LOAN NUMBER ACCT. NUMBER AGREEMENT DATE CREDIT LIMIT MATURITY DATE PRIOR OBLIGATION CL522040275-1 01/02/08 $ 5,000,000.00 04/30/09 INFORMATION LOAN NUMBER ACCT. NUMBER MODIFICATION DATE NEW CREDIT LIMIT CL522040275-1 03/17/09 $ 5,000,000.00 AMENDED...

LOAN NUMBER ACCT. NUMBER AGREEMENT DATE CREDIT LIMIT MATURITY DATE PRIOR OBLIGATION CL522040275-1 01/02/08 $ 5,000,000.00 04/30/09 INFORMATION LOAN NUMBER ACCT. NUMBER MODIFICATION DATE NEW CREDIT LIMIT CL522040275-1 03/17/09 $ 5,000,000.00 AMENDED...

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Exhibit 10.1

LOAN NUMBER

ACCT. NUMBER

AGREEMENT DATE

CREDIT LIMIT

MATURITY DATE

PRIOR

OBLIGATION

CL522040275-1

01/02/08

5,000,000.00

04/30/09

INFORMATION

LOAN NUMBER

ACCT. NUMBER

MODIFICATION DATE

NEW CREDIT LIMIT

CL522040275-1

03/17/09

5,000,000.00

AMENDED OBLIGATION INFORMATION

NEW MATURITY DATE

NEW INTEREST RATE

INITIALS

06/01/10

5.0%

Creditor Use Only

DEBT MODIFICATION AGREEMENT

DATE AND PARTIES. The date of this Debt Modification Agreement (Modification) is March 17, 2009. The parties and their addresses are:

LENDER:

CARDINAL BANK
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
XxXxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000

BORROWER:

WIDEPOINT CORPORATION
a Delaware Corporation
One Lincoln Centre
18W140 Xxxxxxxxxxx Road, Suite 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000

WIDEPOINT IL, INC.
an Illinois Corporation
One Lincoln Centre
18W140 Xxxxxxxxxxx Road, Suite 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000

WP NBIL, INC.
an Illinois Corporation
One Lincoln Centre
18W140 Xxxxxxxxxxx Road, Suite 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000

CHESAPEAKE GOVERNMENT TECHNOLOGIES, INC.
a Delaware Corporation
One Lincoln Centre
18W140 Xxxxxxxxxxx Road, Suite 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000

OPERATIONAL RESEARCH CONSULTANTS, INC.
a Virginia Corporation
00000 Xxxxxx Xxxxx, Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000

ISYS, LLC
a Virginia Limited Liability Company
One Lincoln Center
18W140 Xxxxxxxxxxx Road, Suite 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000

1. DEFINITIONS. In this Modification, these terms have the following meanings:

A. Pronouns. The pronouns “I,” “me,” and “my” refer to each Borrower signing this Modification, individually and together with their heirs, executors, administrators, successors, and assigns. “You” and “your” refer to the Lender, with its participants or syndicators, successors and assigns, or any person or entity that acquires an interest in the Modification or Prior Obligation.

B. Amended Obligation. Amended Obligation is the resulting agreement that is created when the Modification amends the Prior Obligation. It is described above in the AMENDED OBLIGATION INFORMATION section.

C. Loan. Loan refers to this transaction generally. It includes the obligations and duties arising from the terms of all documents prepared or submitted in association with the Prior Obligation and this modification, such as applications, security agreements, disclosures, notes, agreements, and this Modification.

D. Modification. Modification refers to this Debt Modification Agreement.

E. Prior Obligation. Prior Obligation refers to my existing agreement described above in the PRIOR OBLIGATION INFORMATION section, and any previous extensions, renewals, modifications or substitutions of it.

2. BACKGROUND. You and I have previously entered into a Prior Obligation. As of the date of this Modification, the outstanding, unpaid balance of the Prior Obligation is $0.00. Conditions have changed since the execution of the Prior Obligation instruments. In response, and for value received, you and I agree to modify the terms of the Prior Obligation, as provided for in this Modification.

3. TERMS. The Prior Obligation is modified as follows:

A. Interest. Our agreement for the payment of interest is modified to read:

(1) INTEREST. Interest will accrue on the unpaid Principal balance of this loan at the rate of 5.0 percent (Interest Rate) until March 18, 2009, after which time it may change as described in the Variable Rate subsection.

(a) Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this loan or obligation will be limited to the Maximum Lawful Amount of interest allowed by state or federal law. Amounts collected in excess of the Maximum Lawful Amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to me.

(b) Statutory Authority. Rate statute for Virginia is not provided yet.

(c) Accrual. During the scheduled term of this Loan interest accrues using an Actual/360 days counting method.

(d) Variable Rate. The Interest Rate may change during the term of this transaction.

(1) Index. Beginning with the first Change Date, the Interest Rate will be based on the following index: the Prime rate as published in the Money Rate Section of the Wall Street Journal. When a range of rates have been published, the highest rate will be used.

The Current Index is the most recent index figure available on each Change Date. You do not guaranty by selecting this Index, or the margin, that the Interest Rate on this loan will be the same rate you charge on any other loans or class of loans you make to me or other borrowers. If this Index is no longer available, you will substitute a similar index. You will give me notice of your choice.

(2) Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change March 18, 2009 and daily thereafter.

(3) Calculation Of Change. On each Change Date, you will calculate the Interest Rate, which will be the Current Index plus 0.500 percent. The result of this calculation will be rounded to the nearest .001 percent. Subject to any limitations, this will be the Interest Rate until the next Change Date. The new Interest Rate will become effective on each Change Date. The Interest Rate and other charges on this loan will never exceed the highest rate or charge allowed by law for this loan.

(4) Limitations. The Interest Rate changes are subject to the following limitations:

Lifetime. The Interest Rate will never be less than 5.000 percent.

(5) Effect Of Variable Rate. A change in the Interest Rate will have the following effect on the payments: The amount of scheduled payments will change.

B. Maturity. The maturity provision is modified to read:

(1) Maturity Date. Consistent with our existing periodic payment arrangement, except any scheduled, final payment, I agree that the entire outstanding balance of Principal and accrued interest is due on, or before, June 1, 2010.

C. Fees and Charges. As additional consideration for your consent to enter into this Modification Agreement, I agree to pay, or have paid these additional fees and charges:

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

Commitment. A(n) Commitment fee of $12,000.00 payable from separate funds on or before today’s date.

(2) Stop Payment. A(n) Stop Payment equal to $30.00.

(3) Late Charge. If a payment is more than 10 days late, I will be charged 5.000 percent of the Unpaid Portion of Payment. I will pay this late charge promptly but only once for each late payment.

(4) Returned Check Charge. I agree to pay a fee not to exceed $32.00 for each check, negotiable order of withdrawal or draft I issue in connection with this Loan that is returned because it has been dishonored.

4. CONTINUATION OF TERMS. Except as specifically amended by this Modification, all of the terms of the Prior Obligation shall remain in full force and effect.

5. WAIVER. I waive all claims, defenses, setoffs, or counterclaims relating to the Prior Obligation, or any document securing the Prior Obligation, that I may have. Any party to the Prior Obligation that does not sign this Modification, shall remain liable under the terms of the Prior Obligation unless released in writing by you.

6. REASON FOR MODIFICATION. The terms and conditions of the Prior Obligation have been modified as described herein.

7. ADDITIONAL TERMS. PRIOR OBLIGATION. This agreement is a modification of certain terms and conditions of the indebtedness evidenced by a Promissory Note from Borrower to Lender dated August 16, 2007 in the principal amount of $2,000,000.00, as modified under the following agreements between Borrower and Lender: a Promissory Note dated January 2, 2008 in the amount of $5,000,000.

LOAN AGREEMENT. This agreement is subject to that certain Commercial Loan Agreement between Borrower and Lender dated March 17, 2009, all terms and conditions of which, notwithstanding anything herein to the contrary, are incorporated and made a part herein.

COLLATERAL. In addition to any other collateral that may be pledged, either now or in the future, the indebtedness evidenced by this agreement is secured by all rights, title, and security interest granted under that certain Security Agreement from Borrower to Lender dated August 16, 2007.

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

BORROWER:

WidePoint Corporation


By		(Seal)

	Xxxxx X. XxXxxxxx, Vice President

Widepoint IL, Inc.


By		(Seal)

	Xxxxx X. XxXxxxxx, Vice President

WP NBIL, Inc.


By		(Seal)

	Xxxxx X. XxXxxxxx, Vice President

Chesapeake Government Technologies, Inc.


By		(Seal)

	Xxxxx X. XxXxxxxx, Vice President

Operational Research Consultants, Inc.


By		(Seal)

	Xxxxx X. XxXxxxxx, Vice President

iSYS, LLC


By		(Seal)

	Xxxxx X. XxXxxxxx, Vice President

WidePoint Corporation

Debt Modification Agreement

VA/4symathon00725200004266010032009N

-1996 Bankers Systems, Inc., St. Cloud, MN C