WARRANT




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.




TECHNEST HOLDINGS, INC.




WARRANT TO PURCHASE COMMON STOCK




This
certifies that, for value received, TIMOTHY KING (the "Holder") is
entitled to subscribe for and purchase up to FIVE HUNDRED THOUSAND
(500,000) shares (subject to adjustment from time to time pursuant to the
provisions of Section 5 hereof) of fully paid and nonassessable Common Stock of
Technest Holdings, Inc., a Nevada corporation (the "Company"), at the
Warrant Price (as defined in Section 2 hereof), subject to the provisions and
upon the terms and conditions hereinafter set forth.




As used
herein, the term "Common Stock" shall mean the Company's Common Stock,
$.001 par value per share, and any stock into or for which such Common
Stock may hereafter be converted or exchanged.




1.

Term
of Warrant.  The purchase or conversion right represented by this
warrant (hereinafter the "Warrant") is exercisable, in whole or in part
at any time during the period commencing on the date hereof and continuing until
the fifth anniversary hereof.




2.

Warrant Price.  The initial exercise price of this
Warrant shall be equal to $0.01 per share, subject to adjustment from time to
time pursuant to the provisions of Section 5 hereof (the "Warrant
Price"). 




3.

Method of Exercise or Conversion; Payment; Issuance of New
Warrant.




(a)

Exercise.  Subject to Section 1 hereof, the purchase
right represented by this Warrant may be exercised by the Holder hereof, in
whole or in part, by the surrender of this Warrant (with the notice of exercise
form attached hereto as Exhibit 1 duly executed) at the principal office
of the Company and (i) by the payment to the Company, by check or wire transfer,
of an amount equal to the then applicable Warrant Price per share multiplied by
the number of shares then being purchased; or (ii) by exercise of the Conversion
Right under paragraph (b) below.  The Company agrees that the shares so
purchased shall be deemed to be issued to the Holder hereof as the record owner
of such shares as of the close of business on the date on which this Warrant
shall have been surrendered and payment (or exercise of the Conversion Right)
made for such shares as aforesaid.  In the event of any exercise of this
Warrant and,  in any event, certificates for the shares of stock so
purchased shall be delivered promptly to the Holder hereof (and, in any event,
within 15 days thereafter) and, unless this Warrant has been fully exercised or
expired, a new Warrant representing the portion of the shares, if any, with
respect to




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which
this Warrant shall not then have been exercised, shall also be issued promptly
to the Holder hereof (and, in any event, within fifteen (15) days).




(b)

Conversion.  Subject to Section 1 hereof, the Holder
may convert this Warrant (the "Conversion Right"), in whole or in part,
into the number of shares of Common Stock of the Company calculated pursuant to
the following formula by surrendering this Warrant (with the notice of exercise
form attached hereto as Exhibit 1 duly executed) at the principal office
of the Company specifying the number of shares of Common Stock of the Company,
the rights to purchase which the Holder desires to convert:




	
    	
    	
    	
	
       
	
      X   =
	
      Y (A - B)
	
       

	
       
	
       
	
           A
	
       






	
    	
    	
    	
	
      where:
	
      X
	
      =
	
      the number of shares
      of Common Stock to be issued to the Holder; 

	
       
	
       
	
       
	
       

	
       
	
      Y
	
      =
	
      the number of shares
      of Common Stock subject to this Warrant for which the Conversion Right is
      being exercised; 

	
       
	
       
	
       
	
       

	
       
	
      A
	
      =
	
      the fair market
      value of one share of Common Stock; and

	
       
	
       
	
       
	
       

	
       
	
      B
	
      =
	
      the Warrant
      Price.






As used herein, the fair
market value of a share of Common Stock with respect to each share of Common
Stock means (a) the average of the Closing Bid Prices per share of the Common
Stock on the OTC Bulletin Board or other principal stock exchange or quotation
system on which the Common Stock is then listed or quoted for the five Trading
Days immediately prior to the delivery of this Warrant to the Company together
with the Notice of Exercise, or (b) if the Common Stock is not listed then on
the OTC Bulletin Board or any stock exchange or quotation system, the average of
 the Closing Bid Prices for a share of Common Stock in such other
over-the-counter market, as reported by the Nasdaq Stock Market or in the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices for the five Trading Days
immediately prior to the delivery of this Warrant to the Company together with
the Notice of Exercise, or (c) if the Common Stock is not then reported by the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices, then the average of the "Pink
Sheet" quotes as determined in good faith by the Board of Directors for the five
Trading Days immediately prior to the delivery of this Warrant to the Company
together with the Notice of Exercise, or (d) if the Common Stock is not then
publicly traded the fair market value of a share of Common Stock as determined
in good faith by the Board of Directors. "Closing Bid Price" shall mean the
closing bid price (as reported by Bloomberg L.P.) of the Common Stock on the OTC
Bulletin Board or such other exchange or trading facility on which the Common
Stock is traded. "Trading Day" shall mean (a) a day on which the Common Stock is
traded on the OTC Bulletin Board or other stock exchange or market on which the
Common Stock has been listed, or (b) if the Common Stock is not quoted on the
OTC Bulletin Board, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization




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or agency succeeding its
functions of reporting prices).




The Company agrees that the shares so
converted shall be deemed to be issued to the Holder hereof as the record owner
of such shares as of the close of business on the date on which this Warrant
shall have been surrendered as aforesaid.  In the event of any conversion
of this Warrant, certificates for the shares of stock so converted shall be
delivered promptly to the holder hereof (and, in any event, within 15 days
thereafter) and, unless this Warrant has been fully converted or expired, a new
Warrant representing the portion of the shares, if any, with respect to which
this Warrant shall not then have been converted, shall also be issued promptly
to the holder hereof (and, in any event, within fifteen (15) days).




4.

Stock Fully Paid; Reservation of Shares.  All Common
Stock which may be issued upon the exercise or conversion of this Warrant will,
upon issuance, be duly authorized, validly issued, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.
 During the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized, and reserved for
the purpose of the issuance upon exercise of the purchase rights evidenced by
this Warrant, a sufficient number of shares of its Common Stock to provide for
the exercise of the rights represented by this Warrant.  




5.

Adjustment of Purchase Price and Number of Shares.
 The kind of securities purchasable upon the exercise of this Warrant, the
Warrant Price and the number of shares purchasable upon exercise of this Warrant
shall be subject to adjustment from time to time upon the occurrence of certain
events as follows:




(a)

Reclassification, Consolidation or Merger.  In case of
any reclassification, recapitalization, reorganization or change of outstanding
securities of the class issuable upon exercise of this Warrant (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination), or in case of any
consolidation or merger of the Company with or into another corporation, other
than a merger with another corporation in which the Company is a continuing
corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant, or in case of any
sale of all or substantially all of the assets of the Company, the Company, or
such successor or purchasing corporation, as the case may be, shall execute a
new Warrant, providing that the Holder of this Warrant shall have the right to
exercise suc h new Warrant and procure upon such exercise, in lieu of each share
of Common Stock theretofore issuable upon exercise of this Warrant, the kind and
amount of shares of stock, other securities, money and property receivable upon
such reclassification, recapitalization, reorganization, change, consolidation,
or merger by a holder of one share of Common Stock.  Such new Warrant shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 5.  No
consolidation or merger of the Company with or into another corporation referred
to in the first sentence of this paragraph (a) shall be consummated unless the
successor or purchasing corporation referred to above shall have agreed to issue
a new Warrant as provided in this Section 5.  The provisions of this
subsection (a) shall similarly apply to successive reclassification, changes,
consolidations, mergers and transfers.




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(b)

Subdivision or Combination of Shares.  If the Company
at any time while this Warrant remains outstanding and unexpired shall subdivide
or combine its Common Stock, the Warrant Price shall be proportionately
decreased in the case of a subdivision or increased in the case of a
combination.




(c)

Stock Dividends.  If the Company at any time while
this Warrant is outstanding and unexpired shall pay a dividend with respect to
Common Stock payable in, or make any other distribution with respect to Common
Stock (except any distribution specifically provided for in the foregoing
subparagraphs (b) or (c)) of, Common Stock, then the Warrant Price shall be
adjusted, from and after the date of determination of stockholders entitled to
receive such dividend or distribution, to that price determined by multiplying
the Warrant Price in effect immediately prior to such date of determination by a
fraction (a) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution and
(b) the denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution.




(d)

Cash Dividends and Distributions.  If at any time or
from time to time the holders of Common Stock (or any shares of stock or other
securities at the time receivable upon the exercise of this Warrant) shall have
received or become entitled to receive, without payment therefor, any cash,
stock, other securities or property, the holder hereof shall, upon the exercise
of this Warrant, receive, in addition to the number of shares of Common Stock
receivable thereupon, and without payment of any additional consideration
therefor, the amount of cash, stock, other securities and property which such
holder would have received had he been the holder of record of such Common Stock
as of the date on which holders of Common Stock received or became entitled to
receive such cash, stock, other securities and property.




(e)

Adjustment of Number of Shares.  Upon each adjustment
in the Warrant Price pursuant to any of Sections 5 (a) through (c), the number
of shares of Common Stock purchasable hereunder shall be adjusted, to the
nearest whole share, to the product obtained by multiplying the number of shares
purchasable immediately prior to such adjustment in the Warrant Price by a
fraction, the numerator of which shall be the Warrant Price immediately prior to
such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter.




6.

Notice of Adjustments.  Whenever any Warrant Price
shall be adjusted pursuant to Section 5 hereof, the Company shall prepare a
certificate signed by its chief financial officer setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated, the Warrant Price after giving
effect to such adjustment and the number of shares then purchasable upon
exercise of this Warrant, and shall cause copies of such certificate to be
mailed (by first class mail, postage prepaid) to the holder of this Warrant at
the address specified in Section 10(d) hereof, or at such other address as may
be provided to the Company in writing by the holder of this Warrant.




7.

Fractional Shares.  No fractional shares of Common
Stock will be issued in connection with any exercise hereunder, but in lieu of
such fractional shares the Company shall




4











make a cash payment
therefor upon the basis of the Warrant Price then in effect.




8.

Compliance with the Act.  The holder of this Warrant,
by acceptance hereof, agrees that this Warrant and the shares of Common Stock to
be issued upon exercise hereof are being acquired for investment for such
holder's own account and not with a view toward distribution thereof, and that
it will not offer, sell or otherwise dispose of this Warrant or any shares of
Common Stock to be issued upon exercise hereof unless this Warrant has been
registered under the Act and applicable state securities laws or registration
under applicable state securities laws is not required and (ii) if reasonably
requested by the Company, 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.




9.

Transfer of Warrant. This Warrant may be transferred to or
succeeded by any person; provided, however, that the Company is
given prior written notice by the transferee at the time of such transfer
stating the name and address of the transferee and identifying the securities
with respect to which such rights are being assigned; provided,
further that the transferee shall not be deemed to be a competitor of the
Company. 




10.

Miscellaneous.




(a)

No Rights as Shareholder.  Except as provided in the
Agreement, no holder of the Warrant or Warrants shall be entitled to vote or
receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the holder of this Warrant, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value or change of
stock to no par value, consolidation, merger, conveyance or otherwise) or to
receive notice of meetings, or to receive dividends or subscription rights or
otherwise until the Warrant or Warrants shall have been exercised and the shares
purchasable upon the exercise hereof shall have become deliverable, as provided
herein.




(b)

Replacement.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement, or bond reasonably satisfactory in form and amount to the
Company or, in the case of mutilation, on surrender and cancellation of this
Warrant, the Company, at its expense, will execute and deliver, in lieu of this
Warrant, a new Warrant of like tenor.




(c)

Notice of Capital Changes.  In case:




(i)

the Company shall declare any dividend or distribution payable to
the holders of its Common Stock;




(ii)

there shall be any capital reorganization or reclassification of
the capital stock of the Company (other than for purposes of a change in
domicile), or




5











consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another corporation or business organization
in which the holders of the Company's voting securities before the transaction
beneficially own less than 50% of the voting securities of the surviving entity;
or




(iii)

there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;




then,
in any one or more of said cases, the Company shall give the holder of this
Warrant written notice, in the manner set forth in subparagraph (d) below, of
the date on which a record shall be taken for such dividend, or distribution or
for determining stockholders entitled to vote upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up and of the date when any such transaction shall take place, as the
case may be.  Such written notice shall be given at least 10 days prior to
the transaction in question and not less than 10 days prior to the record date
in respect thereof.




(d)

Notice.  Any notice given to either party under this
Warrant shall be in writing, and any notice hereunder shall be deemed to have
been given upon the earlier of delivery thereof by hand delivery, by courier, or
by standard form of telecommunication or three (3) business days after the
mailing thereof if sent registered mail with postage prepaid, addressed to the
Company at its principal executive offices and to the holder at its address set
forth in the Company's books and records or at such other address as the holder
may have provided to the Company in writing.




(e)

Governing Law.  This Warrant shall be governed by and
construed under the laws of the State of Delaware.




(f)

Issue Tax.  The issuance of certificates for shares of
Common Stock upon the exercise of the Warrant shall be made without charge to
the holder of the Warrant for any issue tax in respect thereof; provided,
however, that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the then holder of the Warrant being
exercised.




(g)

Amendments and Waiver. Any term of this Warrant may be
amended or waived only with the written consent of the Company and by the holder
of the Warrant.  In the event that such required consent is obtained, such
amendment or waiver shall be binding on the holder of this Warrant and such
holders' assigns.  Any such waiver of a breach of any provision of this
Warrant shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Warrant.




(h)

Legend.  Certificates for shares of Common Stock
delivered to the holder shall bear the following legend or a legend in
substantially similar form:




"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY




6











OTHER
SECURITIES LAWS.  THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO DISTRIBUTION OR RESALE.  SUCH SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH
SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY OTHER APPLICABLE SECURITIES
LAWS, UNLESS THE HOLDER SHALL HAVE OBTAINED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."




IN
WITNESS WHEREOF, this Warrant is executed as of this 18th day of April,
2012.




	
    	
    	
	
       
	
      Technest Holdings, Inc.

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      By:
	
      /s/ Shekhar Wadekar

	
       
	
      Name:
	
      Shekhar Wadekar

	
       
	
      Title:
	
      CEO






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EXHIBIT 1




NOTICE OF
EXERCISE




TO:

Technest Holdings, Inc.




1.

Check
Box that Applies:




__

The
undersigned hereby elects to purchase _______ shares of Common Stock of Technest
Holdings, Inc. pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price of such shares in full.




__

The
undersigned hereby elects to convert the attached warrant into _________ shares
of Common Stock of Technest Holdings, Inc. pursuant to the terms of the attached
Warrant.




2.

Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified below:




	
    	
    	
	
       
	
       
	
       

	
       
	
      (Name)
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
       
	
       

	
       
	
      (Address)
	
       






3.

The undersigned
represents that the aforesaid shares of Common Stock are being acquired for the
account of the undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares.




	
    	
	
       
	
       

	
       
	
      Signature






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