Promissory Note between WidePoint Corporation and Cardinal Bank (August 16, 2007)

PROMISSORY NOTE
(Commercial — Revolving Draw — Variable Rate)

DATE AND PARTIES. The date of this Promissory Note (Note) is August 16, 2007. The parties and their addresses are:

CONFESSION OF JUDGMENT. I appoint and authorize Neil I. Title and Julian Karpoff, either of whom may act alone, 1840 Wilson Boulevard, #205, Arlington, VA 22201, attorneys in fact, to appear in the office of Arlington County Circuit Court, Virginia, to confess judgment against me, in favor of you, if I default on this agreement. The confession of judgment may be without process and ONLY for any amount of PRINCIPAL and INTEREST due on this Note. However, it being understood that the confession of judgement shall only be effective in such event that Borrower would be in default under this agreement, the Commercial Loan Agreement, or any other agreement related to or securing the indebtedness evidenced herein; and it being further understood that said default would be subject to written notification by Lender to Borrower, and further subject to any response period specified and allowed by Lender within said notification.

In this notice, “you” means the Borrower. IMPORTANT NOTICE: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.

1.        DEFINITIONS. As used in this Note, the terms have the following meanings:

2.         PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, amounts advanced from time to time under the terms of this Note up to the maximum outstanding principal balance, the lesser of $2,000,000.00 (Principal) or the Borrowing Base, plus interest from the date of disbursement, on the unpaid outstanding Principal balance until this Note matures or this obligation is accelerated.

I may borrow up to the Principal amount more than one time.

All advances made will be made subject to all other terms and conditions of this Loan.

3.         INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 8.0 percent (Interest Rate) until August 17, 2007, after which time it may change as described in the Variable Rate subsection.

4.         ADDITIONAL CHARGES. As additional consideration, I agree to pay, or have paid, the fees and charges listed on the APPENDIX: FEES AND CHARGES, which is attached to and made part of this Note. I understand and agree that some payments to third parties as part of this transaction may also involve money retained by you or paid back to you as commissions or other remuneration.

5.         REMEDIAL CHARGES. In addition to interest or other finance charges, I agree that I will pay these additional fees based on my method and pattern of payment. Additional remedial charges may be described elsewhere in this Note.

6.         GOVERNING AGREEMENT. This Note is further governed by the Commercial Loan Agreement executed between you and me as part of this Loan, as modified, amended or supplemented. Upon execution of this Note, I represent that I have reviewed and am in compliance with the terms contained in the Commercial Loan Agreement.

7.         PAYMENT. I agree to pay this Note on demand, but if no demand is made, I agree to pay all accrued interest on the balance outstanding from time to time in regular payments beginning September 1, 2007, then on the same day of each month thereafter. Any payment scheduled for a date falling beyond the last day of the month, will be due on the last day. A final payment of the entire unpaid outstanding balance of Principal and interest will be due September 1, 2008.

Payments will be rounded to the nearest $.01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day will, instead, be made on the last day of such month.

Interest payments will be applied first to any charges I owe other than late charges, then to accrued, but unpaid interest, then to late charges. Principal payments will be applied first to the outstanding Principal balance, then to any late charges. If you and I agree to a different application of payments, we will describe our agreement on this Note. The actual amount of my final payment will depend on my payment record.

8.         PREPAYMENT. I may prepay this Loan in full or in part at any time. Any partial prepayment will not excuse any later scheduled payments until I pay in full.

9.         LOAN PURPOSE. The purpose of this Loan is working capital line of credit.

10.         SECURITY. This Loan is secured by separate security instruments prepared together with this Note as follows:

11.         ASSUMPTIONS. Someone buying the Property cannot assume the obligation. Except as otherwise approved in writing by the Lender in advance, Lender may declare the entire balance of the Note to be immediately due and payable upon the creation of, or contract for the creation of, any lien, encumbrance, or transfer of the Property. However, I may sell or similarly dispose of any Property that is inventory.

12.         WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor.

13.         APPLICABLE LAW. This Note is governed by the laws of Virginia, the United States of America and to the extent required, by the laws of the jurisdiction where the Property is located. In the event of a dispute, the exclusive forum, venue and place of jurisdiction will be in Virginia, unless otherwise required by law.

14.         JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay this Loan is independent of the obligation of any other person who has also agreed to pay it. You may sue me alone, or anyone else who is obligated on this Loan, or any number of us together, to collect this Loan. Extending this Loan or new obligations under this Loan, will not affect my duty under this Loan and I will still be obligated to pay this Loan. The duties and benefits of this Loan will bind and benefit the successors and assigns of you and me.

15.         AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral agreement. No amendment or modification of this Note is effective unless made in writing and executed by you and me. This Note is the complete and final expression of the agreement. If any provision of this Note is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable.

16.         INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are not to be used to interpret or define the terms of this Note.

17.         NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering it or mailing it by first class mail to the appropriate party’s address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one party will be deemed to be notice to all parties. I will inform you in writing of any change in my name, address or other application information. I agree to sign, deliver, and file any additional documents or certifications that you may consider necessary to perfect, continue, and preserve my obligations under this Loan and to confirm your lien status on any Property. Time is of the essence.

18.         CREDIT INFORMATION. I agree to supply you with whatever information you reasonably feel you need to decide whether to continue this Loan. You will make requests for this information without undue frequency, and will give me reasonable time in which to supply the information.

19.         ERRORS AND OMISSIONS. I agree, if requested by you, to fully cooperate in the correction, if necessary, in the reasonable discretion of you of any and all loan closing documents so that all documents accurately describe the loan between you and me. I agree to assume all costs including by way of illustration and not limitation, actual expenses, legal fees and marketing losses for failing to reasonably comply with your requests within thirty (30) days.

20.         SIGNATURES. By signing under seal, I agree to the terms contained in this Note. I also acknowledge receipt of a copy of this Note.

ACKNOWLEDGMENT

(Business or Entity)

COMMONWEALTH/STATE OF ________________, COUNTY (OR CITY) OF ________________ ss.

This instrument was acknowledged before me this _____________ day of ____________________, _____________ by James T. McCubbin — CFO of WidePoint Corporation a Delaware corporation, on behalf of the corporation.

Notary Public: _______________________________    My Commission Expires: ____________     Registration # (if required): ________________________

ACKNOWLEDGMENT

(Business or Entity)

COMMONWEALTH/STATE OF ________________, COUNTY (OR CITY) OF ________________ ss.

This instrument was acknowledged before me this _____________ day of ____________________, _____________ by James T. McCubbin - CFO of Widepoint IL, Inc. an Illinois corporation, on behalf of the corporation.

Notary Public: _______________________________    My Commission Expires: ____________     Registration # (if required): ________________________

ACKNOWLEDGMENT

(Business or Entity)

COMMONWEALTH/STATE OF ________________, COUNTY (OR CITY) OF ________________ ss.

This instrument was acknowledged before me this _____________ day of ____________________, _____________ by James T. McCubbin - CFO of WP NBIL, Inc. an Illinois corporation, on behalf of the corporation.

Notary Public: _______________________________    My Commission Expires: ____________     Registration # (if required): ________________________

ACKNOWLEDGMENT

(Business or Entity)

COMMONWEALTH/STATE OF ________________, COUNTY (OR CITY) OF ________________ ss.

This instrument was acknowledged before me this _____________ day of ____________________, _____________ by James T. McCubbin — CFO of Chesapeake Government Technologies, Inc. a Delaware corporation, on behalf of the corporation.

Notary Public: _______________________________    My Commission Expires: ____________     Registration # (if required): ________________________

ACKNOWLEDGMENT

(Business or Entity)

COMMONWEALTH/STATE OF ________________, COUNTY (OR CITY) OF ________________ ss.

This instrument was acknowledged before me this _____________ day of ____________________, _____________ by James T. McCubbin — CFO of Operational Research Consultants, Inc. a Virginia corporation, on behalf of the corporation.

Notary Public: _______________________________    My Commission Expires: ____________     Registration # (if required): ________________________

As described in the ADDITIONAL CHARGES section of the attached Note, I agree to pay, or have paid, these additional fees and charges.

Nonrefundable Fees and Charges. The following fees are earned when collected and will not be refunded if I prepay this Note before the scheduled maturity date.

I understand and agree that some payments to third parties as part of this transaction may also involve money retained by you or paid back to you as commissions or other remuneration.