OFFICE LEASE AGREEMENT AMENDMENT NO.1

OFFICE LEASE AGREEMENT AMENDMENT   NO. 1 (the “ Amendment ”), dated as of November 1, 2006 (the “ Effective Date ”), by and among Genex Technologies, Incorporated (“ Genex ”), a Maryland corporation, Technest Holdings, Inc. (“ Technest ”), a Nevada corporation and Motor City Drive, LLC, a Maryland limited liability corporation (“ Motor City ”).

WHEREAS , on December 20, 2005, Genex, Motor City and E-OIR Technologies, Inc. (“ EOIR ”) entered into an Office Lease Agreement (the “ Lease ”) whereby Genex leased a portion of the office space located at 10411 Motor City Drive, Bethesda, Maryland, 20817 from Motor City; and

WHEREAS , Genex and EOIR desire that Technest be added as an additional tenant to the Lease, as that term is defined in the Lease;

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.      The preamble to the le