Exhibit
10.2
ASSET CONTRIBUTION
AGREEMENT
ASSET CONTRIBUTION AGREEMENT (the “
Agreement ”) dated as of November 1, 2006 (the “
Effective Date ”) between Technest Holdings, Inc., a
Nevada corporation (“ Technest ”), and Genex
Technologies Incorporated, a Maryland corporation and wholly owned
subsidiary of Technest (“ Genex ”).
WITNESSETH
WHEREAS,
Technest is the record owner of all of the outstanding capital
stock of Genex and therefore, Genex is a wholly-owned subsidiary of
Technest; and
WHEREAS,
Technest and Genex wish to transfer certain of the assets and
liabilities of Genex to Technest.
NOW THEREFORE,
in consideration of the foregoing and of the mutual covenants set
forth below, the parties hereby agree as follows:
1.
Contribution of Assets . Subject to the provisions of this
Agreement and effective as of the Effective Date, Genex agrees to
contribute, and Technest agrees to accept, all right, title and
interest in and to those assets, properties and business of Genex
existing as of the Effective Date, which shall include (i) all
rights under contracts, agreements or instruments to which Genex is
a party, such as all of Genex’s government contracts, (ii)
all rights, title and interest in Genex’s intellectual
property, equipment and fixtures (the “ Contributed
Assets ”),but shall exclude those assets set forth in
Schedule A attached hereto.
2.
Assumption of Liabilities . Upon the contribution of the
Contributed Assets, Technest shall assume and agree to pay or
discharge when due only those liabilities and obligations of Genex
set forth on Schedule B attached hereto. Technest expressly
does not and shall not assume any other liabilities or
obligations (whether known or unknown, whether absolute or
contingent, whether liquidated or unliquidated, whether due or to
become due, and whether claims with respect thereto are asserted
before or after the Effective Date), including, but not limited to,
liabilities or obligations related to or arising from grossly
negligent, reckless or willful actions or omissions by Jason Geng,
in his personal capacity or in his capacity as an officer or
director of Genex.
3.
Employment of Genex Employees . Upon the Effective Date, the
employment of each of the employees of G
