<PAGE>

                                                                   EXHIBIT 99.1


                                    DELAWARE
                            -----------------------            PAGE 1
                                 The First Date


         I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:

         "MTECH ACQUISITION, INC.", A DELAWARE CORPORATION,

         WITH AND INTO GENEX TECHNOLOGIES, INC." UNDER THE NAME OF "GENEX
TECHNOLOGIES, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE
STATE OF MARYLAND, AS RECEIVED AND FILED IN THIS OFFICE THE FOURTEENTH DAY OF
FEBRUARY, A.D. 2005, AT 2:13 O'CLOCK P.M.

         A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS









                                       /S/ HARRIET SMITH WINDSOR
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
3925853  8100M          [SEAL]             AUTHENTICATION:  3683038

050119212                                            DATE:  02-14-05


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    State of Delaware
    Secretary of State
  Division of Corporations
Delivered 02:21 PM 02/14/2005
  FILED 02:13 PM 02/14/2005
SRV 050119212 - 3924490 FILE

                             CERTIFICATE OF MERGER
                                       OF
                MTECH ACQUISITION, INC., A DELAWARE CORPORATION,
                                 WITH AND INTO
                GENEX TECHNOLOGIES, INC., A MARYLAND CORPORATION

         The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY:

         FIRST:   The name and state of incorporation of each of the constituent
corporations of the merger are as follows:

         Name                                State of Incorporation
         ----                                ----------------------

         Genex Technologies, Inc.                  Maryland
         MTECH Acquisitions, Inc.                  Delaware

         SECOND:   An agreement and plan of merger (the "MERGER AGREEMENT") has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 252 of
the General Corporation Law of the State of Delaware and in accordance with the
organizational documents of the parties.

         THIRD:   The Merger Agreement was duly approved by the shareholders of
Genex Technologies, Inc. in the manner required by Title 3, Subtitle 1, Section
3-105 of the Maryland General Corporations Law and by the articles of
incorporation of Genex Technologies, Inc.

         FOURTH:   The name of the surviving corporation is "Genex Technologies,
Inc.", a Maryland corporation.

         FIFTH:   The certificate of incorporation of Genex Technologies, Inc.,
a Maryland corporation, as in effect immediately prior to the merger, shall be
the certificate of incorporation of the surviving corporation.

         SIXTH:   An executed copy of the Merger Agreement is on file at the
principal place of business of the surviving corporation, which is located at
10605 Concord Street, Suite 500, Kensington, MD 20895-2504.

         SEVENTH:   A copy of the Merger Agreement will be furnished by the
surviving corporation, on request and without cost, to any stockholder or member
of either constituent corporation.

         EIGHTH:   That Genex Technologies, Inc. hereby agrees that it may be
served with process in Delaware in any proceeding for enforcement of any
obligation of MTECH Acquisition, Inc., as well as for enforcement of any
obligation of Genex Technologies, Inc. arising from the merger, including any
suit or other proceeding to enforce the right of any stockholder as determined
in appraisal proceedings pursuant to Section 262 of the General Corporation Law
of the State of Delaware, and Genex Technologies, Inc. hereby irrevocably
appoints the Secretary of State of the State of Delaware as its agent to accept
service of process in any such suit or other proceedings. A copy of such process
shall be mailed by the Secretary of State to Genex Technologies, Inc. at the
following address:

         10605 Concord Street, Suite 500
         Kensington, MD 20895-2504


                                       1



<PAGE>


                                             DATED: FEBRUARY 14, 2005

                                             GENEX TECHNOLOGIES, INC.


                                             /S/ JOSEPH MACKIN
                                             --------------------------------
                                             By: Joseph Mackin, President






Certificate of Merger (Delaware)