ASSET CONTRIBUTION
AGREEMENT





ASSET CONTRIBUTION AGREEMENT (the
“Agreement”)
entered into September 17, 2008, effective as of October 1, 2008 (the “Effective Date”)
between Technest Holdings, Inc., a Nevada corporation (“Holdings”), and
Technest, Inc., a Delaware corporation (“Inc”).





WITNESSETH




WHEREAS, Holdings wishes to transfer
certain of the assets and liabilities of Holdings to Inc and license certain
intellectual property to Inc, in exchange for Inc issuing certain shares of
common stock to Holdings and an option to license certain intellectual property
for commercialization; and




WHEREAS, upon the completion of this
Agreement, Holdings will be the record owner of forty-nine percent of Inc and
thereafter, Mr. Gino Pereira, Mr. Steven Yi, and Mr. Thomas Saunders, all of
whom are U.S. citizens, will collectively own fifty-one percent of
Inc.




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, Holdings agrees to contribute, and Inc
agrees to accept, all right, title and interest in and to those assets,
properties and business of Holdings existing as of the Effective Date, which
shall include all rights under the government contracts and pending government
awards set forth in Exhibit A to which
Holding is a party (the “Contributed
Assets”).




2.           Assumption of
Liabilities.  Upon the contribution of the Contributed Assets,
Inc shall assume and agree to pay or discharge when due only those liabilities
and obligations of Holdings associated with the Contributed
Assets.  Inc 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).




3.           License of Holdings
Intellectual Property.  As of the Effective Date, Holdings
hereby grants to Inc a perpetual, worldwide, non-exclusive, royalty-free,
non-transferable right and license (the “License”) to practice
any method under the Licensed Intellectual Property (as defined below)
throughout the License Term (as defined below) for research and development
purposes only.  In the event that after the Effective Date, Inc
hereafter creates any Inc Improvements (as defined below), Inc hereby grants to
Holdings a perpetual, worldwide, exclusive, sub-licensable, royalty-free right
and license to make, have made, use, sell, offer for sale and import products
and provide services and to practice any method under such Inc Improvements
throughout the License Term for all markets, applications and
uses.  Inc shall give Holdings notice of same and the opportunity to
obtain all documentation with respect thereto to enable Holdings to make use of
same pursuant to the terms of this Agreement.  The term of the license
granted hereunder (the “License Term”) shall
expire at the end of the term of the last to expire Licensed Patent (as defined
below) or unless terminated upon the mutual written consent of the parties. For
purposes of this Section, the following terms have the following
meaning:







“Inc Improvements”
means any enhancement to or modification or improvement of the Licensed Patents
and/or the Proprietary Information created by or on behalf of Inc.




“Licensed Intellectual
Property” means, subject to any rights of the United States Government
obtained in connection with its development, (i) the Licensed Patents, and (ii)
all trade secrets, proprietary information and other intellectual property
currently developed or currently under development by Holdings and/or any of its
subsidiaries that it currently owns or has transferable rights to including,
without limitation,  in each instance, all specifications, engineering
drawings, schematics, bills of materials, software source code and algorithms,
wiring diagrams, test procedures, assembly drawings, PCB artwork, and
other documents or files that would be required to manufacture,
test and/or improve such products and services with no limitations
(collectively, the “Proprietary
Information”).




“Licensed Patents”
means the Patents, Patent registrations and  Patent applications
identified on Exhibit
B and any and all Patents related thereto or improvements or enhancements
derived therefrom or from any such improvements or enhancements.




4.           Holdings’  Option
to License Inc Intellectual Property.  After the Effective
Date, within sixty (60) days of the development of any Inc Intellectual Property
(as defined below), Inc shall notify Holdings in writing with the specific
details of such Inc Intellectual Property (the “IP Notice”). Sixty
(60) days from the receipt of the IP Notice, Holdings shall have the option to
obtain, and upon exercise of such option, Inc agrees to grant to Holdings (the
“Option”), a
perpetual, worldwide, exclusive, sub-licensable right and license to make, have
made, use, sell, offer for sale and import products and provide services under
the Inc Intellectual Property for the sole purpose of commercializing products
and/or services in any and all commercial markets, subject to any rights of the
United States Government obtained in connection with its development. Within
such sixty-day period, Holdings shall notify Inc of its intention to exercise
the Option (the “Exercise Notice”).
Within sixty (60) days of receipt of the Exercise Notice, the parties will enter
into a license agreement specifying the other terms of the license, including a
commercially reasonable royalty rate. If within sixty (60) days from the receipt
of the IP Notice, Holdings does not give Inc notice of Holdings’ intention to
exercise the Option, the Option shall be deemed terminated.  Inc
agrees that prior to the expiration of such sixty-day period, it will not grant
any licenses with respect to the Inc Intellectual Property.




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For
purposes of this Section, the “Inc Intellectual
Property” means subject to any rights of the United States Government
obtained in connection with its development, (i) any patents, patent
registrations and patent applications developed by Inc, and (ii) any trade
secrets, proprietary information and other intellectual property developed by
Inc, including, without limitation, in each instance, all specifications,
engineering drawings, schematics, bills of materials, software source code and
algorithms, wiring diagrams, test procedures, assembly drawings, PCB artwork,
and other documents or files that would be required to manufacture,
test and/or improve such products and services with no
limitations.




5.           Employment of Holdings
Employees.  Upon the Effective Date, the employment of each of
the employees of Holdings set forth in Exhibit C shall be
transferred to Inc upon the same terms and conditions as existed immediately
prior to the Effective Date. Inc expressly agrees to assume all of the
obligations and responsibilities under relevant federal immigration law for
those employees of Holdings employed under a work visa.




6.           Consideration.  In
consideration of the sale of the Contributed Assets to Inc., and the granting of
the License, at the Effective Date, Inc shall assume the Assumed Liabilities and
shall issue Holdings 490 shares of its Common Stock, $0.001 par value per share,
representing 49% of the outstanding capital stock of Inc.




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




8.           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.




9.           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.




10.           Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of Delaware.




[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/ Nitin V.
      KotakName:
      Nitin V. KotakTitle:
      Chief Financial OfficerTECHNEST,
      INC.By: /s/ Gino M.
      PereiraName:
      Gino M. PereiraTitle:
      Chief Executive Officer and President














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