Election of New Board Members

On March 11, 2008, in accordance with the Release Agreement entered into between Technest Holdings, Inc. and Southridge Partners, LP dated August 31, 2007 (the "Release Agreement") and to fill vacancies currently on the board, Stephen M. Hicks, Henry Sargent and Laurence J. Ditkoff were elected to Technest's board of directors to represent Southridge Partners, LP, the holder of 51.25% of Technest's Common Stock. The Release Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 7, 2007 and is herein incorporated by reference.

Stephen M. Hicks is the Chief Executive Officer and founding principal of the Southridge LLC. Mr. Hicks sets the overall strategic direction for the Southridge group of companies, and is responsible for business development and execution. Mr. Hicks founded Southridge Capital Management, an investment firm that provides capital to growing enterprises internationally, in 1996. Active in the investment industry for over 20 years, Mr. Hicks has broad experience in financial structuring, derivatives, risk arbitrage, and investment banking. He received his BS in Business Administration from King's College in Briarcliff Manor, New York, and an MBA from Fordham University, in New York City.

Henry Sargent, JD, CFA, is Southridge LLC's Chief Compliance and Chief Operating Officer. His responsibilities include investment selection, deal structuring and monitoring, workouts, and reorganization. Prior to joining Southridge in 1998, Mr. Sargent spent several years at a New York-based corporate and securities law firm, specializing in private placements, venture capital financing, and corporate reorganizations. He received a BA from Connecticut College and his JD from Fordham University School of Law, NY. Mr. Sargent is a member of the New York Bar Association, the CFA Institute, and the New York Society of Security Analysts.

Laurence J. Ditkoff, CFA, CPA, is Southridge LLC's Director of Research and responsible for investment evaluation and selection, due diligence, and transaction structuring. He joined Southridge in 2000. He spent 14 years at Bell Atlantic Corporation and NYNEX, where he was responsible for financial oversight, cash flow forecasting, financial statement analysis, competitive threat analysis, and financial evaluation of new products. Mr. Ditkoff received a BA in Accounting from the University of Pennsylvania, and an MBA in Finance from Pace University, NY. He is a Certified Public Accountant for the State of New York.

(d) Exhibits

Exhibit No.         Description           Filed     Incorporated by reference
                                          with
                                          this
                                         Current
                                         Report
                                                  Form     Filing   Exhibit No.
                                                            Date
10.1        Release Agreement dated                8-K   September     10.1
            August 31, 2007 between                       7, 2007
            Technest Holdings, Inc. and
            Southridge Partners, LP