**Exhibit
      10.36**









**GENERAL
      RELEASE AND INDEMNIFICATION AGREEMENT**




THIS
      GENERAL RELEASE
      AND INDEMNIFICATION AGREEMENT
      (“Agreement”) is made and entered into as of  this
      1st
      day of September 2006, by and among E-OIR Technologies, Inc., a Virginia
      corporation (“E-OIR”), Technest Holdings, Inc., a Nevada corporation
      (“Technest”), Markland Technologies, Inc., a Nevada corporation (“Markland”),
      and Robert Tarini (“Mr. Tarini”) (collectively, the “Parties”).




**RECITALS**




WHEREAS,
      on or about September 14, 2005, Joseph R. Moulton, Sr. (“Mr. Moulton”) filed a
      Bill of Complaint in the Circuit Court of Spotsylvania County styled: *Joseph
      R. Moulton, Sr. v. Markland Technologies, et al.* ,
      Case
      No.: CH04000835-00 (“Moulton Action”);




WHEREAS,
      Mr. Moulton seeks to amend his Bill of Complaint to add Technest as a defendant
      to the Moulton Action;




WHEREAS,
      with respect to the Moulton Action, any actions taken by or omissions of Mr.
      Tarini occurred during and in his capacity as an director, officer, or employee
      of Markland;




WHEREAS,
      on or about July 11, 2005, Gregory Williams and Mary Williams (“Mr. and Mrs.
      Williams”) filed a Motion for Judgment in the Circuit Court for the City of
      Fredericksburg styled: *Gregory
      Williams et al. v. Markland Technologies, Inc. et al.* ,
      Case
      No. CL05000169-00 (“Williams Action”);




WHEREAS,
      the Moulton Action contains various claims against the Parties and the Williams
      Action contains three claims as follows: Breach of Severance Agreements (Count
      1), Breach of Promissory Notes (Count II), and Breach of the Stock Purchase
      Agreement (Count III);




WHEREAS,
      on March 2, 2006, Mr. and Mrs. Williams filed a Motion for Partial Summary
      Judgment on Counts I and III of the Motion for Judgment in the Williams Action;
      and




WHEREAS,
      on May 4, 2006, the Court entered an Opinion Order, which granted Mr. and Mrs.
      Williams’ Motion for Partial Summary Judgment on Counts I and III of the Motion
      for Judgment in the Williams Action; and




WHEREAS,
      on July 26, 2006, the parties to the Moulton Action entered into a settlement
      agreement (“Moulton Settlement Agreement”) resolving all of their differences;
      and




WHEREAS,
      on July 27, 2006, EOIR and Technest entered into a Settlement Agreement
      (“Williams Settlement Agreement”), settling certain aspects of Counts I and II
      of the Williams Action.


-1-


**TERMS
      AND CONDITIONS**




**NOW,
      THEREFORE,**  in
      consideration of foregoing premises and intending to be legally bound hereby,
      and for other good and valuable consideration the receipt and adequacy of which
      is expressly acknowledged by the Parties, the Parties agree as
      follows:




**1.**  **E-OIR
      Releases.**




E-OIR :




(i).  fully,
      finally and forever acquits, quitclaims, releases and discharges Markland and
      its officers, directors, employees, agents, representatives, successors and
      assigns, including, without limitation, Robert Tarini, of and from any and
      all
      obligations, claims, liabilities, damages, demands, debts, liens, deficiencies
      or cause or causes of action to, of or for the benefit (whether directly or
      indirectly) of E-OIR, at law or in equity, known or unknown, contingent or
      otherwise, whether asserted or unasserted, whether now known or hereafter
      discovered, whether statutory, in contract or in tort, as well as any other
      kind
      or character of action now held, owned or possessed (whether directly or
      indirectly) by E-OIR on account of, arising out of, related to, or concerning,
      whether directly or indirectly, proximately or remotely, the Moulton Action
      and
      the Williams Action, with the exception of the indemnification provided in
      Paragraph 7.A. herein;




(ii). acknowledges,
      represents, covenants and warrants that the obligations imposed by this release
      shall be forever binding, and that this release may not be modified, amended,
      annulled, rescinded or otherwise changed unless in writing signed by the
      parties, which expressly refers to this release and this Agreement;
      and




(iii).  acknowledges,
      represents, covenants and warrants that E-OIR has not made any assignment or
      other transfer of any right, claim, or cause of action covered by this release
      to any individual, corporation, or any other legal entity
      whatsoever.




**2.**  **Technest
      Releases.**




Technest :




(i).  fully,
      finally and forever acquits, quitclaims, releases and discharges Markland and
      its officers, directors, employees, agents, representatives, successors and
      assigns, including, without limitation, Robert Tarini, of and from any and
      all
      obligations, claims, liabilities, damages, demands, debts, liens, deficiencies
      or cause or causes of action to, of or for the benefit (whether directly or
      indirectly) of Technest, at law or in equity, known or unknown, contingent
      or
      otherwise, whether asserted or unasserted, whether now known or hereafter
      discovered, whether statutory, in contract or in tort, as well as any other
      kind
      or character of action now held, owned or possessed (whether directly or
      indirectly) by Technest on account of, arising out of, related to, or
      concerning, whether directly or indirectly, proximately or remotely, the Moulton
      Action and the Williams Action, with the exception of the indemnification
      provided in Paragraph 7.B. herein.


-2-


(ii). acknowledges,
      represents, covenants and warrants that the obligations imposed by this release
      shall be forever binding, and that this release may not be modified, amended,
      annulled, rescinded or otherwise changed unless in writing signed by the
      parties, which expressly refers to this release and this Agreement;
      and




(iii).  acknowledges,
      represents, covenants and warrants that Technest has not made any assignment
      or
      other transfer of any right, claim, or cause of action covered by this release
      to any individual, corporation, or any other legal entity
      whatsoever.




**3.**  **Markland
      Releases.**




A.  Markland :




(i).  fully,
      finally and forever acquits, quitclaims, releases and discharges E-OIR and
      its
      officers, directors, employees, agents, representatives, successors and assigns
      of and from any and all obligations, claims, liabilities, damages, demands,
      debts, liens, deficiencies or cause or causes of action to, of or for the
      benefit (whether directly or indirectly) of Markland, at law or in equity,
      known
      or unknown, contingent or otherwise, whether asserted or unasserted, whether
      now
      known or hereafter discovered, whether statutory, in contract or in tort, as
      well as any other kind or character of action now held, owned or possessed
      (whether directly or indirectly) by Markland on account of, arising out of,
      related to, or concerning, whether directly or indirectly, proximately or
      remotely, the Moulton Action and the Williams Action, with the exception of
      the
      indemnification provided in Paragraph 5.A. herein;




(ii). acknowledges,
      represents, covenants and warrants that the obligations imposed by this release
      shall be forever binding, and that this release may not be modified, amended,
      annulled, rescinded or otherwise changed unless in writing signed by the
      parties, which expressly refers to this release and this Agreement;
      and




(iii).  acknowledges,
      represents, covenants and warrants that Markland has not made any assignment
      or
      other transfer of any right, claim, or cause of action covered by this release
      to any individual, corporation, or any other legal entity
      whatsoever.




B.  Markland :




(i).  fully,
      finally and forever acquits, quitclaims, releases and discharges Technest and
      its officers, directors, employees, agents, representatives, successors and
      assigns of and from any and all obligations, claims, liabilities, damages,
      demands, debts, liens, deficiencies or cause or causes of action to, of or
      for
      the benefit (whether directly or indirectly) of Markland, at law or in equity,
      known or unknown, contingent or otherwise, whether asserted or unasserted,
      whether now known or hereafter discovered, whether statutory, in contract or
      in
      tort, as well as any other kind or character of action now held, owned or
      possessed (whether directly or indirectly) by Markland on account of, arising
      out of, related to, or concerning, whether directly or indirectly, proximately
      or remotely, the Moulton Action and the Williams Action, with the exception
      of
      the indemnification provided in Paragraph 6.A. herein;


-3-


(ii). acknowledges,
      represents, covenants and warrants that the obligations imposed by this release
      shall be forever binding, and that this release may not be modified, amended,
      annulled, rescinded or otherwise changed unless in writing signed by the
      parties, which expressly refers to this release and this Agreement;
      and




(iii).  acknowledges,
      represents, covenants and warrants that Markland has not made any assignment
      or
      other transfer of any right, claim, or cause of action covered by this release
      to any individual, corporation, or any other legal entity
      whatsoever.




C.  Markland :




(i).  fully,
      finally and forever acquits, quitclaims, releases and discharges Mr. Tarini
      and
      his agents, heirs, representatives and assigns of and from any and all
      obligations, claims, liabilities, damages, demands, debts, liens, deficiencies
      or cause or causes of action to, of or for the benefit (whether directly or
      indirectly) of Markland, at law or in equity, known or unknown, contingent
      or
      otherwise, whether asserted or unasserted, whether now known or hereafter
      discovered, whether statutory, in contract or in tort, as well as any other
      kind
      or character of action now held, owned or possessed (whether directly or
      indirectly) by Markland on account of, arising out of, related to, or
      concerning, whether directly or indirectly, proximately or remotely, the Moulton
      Action and the Williams Action;




(ii). acknowledges,
      represents, covenants and warrants that the obligations imposed by this release
      shall be forever binding, and that this release may not be modified, amended,
      annulled, rescinded or otherwise changed unless in writing signed by Mr. Tarini
      and Markland ,
      which
      expressly refers to this release and this Agreement; and




(iii).  acknowledges,
      represents, covenants and warrants that Markland has
      not
      made any assignment or other transfer of any right, claim, or cause of action
      covered by this release to any individual, corporation, or any other legal
      entity whatsoever.




**4.**  **Mr.
      Tarini Releases.**




A.  Mr.
      Tarini :




(i).  fully,
      finally and forever acquits, quitclaims, releases and discharges E-OIR and
      its
      officers, directors, employees, agents, representatives, successors and assigns
      of and from any and all obligations, claims, liabilities, damages, demands,
      debts, liens, deficiencies or cause or causes of action to, of or for the
      benefit (whether directly or indirectly) of Mr. Tarini, at law or in equity,
      known or unknown, contingent or otherwise, whether asserted or unasserted,
      whether now known or hereafter discovered, whether statutory, in contract or
      in
      tort, as well as any other kind or character of action now held, owned or
      possessed (whether directly or indirectly) by Mr. Tarini on account of, arising
      out of, related to, or concerning, whether directly or indirectly, proximately
      or remotely, the Moulton Action, with the exception of the indemnification
      provided in Paragraph 5.B. herein;


-4-


(ii). acknowledges,
      represents, covenants and warrants that the obligations imposed by this release
      shall be forever binding, and that this release may not be modified, amended,
      annulled, rescinded or otherwise changed unless in writing signed by E-OIR
      and
      Mr. Tarini, which expressly refers to this release and this Agreement;
      and




(iii).  acknowledges,
      represents, covenants and warrants that Mr. Tarini has not made any assignment
      or other transfer of any right, claim, or cause of action covered by this
      release to any individual, corporation, or any other legal entity
      whatsoever.




B.  Mr.
      Tarini :




(i).  fully,
      finally and forever acquits, quitclaims, releases and discharges Technest and
      its officers, directors, employees, agents, representatives, successors and
      assigns of and from any and all obligations, claims, liabilities, damages,
      demands, debts, liens, deficiencies or cause or causes of action to, of or
      for
      the benefit (whether directly or indirectly) of Mr. Tarini, at law or in equity,
      known or unknown, contingent or otherwise, whether asserted or unasserted,
      whether now known or hereafter discovered, whether statutory, in contract or
      in
      tort, as well as any other kind or character of action now held, owned or
      possessed (whether directly or indirectly) by Mr. Tarini on account of, arising
      out of, related to, or concerning, whether directly or indirectly, proximately
      or remotely, the Moulton Action, with the exception of the indemnification
      provided in Paragraph 6.B. herein;




(ii). acknowledges,
      represents, covenants and warrants that the obligations imposed by this release
      shall be forever binding, and that this release may not be modified, amended,
      annulled, rescinded or otherwise changed unless in writing signed by Technest
      and Mr.
      Tarini ,
      which
      expressly refers to this release and this Agreement; and




(iii).  acknowledges,
      represents, covenants and warrants that Mr.
      Tarini has
      not
      made any assignment or other transfer of any right, claim, or cause of action
      covered by this release to any individual, corporation, or any other legal
      entity whatsoever.




C.  Mr.
      Tarini :




(i).  fully,
      finally and forever acquits, quitclaims, releases and discharges Markland and
      its officers, directors, employees, agents, representatives, successors and
      assigns of and from any and all obligations, claims, liabilities, damages,
      demands, debts, liens, deficiencies or cause or causes of action to, of or
      for
      the benefit (whether directly or indirectly) of Mr. Tarini, at law or in equity,
      known or unknown, contingent or otherwise, whether asserted or unasserted,
      whether now known or hereafter discovered, whether statutory, in contract or
      in
      tort, as well as any other kind or character of action now held, owned or
      possessed (whether directly or indirectly) by Mr. Tarini on account of, arising
      out of, related to, or concerning, whether directly or indirectly, proximately
      or remotely, the Moulton Action, with the exception of the indemnification
      provided in Paragraph 7.C. herein;


-5-


(ii). acknowledges,
      represents, covenants and warrants that the obligations imposed by this release
      shall be forever binding, and that this release may not be modified, amended,
      annulled, rescinded or otherwise changed unless in writing signed by Markland
      and Mr.
      Tarini ,
      which
      expressly refers to this release and this Agreement; and




(iii).  acknowledges,
      represents, covenants and warrants that Mr.
      Tarini has
      not
      made any assignment or other transfer of any right, claim, or cause of action
      covered by this release to any individual, corporation, or any other legal
      entity whatsoever.




**5.**  **E-OIR
      Indemnification.**




A.  E-OIR :




(i).  expressly
      agrees to indemnify and hold harmless Markland and its officers, directors,
      employees, agents, representatives, successors and assigns, of and from any
      and
      all obligations, losses, claims, damages, liabilities, demands, debts, liens,
      costs and expenses of Markland and/or its officers, directors, employees,
      agents, successors and assigns that may be asserted by, or may arise out of,
      whether directly or indirectly, proximately or remotely, a
      final
      judgment or award of costs or attorneys’ fees by a court of competent
      jurisdiction on or any
      settlement mutually agreeable to the Parties of Counts I and II of the Williams
      Action (the Parties agree to bear their own costs and attorneys’ fees incurred
      in defending the Williams Action); and





(ii).  acknowledges,
      represents, covenants and warrants that the obligations imposed by this
      Agreement shall be forever binding, and that this Agreement may not be modified,
      amended, annulled, rescinded or otherwise changed unless in writing signed
      by
      Markland and E-OIR, which expressly refers to this Agreement.





B.  E-OIR :




(i).  expressly
      agrees to indemnify and hold harmless Mr. Tarini, his heirs, agents,
      representatives, and assigns, of and from any and all obligations, losses,
      claims, damages, liabilities, demands, debts, liens, costs and expenses of
      Mr.
      Tarini and his agents, successors and assigns that may be asserted by, or may
      arise out of, whether directly or indirectly, proximately or remotely, the
      Moulton Action; provided , however ,
      that
      E-OIR shall not be required to contribute to any expenses incurred by Mr. Tarini
      prior to the date of the Agreement; and





(ii).  acknowledges,
      represents, covenants and warrants that the obligations imposed by this
      Agreement shall be forever binding, and that this Agreement may not be modified,
      amended, annulled, rescinded or otherwise changed unless in writing signed
      by
      Mr. Tarini and E-OIR, which expressly refers to this Agreement.


-6-


**6.**  **Technest
      Indemnification.**




A.  Technest :




(i).  expressly
      agrees to indemnify and hold harmless Markland and its officers, directors,
      employees, agents, representatives, successors and assigns, of and from any
      and
      all obligations, losses, claims, damages, liabilities, demands, debts, liens,
      costs and expenses of Markland and/or its officers, directors, employees,
      agents, successors and assigns resulting from a final judgment or award of
      costs
      or attorney’s fees by a court of competent jurisdiction on or any settlement
      mutually agreeable to the Parties of Counts I and II of the Williams
      Action (the
      Parties agree to bear their own costs and attorneys’ fees incurred in defending
      the Williams Action) ; and




(ii).  acknowledges,
      represents, covenants and warrants that the obligations imposed by this
      Agreement shall be forever binding, and that this Agreement may not be modified,
      amended, annulled, rescinded or otherwise changed unless in writing signed
      by
      Markland and E-OIR, which expressly refers to this Agreement.




B.  Technest :




(i).  expressly
      agrees to indemnify and hold harmless Mr. Tarini, his heirs, agents,
      representatives, and assigns, of and from any and all obligations, losses,
      claims, damages, liabilities, demands, debts, liens, costs and expenses of
      Mr.
      Tarini and his agents, successors and assigns that may be asserted by, or may
      arise out of, whether directly or indirectly, proximately or remotely, the
      Moulton Action; provided , however ,
      that
      E-OIR shall not be required to contribute to any expenses incurred by Mr. Tarini
      prior to the date of the Agreement; and





(ii).  acknowledges,
      represents, covenants and warrants that the obligations imposed by this
      Agreement shall be forever binding, and that this Agreement may not be modified,
      amended, annulled, rescinded or otherwise changed unless in writing signed
      by
      Mr. Tarini and Technest, which expressly refers to this Agreement.





**7.**  **Markland
      Indemnification.**




A.  Markland :




(i).  expressly
      agrees to indemnify and hold harmless E-OIR and its officers, directors,
      employees, agents, representatives, successors and assigns, of and from any
      and
      all obligations, losses, claims, damages, liabilities, demands, debts, liens,
      costs and expenses of E-OIR and/or its officers, directors, employees, agents,
      successors and assigns that may be asserted by, or may arise out of, whether
      directly or indirectly, proximately or remotely, a final judgment or award
      of
      costs or attorney’s fees by a court of competent jurisdiction on or any
      settlement mutually agreeable to the Parties of Count III of the Williams Action
      (the Parties agree to bear their own costs and attorneys’ fees incurred in
      defending the Williams Action); and


-7-


(ii).  acknowledges,
      represents, covenants and warrants that the obligations imposed by this
      Agreement shall be forever binding, and that this Agreement may not be modified,
      amended, annulled, rescinded or otherwise changed unless in writing signed
      by
      Markland and E-OIR, which expressly refers to this Agreement.




B.  Markland :




(i).  expressly
      agrees to indemnify and hold harmless Technest and its officers, directors,
      employees, agents, representatives, successors and assigns, of and from any
      and
      all obligations, losses, claims, damages, liabilities, demands, debts, liens,
      costs and expenses of Technest and/or its officers, directors, employees,
      agents, successors and assigns that may be asserted by, or may arise out of,
      whether directly or indirectly, proximately or remotely, a final judgment or
      award of costs or attorney’s fees by a court of competent jurisdiction on or any
      settlement mutually agreeable to the Parties of Count III of the Williams Action
      (the Parties agree to bear their own costs and attorneys’ fees incurred in
      defending the Williams Action); and





(ii).  acknowledges,
      represents, covenants and warrants that the obligations imposed by this
      Agreement shall be forever binding, and that this Agreement may not be modified,
      amended, annulled, rescinded or otherwise changed unless in writing signed
      by
      Markland and Technest, which expressly refers to this Agreement.




C.  Markland :




(i).  expressly
      agrees to indemnify and hold harmless Mr. Tarini and his agents, heirs,
      representatives, and assigns, of and from any and all obligations, losses,
      claims, damages, liabilities, demands, debts, liens, costs and expenses of
      Mr.
      Tarini and his agents, heirs, representatives, and assigns that may be asserted
      by, or may arise out of, whether directly or indirectly, proximately or
      remotely, in connection with the Moulton Action and Williams Action;
      and




(ii).  acknowledges,
      represents, covenants and warrants that the obligations imposed by this
      Agreement shall be forever binding, and that this Agreement may not be modified,
      amended, annulled, rescinded or otherwise changed unless in writing signed
      by
      Markland and Mr. Tarini, which expressly refers to this Agreement.




**8.**  **Construction.**




This
      Agreement is the entire understanding and agreement among the Parties and
      incorporates and merges herein all prior discussions, understandings, and
      agreements, express or implied, oral or written, among the Parties. This
      Agreement is intended to be a fully integrated document. The Parties each
      acknowledge that they have not executed this Agreement in reliance on any
      representation, inducement, promise, agreement or warranty that is not contained
      or referenced in this Agreement and that they have made such independent
      investigation of the facts pertaining to the Moulton Action and Williams Action
      and of all matters pertaining to the actions, as they deemed necessary, and
      that
      they are relying solely upon their own investigation of the facts and are not
      relying in any way (and acknowledges that it would be unreasonable to so rely)
      upon any statement, silence, act or omission of any other Party in entering
      into
      this Agreement other than those representations specifically set forth in
      writing herein.


-8-


**9.**  **Choice
      of Law.**




This
      Agreement and the performance of the Parties hereunder shall be construed and
      interpreted in accordance with the laws of the Commonwealth of Massachusetts.




**10.**  **Negotiated
      Document.**




The
      Parties agree that this Agreement is a negotiated document and that, in any
      action arising out of the construction, interpretation, validity, or performance
      of this Agreement, it shall not be construed against the drafter.




**11.**  **Authority.**




Each
      of
      the signatories hereto represents and warrants to be duly authorized to fully
      and completely resolve the disputes described in this Agreement, make the
      releases and indemnities contained in this Agreement, and to bind the Party
      on
      whose behalf the signatory has agreed to act to the terms and conditions
      contained in this Agreement.




**12.**  **Counterparts
      and Electronic Signatures.**




This
      Agreement may be executed in counterparts, each such counterpart being deemed
      to
      be an original instrument, and all such counterparts together shall constitute
      the same Agreement. The Parties expressly acknowledge the applicability of
      Massachusetts General Laws, Chapter 110G, the Uniform Electronic Signatures
      Act
      to the execution of this Agreement.




**13.**  **Miscellaneous.**




A.  This
      Agreement is binding upon and shall inure to the benefit of the Parties hereto,
      their respective agents, employees, representatives, attorneys, assigns, and
      successors in interest;




B.  Each
      obligation of each party under this Agreement is material;




C.  The
      Parties expressly incorporate by reference and make part of this Agreement
      all
      Recitals set forth above;




D.  Should
      any portion, term or provision of this Agreement be declared or determined
      by
      any court to be illegal, invalid or unenforceable, the validity of the remaining
      portions, terms and provisions shall not be affected thereby and this Agreement
      will remain valid and fully enforceable, and the illegal, invalid or
      unenforceable portion, term or provision shall be deemed not to be part of
      this
      Agreement; and




E.  Any
      notice hereunder shall be mailed to the undersigned at their current place
      of
      business by certified mail.


-9-


IN
      WITNESS WHEREOF, the Parties set their hands and seals, as of the date(s) set
      forth below.




/s/
                Robert Tarini
            
            /s/
                Joseph P. MackinMarkland
                Technologies, Inc.
            
            E-OIR
                Technologies, Inc.By:
                Robert Tarini
            
            By:
                Joseph P. MackinTitle:
                CEO
            
            Title:
                CEO/PresidentDated:
                August 31, 2006
            
            Dated:
                September 1, 2006/s/
                Joseph P. Mackin
            
            /s/
                Robert TariniTechnest
                Holdings, Inc.
            
            Robert
                TariniBy:
                Joseph P. MackinTitle:
                CEO
            
            Dated:
                August 31, 2006Dated:
                September 1, 2006