0001376474-12-000144 Sample Contracts

LOAN AGREEMENT
Loan Agreement • May 21st, 2012 • AccelPath, Inc. • Measuring & controlling devices, nec • Delaware

This Loan Agreement (the "Agreement"), effective as of April 18, 2012 (the "Effective Date"), is entered into by and among Technest Holdings, Inc., a Nevada corporation (the "Company"); and Timothy King (collectively, the "Lenders" and individually, a "Lender").

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WARRANT
Warrant • May 21st, 2012 • AccelPath, Inc. • Measuring & controlling devices, nec • Delaware

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

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