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

# FORM 10-K/A No. 1

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

Amendment No. 1 to
Annual Report on Form 10-K for the year ended December 31, 2008

|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. Employer   
|incorporation or organization)  | File Number) | Identification No.)

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

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

The
undersigned registrant hereby amends the following items, financial statements, exhibits
or other portions of its Annual Report on Form 10-K for the year ended December 31, 2008,
as set forth in the pages attached hereto:

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

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

|                     | WidePoint Corporation       
|-------------------- | ----------------------------
|Date: April 30, 2009 | By:  /s/ James T. McCubbin  
|                     | James T. McCubbin           
|                     | Executive Vice President and
|                     | Chief Financial Officer     

---

INTRODUCTORY NOTE

This Form 10-K/A is being filed as
Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 and originally filed on March 31, 2009, 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 a material contract and certifications of the Companys Chief Executive
Officer and Chief Financial Officer as exhibits 31.1A, 31.2A, and 32A attached hereto.

# 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, 2009:

|Name             | Age | Position                                                                                                                 
|---------------- | --- | -------------------------------------------------------------------------------------------------------------------------
|Steve Komar      | 67  | Chief Executive Officer, Director, and Chairman of the Board                                                             
|James McCubbin   | 45  | Executive Vice President, Chief Financial Officer, Secretary and Director                                                
|Ron Oxley        | 62  | Executive Vice President Sales and Marketing, and Director                                                               
|James Ritter     | 64  | Director, Chairman of the Compensation and Nominating Committees                                                         
|Morton Taubman   | 65  | Director, Chairman of the Audit Committee                                                                                
|Otto Guenther    | 67  | Director                                                                                                                 
|George Norwood   | 66  | Director                                                                                                                 
|Daniel Turissini | 49  | Vice President, Chief Technology Officer and Chief Executive Officer and President-Operational Research Consultants, Inc.
|Jin Kang         | 44  | President of iSYS LLC                                                                                                    

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

---

James McCubbin
has served as a director and as our Secretary since November 1998. Mr. McCubbin was
promoted to Executive Vice President and Chief Financial Officer of WidePoint in May 2008.
 Prior to that time, from August 1998 till May 2008, Mr. McCubbin served as
WidePoints Vice President and Chief Financial Officer.  Prior to that time,
from December 1997 to August 1998, Mr. McCubbin served as WidePoints Vice President,
Controller, Assistant Secretary and Treasurer.  Prior to the commencement of his
employment with WidePoint in November 1997, Mr. McCubbin held various financial
consulting, management, and/or staff positions with several companies in the financial and
government sectors including but not limited to Memtec America Corporation,a
continuous microfiltration water technology company, McBee Consulting, a
healthcare consulting firm, Martin Marietta presently known as Lockheed Martin, a
multinational aerospace manufacturer and advanced technology company formed in 1995 by the
merger of Lockheed Corporation with Martin Marietta Corporation, and Ernst and Young, an
international auditing and accounting firm.  Mr. McCubbin presently serves on the
Board of Directors of Tianjin Pharmaceutical Company.  Tianjin engages in the
development, manufacture, marketing, and sale of traditional Chinese medicines and other
pharmaceuticals in the Peoples Republic of China.  Mr. McCubbin presently serves as
Tianjins Chairman of its Audit Committee, Nominating Committee, and Compensation
Committee.  Mr. McCubbin was on the Board of Directors of Redmile Entertainment, a
worldwide developer and publisher of interactive entertainment software, and served as its
Audit Committee Chairman until his resignation on March 1, 2008.  Mr.
McCubbin provides financial consulting services to small cap companies and has either
served on or assisted various Boards of Directors over the past seven years.  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.

Lieutenant (Ret.) General Otto
Guenther, has served as a director since his appointment on August 15,
2007. General Guenther serves as a member of the Corporate Governance and Nominating
Committee. 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
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 Army, including the Distinguished
Service Medal, Legion of Merit (Oak Leaf Cluster), Defense Superior Service Medal (Oak
Leaf Cluster), Joint Service Medal, and Army Commendation Medal. Recognized for his work
within the industry, he also received several Armed Forces Communications and Electronics
Association awards and was inducted into Government Computer News Hall of Fame. General
Guenther received a bachelors degree in economics from Western Maryland College, now
called McDaniel College, and a masters degree in procurement and contracting from
the Florida Institute of Technology.

---

Major (Ret.) General George
Norwood has 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 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. He also served two combat tours in Southeast
Asia in A-1 and F-4 aircraft. General Norwood currently serves on the boards of directors
of Airborne Tactical Advantage Company and Scalable Network Technologies. He is on the
board of strategic advisors of AtHoc, Inc. General Norwood received a bachelors
degree in mathematics from San Diego State University and a masters degree in
business administration from Golden Gate University. He is a graduate of the National War
College and Defense Language Institute.

James Ritter has
served as a director since December 1999 and as Assistant Secretary since December 2002,
resigning from the position of Assistant Secretary in 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.

Morton Taubman
has served as a director since his appointment on March 10, 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 the law firm Leser, Hunter, Taubman &
Taubman, 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 risk management and special
government projects and as general counsel to Interior Systems, Inc. d/b/a ISI
Professional Services, a United States federal contractor. He holds a bachelors
degree in accounting from the University of Baltimore, a Juris Doctor degree from the
University of Baltimore Law School and a Master of Law degree from Georgetown University.

---

Ronald Oxley has
served as a director since his appointment on August 15, 2006. Mr. Oxley became the
Executive Vice President  Sales and Marketing 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 was at the Office of the
Secretary of Defense where he monitored the development of the offices defense-wide
strategic vision and implementation plan for command, control, communications,
intelligence, surveillance and reconnaissance. Subsequent to his U.S. federal government
career he also served as a senior level executive with several prominent U.S. federal
government contractors that included Litton/PRC, Emergent Information Technologies and L-3
Communications. Mr. Oxley currently serves as an executive vice president of ARC
International Corporation. ARC specializes in providing domestic and international
middle-market and emerging growth companies with a broad range of strategic advisory
services. Prior to joining ARC in 2004, Mr. Oxley was president and general manager of L-3
Communications Analytics Corporation based in Vienna, Virginia. L-3 Communications is a
provider of information technology solutions to both industry and government, primarily in
the aerospace and defense arena. Mr. Oxley served in the same capacity at Emergent
Information Technologies, Inc. prior to being acquired by L-3 Communications in November
2001. He came to Emergent in April 2000, from Litton/PRC Inc, where he was senior vice
president of business development and marketing. Before joining Litton/PRC in 1996, Mr.
Oxley spent more than 28 years in the U.S. federal government, during which he was awarded
a series of Meritorious Service Awards and was nominated for a Presidential Executive
Career Award in 1996. Mr. Oxley holds a top secret SCI clearance with life style
polygraph. He holds a Master of Science degree in systems management from the University
of Southern California and a Bachelor of Science degree in business administration from
California State University. He served in the U.S. Army from 1966 to 1968, including a
tour of duty in Vietnam.

Daniel Turissini
has served as the Vice President and Chief Technology Officer of WidePoint since December
2005. Mr. Turissini has also served as the Chief Executive Officer of Operational Research
Consultants, Inc. (ORC), a wholly-owned subsidiary, since our acquisition of
ORC on October 25, 2004. Mr. Turissini was a founding partner of ORC in 1991 and served as
ORCs 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 (a
user community of approximately 36 million personnel, devices, and applications) and has
been certified as the first of three certificate authorities for the Department of
Defenses External Certificate Authority (ECA) program and by the General Services
Administration to provide Access Certificates for Electronic Services (ACES). From 1982
until 1991, Mr. Turissini held various systems engineering and acquisition management
positions in support of the U.S. Federal Government with a variety of companies including
Tracor Applied Sciences, Inc., National Technologies Associates, Inc., and Gibbs and Cox,
Inc. From 1981 to 1982, Mr. Turissini served in the Merchant Marine on various vessels as
Engineer and Mate. Mr. Turissini is a graduate of the United States Merchant Marine
Academy with a Bachelor of Science Degree in Engineering and holds a Masters of
Engineering Administration from The George Washington University.

---

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

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

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

# Code of Ethics

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

# Audit Committee

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

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

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

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

---

The Audit
Committee met four times in 2008. The primary functions of this Committee are to: appoint
(subject to shareholder approval), and be directly responsible for the compensation,
retention and oversight of, the firm that will serve as independent accountants to audit
our financial statements and to perform services related to the audit (including the
resolution of disagreements between management and the independent accountants regarding
financial reporting); review the scope and results of the audit with the independent
accountants; review with management and the independent accountants, prior to the filing
thereof, the annual and interim financial results (including Managements Discussion
and Analysis) to be included in Forms 10-K and 10-Q, respectively; consider the adequacy
and effectiveness of our internal accounting controls and auditing procedures; review,
approve and thereby establish procedures for the receipt, retention and treatment of
complaints received by WidePoint regarding accounting, internal accounting controls or
auditing matters and for the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters; review and approve related person
transactions in accordance with the policies and procedures of the Company; and consider
the accountants independence and establish policies and procedures for pre-approval
of all audit and non-audit services provided to WidePoint by the independent accountants
who audit its financial statements. At each meeting, Committee members meet privately with
representatives of Moss Adams LLP, our independent accountants, and with WidePoints
Executive Vice President and Chief Financial Officer. The Board has determined that Mr.
Taubman, an independent director, satisfies the accounting or related financial
management expertise requirements set forth in the NYSE AMEX Corporate Governance
Rules, 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 a review of Forms 3 and 4 filed during 2008, Mr. James Ritter
failed to timely file one Form 4 reporting one transaction.

---

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

The
following table contains information about the Chief Executive Officer and the four other
most highly paid executive officers whose total compensation earned during 2008 exceeded
$100,000.

|Name and
Principal Position | Year | Salary
($) | Bonus
($) | Stock
Awards
($) | Option
Awards
($)(1) | Non-Equity
Incentive Plan
Compensation
($) | NonqualifiedDeferred
Compensation
Earnings
($) | All Other
Compensation
($)(2) | Total
($)
|--------------------------- | ---- | ---------- | --------- | ---------------- | -------------------- | ------------------------------------------ | ---------------------------------------------- | ----------------------------- | ---------
|Steve Komar                 | 2008 | 94,167     | --        | --               | --                   | --                                         | --                                             | 7,200                         | 101,367  
|Chief Executive             | 2007 | 40,0 00    | --        | --               | --                   | --                                         | --                                             | 7,200                         | 47,200   
|Officer                    
|James McCubbin              | 2008 | 141,875    | 40,000    | --               | --                   | --                                         | --                                             | 6,000                         | 187,875  
|Executive Vice              | 2007 | 119,000    | --        | --               | --                   | --                                         | --                                             | 6,000                         | 125,000  
|President, Chief           
|Financial Officer,         
|Secretary and Treasurer    
|Ron Oxley (3)               | 2008 | 112,500    | --        | --               | 202,500              | --                                         | --                                             | 7,000                         | 322,000  
|Executive                   | 2007 | --         | --        | --               | --                   | --                                         | --                                             | 12,000                        | 12,000   
|Vice President             
|Sales & Marketing          
|Dan Turissini               | 2008 | 225,000    | --        | --               | --                   | --                                         | --                                             | --                            | 225,000  
|Chief Technology            | 2007 | 225,000    | 50,000    | --               | --                   | --                                         | --                                             | --                            | 275,000  
|Officer and Chief          
|Executive Officer          
|of ORC (4)                 
|Jin Kang (5)                | 2008 | 225,000    | --        | --               | 267,750              | --                                         | --                                             | --                            | 492,750  
|President, iSYS             | 2007 | --         | --        | --               | --                   | --                                         | --                                             | --                            | --       

| | (1)
               Reference is made to Note 2 to the consolidated financial statements
contained                in our Annual Report on Form 10-K, as filed on March 31, 2009,
with respect to                the calculation of such amounts.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (3)
               For Mr. Oxley, Directors fees were paid of $7,000 prior to his employment
with                the Company commencing in May of 2008 and 250,000 in 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. In 2007, Mr. Oxley
received a Directors fee of $12,000.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)
               A bonus was paid to Mr. Turissini in 2007 in connection with the extension
of                his employment agreement for two additional years.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5)
               For Mr. Kang, 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. Mr. Kang was                not employed by the Company
during 2007.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 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, 2008, including the number of shares underlying both exercisable
and unexercisable portions of each stock option and warrant, as well as the exercise price
and expiration date of each outstanding option and warrant.

---

|                       
|-----------------------
|Option Awards          
|Name                   
|Steve L. Komar,        
|Chairman,              
|President & Chief      
|Executive Officer      
|                       
|                       
|                       
|James T. McCubbin,     
|Executive Vice         
|President, Chief       
|Financial Officer,     
|Secretary and Treasurer
|                       
|Ronald Oxley           
|Executive Vice         
|President,             
|Sales & Marketing      
|                       
|                       
|Daniel Turissini,      
|Chief Technology       
|Officer and Chief      
|Executive Officer of   
|ORC                    
|                       
|Jin Kang               
|President iSYS, LLC    
|                       

The Company granted 565,000 options
to the named executive officers in 2008 and no options were exercised by the named
executive officers in 2008.

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

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

---

Mr.           Komar. On
July 1, 2002, we entered into an employment           agreement with Steve Komar, our
Chief Executive Officer and President. The           employment agreement had an initial
term expiring on July 1, 2003 with five           renewable one-year options remaining.
On July 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 extension. The
agreement provides for (1) a base salary of           $40,000 per year, which was
increased to $180,000 per year in 2008, (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, 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. 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 this agreement for termination as a result of a change of control
greater than 50% of the outstanding shares of the Company or in the event of termination
as a result of a sale or other disposition of a majority of the Companys base IT
Staff Augmentation business shall result in a $150,000 payment to Mr. Komar. In the event
of the insolvency of the Company while Mr. Komar is employed by the Company as Chief
Executive Officer or similar position of control, then all obligations under this
Agreement will immediately terminate except that the Company shall pay to Mr. Komar a
termination payment of $50,000.00 on such date of termination of employment and no further
compensation or other payments beyond the insolvency date will be due or payable to Mr.
Komar by the Company. In the event of a termination for Cause, no payments will be due or
payable by the Company to Mr. Komar. Cause shall mean (i) the repeated failure or refusal
of Mr. Komar to follow the lawful directives of the Company or its designee (except due to
sickness, injury or disabilities), (ii) gross inattention to duty or any other willful,
reckless or grossly negligent act (or omission to act) by Mr. Komar, which, in the good
faith judgment of the Company, materially injures the Company, including the repeated
failure to follow the policies and procedures of the Company, (iii) a material breach of
this Agreement by Mr. Komar which is not cured within a 60 day period following formal
notification by the Company, or (iv) the commission by Mr. Komar of an act of financial
dishonesty against the Company that results in the conviction of a felony.

---

Mr.
          McCubbin. On July 1, 2002, we entered into an
          employment agreement with James McCubbin, our Chief Financial Officer. The
          employment agreement had an initial term expiring on July 1, 2003 with five
          renewable one-year options remaining. On July 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 extension. The agreement provides for (1) a base salary of
          $119,000 per year, which was increased to $180,000 in 2008, (2) a home
          office/automobile expense allowance of $500 per month to cover such expenses
          incurred in the pursuit of our business; (3) reimbursement for additional
actual           business expenses consistent with our existing policies that have been
incurred           for our benefit; (4) paid medical and other benefits consistent with
our           existing policies with respect to our key executives, as such policies may
be           amended from time to time in the future; and (5) performance incentive
bonuses           as may be granted annually at the discretion of the Compensation
Committee of           the Board of Directors.

The
employment agreement also contained termination and change of control provisions as a
result of (a) Mr. McCubbins death or permanent disability which renders Mr.
McCubbin unable to perform his duties hereunder (as determined by the Company in its good
faith judgment), (b) Mr. McCubbins resignation upon the expiration of the
Employment Period, provided that Mr. McCubbin gives at least 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.

---

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

---

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. Cause shall mean (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. The agreement provides for (1) a base salary of
$225,000 per           year, (2) reimbursement for additional actual business expenses
consistent with           our existing policies that have been incurred for our benefit;
(3) paid medical           and other benefits consistent with our existing policies with
respect to our key           executives, as such policies may be amended from time to
time in the future; and           (4) performance incentive bonuses as may be granted
annually at the discretion           of the Compensation Committee of the Board of
Directors.

The
agreement also contains a termination provision. His employment period will continue from
the date of his agreement on October 24, 2004 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 agreement, upon prior written notice to ORC and WidePoint of 90 days before the
annual anniversary date of this Agreement, or (c) ORC and/or WidePoint for Cause. Cause
shall mean (i) the repeated failure or refusal of Mr. Turissini to follow the lawful
directives of ORC, WidePoint or their designee (except due to sickness, injury or
disabilities), after prior notice to Mr. Turissini and a reasonable opportunity to cure
by Mr. Turissini of up to 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 this 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 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 ORC as of the termination of Mr. Turissini and
(II) ORC shall pay to Mr. Turissini the lesser of (A) Mr. Turissini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. Turissinis
employment with ORC, then Mr. Turissini shall receive his salary and benefits each month
for such lesser remaining period of time.

---

Mr.
          Turissinis employment agreement further provides that for one year
          following the termination of Mr. Turissinis agreement as a result of his
          resignation or a termination by ORC or 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
          will serve as the President of iSYS. The agreement provides for (1) a base
          salary of $225,000 per year, (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 unless terminated earlier 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. Cause shall mean (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,
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 2008:

|Director Name  | Fees Earned
or Paid in Cash
($) | Option
Awards
($)(1) | All Other
Compensation
($) | Total
($)
|-------------- | ------------------------------- | -------------------- | -------------------------- | ---------
|James Ritter   | 12,000                          | --                   | --                         | 12,000   
|Morton Taubman | 12,000                          | --                   | --                         | 12,000   
|George Norwood | 12,000                          | --                   | --                         | 12,000   
|Otto Guenther  | 12,000                          | --                   | --                         | 12,000   

| | (1)
               The aggregate number of shares subject to outstanding options held by each
               director as of December 31, 2008 is as follows: Mr. Ritter 50,000; and 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 25, 2009.

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

|Names and Complete Mailing Address              | Number
of Shares | Percent of
Common Stock
Outstanding
|----------------------------------------------- | ---------------- | -----------------------------------
|Citigroup Inc., Citigroup Global Markets, Inc., | 4,997,500        | 8.6%(1)                            
|Citigroup Financial Products Inc               
|and Citigroup Global Markets Holdings Inc.     
|388 Greenwich Street                           
|New York, NY 10013                             
|Samuel Andrew Donaldson                         | 3,035,000        | 5.2%(2)                            
|1717 Desales St., N.W.                         
|Washington, D.C., 20036                        
|Ewing & Partners, Timothy G. Ewing, Ewing       | 3,280,500        | 5.6%(3)                            
|Asset Management, LLC and Endurance            
|General Partners, L.P.                         
|4515 Cole Avenue                               
|Suite 808                                      
|Dallas, TX 75205                               

| | (1)
               Citigroup Inc, Citigroup Global Markets, Citigroup Financial Products
Inc., and                Citigroup Global Markets Holdings Inc. share voting and
dispositive power               in respect to all shares listed above.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (3)
               Ewing & Partners has sole voting and dispositive power over 3,280,500
               shares. Each of Timothy G. Ewing, Ewing Asset Management, LLC and
Endurance                General Partners, L.P. has sole voting and dispositive power
over 3,240,500                shares.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
following table sets forth the number of shares of our Common Stock beneficially owned as
of April 25, 2009 with respect to the beneficial ownership of Common Stock by each
director, director nominee, and each executive officer named in the Summary Compensation
Table herein. In general, beneficial ownership includes those shares a
director or executive officer has the power to vote or transfer, except as otherwise
noted, and shares underlying warrants and stock options that are exercisable currently or
within 60 days.

---

# Security Ownership of
Directors and Executive Officers

|Directors, Nomineesand Executive Officers | Number ofShares ofCommon Stock (1) | Percent of
OutstandingCommon Stock (1)
|----------------------------------------- | ---------------------------------- | --------------------------------------
|Steve Komar (2)                           | 2,658,333                          | 4.6%                                  
|Morton Taubman (3)                        | 62,000                             | 0.1%                                  
|James McCubbin (4)                        | 2,641,433                          | 4.5%                                  
|James Ritter (5)                          | 90,500                             | 0.1%                                  
|Daniel Turissini (6)                      | 1,299,611                          | 2.2%                                  
|Ronald Oxley (7)                          | 133,000                            | 0.1%                                  
|Jin Kang (8)                              | 1,919,817                          | 3.3%                                  
|Otto Guenther (9)                         | 60,000                             | 0.1%                                  
|George Norwood (10)                       | 60,000                             | 0.1%                                  
|All directors and                        
|officers as a group                      
|(9 persons) (11)                          | 8,924,694                          | 15.3%                                 

| | 
| | 

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

| | (2)
               Includes (i) 800,000 shares of Common Stock owned directly by Mr. Komar,
(ii)                425,000 shares of Common Stock that may be purchased by Mr. Komar at
a price of                $0.07 per share until July 7, 2012, pursuant to a stock option
grant to him on                January 7, 2002, (iii) 50,000 shares of Common Stock at an
exercise price of                $0.09 per share through April 24, 2013 pursuant to a
stock option granted to him                on April 24, 2003, (iv) 50,000 shares of
Common Stock at an exercise price of                $0.13 per share through December 31,
2013 pursuant to a stock option granted to                him on December 31, 2003, and
(v) 1,333,333 shares of Common Stock at an                exercise price of $0.235 per
share through July 14, 2009 pursuant to a warrant                granted to him on July
14, 2004.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | (3)
               Includes (i) 12,000 shares of Common Stock that may be purchased by Mr.
Taubman                at a price of $2.70 per share until March 10, 2016, pursuant to a
stock option                granted to him on March 10, 2006, and (ii) 50,000 shares of
Common Stock that                may be purchased by him at a price of $2.70 per share
through March 10, 2016,                under an option granted on March 10, 2006.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)
               Includes (i) 857,100 shares of Common Stock owned directly by Mr.
McCubbin,                (iii) 450,000 shares of Common Stock that may be purchased by
Mr. McCubbin at a                price of $0.17 per share until January 2, 2011, pursuant
to a stock option grant                to him on January 2, 2001, (iii) 1,000 shares of
Common stock that may be                purchased by Mr. McCubbin, at a price of $1.35
per share until July 3, 2010,                pursuant to a stock option granted to him on
July 3, 2000, and (iv) 1,333,333                shares of Common Stock at an exercise
price of $0.235 per share through July 14,                2009 pursuant to a warrant
granted to him on July 14, 2004.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5)
               Includes (i) 65,500 shares of Common Stock owned directly by Mr. Ritter,
and                (ii) 50,000 shares of Common Stock that may be purchased by him at a
price of                $0.13 per share through December 31, 2013, under an option
granted on December                31, 2003.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6)
               Includes (i) 825,000 shares of Common Stock issued to Mr. Turissini in
               connection with the Companys acquisition in October 2004 of
Operational                Research Consultants, Inc., (ii) 470,000 shares of Common
Stock that may be                purchased by Mr. Turissini at a price of $0.76 per share
until September 14,                2015, pursuant to a stock option grant to him on
September 14, 2005, and (iii)                4,611 shares of restricted Common Stock
privately issued to Mr. Turissini by the                Company as a result of a stock
award earned in 2005 and paid to him in 2006.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7)
               Includes (i) 12,000 shares of Common Stock that may be purchased by Mr.
Oxley at                a price of $2.80 per share until August 16, 2016, pursuant to a
stock option                granted to him on August 16, 2006 under the Directors Plan,
(ii) 50,000 shares                of Common Stock that may be purchased by him at a price
of $2.80 per share                through August 16, 2016, under an option granted on
August 16, 2006, and (iii)                71,000 shares owned directly by Mr. Oxley. Does
not include 250,000 shares that                may be purchased by Mr. Oxley at a price
of $0.81 per share until July 25, 2018,                pursuant to a stock option granted
to him on July 25, 2008. Such options become                fully exercisable on July 25,
2015, subject to acceleration upon the achievement                of certain performance
measures.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8)
               Includes (i) 1,350,000 shares of Common Stock issued to Mr. Kang in
January 2008                in connection with our acquisition of iSYS, (ii) 184,817
shares of Common Stock                released to Mr. Kang as a result of the release of
certain earnout shares                awarded to Mr. Kang in connection with our
acquisition of iSYS, (iii) 70,000                shares of Common Stock owned directly by
Mr. Kang, and (iv) 315,000 shares of                Common Stock that may be purchased by
him at a price of $0.85 per share through                January 14, 2013, under an
option granted on January 4, 2008.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | (9)
               Includes (i) 10,000 shares of Common Stock that may be purchased by Mr.
Guenther                at a price of $0.93 per share until August 14, 2017, pursuant to
a stock option                granted to him on August 15, 2007, and (ii) 50,000 shares
of Common Stock that                may be purchased by him at a price of $0.93 per share
through August 14, 2017,                under an option granted on August 15, 2007. Does
not include 2,000 shares that                may be purchased by Mr. Guenther at a price
of $0.93 per share until August 15,                2017, pursuant to a stock option
granted to him on August 15, 2007 that vests on                August 15, 2009.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10)
               Includes (i) 10,000 shares of Common Stock that may be purchased by Mr.
Norwood                at a price of $0.93 per share until August 14, 2017, pursuant to a
stock option                granted to him on August 15, 2007, and (ii) 50,000 shares of
Common Stock that                may be purchased by him at a price of $0.93 per share
through August 14, 2017,                under an option granted on August 15, 2007. Does
not include 2,000 shares that                may be purchased by Mr. Norwood at a price
of $0.93 per share until August 15,                2017, pursuant to a stock option
granted to him on August 15, 2007 that vests on                August 15, 2009.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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, 2008, with respect to the Companys compensation plans
under which its Common Stock is authorized for issuance:

|                                 | (a)       | (b)   | (c)      
|-------------------------------- | --------- | ----- | ---------
|
|Equity Compensation Plans:       |           |       |          
|Approved by security holders     | 4,523,412 | $0.65 | 4,535,438
|Not approved by security holders | 4,091,045 | $0.25 | -0-      
|Total                            | 8,614,457 | $0.46 | 4,535,438

---

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

A
related person transaction is a consummated or currently proposed transaction in which we
were or are to be a participant and the amount involved exceeds $120,000, and in which a
related person (i.e., any director or executive officer or nominee for director, or any
member of the immediate family of such person) has or will have a direct or indirect
material interest.

The
Company was not a participant in any related person transactions since the beginning of
the Companys last fiscal year and no such transactions are currently proposed with
the exception that the Company in January 2008 completed the closing of the acquisition of
all the issued and outstanding membership interests of iSYS, LLC from Mr. Jin Kang, the
sole owner-member of iSYS, pursuant to the terms of a Membership Interest Purchase
Agreement, dated as of January 2, 2008, between the Company, iSYS, and Jin Kang. Mr. Kang
presently serves at the President of iSYS, LLC. Pursuant to the terms of the Membership
Interest Purchase Agreement, the Company paid Jin Kang the following consideration at the
closing: (i) $5,000,000 in cash, (ii) $2,000,000 principal amount in an Installment Cash
Promissory Note, which bore simple annual interest at the initial rate of 7% through
December 31, 2008, and thereafter the simple interest rate was increased to 10% from
January 1, 2009 through the date of maturity, which occurred on the filing by the Company
of its Annual Report on Form 10-K for the year ending December 31, 2008 on March 31, 2009,
and (iii) the issuance of 1,500,000 shares of Company common stock. The Company also
issued an additional 3,000,000 shares of Company common stock in the name of Jin Kang,
which shares were delivered into escrow to be held subject to the satisfaction of certain
earnout provisions under the Membership Interest Purchase Agreement, and which shares are
subject to return to the Company in the event such earnout provisions are not achieved
under the terms of the Membership Interest Purchase Agreement. In July of 2008, upon the
completion of an audit of the working capital of iSYS at December 31, 2007, the Company
paid to Mr. Kang approximately $143,000 to reconcile an overage of working capital
delivered to the Company at December 31, 2007. The Company also paid to Mr. Kang in March
2009 $2,186,000 in satisfaction of the above-referenced Installment Cash Promissory Note
between the Company and Mr. Kang, which included $2,000,000 for the principal balance of
the note and approximately $186,000 in interest. The Company also paid to Mr. Kang in
April 2009 approximately $185,000 as a result of meeting certain earnout provisions
between the Company and Mr. Kang as well as released approximately 185,000 common shares
from the 3,000,000 common shares presently held in escrow. Under the terms of the
Membership Interest Purchase Agreement, Jin Kang also entered into an Employment and
Non-Compete Agreement, dated as of January 4, 2008.

The
Companys Corporate Governance Guidelines state that the Board intends that, at
all times, a substantial majority of its directors will be considered independent under
relevant NYSE AMEX and SEC guidelines. The Corporate Governance and Nominating
Committee conducts an annual review of the independence of the members of the Board and
its Committees and reports its findings to the full Board. Based on the report and
recommendation of the Corporate Governance Committee, the Board has determined that each
of the non-employee directors  Messrs. Taubman, Ritter, Norwood, and
Guenthersatisfies the independence criteria 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 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 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
WidePoints director compensation program.
| | - | ------------------------------------------------------------------------------------------------------------------------------------

| |  | 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 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 $143,000 and $94,000 in audit and review fees
related to the audits for fiscal year 2008 and 2007, respectively. The Company will pay
Moss Adams in 2009 approximately $80,000 in audit fees for work associated with the
Companys fiscal 2008 audit.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | The
Company did not pay Moss Adams LLP any audit-related fees for fiscal year 2008 or 2007.
| | -------------------------------------------------------------------------------------------

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

| | The
Company did not pay Moss Adams LLP any tax fees for fiscal year 2008 or 2007.
| | ---------------------------------------------------------------------------------

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

| | The
Company did not pay Moss Adams LLP any nonaudit fees for fiscal year 2008 or 2007.
| | --------------------------------------------------------------------------------------

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

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

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

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

---

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

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

---

# Part IV.

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

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

|EXHIBIT |            
|------- | -----------
|NO.     | DESCRIPTION

|2.1 | 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 | Preferred
Stock Purchase Agreement Between WidePoint Corporation and Barron Partners LP.
(Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report
on Form 8-K/A filed on November 2, 2004.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 | Stock
Purchase Agreement between WidePoint Corporation, Operational Research Consultants, Inc.
(Incorporated herein by reference to Exhibit 10.5 to the Registrants Current Report
on Form 8-K/A filed on November 2, 2004.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

* Management contract or
compensatory plan.

---

|10.5 | 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.)
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6 | Addendum
to Employment and Non-Compete Agreement between the Registrant and Daniel E. Turssini,
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.)
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 | 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.)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8 | 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.)
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.9 | 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.)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 | 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.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 | 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.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12 | 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.)
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.13 | 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.)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

* Management contract or
compensatory plan.

---

|10.14 | $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.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.15 | 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.)
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16 | 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.)
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.17 | 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.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.18 | $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.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.19 | 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.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.20 | $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.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.21 | 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.)
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.22 | 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.)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.23 | 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.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.24 | 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.)
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

* Management contract or
compensatory plan.

---

|10.25 | 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).
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.26 | 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).
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.27 | 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).
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.28 | 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).
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.29 | 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).
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.30 | 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).
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.31 | 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)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.32 | 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)
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.33 | Employment
and Non-Compete Agreement, dated May 2008, between the Registrant and Ronald Oxley* (Filed
herewith).
|----- | ----------------------------------------------------------------------------------------------------------------

|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, 2009).
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

---

* Management contract or
compensatory plan.

---

|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, 2009).
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|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).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------