Unassociated Document


    EXHIBIT
      10.6

    


    


    AGREEMENT
      RELATING TO CERTAIN PROMISSORY NOTES

    


    THIS
      AGREEMENT RELATING
      TO A CERTAIN PROMISSORY NOTES
      (the
“Agreement”),
      dated
      as of August 4, 2006, 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 Quincy, Massachusetts.

     

    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 her shares of EOIR to Markland, EOIR issued to the
      Holder a promissory note with a principal amount of $662,288.00 (the
“Note”);
      and

     

    WHEREAS,
      the
      current outstanding principal on the Note is $608,954.46; and

     

    WHEREAS,
      repayment of the Note is secured by a first position 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”);
      and

     

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

     

    WHEREAS,
      Technest is undertaking a financing with Silicon Valley Bank, a California
      chartered bank (the “Bank”);
      and

     

    WHEREAS,
      the
      Bank has conditioned its provision of financing on, among other things, its
      obtaining a first position security interest in all of the assets of Technest
      and its subsidiaries; 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 the Bank, to
      subordinate the Security Interest to the Bank 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 her rights under the Security Interest and the Pledge
      to
      the Bank. In furtherance of this, on a date to be determined, but not later
      than
      three business days prior to the Closing Date (as that term is defined below),
      the Holder agrees to deliver to Technest three (3) executed copies of the
      Subordination Agreement attached hereto as Exhibit
      A
      accompanied by three (3) executed copies of the Instruction Letter to the
      Shareholder’s Representative attached hereto as Exhibit
      B.
      For
      purposes of this Agreement, the Closing Date shall mean the closing date of
      the
      financing with the Bank.

     

    2. Allonge
      On the
      Closing Date, the parties shall enter into the Allonge in the form attached
      hereto as Exhibit
      C.

     

    3. Stock
      Grant
      Not less
      than five business days following the Closing Date, Technest shall issue to
      the
      Holder that number of shares of its common stock, $.001 par value per share
      (the
“Common
      Stock”)
      a
      fraction, rounded up to the nearest whole number of shares, the numerator of
      which shall be $82,500, and the denominator of which shall be the closing price
      of the Common Stock on the Closing Date. Such issuance shall be made pursuant
      to
      a Restricted Stock Agreement in substantially the same form as attached hereto
      as Exhibit
      D.
      On the
      Closing Date, the parties shall enter into the Restricted Stock
      Agreement.

     

    4. 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.

     

    5. 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.

     

    6. 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
      Pereira                              
  

    Name:
      Gino
      Pereira                                

    Title:
      Chief
      Financial
      Officer                


    


    


    TECHNEST
      HOLDINGS, INC.

    By:
      /s/
      Gino
      Pereira                               
  

    Name:
      Gino
      Pereira                               
 

    Title:
      Chief
      Financial
      Officer                 

     

     

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