0001376474-12-000339 Sample Contracts

Contract
AccelPath, Inc. • October 4th, 2012 • 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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AMENDMENT TO LOAN AGREEMENT
Loan Agreement • October 4th, 2012 • AccelPath, Inc. • Measuring & controlling devices, nec

This Amendment dated as of October 2, 2012 between AccelPath, Inc., a Delaware corporation (the successor to Technest Holdings, Inc., a Nevada corporation) (the “Company”), and Albert Friesen (the “Lender”), to the Loan Agreement dated as of February 10, 2012 between such parties (the “Loan Agreement”) pursuant to which the Lender agreed to loan the Company Fifty Thousand Dollars ($50,000.00) and the Company issued a promissory note dated February 10, 2012 (the “Note”) for that purpose.

LOAN AGREEMENT
Loan Agreement • October 4th, 2012 • AccelPath, Inc. • Measuring & controlling devices, nec • Delaware

This Loan Agreement (the “Agreement”), effective as of October 1, 2012 (the “Effective Date”), is entered into by and among AccelPath, Inc., a Delaware corporation (the “Company”); and Khaldoon A. Aljerian (individually, the “Lender”).

FIRST ALLONGE TO PROMISSORY NOTE
Allonge • October 4th, 2012 • AccelPath, Inc. • Measuring & controlling devices, nec

This FIRST ALLONGE dated as of October 2, 2012 between AccelPath, Inc., a Delaware corporation (the successor to Technest Holdings, Inc., a Nevada corporation) (the “Maker”), and Albert Friesen (the “Payee”), to the Promissory Note dated as of February 10, 2012 in the amount of Fifty Thousand Dollars ($50,000.00) (as the same may be further amended, modified or supplemented from time to time, the “Note”), payable to the order of the Payee and made by the Maker.

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