X0202 4 2005-02-22 0001102833 MARKLAND TECHNOLOGIES INC MRKL 0001221348 TARINI ROBERT PO BOX 1490 COVENTRY, RI 02816 1 1 0 0 Chief Executive Officer Common Stock 2005-02-22 2005-02-22 4 S 0 58500 .585 D 6827061 D Common Stock 2005-02-22 2005-02-22 4 S 0 14000 .59 D 6813061 D Common Stock 2005-02-22 2005-02-22 4 S 0 37974 .595 D 6775087 D Common Stock 2005-02-22 2005-02-22 4 S 0 20000 .60 D 6755087 D Common Stock 2005-02-22 2005-02-22 4 S 0 33500 .56 D 102500 I See Note Common Stock 2005-02-22 2005-02-22 4 S 0 28900 .565 D 73600 I See Note Common Stock 2005-02-22 2005-02-22 4 S 0 56500 .57 D 17100 I See Note Common Stock 2005-02-22 2005-02-22 4 S 0 14500 .58 D 2600 I See Note Common Stock 2005-02-22 2005-02-22 4 S 0 2600 .585 D 0 I See Note Technest Holdings Inc. Series B Convertible Preferred Stock Common Stock 143678 149425 I See Note Shares of Series B Preferred Stock, $.001 par vale per share of Technest Holdings, Inc., a subsidiary of Markland Technologies, Inc. The Series B Preferred Stock will be convertible into Markland common stock upon the earlier to occur of (a) February 14, 2006 or (b) a date which is the first trading day after the date on which Markland common stock has a closing bid price of $2.50 or more for five consecutive trading days. The number of shares to be issued will be determined by dividing the quotient of (a) $5,000,000 divided by the lower of (i) $0.60 and (ii) the market price (as defined in the Merger Agreement) by (b) 1,149,425. Market Price means the average closing bid for the 20 previous trading days. Upon conversion, the aggregate number of Markland common shares held by the holders of Series B Preferred Stock and its affiliates may not exceed 4.999% of the outstanding shares of Markland common stock. The holder may demand a waiver of this limitation but such waiver will not be effective for 65 days after the request, is limited to the holder itself and only allows the holder to hold up to 9.999% of the outstanding Markland common stock. Shares of the Series B Preferred Stock have a liquidation preference of $2.175 per share, may only vote on changes to the rights, privileges and priority of the Series B Preferred Stock, do not accrue dividends, are not redeemable and are convertible into Markland common stock. Shares owned by SyQwest, Inc., a Rhode Island corporation. The Reporting Person may be deemed to be the beneficial owner of the shares of SyQwest, Inc., being that he holds 40% of the currently outstanding stock of SyQwest, Inc. Shares owned by ipPartners, Inc., a Rhode Island corporation. The Reporting Person may be deemed to be the beneficial owner of the shares of ipPartners, Inc., being that he is a majority stockholder of ipPartners, Inc. Not applicable. /s/ Robert Tarini 2005-02-24