Security Agreement


    Exhibit
      10.3

    


    Security
      Agreement

     

     

    I. Security
      Interest.
      For
      good and valuable consideration, the receipt and adequacy of which is hereby
      acknowledged, Technest Holdings, Inc., a Nevada corporation (“Pledgor”), hereby
      assigns and grants to Shelter Island Opportunity Fund, LLC (“Secured Party”) a
      security interest in the Collateral (as hereinafter defined) to secure the
      payment and the performance of the Obligations (as hereinafter
      defined).

     

    II. Collateral.
      The
      pledge and security interest described above are granted in respect of the
      following collateral (the “Collateral”):

     

    A. Description
      of Collateral.
      All of
      Pledgor’s right, title, and interest, now owned or hereafter acquired, in and to
      all of the authorized and issued shares of Common Stock, no par value per share
      (the “Shares”), of Genex Technologies Incorporated, a Maryland corporation (the
“Company”), all certificates, options and rights of any nature whatsoever which
      may be issued or granted in respect of the Shares while this Agreement is in
      effect, and all dividends, distributions, cash, instruments and other property
      from time to time received, receivable or otherwise distributed in respect
      of or
      in exchange for any or all of the Pledgor’s interest in the Shares.

     

    B. Proceeds.
      All
      additions, substitutes, replacements for and proceeds of the property described
      in Section II.A (including all income and benefits resulting from any of the
      above, including, without limitation, dividends or distributions payable or
      distributable in cash, property, or stock; interest, premium and principal
      payments; redemption proceeds, and subscription rights; and shares or other
      proceeds of conversions or splits of any securities in such property). Any
      securities received by Pledgor which shall constitute such additions,
      substitutes and replacements for, or proceeds of, the property described in
      Section II.A., shall, if delivered to Pledgor, be held in trust by Pledgor
      for the Secured Party and shall be delivered immediately to the Secured Party.
       

     

    III. Obligations.
      The
      following obligations (collectively, the “Obligations”) are secured by this
      Agreement: all debts, obligations or liabilities now or hereafter existing,
      absolute or contingent of the Company or the Pledgor to the Secured Party,
      whether voluntary or involuntary, whether due or not due, or whether incurred
      directly or indirectly or acquired by the Secured Party by assignment or
      otherwise. , including, without limitation, the Termination Fee (as such term
      is
      defined in the Debenture referred to in the Securities Purchase Agreement
      referenced in Section VIII.H. of this Agreement). 

     

    IV. Pledgor’s
      Warranties.
      Pledgor
      hereby represents and warrants to the Secured Party as follows:

     

    A. Authority
      and Compliance.
      The
      Pledgor has full power and authority to execute and deliver this Agreement
      and
      to incur and perform the obligations provided for herein. No consent or approval
      of any governmental authority or other third party is or will be required as
      a
      condition to the enforceability of this Agreement, and the Collateral is and
      will be in compliance in all material respects with all laws and regulatory
      requirements to which it is subject.

     

    
      
         

      

      
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    B. Binding
      Agreement.
      This
      Agreement is duly authorized, executed and delivered by the Pledgor and is
      enforceable against the Pledgor in accordance with its terms.

     

    C. Ownership.
      Pledgor
      is the sole record and beneficial owner of the Collateral and (i) the Collateral
      is and will be free and clear of any setoff, claim, restriction, pledge, lien,
      security interest, encumbrance or other charge of any type, except for the
      security interest created hereunder and the security interest of Silicon Valley
      Bank, (ii) the Shares were acquired in a transaction that complied with the
      requirements of the Securities Act of 1933, as amended, and all applicable
      state
      securities or “blue sky” laws, (iii) the Shares constitute all of the issued and
      outstanding shares of capital stock of the Company and (iv) the Pledgor is
      an
“affiliate” of Company for purposes of Rule 144. The Shares have been duly
      authorized and validly issued and are fully paid and non-assessable.


     

    D. No
      Conflict.
      Neither
      the execution and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, nor the fulfillment of, nor the compliance
      with, the terms, conditions or provisions hereof nor the pledge of any
      Collateral, will conflict with, result in a breach of, or constitute a default
      under (i) any relevant statute, law, ordinance, rule or regulation
      applicable to Pledgor or the Collateral or (ii) any indenture, agreement or
      other instrument, or any judgment, order or decree, to which Pledgor is a party
      or by which any of its assets including, without limitation, the Collateral,
      may
      be bound. There is no litigation, claim or judicial, administrative or
      governmental proceeding of which Pledgor has been notified or, to the knowledge
      of Pledgor, threatened with respect to the Collateral, nor is there any basis
      for any such litigation, claim or proceeding.

     

    E. Security
      Interest.
      The
      pledge of the Collateral pursuant to this Agreement creates a valid and
      perfected security interest in the Collateral, securing the payment of the
      Obligations, subject only to the prior Lien of Silicon Valley Bank in the
      Shares. 

     

    F. Financing
      Statements.
      No
      financing statement or similar instrument covering the Collateral is or will
      be
      on file in any public office, and no security interest, other than the one
      herein created, has attached or been perfected in the Collateral or any part
      thereof.

     

    V. Pledgor’s
      Covenants.
      Until
      full payment and performance of all of the Obligations, unless the Secured
      Party
      otherwise consents in writing:

     

    A. Rights
      to Collateral.
      Pledgor
      shall defend the Collateral against all claims and demands of all persons at
      any
      time claiming any interest therein adverse to the Secured Party. Pledgor shall
      keep the Collateral free from all claims, restrictions, encumbrances, security
      interests, pledges, liens, demands or charges of any type, except the security
      interest hereby created and the security interest of Silicon Valley Bank.
      Pledgor shall not lease, lend, assign, or otherwise further hypothecate, pledge
      or encumber the Collateral or any interest therein. Without Secured Party’s
      prior written consent, Pledgor shall not consent to the amendment to any
      document, instrument or agreement governing the terms of the Collateral or
      the
      rights of Pledgor with respect thereto.

     

    
      
         

      

      
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    B. 
      Sale
      of Collateral.
      Without
      the prior written consent of the Secured Party, Pledgor shall not sell or
      otherwise dispose of the Collateral or any part thereof. Pledgor shall not
      permit any Lien to exist on any shares of capital stock of the Company, other
      than to the Secured Party and Silicon Valley Bank.

     

    C. Secured
      Party’s Costs.
      Pledgor
      shall pay all costs reasonably necessary to obtain, create, preserve, perfect,
      defend and enforce the security interest created by this Agreement, collect
      the
      Obligations, and preserve, defend, enforce and collect the Collateral, including
      but not limited to taxes, assessments, reasonable attorney’s fees, legal
      expenses and expenses of sales. Whether the Collateral is or is not in the
      Secured Party’s possession, and without any obligation to do so and without
      waiving Pledgor’s default for failure to make any such payment, the Secured
      Party at its option may pay any such costs and expenses and discharge
      encumbrances on the Collateral, and such payments shall be a part of the
      Obligations and bear interest at the rate set out in the documents evidencing
      the Obligations. Pledgor agrees to reimburse the Secured Party on demand for
      any
      costs so incurred.

     

    D. Information
      and Inspection.
      Pledgor
      shall (i) promptly furnish to the Secured Party any information with respect
      to
      the Collateral requested by the Secured Party; (ii) allow the Secured Party
      or
      its representatives to inspect and copy, or furnish to the Secured Party or
      its
      representatives with copies of, all records relating to the Collateral and
      the
      Obligations; and (iii) promptly furnish the Secured Party or its representatives
      with any other information reasonably requested by the Secured Party with
      respect to the Collateral.

     

    E. Additional
      Documents.
      Pledgor
      shall sign and deliver, at the sole cost of Pledgor, any instruments furnished
      by the Secured Party, including, without limitation, financing statements and
      continuation statements, which are necessary or desirable in the judgment of
      the
      Secured Party to obtain, create, maintain and perfect the security interest
      hereunder and to enable the Secured Party to comply with any federal or state
      law in order to obtain, create or perfect the Secured Party’s interest in the
      Collateral or to obtain proceeds of the Collateral.

     

    F. Notice
      of Changes.
      Pledgor
      shall notify the Secured Party immediately of (i) any material change in the
      Collateral, (ii) a change in Pledgor’s address specified above and (iii) a
      change in any matter warranted or represented by Pledgor in this
      Agreement.

     

    G. Possession
      of Collateral.
      Pledgor
      shall deliver all investment securities and other instruments and documents
      which are a part of the Collateral and in Pledgor’s possession to the Secured
      Party immediately, or if hereafter acquired, immediately following acquisition,
      in a form suitable for transfer by delivery or accompanied by duly executed
      instruments of transfer or assignment in blank with signatures appropriately
      guaranteed in form and substance suitable to the Secured Party.

     

    
      
         

      

      
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    H. Power
      of Attorney.
      Pledgor
      appoints the Secured Party and any officer thereof as Pledgor’s attorney-in-fact
      with full power in Pledgor’s name and on Pledgor’s behalf to do every act which
      Pledgor is obligated to do or may be required to do hereunder; provided,
      however, nothing in this paragraph shall be construed to obligate the Secured
      Party to take any action hereunder nor shall the Secured Party be liable to
      Pledgor for any action or the failure to take any action hereunder. This
      appointment shall be deemed a power coupled with an interest and shall not
      be
      terminable as long as the Obligations are outstanding. Without limiting the
      generality of the foregoing, the Secured Party shall have the right and power
      to
      receive, endorse and collect all checks and other orders for the payment of
      money made payable to Pledgor representing any dividend, interest payment or
      other distribution payable in respect of the Collateral or any part
      thereof.

     

    I. Other
      Parties and Other Collateral.
      No
      renewal or extensions of or any other indulgence with respect to the Obligations
      or any part thereof, no modification of any Transaction Documents, no release
      of
      any security, no release of any person (including any maker, indorser, guarantor
      or surety) liable on the Obligations, no delay in enforcement of payment, and
      no
      delay or omission or lack of diligence or care in exercising any right or power
      with respect to the Obligations or any security therefor or guaranty thereof
      or
      under this Agreement shall in any manner impair or affect the rights of the
      Secured Party under any law, hereunder, or under any other Transaction Document.
      The Secured Party shall not be required to file suit or assert a claim for
      personal judgment against any person for any part of the Obligations or seek
      to
      realize upon any other security for the Obligations, before foreclosing or
      otherwise realizing upon the Collateral. 

     

    J. Waivers
      by Pledgor.
      Pledgor
      hereby waives (i) notice of the creation, advance, increase, existence,
      extension or renewal of, and of any indulgence with respect to, the Obligations;
      (ii) presentment, demand, notice of dishonor, and protest; and (iii) notice
      of
      the amount of the Obligations outstanding at any time. Pledgor waives any right
      to require that any action be brought against any other person or to require
      that resort be had to any other security. Pledgor further waives any right
      of
      subrogation or to enforce any right of action against any other obligor on
      any
      Obligation or other pledgor to the Secured Party of collateral for the
      Obligations until the Obligations are paid in full.

     

    VI. Rights
      and Powers of the Secured Party.

     

    A. General.
      Before
      or after an Event of Default (as such term is defined in the Debenture), the
      Secured Party, without liability to Pledgor, may: (a) take control of proceeds
      of the Collateral, including stock or other securities received as
      distributions; (b) release any Collateral in its possession to Pledgor,
      temporarily or otherwise; and (c) exercise all other rights which an owner
      of such Collateral may exercise, except that before an Event of Default shall
      occur, the Secured Party shall not have the right to receive cash dividends,
      interest, premium and other cash payments with respect to the Shares or to
      vote
      or dispose of the Shares. At any time, the Secured Party may transfer any of
      the
      Collateral or evidence thereof into its own name or that of its nominee and
      if
      Secured Party is still in possession of the Collateral after the Obligations
      have been paid in full, Secured Party shall cause any Collateral that has been
      transferred to Secured Party’s name or that of its nominee to be re-transferred
      into such names as Pledgor shall reasonably request. The Secured Party shall
      not
      be liable for failure to collect any account or instruments, or for any act
      or
      omission on the part of the Secured Party, its officers, agents or employees,
      except for its or their own willful misconduct or gross negligence. The
      foregoing rights and powers of the Secured Party will be in addition to, and
      not
      a limitation upon, any rights and powers of the Secured Party given by law,
      elsewhere in this Agreement, or otherwise.

     

    
      
         

      

      
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    B. Dividends
      and Voting Rights.
      So long
      as no Event of Default has occurred, Pledgor may (a) retain all cash dividends
      and cash distributions paid with respect to the Shares and (b) subject to the
      provisions of Section V.A., exercise or refrain from exercising any and all
      voting and other consensual rights pertaining to the Shares. The Secured Party
      will cooperate with any reasonable requests of Pledgor to effectuate the
      foregoing.

     

    C. Convertible
      or Exercisable Collateral.
      The
      Secured Party may present for conversion or exercise any Collateral which is
      convertible or exercisable into any other instrument or investment security
      or a
      combination thereof with cash, but the Secured Party shall not have any duty
      to
      present for conversion or exercise any Collateral unless it shall have received
      from Pledgor detailed written instructions to that effect at a time reasonably
      far in advance of the final conversion date to make such conversion possible.
      Pledgor shall not present for conversion or exercise any Collateral that is
      so
      convertible or exercisable. 

     

    VII. Default.

     

    A. Event
      of Default; Rights and Remedies.
      If any
      Event of Default shall occur, then, in each and every such case, the Secured
      Party may, without (a) presentment, demand, or protest, (b) notice of
      default, dishonor, demand, non-payment, or protest, (c) notice of intent to
      accelerate all or any part of the Obligations, (d) notice of acceleration of
      all
      or any part of the Obligations, or (e) notice of any other kind, all of
      which Pledgor hereby expressly waives (except for any notice required under
      this
      Agreement which may not be waived under any applicable law), at any time
      thereafter exercise and/or enforce any of the following rights and remedies,
      at
      the Secured Party’s option:

     

    (i) Direct
      Delivery of Dividends and Other Distributions.
      Direct
      that all dividends, interest, premium and other payments with respect to the
      Collateral of whatever kind or nature thereafter paid with respect to the
      Collateral be paid directly to the Secured Party, and Pledgor shall execute
      and
      deliver to the Secured Party any and all documents necessary to effectuate
      the
      foregoing.

     

    (ii) Liquidation
      of Collateral.
      Sell,
      or instruct any agent to sell, all or any part of the Collateral, and direct
      such agent to deliver all proceeds thereof to the Secured Party, and apply
      all
      proceeds to the payment of any or all of the Obligations in such order and
      manner as the Secured Party shall, in its discretion, choose.

     

    (iii) Acceleration.
      Declare
      the Obligations immediately due and payable.

     

    
      
         

      

      
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    (iv) Uniform
      Commercial Code.
      Exercise all of the rights, powers and remedies of a secured creditor under
      the
      Uniform Commercial Code then in effect in the State of New York.

     

    Pledgor
      specifically understands and agrees that any sale or redemption by the Secured
      Party of all or part of the Collateral pursuant to the terms of this Agreement
      may be effected by the Secured Party at times and in manners which could result
      in the proceeds of such sale or redemption being significantly and materially
      less than might have been received if such sale or redemption had occurred
      at
      different times or in different manners, and Pledgor hereby releases the Secured
      Party and its officers and representatives from and against any and all
      obligations and liabilities arising out of or related to the timing or manner
      of
      any such sale or redemption. The Pledgor agrees that the Collateral may be
      sold
      as provided for in this Agreement and expressly waives any rights of notice
      of
      sale, advertisement procedures, or related provisions granted under applicable
      law, including the New York Lien Law.


     

    VIII. General.

     

    A. Parties
      Bound.
      The
      Secured Party’s rights hereunder shall inure to the benefit of the Secured Party
      and its successors and assigns, and in the event of any assignment or transfer
      by the Secured Party of any of the Obligations or the Collateral, the Secured
      Party thereafter shall be fully discharged from any responsibility with respect
      to the Collateral so assigned or transferred, but the Secured Party shall retain
      all rights and powers hereby given with respect to any of the Obligations or
      Collateral not so assigned or transferred. All representations, warranties
      and
      agreements of Pledgor shall be binding upon the successors and permitted assigns
      of Pledgor. 

     

    B. Waiver.
      No
      delay of the Secured Party in exercising any power or right shall operate as
      a
      waiver thereof; nor shall any single or partial exercise of any power or right
      preclude other or further exercise thereof or the exercise of any other power
      or
      right. No waiver by the Secured Party of any right hereunder or of any default
      by Pledgor shall be binding upon the Secured Party unless in writing, and no
      failure by the Secured Party to exercise any power or right hereunder or waiver
      of any default by Pledgor shall operate as a waiver of any other or further
      exercise of such right or power or of any further default. Each right, power
      and
      remedy of the Secured Party as provided for herein or in any of the Transaction
      Documents, or which shall now or hereafter exist at law or in equity or by
      statute or otherwise, shall be cumulative and concurrent and shall be in
      addition to every other such right, power or remedy. The exercise or beginning
      of the exercise by the Secured Party of any one or more of such rights, powers
      or remedies shall not preclude the simultaneous or later exercise by the Secured
      Party of any or all other such rights, powers or remedies.

     

    C. Notice.
      Notice
      shall be deemed reasonable if mailed postage prepaid at least five (5) days
      before the related action to the address of the parties set forth below, or
      to
      such other address as any party may designate by written notice to the other
      party. Each notice, request and demand shall be deemed given or made, if sent
      by
      mail, upon the earlier of the date of receipt or five (5) days after deposit
      in
      the mail, first class postage prepaid, or if sent by any other means, upon
      delivery.

     

    
      
         

      

      
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    D. Modifications.
      No
      provision hereof shall be modified or limited except by a written agreement
      expressly referring hereto and to the provisions so modified or limited, which
      shall be signed by Pledgor and the Secured Party. The provisions of this
      Agreement shall not be modified or limited by course of conduct or usage of
      trade. 

    


    E. Partial
      Invalidity.
      The
      unenforceability or invalidity of any provision of this Agreement shall not
      affect the enforceability or validity of any other provision herein, and the
      invalidity or unenforceability of any provision of any Transaction Document
      to
      any person or circumstance shall not affect the enforceability or validity
      of
      such provision as it may apply to other persons or circumstances.

     

    F. Applicable
      Law and Venue.
      This
      Agreement has been executed and delivered in the State of New York and shall
      be
      governed by the laws of that State. Wherever possible each provision of this
      Agreement shall be interpreted in such manner as to be effective and valid
      under
      applicable law, but if any provision of this Agreement shall be prohibited
      by or
      invalid under applicable law, such provision shall be ineffective to the extent
      of such prohibition or invalidity, without invalidating the remainder of such
      provisions or the remaining provisions of this Agreement. 

     

    G. Financing
      Statement.
      To the
      extent permitted by applicable law, a carbon, photographic or other reproduction
      of this Agreement or any financing statement covering the Collateral shall
      be
      sufficient as a financing statement.

     

    H. Definitions.
      Capitalized terms used herein without definition have the meaning ascribed
      to
      those terms in the Securities Purchase Agreement, dated the date hereof, between
      the Secured Party and the Pledgor, and in the Transaction Documents delivered
      pursuant thereto.

     


    
      
         

         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be
      duly
      executed by their duly authorized representatives as of May 31,
      2007.

    

      
        	
                SECURED
                  PARTY:

                 

              	 	
                PLEDGOR:

                 

              
	 	 	 
	
                SHELTER
                  ISLAND OPPORTUNITY 

              	 	
                TECHNEST
                  HOLDINGS, INC.

              
	
                FUND,
                  LLC

              	 	 
	
                By:
                  Shelter Island GP, LLC, its Manager

              	 	 
	 	 	 
	 	 	 
	 	 	 
	
                By:
                  /s/
                  Randall P. Stern        

              	 	
                By:
                  /s/ Gino M. Pereira

              
	
                Name:
                  Randall P. Stern

              	 	
                Name:
                  Gino M. Pereira

              
	
                Title:
                  President

              	 	
                Title:
                  Chief Financial Officer

              
	 	 	 
	 	 	 
	
                Address
                  for Notices:

              	 	
                Address
                  for Notices:

              
	
                One
                  East 52nd
                  Street

              	 	
                10411
                  Motor City Drive, Suite 650,

              
	 	 	
                Bethesda,
                  Maryland 20817 

              
	
                New
                  York, New York 10022

              	 	 
	
                Attention:
                  Randall P. Stern

              	 	 


      

    

     

     

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