0001019687-05-001038 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • April 15th, 2005 • Technest Holdings Inc • Georgia

EXCHANGE AGREEMENT (this “Agreement”), dated as of April 1, 2003, by and among Cache Capital (USA) L.P. a Delaware limited partnership (“Cache”), the Rearden Trust, a trust constituted under the laws of the Isle of Man (“Rearden”), the Four Life Trust, a trust constituted under the laws of the Isle of Man (“Four Life”), J.P. Carey Enterprises, Inc., a Florida corporation (“JPCE”), J.P. Carey Securities, Inc. a Georgia corporation (“JPCS”), Atlantis Capital Fund Limited, a Cayman Islands corporation (“Atlantis” and, together with Cache, Rearden, Four Life, JPCE, and JPCS, the “Technest Shareholders”), and Technest Holdings, Inc., a Nevada corporation (“Technest”).

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Contract
Purchase and Sale Agreement • April 15th, 2005 • Technest Holdings Inc • New York

PURCHASE AND SALE AGREEMENT, dated as of March 25, 2003, by and between TECHNEST HOLDING, INC. (“Seller”) and ABERDEEN AVENUE LLC (“Purchaser”).

LEASE AGREEMENT
Lease Agreement • April 15th, 2005 • Technest Holdings Inc

This Agreement made this first day of November 2004, between SOUTHRIDGE HOLDINGS LLC as Landlord and TECHNEST HOLDINGS INC as Tenant of agreed upon Office #2 in the building known as 90 Grove Street Executive Pavilion, Ridgefield, Connecticut for the terms of three (3) years which will commence on the first of November 2004, and will end of November 30, 2007 upon the conditions and covenants following:

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