in terms to such invalid, void or otherwise           unenforceable
provisions but are valid and enforceable and (iii) the remaining           provisions
shall remain enforceable to the fullest extent permitted by law. This           Agreement
embodies the complete agreement and understanding among the parties           and
supersedes and preempts any prior understandings, agreements or           representations
by or among the parties, written or oral, which may have related           to the subject
matter hereof in any way. This Agreement may be executed on           separate
counterparts, each of which is deemed to be an original and all of           which taken
together constitute one and the same agreement. This Agreement is           intended to
bind and inure to the benefit of and be enforceable by Employee and           the
Company, and their respective successors and assigns. Employee may not           assign
Employees rights or delegate Employees obligations hereunder
          without the prior written consent of the Company. The Company may assign its
          respective rights and delegate its duties hereunder without the consent of
          Employee to Permitted Transferees. All questions concerning the construction,
          validity and interpretation of the Agreement will be governed by the internal
          law, and not the law of conflicts, of the Commonwealth of Virginia. All parties
          hereby consent to subject matter jurisdiction, personal jurisdiction and venue
          in the appropriate federal court located in Fairfax, Virginia for disputes
under           this Agreement. Any provision of this Agreement may be amended or waived
only           with the prior written consent of the Company, and Employee. If either
party           breaches this Agreement, the prevailing party shall be entitled to
recover           costs, including reasonable attorneys fees, from the
non-prevailing party.

---

9.       Definitions.Person shall
mean and include an           individual, a partnership, a joint venture, a corporation,
a trust, an           unincorporated organization and a governmental entity or any
department or           agency thereof.Permitted Transfereeshall mean
a subsidiary,           affiliate or successor of WidePoint or the Company.

IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above
written.

|WITNESS:                  | EMPLOYEE:                         
|------------------------- | ----------------------------------
|_________________________ | /s/ Ronald Oxley                  
|                          | Ronald Oxley                      
|Attest (Seal):            | WIDEPOINT CORPORATION             
|/s/ James T. McCubbin     | By:/s/ Steve L. Komar             
|James T. McCubbin         | Steve L. Komar                    
|Secretary                 | Chairman & Chief Executive Officer