EXHBIIT 10.18.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "AGREEMENT") dated as of January 1, 2003, between Markland Technology, Inc. (including, as the context may require, its subsidiaries, the "COMPANY"), a Florida corporation, and Ken Ducey,...Employment Agreement • October 14th, 2003 • Markland Technologies Inc • Non-operating establishments • Connecticut
EXHIBIT 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "AGREEMENT"), dated as of ___________________ (the "EFFECTIVE DATE"), between Genex Technologies, Inc. (the "COMPANY"), a Maryland Corporation, and Jason Geng (the "EMPLOYEE"), an individual...Employment Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • Maryland
EXHIBIT 4.9 CONSULTING AGREEMENT CONSULTING AGREEMENT (this "AGREEMENT") dated as of March 24th , 2003, between Markland Technology, Inc. (including, as the context may require, its subsidiaries, the "COMPANY"), a Florida corporation, and Commonwealth...Consulting Agreement • June 17th, 2004 • Markland Technologies Inc • Measuring & controlling devices, nec • Connecticut
EXHIBIT 10.1 ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "AGREEMENT") made as of this __day of February 2005 by and among Markland Technologies, Inc., a Florida corporation ("MARKLAND"), Technest Holdings, Inc., a Nevada corporation...Escrow Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • Delaware
EXHIBIT 4.6 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION HEREOF OR OF THE COMMON STOCK...Warrant Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec
EXHIBIT 10.25 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the 1st day of March, 2000 by and between Charles Wainer (the ("Seller"), Net Quest Corp., a Florida Corporation (the "Purchaser") and CWTEL, Inc. (the "Company"), a...Stock Purchase Agreement • June 16th, 2000 • Quest Net Corp • Non-operating establishments
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 14, 2005, among Markland Technologies, Inc., a Florida corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
WITNESSETH: -----------Security Agreement • May 11th, 2004 • Markland Technologies Inc • Non-operating establishments • Rhode Island
EXHIBIT 99.3 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES...Common Stock Purchase Warrant • January 11th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec
EXHIBIT 99.2 SECURITY AGREEMENT SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, the "AGREEMENT"), dated as of September 21, 2004, among Markland Technologies, Inc., a Florida corporation (the "COMPANY"), E-OIR...Security Agreement • September 23rd, 2004 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
ARTICLE I. DEFINITIONSPurchase Agreement • September 23rd, 2004 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
EXHIBIT 10.1 AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • July 30th, 2003 • Markland Technologies Inc • Non-operating establishments • Connecticut
EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of September 21, 2004, by and among Markland Technologies, Inc., a Florida corporation (the "COMPANY"), and the investors...Registration Rights Agreement • September 23rd, 2004 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
EXHIBIT 2.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), is made as of the 14th day of February, 2005, by and between Technest Holdings, Inc. (the "COMPANY"), a Nevada corporation and a majority owned subsidiary...Securities Purchase Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
RECITALSLock-Up Agreement • September 23rd, 2004 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 12th, 2003 • Markland Technologies Inc • Non-operating establishments • Maryland
EXHIBIT 4.5 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 14, 2005, among Markland Technologies, Inc., a Florida corporation (the "Company"), and Jason...Registration Rights Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
EXHIBIT 4.4 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION HEREOF OR OF THE COMMON STOCK...Warrant Agreement • May 11th, 2004 • Markland Technologies Inc • Non-operating establishments
EXHIBIT 2.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT ("AGREEMENT") is made as of February 14, 2005, by and among Technest Holdings, Inc., a Nevada corporation (the "COMPANY") and Markland Technologies, Inc., a Florida...Securities Purchase Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
EXHIBIT 10.53Subordination Agreement • November 10th, 2004 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
EXHIBIT 4.4 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February __, 2005, among Technest Holdings, Inc., a Nevada corporation (the "Company"), and Jason Geng,...Registration Rights Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
FORM OF WARRANTWarrant Agreement • May 11th, 2004 • Markland Technologies Inc • Non-operating establishments
EXHIBIT 10.2 LOAN AGREEMENT THIS LOAN AGREEMENT is made as of the _____ day of September, 2003 by and between MARKLAND TECHNOLOGIES, INC., a Florida corporation, and SECURITY TECHNOLOGY, INC., a Delaware corporation (collectively, the "Borrowers"),...Loan Agreement • November 12th, 2003 • Markland Technologies Inc • Non-operating establishments • Rhode Island
EXHIBIT 10.32 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "AGREEMENT") dated as of May 12, 2004, and with an effective date of January 1, 2004 ("EFFECTIVE DATE") between Markland Technology, Inc. (including, as the context may require, its...Employment Agreement • May 24th, 2004 • Markland Technologies Inc • Measuring & controlling devices, nec • Connecticut
Exhibit 10.17 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated as of September 10, 2003, is made by and between MARKLAND TECHNOLOGIES, INC., a Florida corporation ("Company"), and BRITTANY CAPITAL MANAGEMENT LTD.,...Registration Rights Agreement • October 14th, 2003 • Markland Technologies Inc • Non-operating establishments • New York
EXHIBIT 10.24 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated March 1, 2000 between Quest Net Corp. (the "Company"), and Charles Wainer (the "Executive"). WHEREAS, the Company desires to employ Executive and to ensure the continued availability...Employment Agreement • June 16th, 2000 • Quest Net Corp • Non-operating establishments • Florida
EXHIBIT 10.4 PROMISSORY NOTEPromissory Note • November 12th, 2003 • Markland Technologies Inc • Non-operating establishments
EXHIBIT 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is dated as of September_, 2003, and is between George Yang ("Secured Party"), Markland Technologies, Inc., a Florida corporation ("Parent"), and STR Acquisition Corp., a...Security Agreement • May 11th, 2004 • Markland Technologies Inc • Non-operating establishments • Maryland
AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING DOA7 PAGE 1 OF 53 UNDER DPAS (15 CFR 700) ------------------------------------------------------------- -----------------------------------------------Contract • October 13th, 2004 • Markland Technologies Inc • Measuring & controlling devices, nec
EXHIBIT 10.4 CONSULTING AGREEMENT CONSULTING AGREEMENT (this "AGREEMENT") dated as of July 7, 2003, between Markland Technology, Inc. (including, as the context may require, its subsidiaries, the "COMPANY"), a Florida corporation, and Emerging...Consulting Agreement • February 23rd, 2004 • Markland Technologies Inc • Non-operating establishments • Connecticut
WAIVERWaiver • December 13th, 2004 • Markland Technologies Inc • Measuring & controlling devices, nec
WITNESSETHMerger Agreement • March 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec
EXHIBIT 99.9 CONSULTANT AGREEMENT CONSULTANT AGREEMENT (this "AGREEMENT") dated as of January 3, 2005, and with an effective date of January 1, 2004 ("EFFECTIVE DATE") between Markland Technology, Inc. (including, as the context may require, its...Consultant Agreement • January 7th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • Connecticut
EXHIBIT 10.33 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "AGREEMENT") dated as of January 2, 2004, ("EFFECTIVE DATE") between Markland Technology, Inc. (including, as the context may require, its subsidiaries, the "COMPANY"), a Florida...Employment Agreement • May 24th, 2004 • Markland Technologies Inc • Measuring & controlling devices, nec • Connecticut
RECITALSRegistration Rights Agreement • October 14th, 2003 • Markland Technologies Inc • Non-operating establishments • New York
