10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008

OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to _______________________

Commission file number 000-23967

WIDEPOINT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	52-2040275
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)
One Lincoln Centre, 18W140 Butterfield Road, Suite 1100, Oakbrook Terrace, Ill	60181
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (630) 629-0003

        Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X   No      

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

Large accelerated filer |_|                   Accelerated filer |_|                  Non-accelerated filer |_|                   Smaller reporting company |X|

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes       No  X  

As of May 12, 2008, 56,533,687 shares of common stock, $.001 par value per share, were outstanding.

WIDEPOINT CORPORATION

INDEX

		Page No.
Part I.      FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2008 (unaudited)	1
	and December 31, 2007 (unaudited)
	Condensed Consolidated Statements of Operations for the three months	2
	ended March 31, 2008 and 2007 (unaudited)
	Condensed Consolidated Statements of Cash Flows for the three months	3
	ended March 31, 2008 and 2007 (unaudited)
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results	18
	of Operations
Item 4T.	Controls and Procedures	23
Part II.      OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 6.	Exhibits	25
SIGNATURES		27
CERTIFICATIONS

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

WIDEPOINT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

Consolidated Balance Sheets	March 31,			December 31,
	2008			2007
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	2,318,760		$	1,831,991
Accounts receivable		7,465,067			4,808,832
Prepaid expenses and other assets		697,552			328,539
Total current assets		10,481,379			6,969,362
Property and equipment, net		472,730			435,859
Goodwill		7,357,252			2,526,110
Intangibles, net		2,964,355			1,165,461
Other assets		166,427			167,164
Total assets	$	21,442,143		$	11,263,956
Liabilities and stockholders’ equity
Current liabilities:
Short-term borrowings	$	1,769,892		$	--
Accounts payable		5,156,697			2,715,180
Accrued expenses		1,593,465			707,886
Deferred revenue		371,064			96,674
Short-term portion of capital lease obligation		116,552			118,246
Total current liabilities		9,007,670			3,637,986
Long-term debt, net of current portion	$	3,512,078		$	--
Capital lease obligation, net of current portion		135,959			162,976
Total liabilities		12,655,707			3,800,962
Stockholders’ equity:
Common stock, $0.001 par value; 110,000,000 shares authorized; 54,090,697 and
52,558,697 shares issued and outstanding, respectively		54,091			52,559
Stock warrants		38,666			38,666
Additional paid-in capital		63,057,843			60,873,273
Accumulated deficit		(54,364,164	)		(53,501,504	)
Total stockholders’ equity		8,786,436			7,462,994
Total liabilities and stockholders’ equity	$	21,442,143		$	11,263,956

The accompanying notes are an integral part of these consolidated statements.

1

WIDEPOINT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended March 31,
	2008			2007
	(unaudited)
Revenues, net	$	7,150,565		$	2,852,370
Cost of sales (including amortization and depreciation of
$213,906 and $110,049, respectively)		6,046,302			2,124,280
Gross profit		1,104,263			728,090
Sales and marketing		165,703			180,235
General & administrative (including stock compensation
expense 123(r) of $371,702 and $63,976, respectively)		1,680,274			936,938
Depreciation expense		37,315			15,550
Loss from operations		(779,029	)		(404,633	)
Interest income		15,942			31,838
Interest expense		(99,573	)		(3,305	)
Net loss before income tax	$	(862,660	)	$	(376,100	)
Income tax benefit, net		--			--
Net loss	$	(862,660	)	$	(376,100	)
Basic and diluted net loss per share	$	(0.02	)	$	(0.01	)
Basic and diluted weighted average shares outstanding		54,033,687			51,937,845

The accompanying notes are an integral part of these consolidated statements.

2

WIDEPOINT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2008			2007
	(unaudited)
Cash flows from operating activities:
Net loss	$	(862,660	)	$	(376,100	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation expense		50,114			24,491
Amortization		201,107			101,107
Amortization of deferred financing costs		2,143			--
Stock options expense		371,702			63,976
Changes in assets and liabilities (net of business acquisition)
Accounts receivable		1,554,121			2,927,298
Prepaid expenses and other assets		(85,121	)		(90,015	)
Accounts payable and accrued expenses		1,022,126			(2,648,016	)
Net cash provided by operating activities	$	2,253,532		$	2,741
Net cash flows from investing activities:
Purchase of subsidiary, net of cash acquired		(4,901,745	)		--
Purchase of property and equipment		(27,523	)		(22,389	)
Net cash flows used in investing activities	$	(4,929,268	)	$	(22,389	)
Net cash used in financing activities:
Borrowings on notes payable		3,800,000			--
Principal payments on notes payable		(609,471	)		--
Principal payments under capital lease obligation		(28,711	)		(11,476	)
Costs related to registration statement		--			(28,207	)
Proceeds from exercise of stock options		14,400			26,110
Costs related to financing purchase of subsidiary		(13,713	)		--
Net cash provided by (used in) financing activities	$	3,162,505		$	(13,573	)
Net increase (decrease) in cash	$	486,769		$	(33,221	)
Cash and cash equivalents, beginning of period	$	1,831,991		$	2,774,813
Cash and cash equivalents, end of period	$	2,318,760		$	2,741,592
Supplementary information:
Liabilities incurred but not yet paid relating to
registration statement	$	--		$	1,513
iSYS Promissory Note not yet paid relating to acquisition	$	2,000,000		$	--
Cash paid for interest	$	43,400		$	3,305

The accompanying notes are an integral part of these consolidated statements.

3

WIDEPOINT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation, Organization and Nature ofOperations

The consolidated balance sheet as of March 31, 2008, the condensed consolidated statements of operations for the three months ended March 31, 2008 and 2007, and the condensed consolidated statements of cash flows for the three months ended March 31, 2008 and 2007 have been prepared by the Company and are unaudited. The consolidated balance sheet as of December 31, 2007 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

The unaudited condensed consolidated financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to such regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is the opinion of management that all adjustments (which include normal recurring adjustments) necessary for a fair statement of financial results are reflected in the interim periods presented. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. The results of operations for the three months ended March 31, 2008 are not indicative of the operating results for the full year.

WidePoint Corporation (“WidePoint” or the “Company”) is a leading provider of advanced information technology products and services including identity management and information assurance services, forensic informatics and wireless technology services. WidePoint has three operational entities, Operational Research Consultants, Inc. (ORC), iSYS, LLC (iSYS), and WidePoint Ill, Inc. WidePoint enables organizations to deploy fully compliant IT services in accordance with government-mandated regulations and advanced system requirements. In January 2008, we completed the acquisition of iSYS. iSYS specializes in mobile telecommunications expense management services and forensic informatics, and information assurance services predominately to the United States Government.

WidePoint was incorporated in Delaware on May 30, 1997. Our staff consists of business and computer specialists who help our government and civilian customers augment and expand their resident technologic skills and competencies, drive technical innovation, and help develop and maintain a competitive edge in today’s rapidly changing technological environment in business. Our organization emphasizes an intense commitment to our people, our customers, and the quality of our solutions offerings. As a services organization, our customers are our primary focus. We have developed thorough, comprehensive policies, procedures and controls to mitigate the threat, or potential threat, of intentional, unintentional, physical, natural or electronic compromise or disruption of any portion of our systems or services. The talent and technology are available, and the resident expertise is well-versed in working together, to ensure goals are achieved quickly and seamlessly. Contract agreements are already in place and a substantive reference base with an assortment of federal agencies is available.

ORC specializes in IT integration and secure authentication processes and software, and providing services to the United States Government. ORC has been at the forefront of implementing Public Key Infrastructure (PKI) technologies. PKI technology uses a class of algorithms in which a user can receive two electronic keys, consisting of a public key and a private key, to encrypt any information and/or communication being transmitted to or from the user within a computer network and between different computer networks. PKI technology is rapidly becoming the technology of choice to enable security services within and between different computer systems utilized by various agencies and departments of the U.S. Government.

We intend to continue to market and sell our technical capabilities into the governmental and commercial marketplace. Further, we are continuing to actively search out new synergistic acquisitions that we believe may further enhance our present base of business and service offerings, which has already been augmented by our acquisition of ORC and iSYS and our internal growth initiatives.

4

The Company has physical locations in Oakbrook Terrace, Illinois; Fairfax, Virginia; McLean, Virginia; Alexandria, Virginia; Chesapeake, Virginia; and Columbus, Ohio. The Company’s employees work at various client locations throughout the upper Midwest and Mid Atlantic areas of the United States.

2. Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of acquired entities since their respective dates of acquisition. All significant inter-company amounts have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain amounts in prior year financial statements have been reclassified to conform with the current year presentation.

Cash and Cash Equivalents

Investments purchased with original maturities of three months or less are considered cash equivalents for purposes of these consolidated financial statements. The Company maintains cash and cash equivalents with various major financial institutions. Included in the March 31, 2008 cash balances was $2,088,701 in interest bearing balances in one bank, mostly in excess of federally insured amounts, as compared to $1,592,228 in interest bearing balances in one bank for December 31, 2007. The Company places its temporary cash investments with high credit-quality financial institutions, and as a result, the Company believes that no significant credit risk exists with respect to these cash investments.

Accounts Receivable

The majority of the Company’s accounts receivable are due from either United States governmental agencies or established companies in the following industries: manufacturing, healthcare, financial services and United States Federal government contractors. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are due within 30 to 60 days and are stated at amounts due from customers net of an allowance for doubtful accounts if deemed necessary. Customer account balances outstanding longer than the contractual payment terms are reviewed for collectability and after 90 days are considered past due.

The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.

The Company has not historically maintained a bad debt reserve for our federal government or commercial customers as we have not witnessed any material or recurring bad debt charges and the nature and size of the contracts has not necessitated such bad debt reserve.

Unbilled accounts receivable on time-and-materials contracts represent costs incurred and gross profit recognized near the period-end but not billed until the following period. Unbilled accounts receivable on fixed-price contracts consist of amounts incurred that are not yet billable under contract terms. At March 31, 2008 and December 31, 2007, unbilled accounts receivable totaled $1,158,513 and $371,435, respectively.

5

Revenue Recognition

The majority of the Company’s revenues are derived from cost-plus, or time-and-materials contracts. Under cost-plus contracts, revenues are recognized as costs are incurred and include an estimate of applicable fees earned. For time-and-material contracts, revenues are computed by multiplying the number of direct labor-hours expended in the performance of the contract by the contract billing rates and adding other billable direct costs. In the event of a termination of a contract, all billed and unbilled amounts associated with those task orders where work has been performed would be billed and collected. The termination provisions of the contract would be accounted for at the time of termination. Any deferred and/or amortization cost would either be billed or expensed depending upon the termination provisions of the contract. Further, the Company has had no material history of losses nor has it identified any material specific risk of loss at March 31, 2008 or on December 31, 2007 due to termination provisions and thus has not recorded provisions for such events.

The Company’s other revenues are derived from the delivery of non-customized software. In such cases revenue is recognized when there is persuasive evidence that an arrangement exists (generally a purchase order has been received or contract signed), delivery has occurred, the charge for the software is fixed or determinable, and collectibility is probable.

Revenue from our mobile telecom expense management services (“MTEMS”) is recognized upon delivery of services as they are rendered. Arrangements with customers on MTEMS related contracts are recognized ratably over a period of performance.

Revenue from the sale of PKI credentials is recognized when delivery occurs. Arrangements with customers on PKI related contracts may involve multiple deliverable elements. In these cases, the Company applies the principles prescribed in Emerging Issues Task Force Abstract (“EITF”) 00-21 Revenue Arrangements with Multiple Deliverables. The Company analyzes various factors, including a review of the nature of the contract or product sold, the terms of each specific transaction, the relative fair values of the elements required by EITF 00-21, any contingencies that may be present, its historical experience with like transactions or with like products, the creditworthiness of the customer, and other current market and economic conditions.

Should the sale of product or software involve an arrangement with multiple elements (for example, the sale of PKI Credential Seats along with the sale of maintenance, hosting and support to be delivered over the contract period), the Company allocates revenue to each component of the arrangement using the residual value method based on the fair value of the undelivered elements. The Company defers revenue from the arrangement equivalent to the fair value of the undelivered elements and recognizes the remaining amount at the time of the delivery of the product or when all other revenue recognition criteria have been met.

Significant Customers

For the quarter ended March 31, 2008, three customers, the Transportation Security Administration (“TSA”), the Department of Homeland Security (“DHS”), and the Washington Headquarters Services (“WHS”), an agency of the Department of Defense (“DoD”) that provides services for many DoD agencies and organizations, represented approximately 27%, 21%, and 16% of revenues, respectively. Due to the nature of our business and the relative size of certain contracts, which are entered into in the ordinary course of business, the loss of any single significant customer could have a material adverse effect on results. For the quarter ended March 31, 2007, one customer, the Defense Information Security Agency (DISA), represented approximately 24% of revenues.

Fair value of financial instruments

The Company’s financial instruments include cash equivalents, accounts receivable, accounts payable, short-term debt, long-term debt, and capital leases. The carrying values of cash equivalents, accounts receivable and accounts payable approximate their fair value because of the short maturity of these instruments. The carrying amounts of the Company’s capital leases and bank borrowings under its credit facility approximate fair value because the interest rates are reset periodically to reflect current market rates.

6

Concentrations of Credit Risk

Financial instruments potentially subject the Company to credit risk, which consist of cash and cash equivalents and accounts receivable. As of March 31, 2008, three customers, DHS, WHS, and TSA, accounted for approximately 34%, 14%, and 14% of accounts receivable, respectively. As of December 31, 2007, two clients, Headquarters Cryptologic Systems Group (HQ CPSG) and United Space Alliance, represented 24% and 14% of accounts receivable, respectively.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” Under SFAS No.109, deferred tax assets and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. SFAS No. 109 requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The Company has also adopted the provisions of Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes – An interpretation of FASB Statement No. 109.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment consisted of the following:

	March 31,			December 31,
	2008			2007
Automobiles, computers, equipment and software	$	744,868		$	657,883
Less- Accumulated depreciation and amortization		(272,138	)		(222,024	)
	$	472,730		$	435,859

Depreciation expense is computed using the straight-line method over the estimated useful lives of between two and five years depending upon the classification of the property and/or equipment.

In accordance with the American Institute of Certified Public Accountants Statement of Position 98-1 “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use,” the Company capitalizes costs related to software and implementation in connection with its internal use software systems.

Software Development Costs

WidePoint accounts for software development costs related to software products for sale, lease or otherwise marketed in accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.” For projects fully funded by the Company, significant development costs are capitalized from the point of demonstrated technological feasibility until the point in time that the product is available for general release to customers. Once the product is available for general release, capitalized costs are amortized based on units sold, or on a straight-line basis over a six-year period or other such shorter period as may be required. WidePoint recorded approximately $14,000 of amortization expense for PKI-I and $31,000 for PKI-II for the three month period ended March 31, 2008. WidePoint recorded approximately $183,000 of amortization expense for PKI-I and PKI-II for the year ended December 31, 2007. Capitalized software costs, net, included in Other Intangibles at March 31, 2008 and December 31, 2007 were approximately $0.7 million and $0.7 million, respectively. The Company also initiated PKI-III to attain an Authority to Operate (“ATO”) under the guidelines associated with our ACES certificates. WidePoint recorded no accumulated costs for the three month period ended March 31, 2008. We estimate that we will record another approximately $10,000 prior to issuance of the ATO during the second quarter of 2008 at which time we will commence amortizing the ATO over an approximate three year life.

7

Goodwill, Other Intangible Assets, and Long-Lived Assets

Goodwill represents costs in excess of fair values assigned to the underlying net assets acquired. The Company has adopted the provisions of SFAS No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” These standards require the use of the purchase method of accounting for business combinations, set forth the accounting for the initial recognition of acquired intangible assets and goodwill and describe the accounting for intangible assets and goodwill subsequent to initial recognition. Under the provisions of these standards, goodwill is not subject to amortization and annual review is required for impairment. The impairment test under SFAS No. 142 is based on a two-step process involving (i) comparing the estimated fair value of the related reporting unit to its net book value and (ii) comparing the estimated implied fair value of goodwill to its carrying value. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company’s annual impairment testing date is December 31.

The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their useful lives. Impairment losses are recognized if the carrying amount of an intangible subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value.

The Company reviews its long-lived assets, including property and equipment, identifiable intangibles, and goodwill annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows will be less than the carrying amount of the assets.

Basic and Diluted Net Earnings (Loss) Per Share

Basic earnings or loss per share includes no dilution and is computed by dividing net earnings or loss by the weighted-average number of common shares outstanding for the period. Diluted earnings or loss per share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Outstanding options and warrants to purchase 8,014,257 and 7,088,257 shares, respectively, for the quarters ended March 31, 2008 and 2007 have not been included in the calculation of the net loss per share as such effect would have been anti-dilutive. As a result of these items, the basic and diluted net loss per share for the quarters ending March 31, 2008 and 2007, respectively, are presented as identical.

Stock-based compensation

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004), “Share-Based Payment,” (“SFAS No. 123R”). This statement requires that the costs of employee share-based payments be measured at fair value on the awards’ grant date and recognized in the financial statements over the requisite service period.

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123R using the modified prospective application transition method. Under this method, compensation cost for the portion of awards for which the requisite service has not yet been rendered that are outstanding as of the adoption date is recognized over the remaining service period. The compensation cost for that portion of awards is based on the grant-date fair value of those awards as calculated for pro forma disclosures under SFAS No. 123, as originally issued. All new awards that are modified, repurchased, or cancelled after the adoption date are accounted for under provisions of SFAS No. 123R. Prior periods have not been restated under this transition method. The Company recognizes share-based compensation ratably using the straight-line attribution method over the requisite service period. In addition, pursuant to SFAS No. 123R, the Company is required to estimate the amount of expected forfeitures when calculating share-based compensation, instead of accounting for forfeitures as they occur, which was the Company’s practice prior to the adoption of SFAS 123R. As of January 1, 2006, the cumulative effect of adopting the estimated forfeiture method was not material.

The amount of compensation expense recognized under SFAS 123(R) during the three month periods ended March 31, 2008 and 2007, respectively, under our plans was comprised of the following:

8

	Three Months ended March 31
	2008		2007
General and administrative expense	$	371,702	$	63,976
Share-based compensation before taxes		371,702		63,976
Share-based compensation expense	$	371,702	$	63,976
Net share-based compensation expenses per basic
and diluted common share	$	0.01	$	0.00

Since we have cumulative operating losses as of March 31, 2008 for which a valuation allowance has been established, we recorded no income tax benefits for share-based compensation arrangements.  Additionally, no incremental tax benefits were recognized from stock options exercised during the quarter ended March 31, 2008, which would have resulted in a reclassification to reduce net cash provided by operating activities with an offsetting increase in net cash provided by financing activities.  

The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model (“Black-Scholes model”) that uses the assumptions of no dividend yield, risk free interest rates of between 2.61% and 4.83%, volatility of between 156% to 57%, and expected life in years of approximately 4 years. Expected volatilities are based on the historical volatility of our common stock. The expected term of options granted is based on analyses of historical employee termination rates and option exercises. The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant.  Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.  The estimated forfeiture rates are based on analyses of historical data, taking into account patterns of involuntary termination and other factors.  A summary of the option activity under our plans during the three month periods ended March 31, 2008 and 2007 is presented below:

	# of Shares		Weighted average Grant date fair value per share
OUTSTANDING AND NON -VESTED
Non-vested at January 1, 2008		457,044		$0.73
Granted		870,000		$0.77
Vested		57,044		$0.49
Forfeited		--		--
Non-vested at March 31, 2008		1,270,000		$0.77

9

Non-vested at January 1, 2007	753,477	$0.67
Granted	--	--
Vested	323,183	$0.58
Forfeited	29,250	$0.43
Non-vested at March 31, 2007	401,044	$0.76
OUTSTANDING AND EXERCISABLE
Total outstanding at January 1, 2008	7,085,211	$0.37
Issued	870,000	$0.90
Cancelled	--	--
Exercised	32,000	$0.45
Total outstanding at March 31, 2008	7,923,211	$0.42
Total exercisable at March 31, 2008	6,653,211	$0.32
Total outstanding at January 1, 2007	7,103,261	$0.36
Issued	--	--
Cancelled	30,250	$0.48
Exercised	75,800	$0.34
Total outstanding at March 31, 2007	6,997,211	$0.36
Total exercisable at March 31, 2007	6,596,167	$0.32

The aggregate remaining contractual lives in years for the options outstanding and exercisable on March 31, 2008 were 3.52 and 2.84, respectively.

Aggregate intrinsic value represents total pretax intrinsic value (the difference between WidePoint’s closing stock price March 31, 2008 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on March 31, 2008. This amount changes based on the fair market value of WidePoint’s stock. The total intrinsic value of options outstanding as of March 31, 2008 was $6,808,401. The total intrinsic value of options exercisable on March 31, 2008 was $6,405,561. The total intrinsic value of options exercised for the first quarter of fiscal 2008 was $29,120. The Company issues new shares of common stock upon the exercise of stock options.

At March 31, 2008, 6,246,138 shares were available for future grants under the Company’s 1997 Stock Compensation Plans. This includes options for 1,080,150 shares previously exercised through March 31, 2008, under the Company’s 1997 Stock Compensation Plans. This does not include 3,999,999 warrants granted and vested to members of the senior management team that were not issued under the Company’s 1997 Stock Compensation Plans.

At March 31, 2008, the Company had approximately $562,000 of total unamortized compensation expense, net of estimated forfeitures, related to stock option plans that will be recognized over the weighted average period of 3.52 years.

Recent Accounting Pronouncements

SFAS 157. In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 applies to other existing accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. While SFAS 157 does not require any new fair value measurements, its application may change the current practice for fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. On February 8, 2008, the FASB issued FSP FAS 157-2, Effective Date of FASB Statement No. 157 , which delays the effective date of SFAS 157 for nonfinancial assets and liabilities to fiscal years beginning after November 15, 2008. The adoption of SFAS 157 for financial assets and liabilities in the first quarter of 2008 had no impact on our consolidated financial statements. We are currently evaluating the impact of SFAS 157 for non-financial assets and liabilities.

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SFAS 159 In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 will be effective for the Company’s current fiscal year ending December 31, 2008. We do not believe the adoption of this statement will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“FAS 141(R)”), to replace FAS 141, “Business Combinations.” FAS 141(R) requires use of the acquisition method of accounting, defines the acquirer, establishes the acquisition date and broadens the scope to all transactions and other events in which one entity obtains control over one or more other businesses. This statement is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 with earlier adoption prohibited. While the Company does not expect that the adoption of FAS 141(R) to have a material impact to its consolidated financial statements for transactions completed prior to December 31, 2008, the impact of the accounting change could be material for business combinations which may be consummated subsequent thereto.

In December 2007, the FASB issued Statement of FAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” — an amendment of ARB No. 51, (“FAS 160”). FAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the retained interest and gain or loss when a subsidiary is deconsolidated. This statement is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 with earlier adoption prohibited. The Company currently does not have any noncontrolling interests or deconsolidated subsidiaries and therefore FAS 160 will not have any impact on its consolidated financial statements.

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3. Debt

On January 2, 2008, WidePoint Corporation (the “Company”) entered into a Commercial Loan Agreement with Cardinal Bank relating to a $5,000,000 revolving credit facility and a $2,000,000 term loan. Advances under the revolving credit facility bear interest at a variable rate equal to the prime rate plus 0.25% with such variable rate dropping to the prime rate or the prime rate minus 0.25% depending upon the Company meeting certain performance conditions, with the repayment date for such facility being April 30, 2009. This new revolving credit facility replaces the Company’s prior $2,000,000 revolving credit facility with Cardinal Bank. The term loan bears interest at 7.5% annually and the repayment date of such term loan is January 1, 2012.

4. Goodwill and Intangible Assets

Effective January 1, 2002, WidePoint adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS 142 requires, among other things, the discontinuance of goodwill amortization. Under SFAS 142, goodwill is to be reviewed at least annually for impairment; the Company has elected to perform this review annually on December 31^st of each calendar year. These reviews have resulted in no adjustments in goodwill.

In January 2008, WidePoint completed the acquisition of iSYS, LLC. (“iSYS”). The purchase price allocation for the Company’s acquisition of iSYS at this time is still preliminary and subject to final adjustments. The Company has engaged a consultant to assist it in its final purchase price allocation. During the first quarter the Company determined that the minimum requirement of $2 million dollars in working capital as of December 31, 2007 was met and that an excess of approximately $143,000 in working capital existed as determined by an audit performed on iSYS during the first quarter. The excess working capital will be adjusted against purchase price. During 2004, WidePoint completed the acquisition of Operational Research Consultants, Inc. (“ORC”). The Company also has capitalized software development costs associated with its PKI initiative, established and/or has estimated the purchase price allocation of the assets acquired and allocated the purchase price of the components and software capitalization of goodwill and other intangibles as follows:

Amortized Intangible Assets		As of March 31, 2008
		Gross Carrying Amount	Accumulated Amortization
(1)	ORC Intangible (Includes customer
	relationships and PKI business
	opportunity purchase accounting
	preliminary valuations)	$1,145,523	$   (755,350)
(2)	PKI-I Intangible (Related to
	internally generated software)	$   334,672	$   (198,863)
(3)	PKI-II Intangible (Related to
	internally generated software)	$   649,991	$   (323,298)
(4)	PKI-III Intangible (Related to
	internally generated software)	$   211,680	--
(5)	iSYS	$2,000,000	$   (100,000)
	Total	$4,341,866	$(1,377,511)
	Aggregate Amortization Expense:
	For quarter ended 3/31/08	$   201,107
	Estimated Amortization Expense:
	For year ended 12/31/08	$   804,430
	For year ended 12/31/09	$   774,272
	For year ended 12/31/10	$   575,080

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(1) The ORC intangible is made up of the purchase accounting associated with the valuation assigned by the Company to ORC’s customer relationships and PKI business opportunity. The PKI business opportunity intangible has an estimated life of 6 years and ORC’s customer relationships have an estimated life of 5 years. The PKI business opportunity was estimated based upon the contractual life assigned to the authority to issue PKI certificates by the federal government. The fair value of the PKI business opportunity was estimated using the expected present value of future cash flows estimated by the Company for ORC’s PKI business opportunity. ORC’s customer relationship intangible was estimated based upon an analysis of the historic life of ORC’s present customer relationships and their present contract opportunities. A fair value was estimated using the expected present value of the estimated future cash flows generated from those relationships. The weighted average life of this intangible asset class is 3.5 years.

(2) The PKI-I intangible is related to internally generated software that was associated with ORC’s PKI-I development of its phase 1 software offerings. ORC commenced sales of its PKI-I service in August of 2004. It has a weighted average life of 3.5 years and is based upon the contractual life assigned to the authority to issue PKI certificates by the federal government.

(3) The PKI-II intangible is related to a secondary PKI software development effort by ORC. ORC commenced sales of its PKI-II service in August of 2005. It has a weighted average life of 3.5 years and is based upon the contractual life assigned to the authority to issue PKI certificates by the federal government.

(4) The PKI-III intangible is related to an additional PKI software development by ORC to attain an Authority To Operate (“ATO”) under the guidelines associated with ACES certificates that will be issued under a General Service Administration (“GSA”) credential program. It is estimated that we will accumulate approximately $110,000 in cost through the 1^st quarter of 2008 prior to the issuance by the GSA of an ATO to ORC allowing them to issue ACES certificates for a 3 year period. Upon issuance of the ATO, ORC will amortize the accumulated costs over a weighted average life of 3 years to operate under the new ATO to issue ACES Certificates. No estimated future amortization expense has been determined for PKI-III.

(5) The iSYS intangible is made up of the preliminary estimated purchase accounting allocations associated with the valuation assigned by the Company to iSYS’s customer relationships and mobile telecom expense management (“MTEM”) software. The MTEM software intangible has an estimated life of 5 years and iSYS’s customer relationships have an estimated life of 5 years. The MTEM software was estimated based upon a preliminary estimate attributed to the most recent life attributable to the contractual life assigned by iSYS most recent contract awards and terms. The preliminary estimated fair value of the MTEM software was estimated using the expected present value of future cash flows estimated by the Company for iSYS’s software. iSYS’s customer relationship intangible was estimated based upon an analysis of the historic life of iSYS’s present customer relationships and their present contract opportunities. A preliminary fair value was estimated using the expected present value of the estimated future cash flows generated from those relationships. The weighted average life of this intangible asset class is 5.0 years. The Company has commenced an independent analysis to determine the appropriate valuation of the intangibles and both the estimated life and value may change upon the completion of such independent analysis.

The total weighted average life of all of the intangibles is approximately 3.5 years.

There were no amounts of research and development assets acquired during the quarter ended March 31, 2008 nor any written-off in the period.

The changes in the carrying amount of goodwill for the quarter ended March 31, 2008 and 2007 are as follows:

	Total
Balance as of January 1, 2007	$2,526,110
Goodwill adjusted	$             --
Balance as of March 31, 2007	$2,526,110
Balance as of January 1, 2008	$2,526,110
Goodwill acquired	$4,831,142
Balance as of March 31, 2008	$7,357,252

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The goodwill acquired is associated with the acquisition of iSYS in January of 2008. No impairment was required as of March 31, 2008.

5. Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” Under SFAS No.109, deferred tax assets and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. SFAS No. 109 requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The Company has further adopted the provisions of Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – An interpretation of FASB Statement No. 109.” As required by FIN 48, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company has determined that its net deferred tax asset did not satisfy the recognition criteria set forth in SFAS No. 109 and, accordingly, established a valuation allowance for 100 percent of the net deferred tax asset, less the deferred liability related to the Section 481(a) adjustment.

As of March 31, 2008, the Company had net operating loss carry forwards of approximately $20 million to offset future taxable income. These carry forwards expire between 2010 and 2027. Under the provisions of the Tax Reform Act of 1986, when there has been a change in an entity’s ownership of 50 percent or greater, utilization of net operating loss carry forwards may be limited. As a result of WidePoint’s equity transactions, the Company’s net operating losses will be subject to such limitations and may not be available to offset future income for tax purposes. The Company adopted FIN 48 as of January 1, 2007. The adoption of FIN 48 has not had an impact on the Company’s financial position or results of operations for the three months ended March 31, 2007 and 2008. The Company has no unrecognized tax benefit, as described in FIN 48, as of March 31, 2008 and our tax position has not materially changed since December 31, 2007.

6. Stockholders’ Equity

The Company is authorized to issue 110,000,000 shares of common stock, $.001 par value per share. During the quarter ended March 31, 2008, 32,000 shares of common stock were issued as the result of the exercise of employee stock options. As of March 31, 2008, there were 54,090,697 shares of common stock outstanding.

Common Stock

Pursuant to the terms of a Membership Interest Purchase Agreement, dated January 2, 2008, between the Company, iSYS, LLC and Jin Kang, the Company issued 1,500,000 shares of Company common stock at a stock price of $1.20 per common share of WidePoint Corporation for a value of $1,800,000. The Company also issued an additional 3,000,000 shares of Company common stock, which shares were delivered into escrow to be held subject to the satisfaction of certain earnout provisions under the Membership Interest Purchase Agreement, and which shares are subject to return to the Company in the event such earnout provisions are not achieved under the terms of the Membership Interest Purchase Agreement. Under the Membership Interest Purchase Agreement the initial $1.4 million in earnings before interest, taxes, depreciation and amortization (“EBITDA”) from iSYS is excluded from the earnout for the initial 3 years with 66% of the value in excess of the initial $1.4 million being paid to the former owner of iSYS with 50% of the amount being paid in cash and 50% being valued and released in escrow shares. In the 4^th year the value in excess of 50% is used instead of 66% with the total earnout capped at $6 million, with $ 3 million payable in cash and $3 million payable in the release of earnout shares. Performance of the earnout is measured annually and awarded within 30 days following the end of the Company’s fiscal period and filing of the Company’s Form 10-K. The value of the 1,500,000 unregistered common stock issued was $1,800,000 and was determined based on the closing market price of the Company’s common shares on January 8, 2008 of $1.20 per common share.

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Stock Warrants

On November 1, 2005, the Company issued a warrant to purchase 54,878 shares of common stock at a price of $0.80 per share to Hawk Associates as part of a consulting agreement in which Hawk Associates agreed to act as the Company’s investor relations representative. The warrant has a term of 5 years. We are accounting for this award in accordance with EITF 96-18.

On October 27, 2004 and November 22, 2004, the Company issued two warrants to purchase 30,612 shares and 5,556 shares of common stock at a price of $0.49 and $0.45 per share, respectively, to Liberty Capitol as part of a consulting agreement in which Liberty Capitol assisted the Company in arranging its senior debt financing with RBC-Centura Bank. The warrants have a term of 5 years. The Company used a fair-value option pricing model to value these stock warrants at approximately $14,291. This value has been reflected as part of stock warrants in the stockholders’ equity section of the consolidated balance sheet.

7. Segment reporting

Segments are defined by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” as components of a company in which separate financial information is available and is evaluated by the chief operating decision maker, or a decision making group, in deciding how to allocate resources and in assessing performance.

During 1998, the Company adopted SFAS No. 131 and until December 31, 2005 the Company was comprised of a single segment, which was comprised of our consulting services segment within our Commercial and Federal Government Marketplaces. As of January 1, 2006, the Company added a second segment, which consists of PKI credentialing and managed services. As of January 4, 2008, the Company added a third segment upon the acquisition of iSYS, LLC for mobile telecom expense management.

Segment operating income consists of the revenues generated by a segment, less the direct costs of revenue and selling, general and administrative costs that are incurred directly by the segment. Unallocated corporate costs include costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment. These administrative function costs include costs for corporate office support, all office facility costs, costs relating to accounting and finance, human resources, legal, marketing, information technology and company-wide business development functions, as well as costs related to overall corporate management.

The following table presents information about reported segments along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements:

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	Three Months Ended March 31,
	2008			2007
Consulting services:
Revenues	$	1,903,977		$	2,542,303
Operating income		140,563			19,131
Total assets		5,613,531			3,436,310
Mobile Telecom Managed Services:
Revenues	$	4,487,163			--
Operating income		108,827			--
Total assets		4,755,566			--
PKI Credentialing and Managed Services:
Revenues	$	759,425		$	310,067
Operating loss (includes amortization expense of $45,838 and $45,838, respectively)		273,145			95,890
Total assets		1,605,348			1,199,559
Total Company
Revenues	$	7,150,565		$	2,852,370
Operating loss before depreciation expense		741,714	(1)		389,083	(2)
Depreciation expense		37,315			15,550
Interest income (expense), net		(83,631	)		28,533
Net loss	$	(862,660	)	$	(376,100	)
Total Corporate assets	$	9,467,698		$	5,994,789

(1)     Includes $55,269 in amortization expense in cost of sales associated with the purchase of ORC and $100,000 in amortization expense in cost of sales associated with the purchase of iSYS, which are not allocated among the segments and includes $562,690 in unallocated corporate costs in general and administrative expense of which $371,702 is comprised of stock options expense.

(2)     Includes $55,270 in amortization expense in cost of sales associated with the purchase of ORC, which is not allocated among the segments and includes $257,054 in unallocated corporate costs in general and administrative expense.

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8. Litigation

The Company is not involved in any material legal proceedings.

9. iSYS Acquisition

Pursuant to the terms of the Membership Interest Purchase Agreement, dated January 2, 2008, the Company paid the following consideration at the closing: (i) $5,000,000 in cash, (ii) $2,000,000 principal amount in an Installment Cash Promissory Note, which bears simple annual interest at the initial rate of 7% through December 31, 2008, and thereafter the simple interest rate will increase to 10% from January 1, 2009 through the date of maturity, which will be on the earlier of either April 1, 2009 or the filing by the Company of its Annual Report on Form 10-K for the year ending December 31, 2008, and (iii) the issuance of 1,500,000 shares of Company common stock issued at a stock price of $1.20 per common share of WidePoint Corporation for a value of $1,800,000. The Company also issued an additional 3,000,000 shares of Company common stock, 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. The aggregate purchase price was $9,046,132 including $102,722 of acquisition costs and without consideration for the contingent issuance of the 3,000,000 earnout shares. The value of the 1,500,000 unregistered common stock issued was $1,800,000 and was determined based on the closing market price of the Company’s common shares on January 8, 2008 of $1.20 per common share.

The Company has not yet finalized the allocation of the purchase price. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the latest available information on iSYS, at March 31, 2008. The allocation of the purchase price was based upon management’s estimates and assumptions:

	iSYS at March 31, 2008
Current assets	$	4,670,801
Property, plant and equipment, net		59,463
Intellectual property		2,000,000
Goodwill		4,831,142
Other non current assets		12,117
Total assets acquired	$	11,573,523
Current liabilities	$	2,527,391
Total liabilities assumed	$	2,527,391

The operations of iSYS will be included in the Company’s results of operations beginning on January 4, 2008, the acquisition date. The factors resulting in goodwill were iSYS’s name, reputation, and established key personnel. None of the goodwill will be deductible for tax purposes.

The accompanying consolidated pro forma information gives effect to the iSYS acquisition as if it had occurred on January 1, 2007 and its results of operations were included in the quarters ended March 31, 2008 and 2007 for the full period. The pro forma information is included only for purposes of illustration and does not necessarily indicate what the Company’s operating results would have been had the acquisition of iSYS been completed on January 1, 2007.

	Quarter Ended March 31, 2008*			Quarter Ended March 31, 2007
Revenue	$	7,150,565		$	6,728,197
Net income	$	(862,660	)	$	(290,656	)
Income per share, basic and diluted	$	(0.02	)	$	(0.01	)

*Because the transaction occurred on January 4, 2008, there was no difference from the actual amounts for the three months ended March 31, 2008.

10. Subsequent Events

On April 29, 2008, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”) with Deutsche Bank AG, London Branch, and related agreements, as part of a private equity financing to raise additional funds for working capital. Under the Purchase Agreement, Deutsche Bank AG agreed to purchase 2,500,000 shares of WidePoint common stock for a total purchase price of $2,550,000, or $1.02 per share. Pursuant to the Purchase Agreement, the Company issued 2,500,000 shares of its common stock to Deutsche Bank AG, London Branch on May 2, 2008. The offer and sale of the shares were not registered under the Securities Act of 1933, as amended, in reliance on the “private offering” exemption provided under Section 4(2) thereof.

On May 16, 2008, the Company entered into two Common Stock Purchase Agreements (collectively, the “Endurance Purchase Agreements”) with Endurance Partners, L.P. and Endurance Partners (Q.P), L.P., and related agreements, as part of a private equity financing to raise additional funds for working capital. Under the Endurance Purchase Agreements, Endurance Partners, L.P. agreed to purchase 428,954 shares of WidePoint common stock for a total purchase price of $437,533.08, or $1.02 per share, and Endurance Partners (Q.P.), L.P. agreed to purchase 1,071,046 shares of WidePoint common stock for a total purchase price of $1,092,466.92, or $1.02 per share. Pursuant to the Endurance Purchase Agreements, on May 19, 2008, the Company issued 428,954 shares of its common stock to Endurance Partners, L.P. and 1,071,046 shares of its common stock to Endurance Partners (Q.P.), L.P. The offer and sale of the shares were not registered under the Securities Act of 1933, as amended, in reliance on the “private offering” exemption provided under Section 4(2) thereof.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the notes thereto which appear elsewhere in this quarterly report and the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

The information set forth below includes forward-looking statements. Certain factors that could cause results to differ materially from those projected in the forward-looking statements are set forth below. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

WidePoint Corporation (“WidePoint” or the “Company”) is a leading provider of advanced information technology products and services including identity management and information assurance services, forensic informatics and wireless technology services. WidePoint has three operational entities, Operational Research Consultants, Inc. (“ORC”), iSYS, LLC (“iSYS”), and WidePoint Ill, Inc. WidePoint enables organizations to deploy fully compliant IT services in accordance with government-mandated regulations and advanced system requirements. In January 2008, we completed the acquisition of iSYS. iSYS specializes in mobile telecom expense management services and forensic informatics, and information assurance services predominately to the United States Government.

WidePoint was incorporated in Delaware on May 30, 1997. Our staff consists of business and computer specialists who help our government and civilian customers augment and expand their resident technologic skills and competencies, drive technical innovation, and help develop and maintain a competitive edge in today’s rapidly changing technological environment in business. Our organization emphasizes an intense commitment to our people, our customers, and the quality of our solutions offerings. As a services organization, our customers are our primary focus. We have developed thorough, comprehensive policies, procedures and controls to mitigate the threat, or potential threat, of intentional, unintentional, physical, natural or electronic compromise or disruption of any portion of our systems or services. The talent and technology are available, and the resident expertise is well-versed in working together, to ensure goals are achieved quickly and seamlessly. Contract agreements are already in place and a substantive reference base with an assortment of federal agencies is available.

ORC specializes in IT integration and secure authentication processes and software, and providing services to the United States Government. ORC has been at the forefront of implementing Public Key Infrastructure (PKI) technologies. PKI technology uses a class of algorithms in which a user can receive two electronic keys, consisting of a public key and a private key, to encrypt any information and/or communication being transmitted to or from the user within a computer network and between different computer networks. PKI technology is rapidly becoming the technology of choice to enable security services within and between different computer systems utilized by various agencies and departments of the U.S. Government.

We intend to continue to market and sell our technical capabilities into the governmental and commercial marketplace. Further, we are continuing to actively search out new synergistic acquisitions that we believe may further enhance our present base of business and service offerings, which has already been augmented by our acquisition of ORC and iSYS and our internal growth initiatives.

With the addition of the customer base and the increase in revenues attributable from both the iSYS and ORC acquisitions, WidePoint’s opportunity to leverage and expand further into the federal marketplace has improved dramatically. Both Company’s past client successes, top security clearances in their facilities and with their personnel, and additional breadth of management talent have expanded the Company’s reach into markets that previously were not fully accessible to WidePoint. WidePoint intends to continue to leverage the synergies between the newly acquired operating subsidiaries and cross sell those technical capabilities into each separate marketplace serviced by its respective subsidiaries. Further, WidePoint is continuing to actively search out new synergistic acquisitions that we believe will further enhance the present base of business, which has already been augmented by our recent acquisitions activity and internal growth initiatives.

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WidePoint’s total revenues increased by approximately $4.3 million from $2.9 million for the three months ended March 31, 2007 to $7.2 million for the three months ended March 31, 2008. The increase in revenues during the three month period ending March 31, 2008 as compared to the same three month period ending March 31, 2007 was primarily a result of the acquisition of iSYS.

For the three months ended March 31, 2008, our Mobile Telecom Managed Services segment experienced revenue growth of approximately 53% from approximately $2,929,700 for the quarter ended March 31, 2007 (prior to acquisition by WidePoint), to approximately $4,487,000 for the quarter ended March 31, 2008. We anticipate that this segment should continue to increase as the federal agencies continue to adopt the Company’s services under the recent contract award associated with the federal strategic sourcing initiative, or FSSI, by the General Services Administration.

For the three months ended March 31, 2008, our PKI credentialing and managed services segment experienced revenue growth of approximately 145% with revenues increasing approximately $449,000 from approximately $310,000 for the quarter ended March 31, 2007, to approximately $759,000 for the quarter ended March 31, 2008. We anticipate that credential sales and managed services sales should continue to increase in the medium to long-term time horizons as we continue to fulfill contract wins and we witness the adoption of the External Certificate Authority (“ECA”) program by the Department of Defense, the HSPD-12 program by the Federal Government agencies and departments, and other groups commencing the pilot programs and rollout associated with the expansion of various programs which are being mandated by the Federal Government. During the short-term time horizon we believe that sales associated with our PKI managed services segment could be erratic as they may be driven by delivery timeframes controlled by external Company partners and clients that may be outside of the control of the Company.

Our consulting services segment experienced decreasing revenues of approximately $638,000 from approximately $2,542,000 for the quarter ended March 31, 2007 as compared to approximately $1,904,000 for the quarter ended March 31, 2008. The decrease in revenues for the quarter ended March 31, 2008 as compared to the quarter ended March 31, 2007 was materially the result of a reduction in billable hours worked during the quarter attributable to late starts associated with contract awards that occurred late in the quarter.

Based upon estimates provided by independent analyst and U.S. government estimates, management believes there is a base of 5 million to 15 million users for the Company’s PKI credentials that is comprised of U.S. Federal Government agencies employees and their contractors. The Company further believes that there is a developing market place for PKI credentials within the state and local governments and other national programs that extend beyond the U.S. Federal Government agencies employees and their contractors. These other opportunities relate to the requirements underlying the mandates for the HSPD-12 program that effect state and local governments as well as other national programs. The Company’s PKI credentials are currently priced from approximately $27.50 to $150.00 per user on government pricing schedules depending upon the quantity purchased and the level of managed services and support selected by the customer. Pricing of the Company’s PKI credentials by user are driven by a competitive marketplace and may change at any time. The Company believes it is well-positioned to effectively compete within this market segment as a result of its past successes and experience within the PKI field.

A number of factors, including the progress of contracts, revenues earned on contracts, the number of billable days in a quarter, the timing of the pass-through of other direct costs, the commencement and completion of contracts during any particular quarter, the schedule of the government agencies for awarding contracts, the term of each contract that we have been awarded and general economic conditions may subject our revenues and operating results to significant variation from quarter to quarter. Because a significant portion of our expenses, such as personnel and facilities costs, are fixed in the short term, successful contract performance and variation in the volume of activity as well as in the number of contracts commenced or completed during any quarter may cause significant variations in operating results from quarter to quarter.

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With our acquisitions of iSYS and ORC we rely upon a larger portion of our revenues from the Federal Government directly or as a subcontractor. The Federal Government’s fiscal year ends September 30. If a budget for the next fiscal year has not been approved by that date, our clients may have to suspend engagements that we are working on until a budget has been approved. Such suspensions may cause us to realize lower revenues in the fourth quarter and/or first quarter of the year. Further, a change in presidential administrations and in senior government officials may negatively affect the rate at which the Federal Government purchases the services that we offer.

As a result of the factors above, period-to-period comparisons of our revenues and operating results may not be meaningful. You should not rely on these comparisons as indicators of future performance as no assurances can be given that quarterly results will not fluctuate, causing a possible material adverse effect on our operating results and financial condition.

In addition, most of WidePoint’s current costs consist primarily of the salaries and benefits paid to WidePoint’s technical, marketing and administrative personnel. As a result of our plan to expand WidePoint’s operations through a combination of internal growth initiatives and merger and acquisition opportunities, WidePoint expects such costs to increase.  WidePoint’s profitability also depends upon both the volume of services performed and the Company’s ability to manage costs.  As a significant portion of the Company’s cost is labor related, WidePoint must effectively manage these costs to achieve and grow its profitability.  To date, the Company has attempted to maximize its operating margins through efficiencies achieved by the use of its proprietary methodologies, and by offsetting increases in consultant salaries with increases in consultant fees received from its clients. The uncertainties relating to the ability to achieve and maintain profitability, obtain additional funding to partially fund the Company’s growth strategy and provide the necessary investment to continue to upgrade its management reporting systems to meet the continuing demands of the present regulatory changes affect the comparability of the information reflected in the financial information presented above.

Results of Operations

Three Months Ended March 31, 2008 as Compared to Three Months Ended March 31, 2007

Revenues, net. Revenues for the three month period ended March 31, 2008 were approximately $7,151,000 as compared to approximately $2,852,000 for the three month period ended March 31, 2007. The increase in revenues was primarily attributable to the acquisition of iSYS and increases in our PKI managed services segment, partially offset by declines within our consulting services segment. We anticipate continued revenue growth across all three of our business segments as a result of new contracts that were awarded late in the first quarter and early in the second quarter. Our Mobile Telecom Managed Services segment experienced revenue growth of approximately 53% from approximately $2,929,700 for the quarter ended March 31, 2007 (prior to acquisition by WidePoint), to approximately $4,487,000 for the quarter ended March 31, 2008. We anticipate that this segment should continue to increase as the federal agencies continue to adopt the Company’s services under the recent contract award associated with the federal strategic sourcing initiative, or FSSI, by the General Services Administration. Our PKI credentialing and managed services segment experienced revenue growth of approximately 145% with revenues increasing approximately $449,000 from $310,000 for the three month period ended March 31, 2007, to $759,000 for the three month period ended March 31, 2008, as a result of various mandates to roll out credential programs to various agencies and contractors. Our consulting services segment experienced decreasing revenue of approximately 25% with revenues decreasing approximately $638,000 from $2,542,000 for the three month period ended March 31, 2007 as compared to $1,904,000 for the three month period ended March 31, 2008, as a result of a reduction in billable hours worked during the quarter attributable to late starts associated with contract awards that occurred late in the quarter.

Cost of sales. Cost of sales for the three month period ended March 31, 2008, was approximately $6,046,000, or 85% of revenues, an increase of approximately $3,922,000 from cost of sales of approximately $2,124,000, or 74% of revenues, for the three month period ended March 31, 2007. The absolute increase in cost of sales was primarily attributable to an increase in revenues while the percentage-based increase in cost of sales was primarily attributable to start-up costs associated with new contracts and an increase in amortization expense related to the acquisition of iSYS. We anticipate improvements in our costs of sales on a percentage basis as our managed services segments adds economies of scale and upfront start-up expenses related to new contract awards and implementations are realized. We anticipate that cost of sales will decrease on a percentage basis in the near term as we move beyond the initial start-up phase of recent contract awards and our product mix of PKI services expands in relation to our other segments.

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Gross profit. As a result of the acquisition of iSYS, gross profit for the three month period ended March 31, 2008, was approximately $1,104,000, or 15% of revenues, an increase of approximately $376,000 over gross profit of approximately $728,000, or 26% of revenues, for the three month period ended March 31, 2007. The percentage of gross profit was lower in the first quarter 2008 as compared to the first quarter 2007 as a result of lower margins associated with a greater mix of reselling items associated with our recent purchase of iSYS in January 2008. We anticipate gross profit as a percentage of revenues will increase in the near term as cost of sales as a percentage of revenues decreases due to a greater mix of higher margin services add to revenue growth and higher costs associated with initial start-up phase contract awards diminish. We believe as revenues expand in the future there will be periods of variability in margin growth associated with changes in our product mix.

Sales and marketing. Sales and marketing expense for the three month period ended March 31, 2008, was approximately $166,000, or 2% of revenues, a decrease of approximately $14,000, as compared to approximately $180,000, or 6% of revenues, for the three month period ended March 31, 2007. The slight decrease was materially attributable to slightly lower costs in our bid and proposal expenses as we performed less bid and proposal activity and increased our start-up work associated with recent contract awards. The absolute dollar amount of sales and marketing may expand in the near term as we expand an initiative to expand our sales and marketing infrastructure.

General and administrative. General and administrative expenses for the three month period ended March 31, 2008, were approximately $1,680,000, or 23% of revenues, an increase of approximately $743,000, as compared to approximately $937,000, or 33% of revenues, recorded by the Company for the three month period ended March 31, 2007. The increase in general and administrative expenses for the three months ended March 31, 2008, was primarily attributable to our acquisition of iSYS and an increase in the current quarter of approximately $300,000 associated with our stock compensation expense for FAS 123R for options which were issued to key personnel of iSYS which have been expensed in the first quarter and will not re-occur.

Depreciation. Depreciation expense for the three month period ended March 31, 2008, was approximately $37,300, or less than 1% of revenues, an increase of approximately $21,700, as compared to approximately $15,600 of such expenses, or less than 1% of revenues, recorded by the Company for the three month period ended March 31, 2007. The increase in depreciation expense for the three month period ended March 31, 2008, was primarily attributable to greater amounts of depreciable assets.

Interest income. Interest income for the three month period ended March 31, 2008, was approximately $15,900, or less than 1% of revenues, a decrease of approximately $15,900 as compared to approximately $31,800, or less than 1% of revenues, for the three month period ended March 31, 2007. The decrease in interest income for the three month period ended March 31, 2007, was primarily attributable to lesser amounts of invested cash and cash equivalents and lower short-term interest rates that were available to the Company on investments in interest bearing accounts.

Interest expense. Interest expense for the three month period ended March 31, 2008, was approximately $99,600, or less than 1% of revenues, an increase of approximately $96,300, as compared to approximately $3,300, or less than 1% of revenues, for the three month period ended March 31, 2007. The increase in interest expense for the three month period ended March 31, 2008 was primarily attributable to greater expenses associated with the debt instruments and an increase in capital leases held by the Company. We anticipate our interest expense will fall as a result of recent capital raises for which part of the proceeds were utilized to partially pay down outstanding debt balances.

Net loss. As a result of the above, the net loss for the three month period ended March 31, 2008, was approximately $863,000 as compared to the net loss of approximately $376,000 for the three months ended March 31, 2007.

The following table sets forth selected segment and consolidated operating results and other operating data for the periods indicated. Segment operating income consists of the revenues generated by a segment, less the direct costs of revenue and selling, general and administrative costs that are incurred directly by the segment. Unallocated corporate costs include costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment.

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	Three Months Ended March 31,
	2008			2007
Consulting services:
Revenues	$	1,903,977		$	2,542,303
Operating income		140,563			19,131
Total assets		5,613,531			3,436,310
Mobile Telecom Managed Services:
Revenues	$	4,487,163			--
Operating income		108,827			--
Total assets		4,755,566			--
PKI Credentialing and Managed Services:
Revenues	$	759,425		$	310,067
Operating loss (includes amortization expense of $45,838 and $45,838, respectively)		273,145			95,890
Total assets		1,605,348			1,199,559
Total Company
Revenues	$	7,150,565		$	2,852,370
Operating loss before depreciation expense		741,714	(1)		389,083	(2)
Depreciation expense		37,315			15,550
Interest income (expense), net		(83,631	)		28,533
Net loss	$	(862,660	)	$	(376,100	)
Total Corporate assets	$	9,467,698		$	5,994,789

(1)     Includes $55,269 in amortization expense in cost of sales associated with the purchase of ORC and $100,000 in amortization expense in cost of sales associated with the purchase of iSYS, which are not allocated among the segments and includes $562,690 in unallocated corporate costs in general and administrative expense of which $371,702 is comprised of stock options expense.

(2)     Includes $55,270 in amortization expense in cost of sales associated with the purchase of ORC, which is not allocated among the segments and includes $257,054 in unallocated corporate costs in general and administrative expense.

Liquidity and Capital Resources

The Company has, since inception, financed its operations and capital expenditures through the sale of preferred and common stock, seller notes, convertible notes, convertible exchangeable debentures, senior secured loans and the proceeds from the exercise of the warrants related to a convertible exchangeable debenture. During 2007 and through the period ended March 31, 2008, operations were materially financed with working capital and borrowings against the Company’s credit facilities with Cardinal Bank. During the first quarter of 2008 the Company modified its senior lending facility with Cardinal Bank for up to $5,000,000 through April 1, 2009 at a rate of prime plus 25 basis points. Further, on November 5, 2007, the Company entered into a series of agreements with Protexx, Inc., a company which WidePoint plans to acquire, that allows for Protexx, Inc. with approval by WidePoint to borrow up to $250,000 from WidePoint on an installment basis between November 5, 2007 and March 31, 2008. The short-term borrowing facility is fully collateralized against all of the assets of Protexx, Inc. As of March 31, 2008, Protexx, Inc. had drawn down $215,000 against the credit facility.

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Net cash provided by operating activities for the quarter ended March 31, 2008, was approximately $2,254,000, as compared to cash provided by operating activities of $2,741 for the quarter ended March 31, 2007. The increase in cash generated from operating activities for the quarter ended March 31, 2008, was primarily a result of increases in accounts receivable and other assets, partially offset by decreases in accounts payable. Variability in Days Sales Outstanding and increases in revenue growth as a result of our acquisition of iSYS in January 2008 were contributing factors to these changes. Net cash used in investing activities for the quarter ended March 31, 2008, was approximately $4,929,000, as compared to $22,000 used in investing activities in the quarter ended March 31, 2007. The increase in net cash used in investing activities primarily reflects the net assets and liabilities assumed in connection with the Company’s acquisition of iSYS, LLC in January 2008. Net cash provided by financing activities amounted to approximately $3,163,000 in the quarter ended March 31, 2008, as compared to approximately $14,000 of net cash used in financing activities in the quarter ended March 31, 2007. The increase in net cash provided by financing activities primarily relates to bank financing obtained to finance a portion of the purchase price to acquire iSYS, LLC in January 2008.

As of March 31, 2008, the Company had a net working capital of approximately $1,474,000. The Company’s primary source of liquidity consists of approximately $2.3 million in cash and cash equivalents and approximately $7.5 million of accounts receivable. The Company’s primary use of liquidity consists of approximately $1.8 million in borrowings against the Company’s $5.0 million credit facility with Cardinal Bank and approximately $6.8 million in accounts payable and accrued expenses.

The Company’s business environment is characterized by rapid technological change, periods of high growth and contraction and is influenced by material events such as mergers and acquisitions that can substantially change the Company’s outlook.

The Company has embarked upon several new initiatives to expand revenue growth which has included acquisitions and organic growth. The Company requires substantial working capital to fund the future growth of its business, particularly to finance accounts receivable, sales and marketing efforts, and capital expenditures.

Currently there are no material commitments for capital expenditures and software development costs. Future capital requirements will depend on many factors, including the rate of revenue growth, if any, the timing and extent of spending for new product and service development, technological changes and market acceptance of the Company’s services.

Management believes that its current cash position is sufficient to meet capital expenditure and working capital requirements for the near term. However, the growth and technological change of the market make it difficult to predict future liquidity requirements with certainty. Over the longer term, the Company must successfully execute its plans to increase revenue and income streams that will generate significant positive cash flows if it is to sustain adequate liquidity without impairing growth or requiring the infusion of additional funds from external sources. Additionally, a major expansion, such as occurred with the acquisition of iSYS or any other potential new subsidiaries, might require external financing that could include additional debt or equity capital. The Company recently added to its working capital by selling shares of its common stock in private transactions. The approximate $4.1 million in proceeds during the 2^nd quarter of 2008 has bolstered the Company’s ability to finance working capital requirements. There can be no assurance that additional financing, if required, will be available on acceptable terms, if at all, for future acquisitions and/or growth initiatives.

Off-Balance Sheet Arrangements

The Company has no existing off-balance sheet arrangements as defined under SEC regulations.

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the existence of the material weaknesses in our internal control over financial reporting discussed below our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this report.

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We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

In our Management’s Report on Internal Control Over Financial Reporting included in the Company’s Form 10-K for the year ended December 31, 2007, management concluded that our internal control over financial reporting was not effective due to the existence of the material weaknesses as of December 31, 2007, discussed below. A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

• Inadequate segregation of duties within a significant account or process. We did not have appropriate segregation of duties within our internal controls that would ensure the consistent application of procedures in our financial reporting process by existing personnel. This control deficiency could result in a misstatement to substantially all of our financial statement accounts and disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, management has concluded that this control deficiency constitutes a material weakness.

• Inadequate documentation of the components of internal control. We did not maintain documented policies and evidence of compliance with our internal controls that would ensure the consistent application of procedures in our financial reporting process by existing personnel. This control deficiency could result in a misstatement to substantially all of our financial statement accounts and disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, management has concluded that this control deficiency constitutes a material weakness.

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The material weaknesses described above comprise control deficiencies that we discovered in the fourth quarter of fiscal year 2007 and in the financial close process for fiscal year 2007.

Beginning during the fourth quarter of fiscal 2007 and in the first quarter of fiscal year 2008, we formulated a remediation plan and initiated remedial action to address those material weaknesses. The elements of the remediation plan are as follows:

• Inadequate segregation of duties within a significant account or process. We commenced a thorough review of our accounting staff’s duties and where necessary we have been segregating such duties with other personnel.

• Inadequate documentation of the components of internal control. We commenced a thorough review of our documentation and where necessary we have put into place policies and procedures to document such evidence to comply with our internal control requirements. We have also retained a financial consultant to assist us in further reviewing and improving our internal control processes.

We believe that these measures, if effectively implemented and maintained, will remediate the material weaknesses discussed above.

The above remedial measures initiated during the fourth quarter of fiscal year 2007 and pursued in the quarter ended March 31, 2008, have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On May 16, 2008, the Company entered into two Common Stock Purchase Agreements (collectively, the “Endurance Purchase Agreements”) with Endurance Partners, L.P. and Endurance Partners (Q.P), L.P., and related agreements, as part of a private equity financing to raise additional funds for working capital. Under the Endurance Purchase Agreements, Endurance Partners, L.P. agreed to purchase 428,954 shares of WidePoint common stock for a total purchase price of $437,533.08, or $1.02 per share, and Endurance Partners (Q.P.), L.P. agreed to purchase 1,071,046 shares of WidePoint common stock for a total purchase price of $1,092,466.92, or $1.02 per share. Pursuant to the Endurance Purchase Agreements, on May 19, 2008, the Company issued 428,954 shares of its common stock to Endurance Partners, L.P. and 1,071,046 shares of its common stock to Endurance Partners (Q.P.), L.P. The offer and sale of the shares were not registered under the Securities Act of 1933, as amended, in reliance on the “private offering” exemption provided under Section 4(2) thereof.

ITEM 6. EXHIBITS.

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.)

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10.1 $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.)

10.2 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.)

10.3 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.)

10.4 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.)

10.5 $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.)

10.6 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.)

10.7 $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.)

10.8 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.)

10.9 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 Company’s Current Report on Form 8-K filed May 5, 2008).

10.10 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 Company’s Current Report on Form 8-K filed May 5, 2008).

10.11 Common Stock Purchase Agreement, dated May 16, 2008, between the Company and Endurance Partners, L.P. (Filed herewith).

10.12 Escrow Agreement, dated May 16, 2008, between the Company, Endurance Partners, L.P. and Foley & Lardner LLP as Escrow Agent (Filed herewith).

10.13 Common Stock Purchase Agreement, dated May 16, 2008, between the Company and Endurance Partners (Q.P.), L.P. (Filed herewith).

10.14 Escrow Agreement, dated May 16, 2008, between the Company, Endurance Partners (Q.P.), L.P. and Foley & Lardner LLP as Escrow Agent (Filed herewith).

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

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

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

*  Management Contract or Compensatory Plan.

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SIGNATURES

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

	WIDEPOINT CORPORATION
Date: May 20, 2008	/s/ STEVE L. KOMAR
	Steve L. Komar
	President and
	Chief Executive Officer
	/s/ JAMES T. MCCUBBIN
	James T. McCubbin
	Vice President -
	Principal Financial
	and Accounting Officer

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EX-10.11

EXECUTION COPY

COMMON STOCK PURCHASE AGREEMENT
 
BETWEEN
 

WIDEPOINT CORPORATION

AND
 

ENDURANCE PARTNERS, L.P.

DATED

MAY 16, 2008

EXECUTION COPY

COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 16th day of May, 2008, by and among WIDEPOINT CORPORATION, a corporation organized and existing under the laws of the State of Delaware (“WIDEPOINT” or the “Company”), and Endurance Partners, L.P., a limited partnership organized under the laws of the State of Texas (hereinafter referred to collectively as “Investor”).

PRELIMINARY STATEMENT:

WHEREAS, the Investor wishes to purchase from the Company, upon the terms and subject to the conditions of this Agreement, 428,954 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), for a total purchase price of $437,533.08 United States Dollars (the “Purchase Price”); and

WHEREAS, the parties desire to enter into this Agreement to memorialize the purchase and sale of such Common Stock.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

     ARTICLE I

INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS

1.1     Incorporation by Reference. The foregoing recitals and the exhibit(s) and schedule(s) attached hereto and referred to herein, are hereby acknowledged to be true and accurate, and are incorporated herein by this reference.

1.2     Superseder. This Agreement, to the extent that it is inconsistent with any other instrument or understanding among the parties governing the affairs of the Company, shall supersede such instrument or understanding to the fullest extent permitted by law. A copy of this Agreement shall be filed at the Company’s principal office.

1.3     Certain Definitions. For purposes of this Agreement, the following capitalized terms shall have the following meanings (all capitalized terms used in this Agreement that are not defined in this Article 1 shall have the meanings set forth elsewhere in this Agreement):

1.3.1     “1933 Act” means the Securities Act of 1933, as amended.

1.3.2     “1934 Act” means the Securities Exchange Act of 1934, as amended.

EXECUTION COPY

 1.3.3     “Affiliate” means a Person or Persons directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the Person(s) in question. The term “control,” as used in the immediately preceding sentence, means, with respect to a Person that is a corporation, the right to the exercise, directly or indirectly, of more than 50 percent of the voting rights attributable to the shares of such controlled corporation and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such controlled Person. 

1.3.4     “Articles” means the Certificate of Incorporation of the Company, as the same may be amended from time to time.

1.3.5     “Closing Date” means the payment of the Purchase Price by the Investor to the Company pursuant to this Agreement to purchase the Common Stock, which shall occur the next business day after the date hereof.

1.3.6     “Common Stock” means shares of common stock of the Company, par value $0.001 per share.

1.3.9     "Material Adverse Effect" means any adverse effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its material obligations under this Agreement or to perform its obligations under any other material agreement.

1.3.10     “Person” means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity.

1.3.11     “Purchase Price” means the amount of $437,533.08 paid by the Investor to the Company for the Shares.

1.3.12     “SEC” means the Securities and Exchange Commission.

1.3.13     “SEC Documents”  means the Company's latest Form 10-K as of the time in question, all Forms 10-Q and 8-K filed thereafter, and the Proxy Statement for its latest fiscal year as of the time in question.

1.3.14     “Shares”  means, collectively, the shares of Common Stock of the Company subscribed for hereunder.

ARTICLE II

SALE AND PURCHASE OF WIDEPOINT COMMON STOCK

EXECUTION COPY

2.1     Sale of Common Stock. Upon the terms and subject to the conditions set forth herein, and in accordance with applicable law, the Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, on the Closing Date the Shares for the Purchase Price. The Purchase Price shall be paid by the Investor to the Company on the Closing Date by a wire transfer of the Purchase Price in United States Dollars to the Company’s Escrow Agent, which Purchase Price funds shall be held by the Company’s Escrow Agent pursuant to the terms of the Escrow Agreement attached hereto and incorporated herein as Exhibit A. The Company shall cause the Shares to be issued to the Investor by the Company’s transfer agent as provided in Section 6.5 of this Agreement after the receipt by the Company’s Escrow Agent of the Purchase Price pursuant to the terms of this Agreement and the Escrow Agreement. Upon the delivery to the Investor of stock certificates evidencing the Shares, the Escrow Agent shall release the Purchase Price to the Company as provided in the Escrow Agreement. The Shares shall be privately issued by the Company without registration rights pursuant to exemptions under the 1933 Act.

     ARTICLE III

     CLOSING DATE AND DELIVERIES AT CLOSING

3.1     Closing Date. The closing of the transactions contemplated by this Agreement (the “Closing”), unless expressly determined herein, shall be held at the offices of the Company on the Closing Date or on such other date and at such other place as may be mutually agreed by the parties, including closing by facsimile with originals to follow.
 
3.2     Deliveries by the Company.In addition to and without limiting any other provision of this Agreement, the Company agrees to deliver, or cause to be delivered the following:

(a)      At or prior to Closing, an executed Agreement;

(b)      At or prior to Closing, confirmation that the provisions of Paragraph 6.2 herein have been satisfied or commenced, as appropriate;

(c)      At or prior to Closing, an executed Escrow Agreement;

(d)      A copy of the legal opinion issued by the Company’s legal counsel to the Company’s transfer agent of the Common Stock pursuant to which the Company’s transfer agent has been directed to issue a stock certificate to the Investor for the Shares; and

(e)      Such other documents or certificates as shall be reasonably requested by the Investor or its counsel.

3.3     Deliveries by Investor. In addition to and without limiting any other provision of this Agreement, the Investor agrees to deliver, or cause to be delivered the following:

EXECUTION COPY

(a)      At or prior to Closing, the aggregate amount of $437,533.08 United States Dollars by wire transfer of immediately available funds to a bank account nominated by the Company;

(b)      At or prior to Closing, an executed Agreement;

(c)      At or prior to Closing, an executed Escrow Agreement; and

(d)      Such other documents or certificates as shall be reasonably requested by the Company or its counsel.

In the event any document provided to the other party in Paragraphs 3.2 and 3.3 herein are provided by facsimile, the party shall forward an original document to the other party within two (2) business days.

3.4     Further Assurances. The Company and the Investor shall, upon reasonable request, on or after the Closing Date, cooperate with each other (specifically, the Company shall cooperate with the Investor, and the Investor shall cooperate with the Company) by furnishing any additional information, executing and delivering any additional documents and/or other instruments and doing any and all such things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

3.5     Waiver. The Investor at its discretion may waive any of the requirements of Section 3.2 of this Agreement, and the Company at its discretion may waive any of the provisions of Section 3.3 of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF WIDEPOINT

WIDEPOINT represents and warrants to the Investor (which warranties and representations shall survive the Closing regardless of what examinations, inspections, audits and other investigations the Investor has heretofore made or may hereinafter make with respect to such warranties and representations) as follows:

4.1     Organization and Qualification. WIDEPOINT is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified to do business in any other jurisdiction by virtue of the nature of the businesses conducted by it or the ownership or leasing of its properties, except where the failure to be so qualified will not, when taken together with all other such failures, have a Material Adverse Effect on the business, operations, properties, assets, financial condition or results of operation of WIDEPOINT and its subsidiaries taken as a whole.

EXECUTION COPY

4.2     Articles of Incorporation and By-Laws. The complete and correct copies of WIDEPOINT’s Articles and By-Laws, as amended or restated to date which have been filed with the SEC, are complete and correct copies of such documents as in effect on the date hereof and as of the Closing Date.
 

4.3     Capitalization.
 

4.3.1 The authorized and outstanding capital stock of WIDEPOINT is set forth in WIDEPOINT’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed on April 14, 2008 with the SEC. All shares of capital stock have been duly authorized and are validly issued, and are fully paid and non-assessable, and free of preemptive rights.

4.3.2 Except as set forth in Schedule 4.3 hereto, and as set forth in WIDEPOINT’s SEC Documents filed with the SEC, as of the date hereof and as of the Closing Date, there are not now outstanding options, warrants, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any class of capital stock of WIDEPOINT, or agreements, understandings or arrangements to which WIDEPOINT is a party, or by which WIDEPOINT is or may be bound, to issue additional shares of its capital stock or options, warrants, scrip or rights to subscribe for, calls or commitment of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of any class of its capital stock. The Company agrees to inform the Investor in writing of any options, warrants, or convertible securities granted after the date of this Agreement and prior to the Closing Date. As of the date hereof the Company is not a party to any agreement restricting the voting rights or transfer of any shares of Common Stock of the Company, except for agreements entered into between the Company and acquired entities in which owners of the acquired entities have agreed by contract to certain restrictions on the transfer of shares held by such recipients.

4.3.3 On the Closing Date (i) the Company will have full right, power, and authority to sell, assign, transfer, and deliver, by reason of record and beneficial ownership the Shares to the Investor; (ii) the Shares being sold by the Company to the Investor hereunder will have been duly authorized, validly issued, fully paid, non-assessable, free and clear of all liens, charges, claims, options, pledges, restrictions, and encumbrances whatsoever and free of preemptive rights; and (iii) the Investor will acquire good and marketable title to such Shares, free and clear of all liens, charges, claims, options, pledges, restrictions, and encumbrances whatsoever, except as otherwise provided in this Agreement as to the limitation on transferability of the Shares.

4.4     Authority. WIDEPOINT has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by WIDEPOINT and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of WIDEPOINT are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except as disclosed in this Agreement. This Agreement has been duly executed and delivered by WIDEPOINT and constitutes the legal, valid and binding obligation of WIDEPOINT, enforceable against WIDEPOINT in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.

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4.5     No Conflict; Required Filings and Consents. The execution and delivery of this Agreement by WIDEPOINT does not, and the performance by WIDEPOINT of its respective obligations hereunder will not: (i) conflict with or violate the Articles or By-Laws of WIDEPOINT; (ii) conflict with, breach or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable to WIDEPOINT; (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of WIDEPOINT pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which WIDEPOINT is a party or by WIDEPOINT or any of its properties or assets is bound; or (iv) require any consent of any third party that has not been obtained pursuant to any material contract to which the Company is subject. Excluded from the foregoing are such violations, conflicts, breaches, defaults, terminations, accelerations, creations of liens, or incumbency that would not, in the aggregate, have a Material Adverse Effect on WIDEPOINT.
 

4.6     Report and Financial Statements. WIDEPOINT’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed on April 14, 2008 with the SEC contains the audited financial statements of WIDEPOINT as of December 31, 2007 (the “Financial Statements”). WIDEPOINT’s Annual Report on Form 10-K does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each of the balance sheets contained in or incorporated by reference into any such Financial Statements (including the related notes and schedules thereto) fairly presented the financial position of WIDEPOINT as of its date, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Financial Statements (including any related notes and schedules thereto) fairly presents changes in stockholders’ equity and changes in cash flows, as the case may be, of WIDEPOINT for the periods to which they relate, in each case in accordance with United States generally accepted accounting principles (“U.S. GAAP”) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of WIDEPOINT have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements.

4.7     No Undisclosed Liabilities. Neither the Company nor any of its subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, continued or otherwise) that would be required to be disclosed on the balance sheet of the Company or any subsidiary (including the notes thereto) in conformity with U.S. GAAP and are not disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its subsidiaries respective businesses since December 31, 2007.

4.7     Compliance with Applicable Laws. WIDEPOINT is not in violation of, or, to the knowledge of WIDEPOINT is under investigation with respect to or has been given notice or has been charged with the violation of any Law of a governmental agency, except for violations which individually or in the aggregate do not have a Material Adverse Effect.
 
4.8     Brokers.No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or Commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of WIDEPOINT.

4.9     SEC Documents. WIDEPOINT acknowledges that WIDEPOINT is a publicly held company and has made available to the Investor after demand true and complete copies of any requested SEC Documents. The Company has registered its Common Stock pursuant to Section 12 of the 1934 Act, and the Common Stock is quoted and traded on the American Stock Exchange (“AMEX”) and the Company is in compliance with all requirements for the continued quotation and trading of its Common Stock on AMEX. The Company is not subject to any no notice, either oral or written, with respect to the continued quotation or trading of the Common Stock on the AMEX. The Company has not provided to the Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.10     Litigation. To the knowledge of WIDEPOINT, no litigation, claim, or other proceeding before any court or governmental agency is pending or threatened against WIDEPOINT that materially effects this Agreement.
 
4.11     Exemption from Registration. Subject to the accuracy of the Investor’s representations in Article V, the sale of the Shares by the Company to the Investor will not require registration under the 1933 Act.When the Shares are issued by the Company to the Investor, the Shares will be duly authorized, validly issued, fully paid and non-assessable. The Company is issuing the Shares in accordance with and in reliance upon the exemption from securities registration afforded, inter alia, by (i) Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(2) of the 1933 Act; and (ii) Rule 903(b)(3) under Regulation S promulgated by the SEC under the 1933 Act.

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4.12     No General Solicitation or Advertising in Regard to this Transaction. Neither the Company nor any of its Affiliates nor, to the knowledge of the Company, any Person acting on its or their behalf (i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D as promulgated by the SEC under the 1933 Act) or general advertising with respect to the sale of the Shares, or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Shares under the 1933 Act.

4.13     No Material Adverse Change. Since the filing on April 14, 2008 with the SEC of the Company’s Form 10-K for the year ended December 31, 2007, no Material Adverse Effect has occurred or exists with respect to the Company that has not been disclosed in the SEC Documents. No material supplier has given notice, oral or written, that it intends to cease or reduce the volume of its business with the Company from historical levels. Since the filing on April 14, 2008 with the SEC of the Company’s Form 10-K for the year ended December 31, 2007, no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, prospects, operations or financial condition, that, under any applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed in writing to the Investor.

4.14     Internal Controls And Procedures. The Company maintains books and records and internal accounting controls which provide reasonable assurance that (i) all transactions to which the Company or any subsidiary is a party or by which its properties are bound are executed with management's authorization; (ii) the recorded accounting of the Company's consolidated assets is compared with existing assets at regular intervals; (iii) access to the Company's consolidated assets is permitted only in accordance with management's authorization; and (iv) all transactions to which the Company or any subsidiary is a party or by which its properties are bound are recorded as necessary to permit preparation of the financial statements of the Company in accordance with U.S. GAAP.

4.15     Full Disclosure. No representation or warranty made by WIDEPOINT in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE V

     REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor represents and warrants to the Company that:

5.1     Organization and Standing of the Investor. The Investor is a partnership that is duly formed and validly existing under the laws of the State of Texas. The Investor was not formed for the purpose of investing solely in the shares of Common Stock which are the subject of this Agreement.

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5.2     Authorization and Power. The Investor has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares being sold to it hereunder. The execution, delivery and performance of this Agreement by the Investor and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate action where appropriate. This Agreement has been duly executed and delivered by the Investor and at the Closing shall constitute valid and binding obligations of the Investor enforceable against the Investor in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.
 
5.3     No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Investor of the transactions contemplated hereby or relating hereto do not and will not (i) result in a violation of such Investor's charter documents or bylaws where appropriate or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument to which the Investor is a party, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Investor or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a Material Adverse Effect on such Investor). The Investor is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of such Investor’s obligations under this Agreement or to purchase the Shares from the Company in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.
 
5.4     Financial Risks. The Investor acknowledges that such Investor is able to bear the financial risks associated with an investment in the Shares being purchased by the Investor from the Company and that it has been given full access to such records of the Company and the subsidiaries and to the officers of the Company and the subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation. The Investor is capable of evaluating the risks and merits of an investment in the Shares being purchased by the Investor from the Company by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and the Investor is capable of bearing the entire loss of its investment in the securities being purchased by the Investor from the Company.
 

5.5     Accredited Investor. The Investor is (i) an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act by reason of Rule 501(a)(3) and (a)(6), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Shares being purchased by the Investor from the Company.

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5.6     Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or Commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Investor.
 
5.7     Knowledge of Company. The Investor and such Investor’s advisors, if any, have been, upon request, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares being purchased by the Investor from the Company . The Investor and such Investor’s advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries.

5.8     Risk Factors. The Investor understands that such Investor’s investment in the Shares being purchased by the Investor from the Company involves a high degree of risk. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares being purchased by the Investor from the Company. The Investor warrants that such Investor is able to bear the complete loss of such Investor’s investment in the Shares being purchased by the Investor from the Company.

5.9     Full Disclosure. No representation or warranty made by the Investor in this Agreement and no certificate or document furnished or to be furnished to WIDEPOINT pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. Except as set forth or referred to in this Agreement, Investor does not have any agreement or understanding with any person relating to acquiring, holding, voting or disposing of any equity securities of the Company.

ARTICLE VI
 
COVENANTS OF THE COMPANY

6.1.     Compliance with Laws. The Company hereby agrees to: (i) comply in all respects with the Company's reporting, filing and other obligations under the Laws; and (ii) comply with all Laws in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

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6.2.     AMEX Additional Listing Application. After the date of execution of this Agreement and prior to the Closing, the Company hereby agrees to file an additional listing application with the AMEX and all required documents relating thereto with respect to the shares of Common Stock to be issued by the Company to the Investor under this Agreement.
 
6.3.     Exchange Act Registration. The Company will cause its Common Stock to continue to be registered under Section 12(b) or (g) of the 1934 Act, will use its best efforts to comply in all respects with its reporting and filing obligations under the 1934 Act, and will not take any action or file any document (whether or not permitted by the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the 1934 Act.
 
6.4.     Corporate Existence; Conflicting Agreements. The Company will take all steps necessary to preserve and continue the corporate existence of the Company. The Company shall not enter into any agreement, the terms of which agreement would restrict or impair the right or ability of the Company to perform any of its obligations under this Agreement.
 

6.5.     Instructions to Transfer Agent. Upon the Company’s Escrow Agent receiving the Purchase Price at the Closing, the Company shall cause its legal counsel to issue legal instructions to the Company’s transfer agent of the Common Stock for such transfer agent to issue a certificate in the name of the Investor for the Shares. The Company agrees to cause its transfer agent to issue such stock certificate evidencing the Shares within three (3) business days from the date of the Closing, after which the Company shall further cause its transfer agent to send such original stock certificate by overnight delivery service to the Investor at the address shown in Section 11.5 of this Agreement.

6.6     Use of Proceeds. The Company will use the proceeds from the sale of the Common Stock (excluding amounts paid by the Company for legal and administrative fees in connection with the sale of such securities) for working capital and acquisitions.
 

ARTICLE VII
 
COVENANTS OF THE INVESTOR

7.1     Compliance with Laws. The Investor's trading activities with respect to the Shares will be in compliance with all applicable state and federal securities laws, rules and regulations and rules and regulations of any public market on which the Company's Common Stock is listed. The Investor agrees that the Investor will not engage in any short-sales, hedging, or other similar activities with regard to the Company’s securities so long as the Investor owns or has a right to acquire any Shares of the Company’s Common Stock.
 
7.2     Transfer Restrictions. The Investor acknowledges that (1) the Shares have not been registered under the provisions of the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder, or (B) the Investor shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; and (2) any sale of the Shares made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder.

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7.3     Restrictive Legend. The Investor acknowledges and agrees that all certificates and other instruments representing any of the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such securities):

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, WITHOUT ANY VIEW TOWARDS RESALE, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD IN THE ABSENCE OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

ARTICLE VIII

     CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS

     The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date, of the following conditions:
 

8.1     No Termination. This Agreement shall not have been terminated pursuant to Article X hereof.

8.2     Representations True and Correct. The representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on as of the Closing Date.

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8.3     Compliance with Covenants. The Investor shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied by it prior to or at the Closing on the Closing Date.

8.4     No Adverse Proceedings. On the Closing Date, no action or proceeding shall be pending by any public authority or individual or entity before any court or administrative body to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the transactions contemplated hereby or to recover any damages or obtain other relief as a result of the transactions proposed hereby.
 
 

ARTICLE IX

     CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS
 

The obligation of the Investor to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date unless specified otherwise, of the following conditions:

9.1     No Termination. This Agreement shall not have been terminated pursuant to Article X hereof.

9.2     Representations True and Correct. The representations and warranties of WIDEPOINT contained in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on as of the Closing Date.
 
9.3     Compliance with Covenants. WIDEPOINT shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied by it prior to or at the Closing on the Closing Date.

9.4     No Adverse Proceedings.     On the Closing Date, no action or proceeding shall be pending by any public authority or individual or entity before any court or administrative body to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the transactions contemplated hereby or to recover any damages or obtain other relief as a result of the transactions proposed hereby.

ARTICLE X

     TERMINATION, AMENDMENT AND WAIVER

10.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:

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10.1.1     by mutual written consent of the Investor and the Company; 

10.1.2     by the Company upon a material breach of any representation, warranty, covenant or agreement on the part of the Investor set forth in this Agreement, or the Investor upon a material breach of any representation, warranty, covenant or agreement on the part of WIDEPOINT set forth in this Agreement, or if any representation or warranty of WIDEPOINT or the Investor, respectively, shall have become untrue, in either case such that any of the conditions set forth in Article VIII or Article IX hereof would not be satisfied (a "Terminating Breach"), and such breach shall, if capable of cure, not have been cured within five (5) business days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach.

10.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Paragraph 10.1.1 hereof, there shall be no liability on the part of WIDEPOINT or the Investor or any of their respective officers, directors, agents or other representatives and all rights and obligations of any party hereto shall cease.

10.3     Amendment; No Assignment. This Agreement may be amended by the parties hereto any time prior to the Closing Date by an instrument in writing signed by the parties hereto. This Agreement and the respective rights and obligations of the parties hereto may not be assigned without the prior written consent of all the parties hereto, such consent not to be unreasonably withheld.
 
10.4     Waiver. At any time prior to the Closing Date, WIDEPOINT or the Investor, as appropriate, may: (a) extend the time for the performance of any of the obligations or other acts of other party; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto which have been made to it or them; or (c) waive compliance with any of the agreements or conditions contained herein for its or their benefit. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby.

     ARTICLE XI

     GENERAL PROVISIONS

11.1 Transaction Costs. Each of the parties shall pay all of its costs and expenses (including attorney fees and other legal costs and expenses and accountants’ fees and other accounting costs and expenses) incurred by that party in connection with this Agreement.

11.2     Indemnification. The Investor agrees to indemnify, defend and hold the Company (following the Closing Date) and its officers and directors harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities or damages, including interest, penalties and reasonable attorney’s fees, that it shall incur or suffer, which arise out of or result from any breach of this Agreement by such Investor or failure by such Investor to perform with respect to any of its representations, warranties or covenants contained in this Agreement or in any exhibit or other instrument furnished or to be furnished under this Agreement. The Company agrees to indemnify, defend and hold the Investor harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities or damages, including interest, penalties and reasonable attorney’s fees, that it shall incur or suffer, which arise out of, result from or relate to any breach of this Agreement or failure by the Company to perform with respect to any of its representations, warranties or covenants contained in this Agreement or in any exhibit or other instrument furnished or to be furnished under this Agreement. In no event shall the Company or the Investors be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement nor shall any party have any liability hereunder in the event of gross negligence or willful misconduct of the indemnified party. In the event of a breach of this Agreement by the Company, the Investor shall be entitled to pursue a remedy of specific performance upon tender into the Court an amount equal to the Purchase Price hereunder. The indemnification by the Investors shall be limited to the amount it has invested in the Common Stock on the Closing Date.

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11.3     Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
 
11.4     Entire Agreement. This Agreement (together with the Schedules and any exhibits or other documents referred to herein) constitute the entire agreement of the parties and supersede all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.
 

11.5     Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid, in each of the preceding cases as follows:
 

If to WIDEPOINT:
WidePoint Corporation
One Lincoln Centre, Suite 1100
Oakbrook Terrace, Illinois 60181
Facsimile No.: 630-629-7559
Attention: James T McCubbin

With a copy to:
Foley & Lardner LLP
3000 K Street, N.W., Suite 400
Washington, D.C. 20007
Facsimile No.: 202-672-5399
Attn: Thomas L. James, Esq.

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If to the Investor:
Endurance Partners, L.P.
c/o Timothy G. Ewing
Ewing & Partners
4514 Cole Street, STE 808
Dallas, Texas 75205
Facsimile No.: (214) 522-2176

With a copy to:
Jack R. Bird, Esq.
Jack R. Bird, P.C.
4514 Travis Street, Suite 300
Dallas, Texas 75205
Facsimile No.: (214) 599-0602

11.6     Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
 
11.7     Binding Effect. All the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees.
 
11.8     Preparation of Agreement. This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge each contributed and is equally responsible for its preparation.
 

11.9     Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to applicable principles of conflicts of law.
 

11.10 Jurisdiction. This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Delaware. If any action is brought among the parties with respect to this Agreement or otherwise, by way of a claim or counterclaim, the parties agree that in any such action, and on all issues, the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be the federal courts serving the State of Delaware. In the event suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court.

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11.11     Further Assurances, Cooperation. Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete the transactions herein pursuant to and in the manner contemplated by this Agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement.

11.12     Survival.  The representations, warranties, covenants and agreements made herein shall survive the Closing of the transaction contemplated hereby.

11.13     No Third Parties     Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto and their respective administrators, executors, legal representatives, heirs, successors and assignees. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement.

11.14     Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall nay single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

11.15     Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.

[SIGNATURES ON FOLLOWING PAGE]

EXECUTION COPY

IN WITNESS WHEREOF, the Investor and the Company duly have executed this Agreement as of the date first written above.

WIDEPOINT:

WIDEPOINT CORPORATION
 
 
By: __________________________________
Name:
Title:
 
 

ENDURANCE PARTNERS, L.P.
 
 
By: __________________________________
Name:
Title:
 

EX-10.12

EXECUTION COPY

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (“Agreement”) is made as of May 16, 2008 by and between WidePoint Corporation (the “Company”); Endurance Partners, L.P. (“Investor”); and Foley & Lardner LLP (the "Escrow Agent").

WHEREAS, Investor is purchasing from the Company 428,954 shares of the common stock of the Company (the “Shares”) for a purchase price of $437,533.08 U.S. Dollars (the “Funds”) in a private sale transaction pursuant to the terms of a Common Stock Purchase Agreement, dated an even date herewith (the “Purchase Agreement”); and

WHEREAS, the Company and Investor desire to enter into this Agreement to provide that (i) the Company and Investor shall provide the executed Transaction Documents (as defined below) to the Escrow Agent as of the date of this Agreement, (ii) Investor shall provide the Funds to the Escrow Agent the next business day after the date of this Agreement, (iii) the Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the Company has caused its transfer agent to issue and deliver to the Investor the stock certificate evidencing the Shares, (iv) the Escrow Agent shall release the Funds to the Company upon the satisfaction of the items listed in the foregoing clause (iii), and (v) the Escrow Agent shall release to the Company and Investor the fully executed Transaction Documents at the time the Escrow Agent provides the Funds to the Company.

     NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1
TERMS OF THE ESCROW

1.1     The parties hereby agree to have the law firm of Foley & Lardner LLP act as Escrow Agent whereby the Escrow Agent shall receive the Funds in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement, and the documents related thereto, with this Agreement being an exhibit to such Purchase Agreement (collectively, the “Transaction Documents”).

1.2     Upon the execution of this Agreement, the Company and Investor shall deliver the executed Transaction Documents to the Escrow Agent as of the date of this Agreement and Investor shall wire the Funds to the Escrow Agent according to wire instructions to be provided by the Escrow Agent to Investor. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the Company has caused its transfer agent to issue and deliver to the Investor the stock certificate evidencing the Shares pursuant to the terms of the Purchase Agreement. Upon the delivery to the Investor by the Company’s transfer agent of the stock certificate evidencing the Shares, then the Escrow Agent shall promptly release the Funds to the Company, and the Escrow Agent shall also deliver the Transaction Documents to each of the Company and Investor. In the event the Company does not cause its transfer agent to issue and deliver to the Investor the stock certificate evidencing the Shares pursuant to the terms of the Purchase Agreement, then the Escrow Agent shall return the Funds to Investor by wire transfer according to instructions received in writing by the Escrow Agent from Investor, and the Escrow Agent shall destroy the Transaction Documents.

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1.3     Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder.

1.4     This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event the Company or Investor attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying the Company and Investor in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from the Company and Investor (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from the Company and Investor of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish the Company and Investor with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from the Company and Investor after notice of resignation has been given, except only for the Transfer Instructions.

     1.5     The Escrow Agent shall be reimbursed by the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to the Company or Investor in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Investor and to deliver the Funds under the terms hereof. The Company and Investor each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of this transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement and/or the Purchase Agreement. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to the Company and the parties each and all waive any claim of any conflict of interest as a result thereof.
 

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1.6     The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent's attorneys-at-law shall be conclusive evidence of such good faith.

1.7     The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

1.8     The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

1.9     If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents.

1.10     It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent's possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the District of Columbia in accordance with the applicable procedure therefor.

ARTICLE 2
MISCELLANEOUS
 

2.1      No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed any extension of the time for performance of any other obligation or act.

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2.2    This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto.

2.3      This Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.

2.4      Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents.

2.5     (a)     This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable principles of conflicts of law.
 

          (b)      ANY ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY RIGHT ARISING OUT OF, THIS AGREEMENT SHALL BE BROUGHT AGAINST ANY OF THE PARTIES HERETO IN THE APPROPRIATE FEDERAL COURT LOCATED IN THE DISTRICT OF COLUMBIA, WITH EACH PARTY HERETO AGREEING TO SUBJECT MATTER JURISDICTION, PERSONAL JURISDICTION AND VENUE IN SUCH COURT. EACH OF THE PARTIES HERETO CONSENTS TO THIS JURISDICTION PROVISION IN ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY OBJECTION TO VENUE LAID THEREIN. PROCESS IN ANY ACTION OR PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY HERETO ANYWHERE IN THE WORLD.
 

2.6     All notices and other communications hereunder shall be in writing (and shall be deemed given upon receipt) if delivered personally, telecopied (which is confirmed), mailed by registered or certified mail (return receipt requested), or delivered by a national overnight delivery service (e.g., Federal Express) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to:                         If to Investor, to:
 

Widepoint Corporation                       Endurance Partners, L.P.
            One Lincoln Centre, Suite 1100          4514 Cole Street, STE 808
            Oakbrook Terrace, Illinois 60181       Dallas, Texas 75205
            Attn: James McCubbin                       Attn: Timothy G. Ewing                                        

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                                   If to the Escrow Agent:
 
                                              Foley & Lardner LLP
                                              3000 K Street, N.W., Suite 300
                                              Washington, D.C. 20007
                                              Attn: Thomas L. James, Esq.
 

2.7     By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of this Agreement; the Escrow Agent does not become a party to the Transaction Documents. Notwithstanding anything to the contrary as contained in this Agreement or any other agreement or understanding whatsoever, the parties each and all recognize and confirm their understanding that the Escrow Agent has served and will continue to serve as the legal counsel of the Company and the parties waive any and all claims of conflict of interest with respect to Escrow Agent serving under this Agreement, and Investor agrees that Investor shall not do any act which would adversely affect the ability of the Escrow Agent to continue to serve as the legal counsel of the Company.

2.8     Each party acknowledges and agrees that this Agreement shall not be deemed prepared or drafted by any one party. In the event of any dispute between the parties concerning this Agreement, the parties agree that any rule of construction, to the effect that any ambiguity in the language of the Agreement is to be resolved against the drafting party, shall not apply.

2.9     This Agreement may be executed in counterparts, each one of which will constitute an original and all of which taken together will constitute one document. This Agreement may be executed by delivery of a signed signature page by fax to the other parties hereto and such fax execution and delivery will be valid in all respects.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

COMPANY:
 

ATTEST:                                                                  WIDEPOINT CORPORATION
 
 
____________________________                        By:__________________________ [SEAL]
James T. McCubbin, Secretary                                      Steve Komar, Chief Executive Officer

INVESTOR:

                                                                                ENDURANCE PARTNERS, L.P.     

____________________________                        By:__________________________
Name:                                                                      Name:
Title:                                                                         Title:

ESCROW AGENT:

FOLEY & LARDNER, LLP
 

By:__________________________________
     Thomas L. James, Partner

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EX-10.13

EXECUTION COPY

COMMON STOCK PURCHASE AGREEMENT
 
BETWEEN
 

WIDEPOINT CORPORATION

AND
 

ENDURANCE PARTNERS (Q.P.), L.P.

DATED

MAY 16, 2008

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COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 16th day of May, 2008, by and among WIDEPOINT CORPORATION, a corporation organized and existing under the laws of the State of Delaware (“WIDEPOINT” or the “Company”), and Endurance Partners (Q.P.), L.P., a limited partnership organized under the laws of the State of Texas (hereinafter referred to collectively as “Investor”).

PRELIMINARY STATEMENT:

WHEREAS, the Investor wishes to purchase from the Company, upon the terms and subject to the conditions of this Agreement, 1,071,046 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), for a total purchase price of $1,092,466.92 United States Dollars (the “Purchase Price”); and

WHEREAS, the parties desire to enter into this Agreement to memorialize the purchase and sale of such Common Stock.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

     ARTICLE I

INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS

1.1     Incorporation by Reference. The foregoing recitals and the exhibit(s) and schedule(s) attached hereto and referred to herein, are hereby acknowledged to be true and accurate, and are incorporated herein by this reference.

1.2     Superseder. This Agreement, to the extent that it is inconsistent with any other instrument or understanding among the parties governing the affairs of the Company, shall supersede such instrument or understanding to the fullest extent permitted by law. A copy of this Agreement shall be filed at the Company’s principal office.

1.3     Certain Definitions. For purposes of this Agreement, the following capitalized terms shall have the following meanings (all capitalized terms used in this Agreement that are not defined in this Article 1 shall have the meanings set forth elsewhere in this Agreement):

1.3.1     “1933 Act” means the Securities Act of 1933, as amended.

1.3.2     “1934 Act” means the Securities Exchange Act of 1934, as amended.

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1.3.3      “Affiliate” means a Person or Persons directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the Person(s) in question. The term “control,” as used in the immediately preceding sentence, means, with respect to a Person that is a corporation, the right to the exercise, directly or indirectly, of more than 50 percent of the voting rights attributable to the shares of such controlled corporation and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such controlled Person.

1.3.4     “Articles” means the Certificate of Incorporation of the Company, as the same may be amended from time to time.

1.3.5     “Closing Date” means the payment of the Purchase Price by the Investor to the Company pursuant to this Agreement to purchase the Common Stock, which shall occur the next business day after the date hereof.

1.3.6     “Common Stock” means shares of common stock of the Company, par value $0.001 per share.

1.3.9     "Material Adverse Effect" means any adverse effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its material obligations under this Agreement or to perform its obligations under any other material agreement.

1.3.10     “Person” means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity.

1.3.11     “Purchase Price” means the amount of $1,092,466.92 paid by the Investor to the Company for the Shares.

1.3.12 “SEC” means the Securities and Exchange Commission.

1.3.13 "SEC Documents" means the Company's latest Form 10-K as of the time in question, all Forms 10-Q and 8-K filed thereafter, and the Proxy Statement for its latest fiscal year as of the time in question.

1.3.14 "Shares" means, collectively, the shares of Common Stock of the Company subscribed for hereunder.

ARTICLE II

SALE AND PURCHASE OF WIDEPOINT COMMON STOCK

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2.1      Sale of Common Stock. Upon the terms and subject to the conditions set forth herein, and in accordance with applicable law, the Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, on the Closing Date the Shares for the Purchase Price. The Purchase Price shall be paid by the Investor to the Company on the Closing Date by a wire transfer of the Purchase Price in United States Dollars to the Company’s Escrow Agent, which Purchase Price funds shall be held by the Company’s Escrow Agent pursuant to the terms of the Escrow Agreement attached hereto and incorporated herein as Exhibit A. The Company shall cause the Shares to be issued to the Investor by the Company’s transfer agent as provided in Section 6.5 of this Agreement after the receipt by the Company’s Escrow Agent of the Purchase Price pursuant to the terms of this Agreement and the Escrow Agreement. Upon the delivery to the Investor of stock certificates evidencing the Shares, the Escrow Agent shall release the Purchase Price to the Company as provided in the Escrow Agreement. The Shares shall be privately issued by the Company without registration rights pursuant to exemptions under the 1933 Act.

     ARTICLE III

     CLOSING DATE AND DELIVERIES AT CLOSING

3.1      Closing Date. The closing of the transactions contemplated by this Agreement (the “Closing”), unless expressly determined herein, shall be held at the offices of the Company on the Closing Date or on such other date and at such other place as may be mutually agreed by the parties, including closing by facsimile with originals to follow.
 
3.2     Deliveries by the Company.In addition to and without limiting any other provision of this Agreement, the Company agrees to deliver, or cause to be delivered the following:

(a)      At or prior to Closing, an executed Agreement;

(b)      At or prior to Closing, confirmation that the provisions of Paragraph 6.2 herein have been satisfied or commenced, as appropriate;

(c)      At or prior to Closing, an executed Escrow Agreement;

(d)      A copy of the legal opinion issued by the Company’s legal counsel to the Company’s transfer agent of the Common Stock pursuant to which the Company’s transfer agent has been directed to issue a stock certificate to the Investor for the Shares; and

(e)      Such other documents or certificates as shall be reasonably requested by the Investor or its counsel.

3.3     Deliveries by Investor. In addition to and without limiting any other provision of this Agreement, the Investor agrees to deliver, or cause to be delivered the following:

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(a)      At or prior to Closing, the aggregate amount of $1,092,466.92 United States Dollars by wire transfer of immediately available funds to a bank account nominated by the Company;

(b)      At or prior to Closing, an executed Agreement;

(c)      At or prior to Closing, an executed Escrow Agreement; and

(d)      Such other documents or certificates as shall be reasonably requested by the Company or its counsel.

In the event any document provided to the other party in Paragraphs 3.2 and 3.3 herein are provided by facsimile, the party shall forward an original document to the other party within two (2) business days.

3.4     Further Assurances. The Company and the Investor shall, upon reasonable request, on or after the Closing Date, cooperate with each other (specifically, the Company shall cooperate with the Investor, and the Investor shall cooperate with the Company) by furnishing any additional information, executing and delivering any additional documents and/or other instruments and doing any and all such things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

3.5     Waiver. The Investor at its discretion may waive any of the requirements of Section 3.2 of this Agreement, and the Company at its discretion may waive any of the provisions of Section 3.3 of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF WIDEPOINT

WIDEPOINT represents and warrants to the Investor (which warranties and representations shall survive the Closing regardless of what examinations, inspections, audits and other investigations the Investor has heretofore made or may hereinafter make with respect to such warranties and representations) as follows:

4.1     Organization and Qualification. WIDEPOINT is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified to do business in any other jurisdiction by virtue of the nature of the businesses conducted by it or the ownership or leasing of its properties, except where the failure to be so qualified will not, when taken together with all other such failures, have a Material Adverse Effect on the business, operations, properties, assets, financial condition or results of operation of WIDEPOINT and its subsidiaries taken as a whole.

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4.2     Articles of Incorporation and By-Laws. The complete and correct copies of WIDEPOINT’s Articles and By-Laws, as amended or restated to date which have been filed with the SEC, are complete and correct copies of such documents as in effect on the date hereof and as of the Closing Date.
 

4.3     Capitalization.
 

4.3.1 The authorized and outstanding capital stock of WIDEPOINT is set forth in WIDEPOINT’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed on April 14, 2008 with the SEC. All shares of capital stock have been duly authorized and are validly issued, and are fully paid and non-assessable, and free of preemptive rights.

4.3.2 Except as set forth in Schedule 4.3 hereto, and as set forth in WIDEPOINT’s SEC Documents filed with the SEC, as of the date hereof and as of the Closing Date, there are not now outstanding options, warrants, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any class of capital stock of WIDEPOINT, or agreements, understandings or arrangements to which WIDEPOINT is a party, or by which WIDEPOINT is or may be bound, to issue additional shares of its capital stock or options, warrants, scrip or rights to subscribe for, calls or commitment of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of any class of its capital stock. The Company agrees to inform the Investor in writing of any options, warrants, or convertible securities granted after the date of this Agreement and prior to the Closing Date. As of the date hereof the Company is not a party to any agreement restricting the voting rights or transfer of any shares of Common Stock of the Company, except for agreements entered into between the Company and acquired entities in which owners of the acquired entities have agreed by contract to certain restrictions on the transfer of shares held by such recipients.

4.3.3 On the Closing Date (i) the Company will have full right, power, and authority to sell, assign, transfer, and deliver, by reason of record and beneficial ownership the Shares to the Investor; (ii) the Shares being sold by the Company to the Investor hereunder will have been duly authorized, validly issued, fully paid, non-assessable, free and clear of all liens, charges, claims, options, pledges, restrictions, and encumbrances whatsoever and free of preemptive rights; and (iii) the Investor will acquire good and marketable title to such Shares, free and clear of all liens, charges, claims, options, pledges, restrictions, and encumbrances whatsoever, except as otherwise provided in this Agreement as to the limitation on transferability of the Shares.

4.4     Authority. WIDEPOINT has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by WIDEPOINT and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of WIDEPOINT are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except as disclosed in this Agreement. This Agreement has been duly executed and delivered by WIDEPOINT and constitutes the legal, valid and binding obligation of WIDEPOINT, enforceable against WIDEPOINT in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.
 

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4.5     No Conflict; Required Filings and Consents. The execution and delivery of this Agreement by WIDEPOINT does not, and the performance by WIDEPOINT of its respective obligations hereunder will not: (i) conflict with or violate the Articles or By-Laws of WIDEPOINT; (ii) conflict with, breach or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable to WIDEPOINT; (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of WIDEPOINT pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which WIDEPOINT is a party or by WIDEPOINT or any of its properties or assets is bound; or (iv) require any consent of any third party that has not been obtained pursuant to any material contract to which the Company is subject. Excluded from the foregoing are such violations, conflicts, breaches, defaults, terminations, accelerations, creations of liens, or incumbency that would not, in the aggregate, have a Material Adverse Effect on WIDEPOINT.
 

4.6     Report and Financial Statements. WIDEPOINT’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed on April 14, 2008 with the SEC contains the audited financial statements of WIDEPOINT as of December 31, 2007 (the “Financial Statements”). WIDEPOINT’s Annual Report on Form 10-K does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each of the balance sheets contained in or incorporated by reference into any such Financial Statements (including the related notes and schedules thereto) fairly presented the financial position of WIDEPOINT as of its date, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Financial Statements (including any related notes and schedules thereto) fairly presents changes in stockholders’ equity and changes in cash flows, as the case may be, of WIDEPOINT for the periods to which they relate, in each case in accordance with United States generally accepted accounting principles (“U.S. GAAP”) consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of WIDEPOINT have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements.

4.7     No Undisclosed Liabilities. Neither the Company nor any of its subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, continued or otherwise) that would be required to be disclosed on the balance sheet of the Company or any subsidiary (including the notes thereto) in conformity with U.S. GAAP and are not disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its subsidiaries respective businesses since December 31, 2007.

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4.7     Compliance with Applicable Laws. WIDEPOINT is not in violation of, or, to the knowledge of WIDEPOINT is under investigation with respect to or has been given notice or has been charged with the violation of any Law of a governmental agency, except for violations which individually or in the aggregate do not have a Material Adverse Effect. 

4.8     Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or Commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of WIDEPOINT.

4.9     SEC Documents. WIDEPOINT acknowledges that WIDEPOINT is a publicly held company and has made available to the Investor after demand true and complete copies of any requested SEC Documents. The Company has registered its Common Stock pursuant to Section 12 of the 1934 Act, and the Common Stock is quoted and traded on the American Stock Exchange (“AMEX”) and the Company is in compliance with all requirements for the continued quotation and trading of its Common Stock on AMEX. The Company is not subject to any no notice, either oral or written, with respect to the continued quotation or trading of the Common Stock on the AMEX. The Company has not provided to the Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.10     Litigation. To the knowledge of WIDEPOINT, no litigation, claim, or other proceeding before any court or governmental agency is pending or threatened against WIDEPOINT that materially effects this Agreement.
 
4.11     Exemption from Registration. Subject to the accuracy of the Investor’s representations in Article V, the sale of the Shares by the Company to the Investor will not require registration under the 1933 Act.When the Shares are issued by the Company to the Investor, the Shares will be duly authorized, validly issued, fully paid and non-assessable. The Company is issuing the Shares in accordance with and in reliance upon the exemption from securities registration afforded, inter alia, by (i) Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(2) of the 1933 Act; and (ii) Rule 903(b)(3) under Regulation S promulgated by the SEC under the 1933 Act.

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4.12     No General Solicitation or Advertising in Regard to this Transaction. Neither the Company nor any of its Affiliates nor, to the knowledge of the Company, any Person acting on its or their behalf (i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D as promulgated by the SEC under the 1933 Act) or general advertising with respect to the sale of the Shares, or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Shares under the 1933 Act.

4.13     No Material Adverse Change. Since the filing on April 14, 2008 with the SEC of the Company’s Form 10-K for the year ended December 31, 2007, no Material Adverse Effect has occurred or exists with respect to the Company that has not been disclosed in the SEC Documents. No material supplier has given notice, oral or written, that it intends to cease or reduce the volume of its business with the Company from historical levels. Since the filing on April 14, 2008 with the SEC of the Company’s Form 10-K for the year ended December 31, 2007, no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, prospects, operations or financial condition, that, under any applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed in writing to the Investor.

4.14     Internal Controls And Procedures. The Company maintains books and records and internal accounting controls which provide reasonable assurance that (i) all transactions to which the Company or any subsidiary is a party or by which its properties are bound are executed with management's authorization; (ii) the recorded accounting of the Company's consolidated assets is compared with existing assets at regular intervals; (iii) access to the Company's consolidated assets is permitted only in accordance with management's authorization; and (iv) all transactions to which the Company or any subsidiary is a party or by which its properties are bound are recorded as necessary to permit preparation of the financial statements of the Company in accordance with U.S. GAAP.

4.15     Full Disclosure. No representation or warranty made by WIDEPOINT in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE V

     REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor represents and warrants to the Company that:

5.1     Organization and Standing of the Investor. The Investor is a partnership that is duly formed and validly existing under the laws of the State of Texas. The Investor was not formed for the purpose of investing solely in the shares of Common Stock which are the subject of this Agreement.

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5.2     Authorization and Power. The Investor has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares being sold to it hereunder. The execution, delivery and performance of this Agreement by the Investor and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate action where appropriate. This Agreement has been duly executed and delivered by the Investor and at the Closing shall constitute valid and binding obligations of the Investor enforceable against the Investor in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.
 
5.3     No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Investor of the transactions contemplated hereby or relating hereto do not and will not (i) result in a violation of such Investor's charter documents or bylaws where appropriate or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument to which the Investor is a party, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Investor or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a Material Adverse Effect on such Investor). The Investor is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of such Investor’s obligations under this Agreement or to purchase the Shares from the Company in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.
 
5.4     Financial Risks. The Investor acknowledges that such Investor is able to bear the financial risks associated with an investment in the Shares being purchased by the Investor from the Company and that it has been given full access to such records of the Company and the subsidiaries and to the officers of the Company and the subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation. The Investor is capable of evaluating the risks and merits of an investment in the Shares being purchased by the Investor from the Company by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and the Investor is capable of bearing the entire loss of its investment in the securities being purchased by the Investor from the Company. 

5.5     Accredited Investor. The Investor is (i) an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act by reason of Rule 501(a)(3) and (a)(6), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Shares being purchased by the Investor from the Company.

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5.6     Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or Commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Investor.
 
5.7     Knowledge of Company. The Investor and such Investor’s advisors, if any, have been, upon request, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares being purchased by the Investor from the Company . The Investor and such Investor’s advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries.
 

5.8     Risk Factors. The Investor understands that such Investor’s investment in the Shares being purchased by the Investor from the Company involves a high degree of risk. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares being purchased by the Investor from the Company. The Investor warrants that such Investor is able to bear the complete loss of such Investor’s investment in the Shares being purchased by the Investor from the Company.

5.9     Full Disclosure. No representation or warranty made by the Investor in this Agreement and no certificate or document furnished or to be furnished to WIDEPOINT pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. Except as set forth or referred to in this Agreement, Investor does not have any agreement or understanding with any person relating to acquiring, holding, voting or disposing of any equity securities of the Company.

ARTICLE VI
 
COVENANTS OF THE COMPANY

6.1.     Compliance with Laws. The Company hereby agrees to: (i) comply in all respects with the Company's reporting, filing and other obligations under the Laws; and (ii) comply with all Laws in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

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6.2.     AMEX Additional Listing Application. After the date of execution of this Agreement and prior to the Closing, the Company hereby agrees to file an additional listing application with the AMEX and all required documents relating thereto with respect to the shares of Common Stock to be issued by the Company to the Investor under this Agreement.
 
6.3.     Exchange Act Registration. The Company will cause its Common Stock to continue to be registered under Section 12(b) or (g) of the 1934 Act, will use its best efforts to comply in all respects with its reporting and filing obligations under the 1934 Act, and will not take any action or file any document (whether or not permitted by the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the 1934 Act.
 
6.4.     Corporate Existence; Conflicting Agreements. The Company will take all steps necessary to preserve and continue the corporate existence of the Company. The Company shall not enter into any agreement, the terms of which agreement would restrict or impair the right or ability of the Company to perform any of its obligations under this Agreement.
 

6.5.     Instructions to Transfer Agent. Upon the Company’s Escrow Agent receiving the Purchase Price at the Closing, the Company shall cause its legal counsel to issue legal instructions to the Company’s transfer agent of the Common Stock for such transfer agent to issue a certificate in the name of the Investor for the Shares. The Company agrees to cause its transfer agent to issue such stock certificate evidencing the Shares within three (3) business days from the date of the Closing, after which the Company shall further cause its transfer agent to send such original stock certificate by overnight delivery service to the Investor at the address shown in Section 11.5 of this Agreement.

6.6     Use of Proceeds. The Company will use the proceeds from the sale of the Common Stock (excluding amounts paid by the Company for legal and administrative fees in connection with the sale of such securities) for working capital and acquisitions.
 

ARTICLE VII
 
COVENANTS OF THE INVESTOR

7.1     Compliance with Laws. The Investor's trading activities with respect to the Shares will be in compliance with all applicable state and federal securities laws, rules and regulations and rules and regulations of any public market on which the Company's Common Stock is listed. The Investor agrees that the Investor will not engage in any short-sales, hedging, or other similar activities with regard to the Company’s securities so long as the Investor owns or has a right to acquire any Shares of the Company’s Common Stock.
 
7.2     Transfer Restrictions. The Investor acknowledges that (1) the Shares have not been registered under the provisions of the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder, or (B) the Investor shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; and (2) any sale of the Shares made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder.

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7.3     Restrictive Legend. The Investor acknowledges and agrees that all certificates and other instruments representing any of the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such securities):

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, WITHOUT ANY VIEW TOWARDS RESALE, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD IN THE ABSENCE OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

ARTICLE VIII

     CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS

     The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date, of the following conditions:
 

8.1     No Termination. This Agreement shall not have been terminated pursuant to Article X hereof.

8.2     Representations True and Correct. The representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on as of the Closing Date.

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8.3     Compliance with Covenants. The Investor shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied by it prior to or at the Closing on the Closing Date.

8.4     No Adverse Proceedings. On the Closing Date, no action or proceeding shall be pending by any public authority or individual or entity before any court or administrative body to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the transactions contemplated hereby or to recover any damages or obtain other relief as a result of the transactions proposed hereby.
 
 

ARTICLE IX

     CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS
 

The obligation of the Investor to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date unless specified otherwise, of the following conditions:

9.1     No Termination. This Agreement shall not have been terminated pursuant to Article X hereof.

9.2     Representations True and Correct. The representations and warranties of WIDEPOINT contained in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on as of the Closing Date.
 
9.3     Compliance with Covenants. WIDEPOINT shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied by it prior to or at the Closing on the Closing Date.

9.4     No Adverse Proceedings.     On the Closing Date, no action or proceeding shall be pending by any public authority or individual or entity before any court or administrative body to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the transactions contemplated hereby or to recover any damages or obtain other relief as a result of the transactions proposed hereby.

ARTICLE X

     TERMINATION, AMENDMENT AND WAIVER

10.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:

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10.1.1     by mutual written consent of the Investor and the Company;

10.1.2     by the Company upon a material breach of any representation, warranty, covenant or agreement on the part of the Investor set forth in this Agreement, or the Investor upon a material breach of any representation, warranty, covenant or agreement on the part of WIDEPOINT set forth in this Agreement, or if any representation or warranty of WIDEPOINT or the Investor, respectively, shall have become untrue, in either case such that any of the conditions set forth in Article VIII or Article IX hereof would not be satisfied (a "Terminating Breach"), and such breach shall, if capable of cure, not have been cured within five (5) business days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach.

10.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Paragraph 10.1.1 hereof, there shall be no liability on the part of WIDEPOINT or the Investor or any of their respective officers, directors, agents or other representatives and all rights and obligations of any party hereto shall cease.

10.3     Amendment; No Assignment. This Agreement may be amended by the parties hereto any time prior to the Closing Date by an instrument in writing signed by the parties hereto. This Agreement and the respective rights and obligations of the parties hereto may not be assigned without the prior written consent of all the parties hereto, such consent not to be unreasonably withheld.
 
10.4     Waiver. At any time prior to the Closing Date, WIDEPOINT or the Investor, as appropriate, may: (a) extend the time for the performance of any of the obligations or other acts of other party; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto which have been made to it or them; or (c) waive compliance with any of the agreements or conditions contained herein for its or their benefit. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby.

     ARTICLE XI

     GENERAL PROVISIONS

11.1 Transaction Costs. Each of the parties shall pay all of its costs and expenses (including attorney fees and other legal costs and expenses and accountants’ fees and other accounting costs and expenses) incurred by that party in connection with this Agreement.

11.2     Indemnification. The Investor agrees to indemnify, defend and hold the Company (following the Closing Date) and its officers and directors harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities or damages, including interest, penalties and reasonable attorney’s fees, that it shall incur or suffer, which arise out of or result from any breach of this Agreement by such Investor or failure by such Investor to perform with respect to any of its representations, warranties or covenants contained in this Agreement or in any exhibit or other instrument furnished or to be furnished under this Agreement. The Company agrees to indemnify, defend and hold the Investor harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities or damages, including interest, penalties and reasonable attorney’s fees, that it shall incur or suffer, which arise out of, result from or relate to any breach of this Agreement or failure by the Company to perform with respect to any of its representations, warranties or covenants contained in this Agreement or in any exhibit or other instrument furnished or to be furnished under this Agreement. In no event shall the Company or the Investors be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement nor shall any party have any liability hereunder in the event of gross negligence or willful misconduct of the indemnified party. In the event of a breach of this Agreement by the Company, the Investor shall be entitled to pursue a remedy of specific performance upon tender into the Court an amount equal to the Purchase Price hereunder. The indemnification by the Investors shall be limited to the amount it has invested in the Common Stock on the Closing Date.

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11.3     Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
 
11.4     Entire Agreement. This Agreement (together with the Schedules and any exhibits or other documents referred to herein) constitute the entire agreement of the parties and supersede all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.
 

11.5     Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid, in each of the preceding cases as follows:
 

   If to WIDEPOINT:

   WidePoint Corporation

   One Lincoln Centre, Suite 1100

   Oakbrook Terrace, Illinois 60181

Facsimile No.: 630-629-7559
Attention: James T McCubbin

With a copy to:
                                    Foley & Lardner LLP

   3000 K Street, N.W., Suite 400

Washington, D.C. 20007
Facsimile No.: 202-672-5399
Attn: Thomas L. James, Esq.

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If to the Investor:

                                    Endurance Partners (Q.P.), L.P.

                                    c/o Timothy G. Ewing
                                   Ewing & Partners
                                   4514 Cole Street, STE 808
                                   Dallas, Texas 75205
                                   Facsimile No.: (214) 522-2176

With a copy to:

                                   Jack R. Bird, Esq.

                                   Jack R. Bird, P.C.
                                   4514 Travis Street, Suite 300
                                   Dallas, Texas 75205
                                   Facsimile No.: (214) 599-0602

11.6     Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
 
11.7     Binding Effect. All the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees.
 
11.8     Preparation of Agreement. This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge each contributed and is equally responsible for its preparation.
 

11.9     Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to applicable principles of conflicts of law.
 

11.10 Jurisdiction. This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Delaware. If any action is brought among the parties with respect to this Agreement or otherwise, by way of a claim or counterclaim, the parties agree that in any such action, and on all issues, the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be the federal courts serving the State of Delaware. In the event suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court.

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11.11     Further Assurances, Cooperation. Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete the transactions herein pursuant to and in the manner contemplated by this Agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement.

11.12     SurvivalThe representations, warranties, covenants and agreements made herein shall survive the Closing of the transaction contemplated hereby.

11.13     No Third Parties     Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto and their respective administrators, executors, legal representatives, heirs, successors and assignees. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement.

11.14     Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall nay single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

11.15     Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Investor and the Company duly have executed this Agreement as of the date first written above.

WIDEPOINT:

WIDEPOINT CORPORATION
 
 
By: __________________________________
Name:
Title:
 
 

ENDURANCE PARTNERS (Q.P.), L.P.
 
 
By: __________________________________
Name:
Title:
 

EX-10.14

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ESCROW AGREEMENT

THIS ESCROW AGREEMENT (“Agreement”) is made as of May 16, 2008 by and between WidePoint Corporation (the “Company”); Endurance Partners (Q.P.), L.P. (“Investor”); and Foley & Lardner LLP (the "Escrow Agent").

WHEREAS, Investor is purchasing from the Company 1,071,046 shares of the common stock of the Company (the “Shares”) for a purchase price of $1,092,466.92 U.S. Dollars (the “Funds”) in a private sale transaction pursuant to the terms of a Common Stock Purchase Agreement, dated an even date herewith (the “Purchase Agreement”); and

WHEREAS, the Company and Investor desire to enter into this Agreement to provide that (i) the Company and Investor shall provide the executed Transaction Documents (as defined below) to the Escrow Agent as of the date of this Agreement, (ii) Investor shall provide the Funds to the Escrow Agent on the next business after the date of this Agreement, (iii) the Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the Company has caused its transfer agent to issue and deliver to the Investor the stock certificate evidencing the Shares, (iv) the Escrow Agent shall release the Funds to the Company upon the satisfaction of the items listed in the foregoing clause (iii), and (v) the Escrow Agent shall release to the Company and Investor the fully executed Transaction Documents at the time the Escrow Agent provides the Funds to the Company.

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1
TERMS OF THE ESCROW

1.1     The parties hereby agree to have the law firm of Foley & Lardner LLP act as Escrow Agent whereby the Escrow Agent shall receive the Funds in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement, and the documents related thereto, with this Agreement being an exhibit to such Purchase Agreement (collectively, the “Transaction Documents”).

1.2     Upon the execution of this Agreement, the Company and Investor shall deliver the executed Transaction Documents to the Escrow Agent as of the date of this Agreement and Investor shall wire the Funds to the Escrow Agent according to wire instructions to be provided by the Escrow Agent to Investor. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the Company has caused its transfer agent to issue and deliver to the Investor the stock certificate evidencing the Shares pursuant to the terms of the Purchase Agreement. Upon the delivery to the Investor by the Company’s transfer agent of the stock certificate evidencing the Shares, then the Escrow Agent shall promptly release the Funds to the Company, and the Escrow Agent shall also deliver the Transaction Documents to each of the Company and Investor. In the event the Company does not cause its transfer agent to issue and deliver to the Investor the stock certificate evidencing the Shares pursuant to the terms of the Purchase Agreement, then the Escrow Agent shall return the Funds to Investor by wire transfer according to instructions received in writing by the Escrow Agent from Investor, and the Escrow Agent shall destroy the Transaction Documents.

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1.3     Upon the completion by the Escrow Agent of its obligations under Section 1.2, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder.

1.4     This Agreement may be altered or amended only with the written consent of all of the parties hereto. In the event the Company or Investor attempts to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying the Company and Investor in writing. In the case of the Escrow Agent’s resignation, the only duty of the Escrow Agent, until receipt of a joint written notice from the Company and Investor (the “Transfer Instructions”) that a successor escrow agent has been appointed, shall be to hold and preserve the Funds and the Transaction Documents that are in its possession. Upon receipt by the Escrow Agent of said notice from the Company and Investor of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Funds to such successor escrow account to be thereafter held by such successor escrow agent, the Escrow Agent shall promptly thereafter transfer the Funds and deliver the Transaction Documents to said successor escrow agent. Immediately after said transfer of the Funds and delivery of the Transaction Documents to said successor escrow agent, the Escrow Agent shall furnish the Company and Investor with proof of such transfer. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from the Company and Investor after notice of resignation has been given, except only for the Transfer Instructions.

1.5     The Escrow Agent shall be reimbursed by the Company for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to the Company or Investor in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Funds received from Investor and to deliver the Funds under the terms hereof. The Company and Investor each agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of this transaction, including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement and/or the Purchase Agreement. The parties each and all acknowledge and recognize that the Escrow Agent has also served and shall continue to serve as the legal counsel to the Company and the parties each and all waive any claim of any conflict of interest as a result thereof.

1.6     The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent's attorneys-at-law shall be conclusive evidence of such good faith.

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1.7     The Escrow Agent is hereby expressly authorized to disregard any and all warnings or orders given by any of the parties hereto or by any other person or corporation, excepting only the Transfer Instructions and/or orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, including but not limited to the Transfer Instructions, then the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree or orders being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

1.8     The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

1.9     If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents.

1.10     It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Funds and/or the Transaction Documents held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent's sole discretion (a) to retain the Funds and the Transaction Documents in the Escrow Agent's possession, without liability to anyone, until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Funds and the Transaction Documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the District of Columbia in accordance with the applicable procedure therefor.

ARTICLE 2
MISCELLANEOUS
 

2.1      No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed any extension of the time for performance of any other obligation or act.

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2.2     This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto.

2.3      This Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.

2.4      Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents.

2.5     (a)     This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable principles of conflicts of law.
 

          (b)      ANY ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY RIGHT ARISING OUT OF, THIS AGREEMENT SHALL BE BROUGHT AGAINST ANY OF THE PARTIES HERETO IN THE APPROPRIATE FEDERAL COURT LOCATED IN THE DISTRICT OF COLUMBIA, WITH EACH PARTY HERETO AGREEING TO SUBJECT MATTER JURISDICTION, PERSONAL JURISDICTION AND VENUE IN SUCH COURT. EACH OF THE PARTIES HERETO CONSENTS TO THIS JURISDICTION PROVISION IN ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY OBJECTION TO VENUE LAID THEREIN. PROCESS IN ANY ACTION OR PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY HERETO ANYWHERE IN THE WORLD.

2.6     All notices and other communications hereunder shall be in writing (and shall be deemed given upon receipt) if delivered personally, telecopied (which is confirmed), mailed by registered or certified mail (return receipt requested), or delivered by a national overnight delivery service (e.g., Federal Express) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to:                                        If to Investor, to: 

Widepoint Corporation                                      Endurance Partners (Q.P.), L.P.
            One Lincoln Centre, Suite 1100                         4514 Cole Street, STE 808
            Oakbrook Terrace, Illinois 60181                      Dallas, Texas 75205
            Attn: James McCubbin                                     Attn: Timothy G. Ewing        

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                                          If to the Escrow Agent:
 
                                                      Foley & Lardner LLP
                                                      3000 K Street, N.W., Suite 300
                                                      Washington, D.C. 20007
                                                      Attn: Thomas L. James, Esq.
 

2.7     By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of this Agreement; the Escrow Agent does not become a party to the Transaction Documents. Notwithstanding anything to the contrary as contained in this Agreement or any other agreement or understanding whatsoever, the parties each and all recognize and confirm their understanding that the Escrow Agent has served and will continue to serve as the legal counsel of the Company and the parties waive any and all claims of conflict of interest with respect to Escrow Agent serving under this Agreement, and Investor agrees that Investor shall not do any act which would adversely affect the ability of the Escrow Agent to continue to serve as the legal counsel of the Company.

2.8     Each party acknowledges and agrees that this Agreement shall not be deemed prepared or drafted by any one party. In the event of any dispute between the parties concerning this Agreement, the parties agree that any rule of construction, to the effect that any ambiguity in the language of the Agreement is to be resolved against the drafting party, shall not apply.

2.9     This Agreement may be executed in counterparts, each one of which will constitute an original and all of which taken together will constitute one document. This Agreement may be executed by delivery of a signed signature page by fax to the other parties hereto and such fax execution and delivery will be valid in all respects.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

COMPANY:

ATTEST:                                                                WIDEPOINT CORPORATION

____________________________                        By:____________________________[SEAL]
James T. McCubbin, Secretary                                      Steve Komar, Chief Executive Officer

INVESTOR:

                                                                                ENDURANCE PARTNERS, L.P.     

____________________________                        By:__________________________
Name:                                                                      Name:
Title:                                                                         Title:

ESCROW AGENT:

FOLEY & LARDNER, LLP
 

By:__________________________________
     Thomas L. James, Partner

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EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934

I, Steve L. Komar, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of WidePoint Corporation;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 20, 2008	By:  /s/ STEVE L. KOMAR
	Steve L. Komar
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934

I, James T. McCubbin, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of WidePoint Corporation;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 20, 2008	By:  /s/ JAMES T. MCCUBBIN
	James T. McCubbin
	Chief Financial Officer

EX-32

Exhibit 32

Written Statement of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of WidePoint Corporation (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2008 ( the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ STEVE L. KOMAR
Steve L. Komar
Chief Executive Officer

/s/ JAMES T. MCCUBBIN
James T. McCubbin
Chief Financial Officer

Date: May 20, 2008