**Exhibit
      10.2**




**ASSET
      CONTRIBUTION AGREEMENT**





ASSET
      CONTRIBUTION AGREEMENT (the “ Agreement ”)
      dated
      as of November 1, 2006 (the “ Effective
      Date ”)
      between Technest Holdings, Inc., a Nevada corporation (“ Technest ”),
      and
      Genex Technologies Incorporated, a Maryland corporation and wholly owned
      subsidiary of Technest (“ Genex ”).





WITNESSETH




WHEREAS,
      Technest is the record owner of all of the outstanding capital stock of Genex
      and therefore, Genex is a wholly-owned subsidiary of Technest; and




WHEREAS,
      Technest and Genex wish to transfer certain of the assets and liabilities of
      Genex to Technest.




NOW
      THEREFORE, in consideration of the foregoing and of the mutual covenants set
      forth below, the parties hereby agree as follows:




1. Contribution
      of Assets .
      Subject
      to the provisions of this Agreement and effective as of the Effective Date,
      Genex agrees to contribute, and Technest agrees to accept, all right, title
      and
      interest in and to those assets, properties and business of Genex existing
      as of
      the Effective Date, which shall include (i) all rights under contracts,
      agreements or instruments to which Genex is a party, such as all of Genex’s
      government contracts, (ii) all rights, title and interest in Genex’s
      intellectual property, equipment and fixtures (the “ Contributed
      Assets ”),but
      shall exclude those assets set forth in Schedule
      A attached
      hereto.




2. Assumption
      of Liabilities .
      Upon
      the contribution of the Contributed Assets, Technest shall assume and agree
      to
      pay or discharge when due only those liabilities and obligations of Genex set
      forth on Schedule
      B attached
      hereto. Technest expressly does not and shall not assume
      any other liabilities or obligations (whether known or unknown, whether absolute
      or contingent, whether liquidated or unliquidated, whether due or to become
      due,
      and whether claims with respect thereto are asserted before or after the
      Effective Date), including, but not limited to, liabilities or obligations
      related to or arising from grossly negligent, reckless or willful actions or
      omissions by Jason Geng, in his personal capacity or in his capacity as an
      officer or director of Genex.




3. Employment
      of Genex Employees .
      Upon
      the Effective Date, the employment of each of the employees of Genex shall
      be
      transferred to Technest upon the same terms and conditions as existed
      immediately prior to the Effective Date Technest expressly agrees to assume
      all
      of the obligations and responsibilities under relevant federal immigration
      law
      for those employees of Genex employed under a work visa.




4. Consideration .
      In
      consideration of the sale of the Contributed Assets to Technest, at the
      Effective Date, Technest shall assume the Assumed Liabilities.




5. Transfer
      of Purchased Assets .
      Not
      later than the Effective Date, Genex shall deliver or cause to be delivered
      to
      Technest good and sufficient instruments of assignment or transfer transferring
      to Technest title to all the Contributed Assets.







6. Further
      Assurances .
      Prior
      to and after the Effective Date, each of the parties shall execute such
      documents, further instruments of transfer and assignment and other papers
      and
      take such further actions as may be reasonably required or desirable to carry
      out the provisions hereof and the transactions contemplated hereby.




7. Entire
      Agreement .
      This
      Agreement and all other documents executed in connection with the consummation
      of the transactions contemplated herein contain the entire agreement among
      the
      parties with respect to the transfer of the Contributed Assets and supersede
      all
      prior agreements, written or oral, with respect thereto.




8. Governing
      Law .
      This
      Agreement shall be governed and construed in accordance with the laws of The
      Commonwealth of Massachusetts. The parties hereto intend to and hereby confer
      jurisdiction to enforce the provisions of this Agreement, upon the courts of
      Massachusetts. The parties hereto hereby acknowledge and agree that any breach
      of their respective obligations under this Agreement or any other agreement
      executed in connection herewith shall be deemed to have occurred at Boston,
      Massachusetts and that such party has purposely established minimum contact
      in
      Boston, Massachusetts within the meaning of all applicable law. Each of the
      parties hereto consents to the jurisdiction of said court or courts in
      Massachusetts and to service of process by certified mail, return receipt
      requested, or by any other manner provided by law. In the case of any claim
      involving the parties hereto, any legal action, suit or proceeding arising
      out
      of or relating to such claim may be instituted against such persons in any
      state
      or federal court located in Boston, Massachusetts and each such party agrees
      not
      to assert, by way of motion, as a defense, or otherwise, in any such action,
      suit or proceeding, any claim that it is not subject personally to the
      jurisdiction of such courts, that the action, suit or proceeding is brought
      in
      an inconvenient forum, that the venue of the action, suit or proceeding is
      improper or that this Agreement or the subject matter hereof may not be enforced
      in or by such court.




[Signature
      page follows]




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IN
      WITNESS WHEREOF, the parties have executed this Agreement under seal as of
      the
      date first above written.




TECHNEST
              HOLDINGS,
              INC.By:
            /s/ Joseph
              P.
              MackinName:
              Joseph P. MackinTitle:
              Chief Executive Officer


GENEX
                TECHNOLOGIES
                INCORPORATEDBy:
              /s/ Gino
                M.
                PereiraName:
                Gino M. PereiraTitle:
                Chief Financial Officer






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