Unassociated Document

Exhibit
    10.54
     

    THIRD
      LOAN MODIFICATION AGREEMENT

     

    This
      Third Loan Modification Agreement (this “Loan Modification Agreement”) is
      entered into as of September 12, 2007, and is effective as of August 3, 2007,
      by
      and among
      (i)
SILICON
      VALLEY BANK,
      a
      California corporation and with a loan production office located at One Newton
      Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462
      (“Bank”), and (ii) TECHNEST
      HOLDINGS, INC.,
      a
      Nevada corporation, with offices at 1 McKinley Sq., Fifth Floor, Boston,
      Massachusetts 02109 (“Technest”), E-OIR
      TECHNOLOGIES, INC.,
      a
      Virginia corporation, with offices at 10300 Spotsylvania Ave., Suite 220,
      Fredericksburg, Virginia 22408 (“EOIR”), and GENEX
      TECHNOLOGIES INCORPORATED,
      a
      Maryland corporation, with offices at 10411 Motor City Drive, Suite 650,
      Bethesda, Maryland 20817 (“Genex”) (hereinafter, Technest, EOIR and Genex are
      jointly and severally, individually and collectively, referred to as
“Borrower”).

     

    1.    DESCRIPTION
      OF EXISTING INDEBTEDNESS AND OBLIGATIONS.
      Among
      other indebtedness and obligations which may be owing by Borrower to Bank,
      Borrower is indebted to Bank pursuant to a loan arrangement dated as of August
      4, 2006, evidenced by, among other documents, a certain Loan and Security
      Agreement (Working Capital Line of Credit) dated as of August 4, 2006, between
      Borrower and Bank, as amended by a certain First Loan Modification Agreement
      dated as of February 14, 2007, between Borrower and Bank, and as further amended
      by a certain Second Loan Modification Agreement dated as of April 3, 2007,
      between Borrower and Bank (as amended, the “Loan Agreement”). Capitalized terms
      used but not otherwise defined herein shall have the same meaning as in the
      Loan
      Agreement.

     

    2.    DESCRIPTION
      OF COLLATERAL.
      Repayment
      of the Obligations is secured by the Collateral as described in the Loan
      Agreement and the Intellectual Property Collateral as described in a certain
      Intellectual Property Security Agreement dated August 4, 2006 (the “IP Security
      Agreement”) (together with any other collateral security granted to Bank, the
“Security Documents”).

     

    Hereinafter,
      the Security Documents, together with all other documents evidencing or securing
      the Obligations shall be referred to as the “Existing Loan
      Documents”.

     

    3.    DESCRIPTION
      OF CHANGE IN TERMS.

     

    
      	 	
              A.

            	
              Modifications
                to Loan Agreement.

            


    

     

    
      	 	
              1

            	
              The
                Loan Agreement shall be amended by deleting the following definition,
                appearing alphabetically in Section 13
                thereof:

            


    

     

    “ “Maturity
      Date”
is
      364
      days from the date of this Agreement.”

     

    and
      inserting in lieu thereof the following:

     

    “ “Maturity
      Date”
is
      February 3, 2008.”

     

    4.    FEES.
      Borrower
      shall pay to Bank a modification fee equal to Forty Thousand Dollars
      ($40,000.00), which fee shall be due on the date hereof and shall be deemed
      fully earned as of the date hereof. Borrower shall also reimburse Bank for
      all
      legal fees and expenses incurred in connection with this amendment to the
      Existing Loan Documents.

     

    5.    RATIFICATION
      OF IP SECURITY AGREEMENT.
      Except
      as set forth on Exhibit
      A
      to the
      First Loan Modification Agreement, Borrower hereby ratifies, confirms and
      reaffirms, all and singular, the terms and conditions of the IP Security
      Agreement and acknowledges, confirms and agrees that the IP Security Agreement
      contains an accurate and complete listing of all Intellectual Property
      Collateral as defined therein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.    RATIFICATION
      OF PERFECTION CERTIFICATES.
      Except
      as
      set forth on Exhibit
      A
      to the
      First Loan Modification Agreement, Technest
      hereby ratifies, confirms and reaffirms, all and singular, the terms and
      disclosures contained in a certain Perfection Certificate dated as of August
      4,
      2006 between Technest and Bank, and acknowledges, confirms and agrees the
      disclosures and information Borrower provided to Bank in the Perfection
      Certificate have not changed, as of the date hereof. Except
      as
      set forth on Exhibit
      A
      to the
      First Loan Modification Agreement, EOIR
      hereby ratifies, confirms and reaffirms, all and singular, the terms and
      disclosures contained in a certain Perfection Certificate dated as of August
      4,
      2006 between EOIR and Bank, and acknowledges, confirms and agrees the
      disclosures and information EOIR provided to Bank in the Perfection Certificate
      have not changed, as of the date hereof. Except
      as
      set forth on Exhibit
      A
      to the
      First Loan Modification Agreement, Genex
      hereby ratifies, confirms and reaffirms, all and singular, the terms and
      disclosures contained in a certain Perfection Certificate dated as of August
      4,
      2006 between Genex and Bank, and acknowledges, confirms and agrees the
      disclosures and information Genex provided to Bank in the Perfection Certificate
      have not changed, as of the date hereof.

     

    7.    CONSISTENT
      CHANGES.
      The
      Existing Loan Documents are hereby amended wherever necessary to reflect the
      changes described above.

     

    8.    RATIFICATION
      OF LOAN DOCUMENTS.
      Borrower hereby ratifies, confirms, and reaffirms all terms and conditions
      of
      all security or other collateral granted to the Bank, and confirms that the
      indebtedness secured thereby includes, without limitation, the
      Obligations.

     

    9.    NO
      DEFENSES OF BORROWER.
      Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses,
      claims, or counterclaims against Bank with respect to the Obligations, or
      otherwise, and that if Borrower now has, or ever did have, any offsets,
      defenses, claims, or counterclaims against Bank, whether known or unknown,
      at
      law or in equity, all of them are hereby expressly WAIVED and Borrower hereby
      RELEASES Bank from any liability thereunder.

     

    10.   CONTINUING
      VALIDITY.
      Borrower understands and agrees that in modifying the existing Obligations,
      Bank
      is relying upon Borrower’s representations, warranties, and agreements, as set
      forth in the Existing Loan Documents. Except as expressly modified pursuant
      to
      this Loan Modification Agreement, the terms of the Existing Loan Documents
      remain unchanged and in full force and effect. Bank’s agreement to modifications
      to the existing Obligations pursuant to this Loan Modification Agreement in
      no
      way shall obligate Bank to make any future modifications to the Obligations.
      Nothing in this Loan Modification Agreement shall constitute a satisfaction
      of
      the Obligations. It is the intention of Bank and Borrower to retain as liable
      parties all makers of Existing Loan Documents, unless the party is expressly
      released by Bank in writing. No maker will be released by virtue of this Loan
      Modification Agreement.

     

    11.    JURISDICTION/VENUE.
      Borrower accepts for itself and in connection with its properties,
      unconditionally, the exclusive jurisdiction of any state or federal court of
      competent jurisdiction in the Commonwealth of Massachusetts in any action,
      suit,
      or proceeding of any kind against it which arises out of or by reason of this
      Loan Modification Agreement; provided, however, that if for any reason Bank
      cannot avail itself of the courts of the Commonwealth of Massachusetts, then
      venue shall lie in Santa Clara County, California. NOTWITHSTANDING THE
      FOREGOING, THE BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING
      AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION
      WHICH THE BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE
      COLLATERAL OR TO OTHERWISE ENFORCE THE BANK’S RIGHTS AGAINST THE BORROWER OR ITS
      PROPERTY.

     

    12.    COUNTERSIGNATURE.
      This
      Loan Modification Agreement shall become effective only when it shall have
      been
      executed by Borrower and Bank.

     

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      remainder of this page is intentionally left blank]

     

    
      
         

      

      
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    This
      Loan
      Modification Agreement is executed as a sealed instrument under the laws of
      the
      Commonwealth of Massachusetts as of the date first written above.

     

     

    
      	BORROWER:	BANK:
	 	 
	TECHNEST HOLDINGS,
              INC.	SILICON VALLEY
              BANK
	 	 
	By: /s/ Gino M.
              Pereira                                                  	By: /s/ Gage
              Gilmore                                                  
	 	 
	Name:__________________________________	Name:________________________________
	 	 
	Title: Chief Financial
              Officer                                         	Title: Vice
              President                                                   
	 	 
	 	 
	E-OIR TECHNOLOGIES,
              INC.	 
	 	 
	By: /s/ Gino M.
              Pereira                                                  	 
	 	 
	Name:__________________________________	 
	 	 
	Title: Chief Financial
              Officer                                         	 
	 	 
	 	 
	GENEX TECHNOLOGIES
              INCORPORATED	 
	 	 
	By: /s/ Gino M.
              Pereira                                                  	 
	 	 
	Name:__________________________________	 
	 	 
	Title: Chief Financial
              Officer                                         	 


    

     

    The
      undersigned, MARKLAND TECHNOLOGIES, INC., ratifies, confirms and reaffirms,
      all
      and singular, the terms and conditions of: (a) a certain Unconditional Guaranty
      dated as of August 4, 2006 (the “Guaranty”), and (b) a certain Stock Pledge
      Agreement dated as of August 4, 2006 (the “Stock Pledge Agreement”) and
      acknowledges, confirms and agrees that the Guaranty and Stock Pledge Agreement
      each shall remain in full force and effect and shall in no way be limited by
      the
      execution of this Loan Modification Agreement, or any other documents,
      instruments and/or agreements executed and/or delivered in connection
      herewith.

    


    
      	 	MARKLAND TECHNOLOGIES,
              INC.
	 	 
	 	By: /s/ Gino M.
              Pereira                                                  
	 	 
	 	Name:__________________________________
	 	 
	 	Title: Chief Financial
              Officer                                         


    

     

     

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