EXHIBIT 10.2 AGREEMENT TO TERMINATE LEASES

                                                                                                                                                                                                                            EXHIBIT 10.2

AGREEMENT TO TERMINATE LEASES

THIS AGREEMENT (this " Agreement "), dated as of October 4, 2005, by and among Markland Technologies, Inc., a Florida corporation (the " Company "), Technest Holdings, Inc., a Nevada corporation ("Technest") and Southridge Holdings LLC ("Holdings").

W I T N E S S E T H  T H A T:

WHEREAS, the parties wish to terminate certain real estate leases with respect to certain commercial office space located in Ridgefield, Connecticut (the "Leases").

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties, intending to be legally bound by this Agreement, agree as follows:

1.

Termination.  The Leases are hereby terminated as of the date of this Agreement.  As consideration for early termination, the Company and Technest ag