Exhibit
10.8
AGREEMENT RELATING TO CERTAIN PROMISSORY
NOTES
THIS AGREEMENT
RELATING TO A CERTAIN PROMISSORY NOTES (the
“
Agreement ”),
dated as of May 31, 2007, 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 Fredericksburg, Virginia.
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 his shares of EOIR to Markland, EOIR
issued to the Holder a promissory note with a principal amount of
$662,288 (the “
Note ”);
and
WHEREAS ,
the current outstanding principal on the Note is $608,957.46;
and
WHEREAS ,
repayment of the Note is secured by a 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 ”),
which is currently subordinated to Silicon Valley Bank’s
security interest; and
WHEREAS ,
Technest is the successor to Markland’s interest in EOIR;
and
WHEREAS ,
Technest is undertaking a financing with Shelter Island Opportunity
Fund, LLC (“
Shelter Island ”);
and
WHEREAS ,
Shelter Island has conditioned its provision of financing on, among
other things, its obtaining a second position security interest in
all of the assets of Technest; and
WHEREAS ,
the Holder wishes, on the terms described in this Agreement and in
accordance with the other d
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