Security Agreement


    Exhibit
      10.4

    


    SECURITY
      AGREEMENT

    


    


    1.
      THE
      SECURITY. The undersigned Markland Technologies, Inc., a Florida corporation
      (the "Pledgor"), hereby assigns and grants to Shelter Island Opportunity Fund,
      LLC (the "Purchaser") a security interest in all rights, now owned or hereafter
      acquired, of Pledgor in and to the License Agreement, dated March 13, 2006
      (the
“License Agreement”), between Pledgor and Technest Holdings, Inc., a Nevada
      corporation (“Technest”), as such agreement may be amended, supplemented or
      modified from time to time in accordance with its terms, and all related
      documents and agreements delivered by the parties in connection therewith,
      together with all property now owned or hereafter acquired by the Pledgor that
      relate to or arise from Pledgor’s rights and license under the License
      Agreement, including, without limitation, the following property (collectively,
      "Collateral"):

    


    (a)
      All
      products with respect to which Pledgor is required to pay a royalty to Technest
      pursuant to the License Agreement as in effect on the date hereof (any such
      product being a “Royalty-Bearing Product”).

    


    (b)
      All
      accounts, contract rights, chattel paper, instruments, deposit accounts, letter
      of credit rights, payment intangibles and general intangibles arising from
      or
      related to the License Agreement, the Royalty-Bearing Products or the sale
      or
      license of any thereof, including all amounts due to the Pledgor from a factor;
      and all returned or repossessed goods which, on sale or lease, resulted in
      an
      account or chattel paper with respect to any Royalty-Bearing Product
      .

    


    (c)
      All
      inventory of Royalty-Bearing Products, including all materials, work in process
      and finished goods.

    


    (d)
      All
      machinery, furniture, fixtures and other equipment of every type now owned
      or
      hereafter acquired by the Pledgor that are required for the manufacture or
      assembly of Royalty-Bearing Products.

    


    (e)
      All
      instruments, notes, chattel paper, documents, certificates of deposit,
      securities and investment property of every type that relate to the License
      Agreement or the Royalty-Bearing Products or arise from the sale or license
      of
      any thereof. The Collateral shall include all liens, security agreements, leases
      and other contracts securing or otherwise relating to the
      foregoing.

    


    (f)
      All
      general intangibles, including, but not limited to, all intellectual property
      rights relating to the License Agreement and Royalty-Bearing Products. The
      Collateral shall include all good will connected with or symbolized by any
      of
      such general intangibles; all contract rights, documents, applications,
      licenses, materials and other matters related to such general intangibles;
      all
      tangible property embodying or incorporating any such general intangibles;
      and
      all chattel paper and instruments relating to such general
      intangibles.

     

    
      
         

      

      
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    (g)
      All
      negotiable and nonnegotiable documents of title covering any
      Collateral.

    


    (h)
      All
      accessions, attachments and other additions to the Collateral, and all tools,
      parts and equipment required to be used in connection with the
      Collateral.

    


    (i)
      All
      substitutes or replacements for any Collateral, all cash or non-cash proceeds,
      product, rents and profits of any Collateral, all income, benefits and property
      receivable on account of the Collateral, all rights under warranties,
      indemnities and insurance contracts, letters of credit, guaranties or other
      supporting obligations covering the Collateral, and any causes of action
      relating to the Collateral.

    


    (j)
      All
      books and records pertaining to any Collateral, including but not limited to
      any
      computer-readable memory and any computer hardware or software necessary to
      process such memory ("Books and Records").

    


    2.
      THE
      INDEBTEDNESS. The Collateral secures and will secure all Indebtedness of
      Technest to the Purchaser. "Indebtedness" means all debts, obligations or
      liabilities now or hereafter existing, absolute or contingent of Technest to
      the
      Purchaser, whether voluntary or involuntary, whether due or not due, or whether
      incurred directly or indirectly or acquired by the Purchaser by assignment
      or
      otherwise. 

    


    3.
      PLEDGOR'S COVENANTS. The Pledgor represents, covenants and warrants that unless
      compliance is waived by the Purchaser in writing:

    


    (a)
      The
      Pledgor will properly preserve the Collateral; defend the Collateral against
      any
      adverse claims and demands; and keep accurate Books and Records.

    


    (b)
      The
      Pledgor’s chief executive office is located in the state specified on the
      signature page hereof. In addition, the Pledgor is incorporated in or organized
      under the laws of the state specified on such signature page. The Pledgor shall
      give the Purchaser at least three (3) days notice before changing its chief
      executive office or state of incorporation or organization. The Pledgor will
      notify the Purchaser in writing prior to any change in the location of any
      Collateral, including the Books and Records.

    


    (c)
      The
      Pledgor will notify the Purchaser in writing prior to any change in the
      Pledgor's name, identity or business structure.

     

    
      
         

      

      
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    (d)
      Except to the Purchaser or as Purchaser may hereafter agree, the Pledgor has
      not
      granted and will not grant any security interest in any of the Collateral,
      and
      will keep the Collateral free of all liens, claims, security interests and
      encumbrances of any kind or nature.

    


    (e)
      The
      Pledgor will promptly notify the Purchaser in writing of any event which
      materially and adversely affects the value of the Collateral, the ability of
      the
      Pledgor or the Purchaser to dispose of the Collateral, or the rights and
      remedies of the Purchaser in relation thereto, including, but not limited to,
      the levy of any legal process against any Collateral and the adoption of any
      marketing order, arrangement or procedure affecting the Collateral, whether
      governmental or otherwise.

    


    (f)
      The
      Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce
      and collect the Collateral, including but not limited to taxes, assessments,
      insurance premiums, repairs, rent, storage costs and expenses of sales, and
      any
      costs to perfect the Purchaser’s security interest (collectively, the
“Collateral Costs”). Without waiving the Pledgor's default for failure to make
      any such payment, the Purchaser at its option, upon notice to Pledgor, may
      pay
      any such Collateral Costs, and discharge encumbrances on the Collateral, and
      such Collateral Costs payments shall be a part of the Indebtedness and bear
      interest at the rate set out in the Indebtedness. The Pledgor agrees to
      reimburse the Purchaser on demand for any Collateral Costs so
      incurred.

    


    (g)
      Until
      the Purchaser exercises its rights to make collection, the Pledgor will
      diligently collect all Collateral.

    


    (h)
      If
      any Collateral is or becomes the subject of any registration certificate,
      certificate of deposit or negotiable document of title, including any warehouse
      receipt or bill of lading, the Pledgor shall immediately deliver such document
      to the Purchaser, together with any necessary endorsements.

    


    (i)
      The
      Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose
      of
      any Collateral except with the prior written consent of the Purchaser; provided,
      however, that the Pledgor may sell inventory of Royalty-Bearing Products in
      the
      ordinary course of business and will use its best efforts to develop, market
      and
      sell Royalty-Bearing Products.

    


    (j)
      The
      Pledgor will maintain and keep in force insurance covering the Collateral
      against fire and extended coverages, to the extent that any Collateral is of
      a
      type which can be so insured. Such insurance shall require losses to be paid
      on
      a replacement cost basis, be issued by insurance companies acceptable to the
      Purchaser and include a loss payable endorsement in favor of the Purchaser
      in a
      form acceptable to the Purchaser. Upon the request of the Purchaser, the Pledgor
      will deliver to the Purchaser a copy of each insurance policy, or, if permitted
      by the Purchaser, a certificate of insurance listing all insurance in
      force.

     

    
      
         

      

      
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    (k)
      The
      Pledgor will not attach any Collateral to any real property or fixture in a
      manner which might cause such Collateral to become a part thereof unless the
      Pledgor first obtains the written consent of any owner, holder of any lien
      on
      the real property or fixture, or other person having an interest in such
      property to the removal by the Purchaser of the Collateral from such real
      property or fixture. Such written consent shall be in form and substance
      acceptable to the Purchaser and shall provide that the Purchaser has no
      liability to such owner, holder of any lien, or any other person.

    


    (l)
      The
      Pledgor
      will at its expense protect and defend all rights in the Collateral against
      any
      material claims and demands of all persons other than the Purchaser and will,
      at
      its expense, enforce all rights in the Collateral against any and all infringers
      of the Collateral where such infringement would materially impair the value
      or
      use of the Collateral to the Pledgor or the Purchaser.
      The
      Pledgor
      will not license or transfer any of the Collateral, except for such licenses
      as
      are customary in the ordinary course of the Pledgor's business, or except with
      the Purchaser's prior written consent.

    


    (m)
      Pledgor is duly incorporated, validly existing and in good standing under the
      laws of the jurisdiction of its incorporation, with the requisite corporate
      power and authority to own and use its properties and assets and to carry on
      its
      business as currently conducted. Pledgor is not in violation or default of
      any
      of the provisions of its certificate or articles of incorporation, bylaws or
      other organizational or charter documents. 

    


    (n) Pledgor
      has the requisite corporate power and authority to enter into and to consummate
      the transactions contemplated by this Agreement and otherwise to carry out
      its
      obligations hereunder. The execution and delivery of this Agreement by the
      Pledgor and the consummation by it of the transactions contemplated hereby
      have
      been duly authorized by all necessary action on the part of the Pledgor and
      no
      further action is required by the Pledgor, or its board of directors, in
      connection therewith. This Agreement constitutes the valid and binding
      obligation of Pledgor enforceable against it in accordance with its terms except
      (i) as limited by general equitable principles and applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies and (iii) insofar as indemnification and contribution
      provisions may be limited by applicable law. The License Agreement constitutes
      the valid and binding obligation of the Pledgor and, to the knowledge of the
      Pledgor, constitutes the valid and binding obligation of Technest, enforceable
      against each in accordance with the terms thereof except (x) as limited by
      general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (y) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (z) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

     

    
      
         

      

      
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    (o)
      The
      execution, delivery and performance of this Agreement by Pledgor and the
      consummation by it of the transactions contemplated hereby do not and will
      not:
      (i) conflict with or violate any provision of Pledgor’s certificate or articles
      of incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with, or constitute a default (or an event that with notice or lapse
      of
      time or both would become a default) under, result in the creation of any Lien
      upon any of the properties or assets of Pledgor, or give to others any rights
      of
      termination, amendment, acceleration or cancellation (with or without notice,
      lapse of time or both) of, any agreement, credit facility, debt or other
      instrument (evidencing a Pledgor debt or otherwise) or other understanding
      to
      which the Pledgor is a party or by which any property or asset of Pledgor is
      bound or affected, or (iii) conflict with or result in a violation of any law,
      rule, regulation, order, judgment, injunction, decree or other restriction
      of
      any court or governmental authority to which the Pledgor is subject, or by
      which
      any property or asset of Pledgor is bound or affected. The representations
      and
      warranties made by the Pledgor in the License Agreement, and to the knowledge
      of
      Pledgor, the representations and warranties made by Technest in the License
      Agreement, are true and correct in all material respects. 

    


    (p)
      There
      is no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of Pledgor, threatened against or affecting Pledgor
      or Technest or any of their respective properties before or by any court,
      arbitrator, governmental or administrative agency or regulatory authority
      (federal, state, county, local or foreign) which adversely affects or challenges
      the legality, validity or enforceability of the License Agreement or this
      Agreement.

    


    (q)
      Pledgor is not in default under or in violation of (and no event has occurred
      that has not been waived that, with notice or lapse of time or both, would
      result in a default by Pledgor under), nor has Pledgor received notice of a
      claim that it is in default under or that it is in violation of, the License
      Agreement. To the knowledge of Pledgor, Technest has not breached any material
      provision of the License Agreement. 

    


    (r)
      Pledgor shall not amend, terminate, or consent to or suffer to exist any
      amendment or termination of, the License Agreement. Pledgor will comply with
      all
      its material obligations under the License Agreement.

    


    4.
      ADDITIONAL OPTIONAL REQUIREMENTS.
      The
      Pledgor
      agrees that the Purchaser may at its option at any time, upon reasonable prior
      notice to Pledgor, whether or not the Pledgor is in default:

     

    
      
         

      

      
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    (a)
      Require the Pledgor to deliver to the Purchaser (i) copies of or extracts from
      the Books and Records, and (ii) information on any contracts or other matters
      materially affecting the Collateral.

    


    (b)
      Examine, during normal business hours, the Collateral, including the Books
      and
      Records, and make copies of or extracts from the Books and Records, and for
      such
      purposes enter at any reasonable time upon the property where any Collateral
      or
      any Books and Records are located.

    


    (c)
      Require the Pledgor to deliver to the Purchaser any instruments, chattel paper
      or letters of credit which are part of the Collateral, and to assign to the
      Purchaser the proceeds of any such letters of credit.

    


    (d)
      Notify any account debtors, any buyers of the Collateral, or any other persons
      of the Purchaser's interest in the Collateral.

    


    (e)
      Perform any of Pledgor’s obligations under the License Agreement that Pledgor
      has failed (or threatened to fail) to perform, at the sole cost and expense
      of
      Pledgor. The foregoing shall not impose any obligation on Purchaser to perform
      any such obligation.

    


    5.
      DEFAULTS. Any one or more of the following shall be a default
      hereunder:

    


    (a)
      Any
      Event of Default occurs under the Debenture.

    


    (b)
      The
      Purchaser fails to have an enforceable first priority lien on or security
      interest in the Collateral.

    


    6.
      PURCHASER'S REMEDIES AFTER DEFAULT. In the event of any default, the Purchaser
      may do any one or more of the following:

    


    (a)
      Declare any Indebtedness immediately due and payable, without notice or
      demand.

    


    (b)
      Enforce
      the security interest given hereunder pursuant to the Uniform Commercial Code
      and any other applicable law.

    


    (c)
      Require the Pledgor to obtain the Purchaser's prior written consent to any
      sale,
      lease, agreement to sell or lease, or other disposition of any Collateral
      consisting of inventory.

    


    (d)
      Require the Pledgor to segregate all collections and proceeds of the Collateral
      so that they are capable of identification and deliver daily such collections
      and proceeds to the Purchaser in kind.

     

    
      
         

      

      
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    (e)
      Require the Pledgor, to the extent not previously required, to direct all
      account debtors to forward all payments and proceeds of the Collateral to a
      post
      office box or account under the Purchaser's exclusive control.

    


    (f)
      Require the Pledgor to assemble the Collateral, including the Books and Records,
      and make them available to the Purchaser at a place designated by the
      Purchaser.

    


    (g)
      Enter
      upon the property where any Collateral, including any Books and Records, are
      located and take possession of such Collateral and such Books and Records,
      and
      use such property (including any buildings and facilities) and any of the
      Pledgor's equipment, if the Purchaser deems such use necessary or advisable
      in
      order to take possession of, hold, preserve, process, assemble, prepare for
      sale
      or lease, market for sale or lease, sell or lease, or otherwise dispose of,
      any
      Collateral.

    


    (h)
      Demand and collect any payments on and proceeds of the Collateral. In connection
      therewith, the Pledgor irrevocably authorizes the Purchaser to endorse or sign
      the Pledgor's name on all checks, drafts, collections, receipts and other
      documents, and to take possession of and open the mail addressed to the Pledgor
      and remove therefrom any payments and proceeds of the Collateral.

    


    (i)
      Grant
      extensions and compromise or settle claims with respect to the Collateral for
      less than face value, all without prior notice to the Pledgor.

    


    (j)
      Use
      or transfer any of the Pledgor's rights and interests in any intellectual
      property rights now owned or hereafter acquired by the Pledgor, if the Purchaser
      deems such use or transfer necessary or advisable in order to take possession
      of, hold, preserve, process, assemble, prepare for sale or lease, market for
      sale or lease, sell or lease, or otherwise dispose of, any
      Collateral.
      The
      Pledgor
      agrees that any such use or transfer shall be without any additional
      consideration to the Pledgor. 

    


    (k)
      Have
      a receiver appointed by any court of competent jurisdiction to take possession
      of the Collateral.
      The
      Pledgor
      hereby consents to the appointment of such a receiver and agrees not to oppose
      any such appointment.

    


    (l)
      Take
      such measures as the Purchaser may deem necessary or advisable to take
      possession of, hold, preserve, process, assemble, insure, prepare for sale
      or
      lease, market for sale or lease, sell or lease, or otherwise dispose of, any
      Collateral, and the Pledgor hereby irrevocably constitutes and appoints the
      Purchaser as the Pledgor's attorney-in-fact to perform all acts and execute
      all
      documents in connection therewith.

     

    
      
         

      

      
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    (m)
      Exercise any other remedies available to the Purchaser at law or in
      equity.

    


    7.
      ENVIRONMENTAL MATTERS.

    


    (a)
      The
      Pledgor
      represents and warrants: (i) it is not in violation of any health, safety,
      or
      environmental law or regulation regarding hazardous substances and (ii) it
      is
      not the subject of any claim, proceeding, notice, or other communication
      regarding hazardous substances. "Hazardous substances" means any substance,
      material or waste that is or becomes designated or regulated as "toxic,"
      "hazardous," "pollutant," or "contaminant" or a similar designation or
      regulation under any current or future federal, state or local law (whether
      under common law, statute, regulation or otherwise) or judicial or
      administrative interpretation of such, including without limitation petroleum
      or
      natural gas.

    


    (b)
      The
      Pledgor
      shall deliver to the Purchaser, promptly upon receipt, copies of all notices,
      orders, or other communications regarding (i) any enforcement action by any
      governmental authority relating to health, safety, the environment, or any
      hazardous substances with regard to the Pledgor's property, activities, or
      operations, or (ii) any claim against the Pledgor regarding hazardous
      substances.

    


    (c)
      The
      Purchaser and its agents and representatives will have the right at any
      reasonable time, after giving reasonable notice to the Pledgor, to enter and
      visit any locations where the Collateral is located for the purposes of
      observing the Collateral, taking and removing environmental samples, and
      conducting tests.
      The
      Pledgor shall reimburse the Purchaser on demand for the costs of any such
      environmental investigation and testing. The
      Purchaser will make reasonable efforts during any site visit, observation or
      testing conducted pursuant to this paragraph to avoid interfering with the
      Pledgor’s use of the Collateral.
      The
      Purchaser is under no duty to observe the Collateral or to conduct tests, and
      any such acts by the Purchaser will be solely for the purposes of protecting
      the
      Purchaser's security and preserving the Purchaser's rights under this Agreement.
      No site visit, observation or testing or any report or findings made as a result
      thereof (“Environmental Report”) will (i) result in a waiver of any default of
      the Pledgor; (ii) impose any liability on the Purchaser; or (iii) be a
      representation or warranty of any kind regarding the Collateral (including
      its
      condition or value or compliance with any laws) or the Environmental Report
      (including its accuracy or completeness). In the event the Purchaser has a
      duty
      or obligation under applicable laws, regulations or other requirements to
      disclose an Environmental Report to the Pledgor or any other party, the Pledgor
      authorizes the Purchaser to make such a disclosure.
      The
      Purchaser may also disclose an Environmental Report to any regulatory authority,
      and to any other parties as necessary or appropriate in the Purchaser’s
      judgment. The
      Pledgor
      further understands and agrees that any Environmental Report or other
      information regarding a site visit, observation or testing that is disclosed
      to
      the Pledgor by the Purchaser or its agents and representatives is to be
      evaluated (including any reporting or other disclosure obligations of the
      Pledgor) by the Pledgor without advice or assistance from the
      Purchaser.

     

    
      
         

      

      
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    (d)
      The
      Pledgor
      will indemnify and hold harmless the Purchaser from any loss or liability the
      Purchaser incurs in connection with or as a result of this Agreement, which
      directly or indirectly arises out of the use, generation, manufacture,
      production, storage, release, threatened release, discharge, disposal or
      presence of a hazardous substance. This indemnity will apply whether the
      hazardous substance is on, under or about the Pledgor's property or operations
      or property leased to the Pledgor. The indemnity includes but is not limited
      to
      attorneys' fees (including the reasonable estimate of the allocated cost of
      in-house counsel and staff). The indemnity extends to the Purchaser, its
      affiliates and all of their directors, officers, employees, agents, successors,
      attorneys and assigns.

    


    8.
      MISCELLANEOUS.

    


    (a)
      Any
      waiver, express or implied, of any provision hereunder and any delay or failure
      by the Purchaser to enforce any provision shall not preclude the Purchaser
      from
      enforcing any such provision thereafter.

    


    (b)
      The
      Pledgor
      shall, at the request of the Purchaser, execute such other agreements,
      documents, instruments, or financing statements in connection with this
      Agreement as the Purchaser may reasonably deem necessary.

    


    (c)
      This
      Agreement shall be governed by and construed according to the laws of the State
      of New York, to the jurisdiction of which the parties hereto
      submit.

    


    (d)
      All
      rights and remedies herein provided are cumulative and not exclusive of any
      rights or remedies otherwise provided by law. Any single or partial exercise
      of
      any right or remedy shall not preclude the further exercise thereof or the
      exercise of any other right or remedy.

    


    (e)
      All
      terms not defined herein are used as set forth in the Uniform Commercial Code
      and capitalized terms used herein without definition have the meanings set
      forth
      in the Securities Purchase Agreement, dated the date hereof, between Technest
      and Purchaser.

    


    (f)
      In the
      event of any action by the Purchaser to enforce this Agreement or to protect
      the
      security interest of the Purchaser in the Collateral, or to take possession
      of,
      hold, preserve, process, assemble, insure, prepare for sale or lease, market
      for
      sale or lease, sell or lease, or otherwise dispose of, any Collateral, the
      Pledgor agrees to pay immediately the costs and expenses thereof, together
      with
      reasonable attorney's fees and allocated costs for in-house legal services
      to
      the extent permitted by law.

     

    
      
         

      

      
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    (g)
      In
      the event the Purchaser seeks to take possession of any or all of the Collateral
      by judicial process, the Pledgor hereby irrevocably waives any bonds and any
      surety or security relating thereto that may be required by applicable law
      as an
      incident to such possession, and waives any demand for possession prior to
      the
      commencement of any such suit or action.

    


    (h)
      The
      Purchaser's rights hereunder shall inure to the benefit of its successors and
      assigns. In the event of any assignment or transfer by the Purchaser of any
      of
      the Indebtedness or its security interest in the Collateral, the Purchaser
      thereafter shall be fully discharged from any responsibility with respect to
      the
      Collateral so assigned or transferred, but the Purchaser shall retain all rights
      and powers hereby given with respect to any of the Indebtedness or the
      Collateral not so assigned or transferred. All representations, warranties
      and
      agreements of the Pledgor shall be binding upon the successors and assigns
      of
      the Pledgor.

    


    (i)
      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.


    
      
         

         

      

      
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    The
      parties executed this Agreement as of May 31, 2007.

    


    

      
        	 	 
	 	
                SHELTER
                  ISLAND OPPORTUNITY FUND, LLC 

              
	 	
                By:
                  Shelter Island GP, LLC, its Manager

              
	 	 
	 	 
	 	
                By:
                  /s/ Randall P. Stern

              
	 	
                Title:
                  President

              
	 	 
	 	
                Address
                  for Notices:

              
	 	
                One
                  East 52nd
                  Street

              
	 	
                New
                  York, New York 10022

              
	 	 
	 	
                Attention:
                  Randall P. Stern

              
	 	 
	 	
                MARKLAND
                  TECHNOLOGIES, INC.

              
	 	 
	 	
                By:
                  /s/Gino M. Pereira

              
	 	
                Title:
                  Chief Financial Officer

              
	 	 
	 	
                Pledgor's
                  Location:

              
	 	
                222
                  Metro Center Blvd.

              
	 	
                Warwick,
                  RI 02886

              
	 	
                Pledgor’s
                  state of

              
	 	
                incorporation:
                  Florida

              


      

    

     

     

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