EXHIBIT
10.2





Technest
Holdings, Inc.


2006
Stock Award Plan,


As
amended  September 21, 2009









1. Purpose.The
purpose of this plan (the “Plan”) is to secure for Technest Holdings, Inc., a
Nevada corporation (the “Company”) and its shareholders the benefits arising
from capital stock ownership by employees, officers and directors of, and
consultants or advisors to, the Company and its parent and subsidiary
corporations who are expected to contribute to the Company’s future growth and
success.  Under the Plan recipients may be awarded shares of the
Company’s Common Stock (“Stock Awards”).  Except where the context
otherwise requires, the term “Company” shall include any parent and all present
and future subsidiaries of the Company as defined in Sections 424(e) and 424(f)
of the Internal Revenue Code of 1986, as amended or replaced from time to time
(the “Code”).




2. Administration.The
Plan shall be administered by the Board, whose construction and interpretation
of the terms and provisions of the Plan shall be final and
conclusive.  The Board may in its sole discretion issue Stock
Awards.  The Board shall have authority, subject to the express
provisions of the Plan, to construe Stock Award Agreements and the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of Stock Award Agreements, to determine the
fair market value of stock issued pursuant to a Stock Award, and to make all
other determinations in the judgment of the Board necessary or desirable for the
administration of the Plan.  The Board may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any Stock
Award Agreement in the manner and to the extent it shall deem expedient to carry
the Plan into effect and it shall be the sole and final judge of such
expediency.  No director or person acting pursuant to authority
delegated by the Board shall be liable for any action or determination under the
Plan made in good faith.  The Board may, to the full extent permitted
by or consistent with applicable laws or regulations, delegate any or all of its
powers under the Plan to a committee (the “Committee”) appointed by the Board,
and if the Committee is so appointed all references to the Board in the Plan
shall mean and relate to such Committee, other than references to the Board in
this sentence and in Section 2 (as to amendment or termination of the
Plan).




3. Eligibility.Stock
Awards may be issued to persons who are, at the time of such grant or issuance,
employees, officers or directors of, or consultants or advisors to, the
Company.




4. Stock Subject to
Plan.Subject to adjustment as provided in this Section 4, the
maximum number of shares of Common Stock which may be issued under the Plan is
two million (2,000,000) shares.   If, through or as a result of
any merger, consolidation, sale of all or substantially all of the assets of the
Company, reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar transaction, (i) the
outstanding shares of Common Stock are increased, decreased or exchanged for a
different number or kind of shares or other securities of the Company, or (ii)
additional shares or new or different shares or other securities of the Company
or other non-cash assets are distributed with respect to such shares of Common
Stock or other securities, an appropriate and proportionate adjustment may be
made in the maximum number and kind of shares reserved for issuance under the
Plan.




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5. Stock Award
Agreements.As a condition to the issuance of a Stock
Award, each recipient thereof shall execute an agreement (“Stock Award
Agreement”) in such form not inconsistent with the Plan as may be approved by
the Board of Directors.  Such Stock Award Agreements may differ among
recipients.




6. Other Employee
Benefits.The amount of any compensation deemed to be received
by an employee as a result of the grant of a Stock Award will not constitute
compensation with respect to which any other employee benefits of such employee
are determined, including, without limitation, benefits under any bonus,
pension, profit-sharing, life insurance or salary continuation plan, except as
otherwise specifically determined by the Board of Directors.




7. Amendment of the
Plan.The Board may at any time, and from time to time, modify
or amend in any respect or terminate the Plan.




8. Withholding.The
Company shall have the right to deduct from payments of any kind otherwise due
to the recipient of a Stock Award, any federal, state or local taxes of any kind
required by law to be withheld with respect to such award.




9. Effective Date.The
Plan shall become effective when adopted by the Board of Directors.




10. Requirements of
Law.  The Company shall not be required to issue any shares
under any Stock Award Agreement if the issuance of such shares shall constitute
a violation by the Stock Award recipient or by the Company of any provisions of
any law or regulation of any governmental authority.




11. Governing Law.This
Plan and each Stock Award Agreement shall be governed by the laws of
Massachusetts, without regard to its principles of conflicts of
law.




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