Software Escrow Agreement

Exhibit 10.4 Software Escrow Agreement

This Software Escrow Agreement (the " Agreement" ) is entered into as of November 5, 2007, between 22THEN LLC and Protexx Incorporated (collectively, the " Supplier" ); WidePoint Corporation (" User" ); and the law firm of Foley & Lardner LLP (the " Escrow Agent" ).

In consideration of the mutual premises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound do hereby agree as follows: 1. Supplier agrees that upon the execution of this Agreement the Supplier shall deposit into an escrow account with the Escrow Agent at the office of the Escrow Agent located at 3000 K Street, N.W., Suite 500, Washington, D.C. 20007, the software source code (the " Source Code" ) for all software owned by Supplier (the " Software" ), as well as the proprietary hardware schematics (the " Hardware Schematics" ) of Supplier related to the Source Code and a full and complete working version of all Software on a CD-ROM which is readable and useable on any Personal Computer using Microsoft Windows. Supplier does hereby assume responsibility to update and keep current all such Software on a CD-ROM. Supplier and User agree that User shall be entitled to access the Source Code in accordance with the terms of this Agreement.
2. User may obtain a copy of the items in escrow, subject to the terms of this Agreement, upon the following events and conditions:
a. Supplier has filed a petition in bankruptcy for liquidation, or has made a general assignment for the benefit or creditors or has a receiver appointed for all or substantially all of its business, and same has not been discharged or terminated without prejudice to User within ninety (90) days thereafter; or
b. Supplier has been liquidated, been dissolved, or ceased to operate its business in the normal course; or
c. Supplier has breached any agreement with User.
3. Upon the occurrence of a condition set forth in paragraph 2 above which entitles User to a copy all items in escrow, User shall deliver to Escrow Agent an affidavit executed by the User which sets forth information identifying the occurrence of the condition under paragraph 2 of this Agreement which the User is citing as the basis for the release of all items in escrow to the User from the Escrow Agent.
Escrow Agent shall then send a copy of User' s affidavit to Supplier by certified mail, return receipt requested, or by overnight delivery service. Unless within fifteen (15) calendar days after the date of sending of such affidavit to Supplier, Escrow Agent receives an affidavit from Supplier, or an authorized representative of Supplier, disputing the facts set forth in the User' s affidavit, or setting forth additional facts which, in Supplier' s sole judgment, terminates the User' s right to receive a copy of the items in Escrow, Escrow Agent will promptly furnish a copy of the applicable material to the User.
4. If Escrow Agent receives from Supplier an affidavit disputing the User' s affidavit, or setting forth additional facts which, in Supplier' s sole judgment, terminates the User' s right to receive the items in escrow, Escrow Agent will furnis ...