Pursuant to agreement, Technest agreed to acquire all of the outstanding membership interests of AccelPath, in consideration for 86,151,240 newly-issued shares of Technest’s common stock in the aggregate.

Pursuant to the settlement agreement between Technest and EOIR, Technest is entitled to receive $5,000,000 within sixty days after EOIR is awarded a contract under the Warrior Enabling Broad Sensor Services Indefinite Delivery Indefinite Quantity (ID/IQ) contract.

Also as part of the AccelPath transaction, Technest entered into a definitive securities purchase agreement to issue 300 shares of its Series E 5% Convertible Preferred Stock to Southridge Partners II, LP for a purchase price of $300,000.

The transaction is expected to close in February 2011 subject to customary closing conditions.