X0202 3 2005-02-14 0 0001102833 MARKLAND TECHNOLOGIES INC MRKL 0001318278 Geng Zheng Jason 1001 SUGARBUSH TERRACE ROCKVILLE MD 20852 0 0 1 0 Common Stock 2905361 D Common Stock 7263403 I See note Shares issued pursuant to the Agreement and Plan of Merger between Markland Technologies, Inc. ("Markland"); Technest Holdings, Inc. ("Technest"); Mtech Acquisition, Inc., Genex Technologies, Inc. and Jason Geng dated February 15, 2005 (the "Merger Agreement"). The number of shares issued to Jason (the "Markland Shares") is subject to adjustment as discussed in Note (3). On February 14, 2005, Markland deposited with Wilminton Trust Company (the "Escrow Agent"), for the benefit and on behalf of Jason Geng 7,263,403 of the Markland Shares. These shares will be disbursed in accordance with the Merger Agreement and two escrow agreements by and among Markland, Technest, the reporting person, and the Escrow Agent. If the average volume-weighted closing price of the common stock, $.0001 par value per share of Markland ("Markland Common Stock"), for the ten (10) trading days subsequent to February 14, 2005 is (i) less than the Stock Price (as defined in the Merger Agreement), then the number of Markland Shares shall be re-determined using the After-Merger Stock Price (as defined in the Merger Agreement), and Technest shall promptly deliver to the reporting person the number of shares of Markland Common Stock equal to (A) the $7,000,000 divided by the After-Merger Stock Price minus (B) $7,000,000 divided by the Stock Price. If the After-Merger Stock Price is greater than the Stock Price, then the number of Markland Shares shall be re-determined using the After-Merger Stock Price, and the Genex Stockholder shall promptly deliver to Parent the number of shares of Markland Common Stock equal to (A) the Share Consideration divided by the Stock Price minus (B) $7,000,000 divided by the After-Merger Stock Price. Notwithstanding the foregoing, for purposes of calculating the foregoing adjustment, (i) if the After-Merger Stock Price is greater than the Stock Price plus $0.25, then the After-Merger Stock Price shall be equal to the Stock Price plus $0.25 and (ii) if the After-Merger Stock Price is less than the Stock Price minus $0.25, then the After-Merger Stock Price shall be equal to the Stock Price minus $0.25. /s/ Zheng Jason Geng 2005-02-18