Agreement for Promissory Notes


    Exhibit
      10.8


    AGREEMENT
      RELATING TO CERTAIN PROMISSORY NOTES

    


    THIS
      AGREEMENT RELATING
      TO A CERTAIN PROMISSORY NOTES
      (the
“Agreement”),
      dated
      as of May 31, 2007, between Technest Holdings, a Nevada corporation
      (“Technest”),
      E-OIR
      Technologies, Inc., a Virginia corporation (“EOIR”
and
      collectively with Technest, the “Company”),
      and
      Joseph P. Mackin (the “Holder”)
      located in Fredericksburg, Virginia.

     

    WITNESSETH
      THAT

     

    WHEREAS,
      the
      Holder was a selling shareholder in that certain stock purchase agreement dated
      June 29, 2004 by and among Markland Technologies, a Florida corporation, EOIR
      and the owners of all of the capital stock of EOIR; and

     

    WHEREAS,
      as
      consideration for selling his shares of EOIR to Markland, EOIR issued to the
      Holder a promissory note with a principal amount of $662,288 (the “Note”);
      and

     

    WHEREAS,
      the
      current outstanding principal on the Note is $608,957.46; and

     

    WHEREAS,
      repayment of the Note is secured by a security interest on all of the
      outstanding capital stock and assets of EOIR (the “Security
      Interest”)
      as
      well as a pledge of all of the outstanding capital stock of EOIR (the
“Pledge”),
      which
      is currently subordinated to Silicon Valley Bank’s security interest;
      and

     

    WHEREAS,
      Technest is the successor to Markland’s interest in EOIR; and

     

    WHEREAS,
      Technest is undertaking a financing with Shelter Island Opportunity Fund, LLC
      (“Shelter
      Island”);
      and

     

    WHEREAS,
      Shelter
      Island has conditioned its provision of financing on, among other things, its
      obtaining a second position security interest in all of the assets of Technest;
      and

     

    WHEREAS,
      the
      Holder wishes, on the terms described in this Agreement and in accordance with
      the other documentation entered into between the Holder and Seller’s
      Representative, to subordinate the Security Interest to Shelter Island,
      subordinate the Holder’s right to receive payment in the event of default under
      Technest’s obligations to Shelter Island and the consideration to the Holder for
      such subordination is set forth herein;

     

    THEREFORE,
      in
      consideration of the premises, the mutual agreements set forth below and other
      good and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the parties agree as follows:

     

    1. Subordination
      of the Security Interest.
      The
      Holder will subordinate his rights under the Security Interest and the Pledge
      to
      Shelter Island. In furtherance of this, the Holder agrees to deliver immediately
      to Technest one executed copy of the Subordination Agreement attached hereto
      as
Exhibit
      A.
      For
      purposes of this Agreement, the Closing Date shall mean the closing date of
      the
      financing with Shelter Island.

     

    
      
         

      

      
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    2. Additional
      Payments.
      On the
      Closing Date, and simultaneously with the delivery of Subordination Agreement,
      as consideration for the subordination of the Security Interest to Shelter
      Island, the Company shall pay to the Holder, via wire transfer or check, at
      the
      option of the Company, the sum of $30,447.87, which represents five percent
      of
      the outstanding principal of the Note. On July 1, 2008, the Company shall pay
      the Holder, via wire transfer or check, at the option of the Company, the sum
      of
      $30,447.87 (the “Second
      Payment”).
      If
      the payment of the outstanding principal amount of the Note is accelerated
      in
      accordance with the terms of the Note prior to July 1, 2008, the Second Payment
      shall also become due and payable to the Holder.

     

    3. Lack
      of Knowledge of Claims.
      The
      parties do hereby represent that as of the date of this Agreement, they are
      unaware of any unasserted claims they may have against any of the other parties
      hereto.

     

    4. Governing
      law.
      This
      Agreement shall be governed by the laws of the Commonwealth of Virginia, without
      regard to the principles of conflicts of law thereof.

     

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      remainder of this page is intentionally left blank.]

     


    
      
         

         

      

      
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    5. Counterparts
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    


    

      
        	 	
                /s/
                  Joseph P. Mackin            

              
	 	
                Joseph
                  P. Mackin

              
	 	 
	 	
                E-OIR
                  TECHNOLOGIES, INC.

              
	 	 
	 	 
	 	
                By:
                  /s/ Gino M. Pereira            

              
	 	
                Name:
                  Gino M. Pereira

              
	 	
                Title:
                  Chief Financial Officer

              
	 	 
	 	
                TECHNEST
                  HOLDINGS, INC.

              
	 	 
	 	 
	 	
                By:
                  /s/
                  Gino M. Pereira            

              
	 	
                Name:
                  Gino M. Pereira

              
	 	
                Title:
                  Chief Financial Officer

              


      

    

     

     

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