0001324468-06-000016 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • Massachusetts

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 13, 2006 (the “Effective Date”), by and among Technest Holdings, Inc. (with its subsidiaries, the “Company”), a Nevada corporation, and Joseph P. Mackin (the “Executive”) located in Quincy, Massachusetts.

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RELEASE AND INDEMNIFICATION AGREEMENT
Release and Indemnification Agreement • March 17th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec

This Release and Indemnification Agreement (this “Agreement”) is made this 13th day of March, 2006, by and between Robert Tarini (“Executive”), a resident of the State of Rhode Island, and Technest Holdings, Inc., and its subsidiaries and affiliates (collectively, the “Company”). The signatories to this Agreement will be referred to jointly as the “Parties.”

CONFIDENTIAL *** RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • March 17th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • Massachusetts

FOR VALUE RECEIVED, [____________] hereby sells, assigns and transfers to Technest Holdings, Inc., a Nevada corporation (the “Company”), a total of ______________ shares of the Common Stock of the Company standing in his name on the books of the Company represented by stock certificate number ___ to be delivered herewith, and does hereby irrevocably constitute and appoint ______________________ as attorney to transfer said shares on the books of the Company with full power of substitution in the premises.

CONFIDENTIAL *** RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • March 17th, 2006 • Technest Holdings Inc • Measuring & controlling devices, nec • Massachusetts

FOR VALUE RECEIVED, [____________] hereby sells, assigns and transfers to Technest Holdings, Inc., a Nevada corporation (the “Company”), a total of ______________ shares of the Common Stock of the Company standing in his name on the books of the Company represented by stock certificate number ___ to be delivered herewith, and does hereby irrevocably constitute and appoint ______________________ as attorney to transfer said shares on the books of the Company with full power of substitution in the premises.

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