**Exhibit
      10.1**




This
      Consulting Agreement, dated effective October 1, 2007 (this “Agreement”), is
      made and entered into by and among E-OIR Technologies, Inc., a Virginia
      corporation (the “Company”) and Robert Doto (the “Consultant”).




**ARTICLE
      1 - SCOPE OF WORK**





**1.1**           **Services**
      - The
      Company has engaged Consultant to provide services in connection with the
      Company’s strategic initiatives with the US Army and other government and
      commercial entities as the Company may from time to time reasonably request
      (collectively, the “consulting services”).




**1.2 Time
      and Availability**- Consultant will devote up to 40 hours per month in performing
      the services for the Company as stated herein.  Consultant shall have
      discretion in selecting the dates and times it performs such consulting services
      throughout the month giving due regard to the needs of the Company’s
      business.  If the Company deems it necessary for the Consultant to
      provide more than 40 hours in any month, Consultant is not obligated to
      undertake such work unless Consultant is able to perform such additional
      services and the Company pays Consultant $200 per hour for such additional
      work
      performed.




**1.3****Confidentiality**- In order for Consultant to perform the consulting services,
      it
      may be necessary for the Company to provide Consultant with Confidential
      Information (as defined below) regarding the Company’s business and
      products.  The Company will rely heavily upon Consultant’s integrity
      and prudent judgment to use this information only in the best interests of
      the
      Company.




**1.4****Standard
      of Conduct**- In rendering consulting services under this Agreement,
      Consultant shall conform to high professional standards of work and business
      ethics.  Except to perform the consulting services hereunder,
      Consultant shall not use time, materials, or equipment of the Company without
      the prior written consent of the Company.  In no event shall
      Consultant take any action or accept any assistance or engage in any activity
      that would result in any university, governmental body, research institute
      or
      other person, entity or organization acquiring any rights of any nature in
      the
      results of work performed by or for the Company.




**1.5****Outside
      Services**- Consultant shall not use the service of any other person,
      entity or organization in the performance of Consultant’s duties without the
      prior written consent of an officer of the Company.  Should the
      Company consent to the use by Consultant of the services of any other person,
      entity or organization, no information regarding the services to be performed
      under this Agreement shall be disclosed to that person, entity or organization
      until such person, entity or organization has executed an agreement to protect
      the confidentiality of the Company’s Confidential Information (as defined below)
      and the Company’s absolute and complete ownership of all right, title and
      interest in the work performed under this Agreement.




**1.6****Reports**-
      Consultant shall on a monthly basis provide an activity report to the Company
      setting forth the Consultant’s activities for the month and the amount of hours
      worked.  Upon the termination of this Agreement, Consultant shall,
      upon the request of Company, prepare a final report of Consultant’s
      activities.









**ARTICLE
      2 - INDEPENDENT CONTRACTOR**





**2.1****Independent
      Contractor**- Consultant is an independent contractor and is not an
      employee, partner, or co-venturer of, or in any other service relationship
      with,
      the Company.  The manner in which Consultant’s services are rendered
      shall be within Consultant’s sole control and discretion.  Consultant
      is not authorized to speak for, represent, or obligate the Company in any manner
      without the prior express written authorization from an officer of the
      Company.




**2.2****Taxes**-
      Consultant shall be responsible for all taxes arising from compensation and
      other amounts paid under this Agreement, and shall be responsible for all
      payroll taxes and fringe benefits of Consultant’s employees.  Neither
      federal, nor state, nor local income tax, nor payroll tax of any kind, shall
      be
      withheld or paid by the Company on behalf of Consultant or its
      employees.  Consultant understands that it is responsible to pay,
      according to law, Consultant’s taxes and Consultant shall, when requested by the
      Company, properly document to the Company that any and all federal and state
      taxes have been paid.




**2.3 Benefits**- Consultant and Consultant’s employees will not be eligible
      for, and shall not participate in, any employee pension, health, welfare, or
      other fringe benefit plan, of the Company.  No workers' compensation
      insurance shall be obtained by Company covering Consultant or Consultant’s
      employees.




**ARTICLE
      3 - COMPENSATION FOR CONSULTING SERVICES**





**3.1****Compensation**-
      The Company shall pay to Consultant $8,000.00 per month (for up to 40 hours
      of
      services per month) for services rendered to the Company under this Agreement.
      A
      written activity report shall be provided by the Consultant to the Company
      with
      each monthly invoice setting forth the Consultant’s activity. To the extent the
      Consultant works more than 40 hours per month, the Consultant’s hours worked
      shall be reflected in the written activity report submitted to the
      Company.  The Company agrees to pay Consultant $200 per hour for such
      additional work performed. The monthly compensation shall be paid on the fifth
      business day of the month following the Company’s receipt of the activity report
      and the invoice. For avoidance of doubt, this Agreement does not cover any
      services performed by Consultant for serving on the board of directors of
      Technest Holdings, Inc. and Consultant should not commingle any compensation
      or
      expenses owed to him for such services in any activity report or monthly invoice
      submitted to the Company for the consulting services performed under this
      Agreement.




**3.2****Reimbursement**-
      The Company agrees to reimburse Consultant for all actual reasonable and
      necessary expenditures, which are directly related to the consulting services
      and reimbursable based on Company policy and FAR and DFARS regulations governing
      allowable costs.  These expenditures include, but are not limited to,
      expenses related to travel (i.e. airfare, hotel, temporary housing, meals,
      parking, taxis, mileage, etc.), telephone calls, and postal expenditure.
      Expenses shall be provided as part of the monthly invoice and shall include
      proper backup documentation for expenses.  Documents include
      itineraries, receipts, per diems based on the JTR,https://secureapp2.hqda.pentagon.mil/perdiem/perdiemrates.html. Expenses
      shall be reimbursed by the Company at the same time as the monthly invoices
      are
      paid to the Consultant.




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**ARTICLE
      4 - TERM AND TERMINATION**





**4.1 Term**- This Agreement shall be effective as of October 1, 2007,
      and
      shall continue in full force and effect for 12 consecutive
      months.  The Company and Consultant may negotiate to extend the term
      of this Agreement and the terms and conditions under which the relationship
      shall continue.




**4.2 Termination**- The Company may terminate this Agreement for “Cause,” after
      giving Consultant written notice of the reason.  Cause means: (1)
      Consultant has breached the provisions of Article 5 or 7 of this Agreement
      in
      any respect, or materially breached any other provision of this Agreement and
      the breach continues for 30 days following receipt of a notice from the Company;
      (2) Consultant has committed fraud, misappropriation or embezzlement in
      connection with the Company’ s business; (3) Consultant has been convicted of a
      felony, or (4) Consultant’s use of narcotics, liquor or illicit drugs has a
      detrimental effect on the performance of her employment responsibilities, as
      determined by the Company.




**4.3****Responsibility
      upon Termination**- Any equipment provided by the Company to the Consultant in
      connection with or furtherance of Consultant’s services under this Agreement,
      including, but not limited to, computers, laptops, and personal management
      tools, shall, immediately upon the termination of this Agreement, be returned
      to
      the Company.




**4.4****Survival**-
      The
      provisions of Articles 5, 6, 7 and 8 of this Agreement shall survive the
      termination of this Agreement and remain in full force and effect
      thereafter.




**ARTICLE
      5 - CONFIDENTIAL INFORMATION**





**5.1****Obligation
      of Confidentiality**- In performing consulting services under this Agreement,
      Consultant may be exposed to and will be required to use certain “Confidential
      Information” (as hereinafter defined) of the Company.  Consultant
      agrees that Consultant will not and Consultant’s employees, agents or
      representatives will not, use, directly or indirectly, such Confidential
      Information for the benefit of any person, entity or organization other than
      the
      Company, or disclose such Confidential Information without the written
      authorization of the President of the Company, either during or after the term
      of this Agreement, for as long as such information retains the characteristics
      of Confidential Information.




**5.2****Definition**-
      “Confidential Information” means information, not generally known, and
      proprietary to the Company or to a third party for whom the Company is
      performing work, including, without limitation, information concerning any
      patents or trade secrets, confidential or secret designs, processes, formulae,
      source codes, plans, devices or material, research and development, proprietary
      software, analysis, techniques, materials or designs (whether or not patented
      or
      patentable), directly or indirectly useful in any aspect of the business of
      the
      Company, any vendor names, customer and supplier lists, databases, management
      systems and sales and marketing plans of the Company, any confidential secret
      development or research work of the Company, or any other confidential
      information or proprietary aspects of the business of the
      Company.  All information which Consultant acquires or becomes
      acquainted with during the period of this Agreement, whether developed by
      Consultant or by others, which Consultant has a reasonable basis to believe
      to
      be Confidential Information, or which is treated by the Company as being
      Confidential Information, shall be presumed to be Confidential
      Information.




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**5.3****Property
      of the Company**- Consultant agrees that all plans, manuals and specific
      materials developed by the Consultant on behalf of the Company in connection
      with services rendered under this Agreement, are and shall remain the exclusive
      property of the Company.  Promptly upon the expiration or termination
      of this Agreement, or upon the request of the Company, Consultant shall return
      to the Company all documents and tangible items, including samples, provided
      to
      Consultant or created by Consultant for use in connection with services to
      be
      rendered hereunder, including without limitation all Confidential Information,
      together with all copies and abstracts thereof.




**ARTICLE
      6 - RIGHTS AND DATA**





**6.1 Data**-All
      drawings, models, designs, formulas, methods, documents and tangible items
      prepared for and submitted to the Company by Consultant in connection with
      the
      services rendered under this Agreement shall belong exclusively to the Company
      and shall be deemed to be works made for hire (the “Deliverable
      Items”).  To the extent that any of the Deliverable Items may not, by
      operation of law, be works made for hire, Consultant hereby assigns to the
      Company the ownership of copyright or mask work in the Deliverable Items, and
      the Company shall have the right to obtain and hold in its own name any
      trademark, copyright, or mask work registration, and any other registrations
      and
      similar protection which may be available in the Deliverable
      Items.  Consultant agrees to give the Company or its designees all
      assistance reasonably required to perfect such rights.





**ARTICLE
      7 - CONFLICT OF INTEREST AND NON-SOLICITATION**





**7.1****Conflict
      of Interest**– Consultant agrees to raise in a timely manner any potential
      or
      actual conflict of interest to the CEO of the Company for mutual
      resolution.





**7.2****Non-Solicitation**- Consultant covenants and agrees that during the term of this
      Agreement, Consultant will not, directly or indirectly, through an existing
      corporation, unincorporated business, affiliated party, successor employer,
      or
      otherwise, solicit, hire for employment or work with, on a part-time,
      consulting, advising or any other basis, other than on behalf of the Company
      any
      employee or independent contractor employed by the Company while Consultant
      is
      performing services for the Company.




**ARTICLE
      8 - RIGHT TO INJUNCTIVE RELIEF**





Consultant
      acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are
      reasonably necessary to protect the legitimate interests of the Company, are
      reasonable in scope and duration, and are not unduly
      restrictive.  Consultant further acknowledges that a breach of any of
      the terms of Articles 5, 6, or 7 of this Agreement will render irreparable
      harm
      to the Company, and that a remedy at law for breach of the Agreement is
      inadequate, and that the Company shall therefore be entitled to seek any and
      all
      equitable relief, including, but not limited to, injunctive relief, and to
      any
      other remedy that may be available under any applicable law or agreement between
      the parties.  Consultant acknowledges that an award of damages to the
      Company does not preclude a court from ordering injunctive
      relief.  Both damages and injunctive relief shall be proper modes of
      relief and are not to be considered as alternative remedies.




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**ARTICLE
      9 - GENERAL PROVISIONS**





**9.1**           **Construction
      of Terms**- If any provision of this Agreement is held unenforceable
      by a
      court of competent jurisdiction, that provision shall be severed and shall
      not
      affect the validity or enforceability of the remaining provisions.




**9.2**           **Governing
      Law**-
      This Agreement shall be governed by and construed in accordance with the
      internal laws (and not the laws of conflicts) of the Commonwealth of
      Virginia.




**9.3**           **Complete
      Agreement**- This Agreement constitutes the complete agreement and sets
      forth the entire understanding and agreement of the parties as to the subject
      matter of this Agreement and supersedes all prior discussions and understandings
      in respect to the subject of this Agreement, whether written or
      oral.




**9.4**           **Dispute
      Resolution**- If there is any dispute or controversy between the parties
      arising out of or relating to this Agreement, the parties agree that such
      dispute or controversy will be arbitrated in accordance with proceedings under
      American Arbitration Association rules, and such arbitration will be the
      exclusive dispute resolution method under this Agreement.  The
      decision and award determined by such arbitration will be final and binding
      upon
      both parties.  All costs and expenses, including reasonable attorney’s
      fees and expert’s fees, of all parties incurred in any dispute which is
      determined and/or settled by arbitration pursuant to this Agreement will be
      borne by the party determined to be liable in respect of such dispute; provided,
      however, that if complete liability is not assessed against only one party,
      the
      parties will share the total costs in proportion to their respective amounts
      of
      liability so determined.  Except where clearly prevented by the area
      in dispute, both parties agree to continue performing their respective
      obligations under this Agreement until the dispute is resolved.




**9.5**           **Modification**-
      No modification, termination or attempted waiver of this Agreement, or any
      provision thereof, shall be valid unless in writing signed by the party against
      whom the same is sought to be enforced.




**9.6**           **Waiver
      of Breach**- The waiver by a party of a breach of any provision of this
      Agreement by the other party shall not operate or be construed as a waiver
      of
      any other or subsequent breach by the party in breach.




**9.7**           **Successors
      and Assigns**- This Agreement may not be assigned by either party without
      the
      prior written consent of the other party; provided, however, that the Agreement
      shall be assignable by the Company without Consultant’s consent in the event the
      Company is acquired by or merged into another corporation or business
      entity.  The benefits and obligations of this Agreement shall be
      binding upon and inure to the parties hereto, their successors and
      assigns.




**9.8**           **No
      Conflict**-
      Consultant warrants that Consultant has not previously assumed any obligations
      inconsistent with those undertaken by Consultant under this
      Agreement.




IN
      WITNESS WHEREOF, this Agreement is executed as of the date set forth
      above.




E-OIR
                TECHNOLOGIES, INC.
            Robert
                DotoBy:
                  /s/ Joseph P.
                  Mackin
            By: /s/ Robert
                  DotoIts: President
            Its:  ____________________________________




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