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EXHIBIT 10.2
LOCK-UP AGREEMENT
February [__], 2005
Markland Technologies, Inc.
54 Danbury Road #207
Ridgefield, Connecticut 06877
Technest Holdings, Inc.
90 Grove Street
Ridgefield, Connecticut 06877
Re: Lock-up Agreement
Ladies and Gentlemen:
This letter is being delivered to you in
connection with the proposed Merger
Agreement (the "MERGER AGREEMENT") by and
among Markland Technologies, Inc. a
Florida corporation ("MARKLAND"), Technest
Holdings, Inc., a Nevada corporation
(the "TECHNEST"), Genex Technologies, Inc.,
a Maryland corporation ("GENEX"),
[Merger Sub] a Delaware corporation
("MERGER SUB") and each of the Selling
Stockholders named therein, pursuant to
which the undersigned shall receive
shares of Markland common stock, $.0001 par
value per share ("MARKLAND COMMON
STOCK") and may receive shares of Technest
common stock, $.001 par value per
share ("TECHNEST COMMON STOCK").
In connection with the proposed Merger
Agreement, (a) Markland has agreed to
enter into a Registration Rights Agreement
with the undersigned (the "MARKLAND
REGISTRATION RIGHTS AGREEMENT") pursuant to
which, among other things, Markland
will agree to prepare and file with the
Securities and Exchange Commission (the
"SEC") a "Shelf" Registration Statement
covering the resale of the shares of
Markland Common Stock received pursuant to
the Merger Agreement by the
undersigned (the "MARKLAND SHARES") in an
offering to be made on a continuous
basis; and (b) Technest has agreed to enter
into a Registration Rights Agreement
with the undersigned (the "TECHNEST
REGISTRATION RIGHTS AGREEMENT") pursuant to
which, among other things, Technest will
agree to prepare and file with the
Securities and Exchange Commission (the
"SEC") a "Shelf" Registration Statement
covering the resale of the shares of
Technest Common Stock received pursuant to
the Merger Agreement by the undersigned
(the "TECHNEST SHARES") in an offering
to be made on a continuous basis.
In order to induce you and the other
parties to enter into the Merger Ag
