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Technest to acquire AccelPath

Technest has entered into a definitive unit purchase agreement with AccelPath, a provider of digital telepathology and other services to laboratories and hospitals.

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.