DEBT MODIFICATION AGREEMENT

Exhibit 10.1

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
8270 Greensboro Drive
Suite 500
McLean, Virginia 22102
Telephone: (703) 584-3430

BORROWER:

WIDEPOINT CORPORATION
a Delaware Corporation
One Lincoln Centre
18W140 Butterfield Road, Suite 1100
Oakbrook Terrace, Illinois 60181

WIDEPOINT IL, INC.
an Illinois Corporation
One Lincoln Centre
18W140 Butterfield Road, Suite 1100
Oakbrook Terrace, Illinois 60181

WP NBIL, INC.
an Illinois Corporation
One Lincoln Centre
18W140 Butterfield Road, Suite 1100
Oakbrook Terrace, Illinois 60181

CHESAPEAKE GOVERNMENT TECHNOLOGIES, INC.
a Delaware Corporation
One Lincoln Centre
18W140 Butterfield Road, Suite 1100
Oakbrook Terrace, Illinois 60181

OPERATIONAL RESEARCH CONSULTANTS, INC.
a Virginia Corporation
11250 Waples Mills, South Tower
Suite 250
Fairfax, Virginia 22030

ISYS, LLC
a Virginia Limited Liability Company
One Lincoln Center
18W140 Butterfield Road, Suite 1100
Oakbrook Terrace, Illinois 60181

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