X0202 4 2004-02-14 0001102833 MARKLAND TECHNOLOGIES INC MRKL 0001077800 TECHNEST HOLDINGS INC 90 GROVE STREET, SUITE 205 RIDGEFIELD CT 06877 0 0 1 0 Common Stock 2004-02-14 2005-02-14 4 A 0 10168764 7000000.00 A 10168764 D Common Stock 2004-02-14 2005-02-14 4 D 0 4358042 3000000.00 D 0 D Common Stock 2004-02-14 2005-02-14 4 D 0 2905361 2000000.00 D 0 D Common Stock 2004-02-14 2005-02-14 4 D 0 2905361 2000000.00 D 0 D Pursuant to a Securities Purchase Agreement between Markland Technologies, Inc. and Technest Holdings, Inc. dated (February 14, 2005). Markland Technologies, Inc. deposited with the Escrow Agent, for the benefit and on behalf of Jason Geng, 4,358,042 share of Markland Common Stock which had a value of $3,000,000 (as determined based on the Stock Price and adjusted in accordance with Section 2.1.7(b)) on February 14, 2005. Should Technest seek indemnification pursuant to certain provisions of the Agreement and Plan of Merger, ownership of some of the shares of Markland Technologies, Inc. held in escrow may revert back to Technest Holdings, Inc. In the event Markland or Technest suffers a loss resulting from (a) the breach of any representation, warranty or covenant made by Genex Technologies, Inc. or Jason Geng in the Merger Agreement or (b) the results of an audit of Genex Technologies, Inc. being conducted by the Defense Contract Audit Agency, a number of shares of common stock of Markland Technologies, Inc. having a value of up to $2,000,000 held in escrow pursuant to the terms of an Escrow Agreement between Markland, Technest, Genex, Jason Geng and Wilmington Trust Company, dated as of February 14, 2005 may be paid by Jason Geng to Technest to recover such loss. On February 14, 2004, Technest paid shares of Markland Common Stock to Jason Geng as provided in the Agreement and Plan of Merger between Technest Holdings, Inc., Markland Technologies, Inc., Genex Technologies, Inc. Mtech Acquisition, Inc. and Jason Geng. /s/ Robert Tarini, CEO and Director, Technest Holdings, Inc. 2005-02-16