<PAGE>
EXHIBIT 10.31.3

                               EXCHANGE AGREEMENT

                  THIS EXCHANGE AGREEMENT (this "AGREEMENT") made as of this
27th day of March, 2003, by and between WOODWARD LLC, an entity organized and
existing under the laws of the Cayman Islands ("WOODWARD") and EUROTECH, LTD., a
District of Columbia corporation ("EUROTECH" or the "COMPANY"), and

                  When used in this Agreement, the following terms shall have
the specified definitions, unless the context otherwise requires:

                  "SERIES D STOCK" shall mean the Series D Preferred Stock of
Markland Technologies, Inc.("MARKLAND"), $.0001 par value.

                  "PREFERRED STOCK" shall mean the Series A 3% Convertible
Preferred Stock, $.01 par value, and Series B 5% Convertible Preferred Stock,
$.01 par value of Eurotech.

                                 R E C I T A L S

                  A. Woodward is the (i) owner of good and marketable title to
2,500 shares of the Eurotech Series A Preferred Stock, and (ii) holder of the
right to have issued to it 8,000 shares of the Eurotech Series B Preferred
Stock, in each case free and clear of all liens and encumbrances (such shares
and rights, the "EXCHANGED STOCK").

                  B. Eurotech wishes to (i) acquire the Series A Preferred Stock
from Woodward for the purpose of retiring such shares, and (ii) accept
Woodward's termination of its rights to acquire the Series B Preferred Stock ,
in each case in exchange for 16,000 shares of the Series D Stock, and Woodward
and Eurotech desire to effect such exchange (such transaction, the



<PAGE>

"EXCHANGE"), in each case on the terms set forth herein.

                  NOW, THEREFORE, for and in consideration of the premises and
the mutual agreement contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                  1. EXCHANGE. In consideration of the mutual benefits to be
gained by the parties hereto pursuant to the Exchange, at the Closing (as
defined below), Woodward agrees to exchange with Eurotech, and Eurotech agrees
to exchange with Woodward, respectively, the Exchanged Stock for the Series D
Stock.

                  2. CLOSING DATE. Subject to the satisfaction (or waiver) of
the conditions thereto set forth in Section 7 and Section 8 below, the date of
the closing of the Exchange pursuant to this Agreement (the "CLOSING DATE")
shall be on April 15, 2003 or such other mutually agreed upon time. The closing
of the transactions contemplated by this Agreement (the "CLOSING") shall occur
on the Closing Date at the offices of Krieger & Prager, 39 Broadway, Suite 1440,
New York, New York or at such other location as may be agreed to by the parties.

                  3. MUTUAL DELIVERIES. Upon the delivery by Woodward of the
Series A Stock duly endorsed for transfer, and the release and surrender of its
rights to receive the unissued Series B Stock, Eurotech shall deliver to
Woodward the Series D Stock, registered in the name of Woodward or its designee,
bearing substantially the following legend:

                  THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT
                  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                  (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
                  AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
                  EFFECTIVE REGISTRATION STATEMENT FOR THE



<PAGE>

                  SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
                  ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
                  REQUIRED.

         The delivery by Eurotech to Woodward of the Series D Stock at the
Closing shall coincide with and shall be deemed evidence of Woodward's release
and termination of it rights to receive Eurotech Series B Preferred Stock, as
referenced in that certain Termination and Release Agreement between the
parties, which agreement shall be delivered at the Closing (the "TERMINATION
AGREEMENT").

                  4. REPRESENTATIONS AND WARRANTIES OF EUROTECH. EUROTECH
represents and warrants to Woodward that:

                  (a) The Company has the corporate power and authority to enter
into this Agreement, and to perform its obligations hereunder. The execution and
delivery by the Company of this Agreement and the consummation by the Company of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company. This Agreement has been duly
executed and delivered by the Company and constitute a valid and binding
obligations of the Company enforceable against it in accordance with its terms,
subject to the effects of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and to the
application of equitable principles in any proceeding (legal or equitable).

                  (b) There is no pending, or to the knowledge of the Company,
threatened, judicial, administrative or arbitral action, claim, suit, proceeding
or investigation which might affect the validity or enforceability of this
Agreement or which involves the Company and which if adversely



<PAGE>

determined, could reasonably be expected to have a material adverse effect on
the Company.

                  (c) Except for filings required by any applicable securities
law, no consent or approval of, or exemption by, or filing with, any party or
governmental or public body or authority is required in connection with the
execution, delivery and performance of the Company under this Agreement or the
taking of any action contemplated hereunder.

                  (d) The execution, delivery and performance of this Agreement
by the Company and the consummation by the Company of the transactions
contemplated hereby, will not (i) conflict with or result in a violation of any
provision of its certificate of incorporation, bylaws or other organizational
documents, or (ii) violate or conflict with, or result in a breach of any
provision of, or constitute a default (or an event which with notice or lapse of
time or both could become a default) under, or give to others any rights of
termination, amendment, acceleration, modification or cancellation of, any
contract, agreement, note, bond, indenture or other instrument to which the
Company is a party or under which the Company, its assets or its capital stock
is or may be effected, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations and regulations of any self-regulatory organizations)
applicable to the Company or by which any property of the Company, including,
without limitation, the Series D Stock, will be bound or affected. Except as
specifically contemplated by this Agreement and as required under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), and any applicable federal and
state securities laws, Eurotech is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court,
governmental agency, regulatory agency, self regulatory organization or stock
market or any third party in order for it to



<PAGE>

execute, deliver or perform any of its obligations under this Agreement in
accordance with the terms hereof. Except for filings that may be required under
applicable federal and state securities laws, all consents, authorizations,
orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence have been obtained or effected on or prior to
the date hereof.

                  (e) Eurotech is the owner of good and marketable title to the
shares of Series D Stock held by it, free and clear of all liens, pledges and
encumbrances or any other stop transfer orders (except as may be required by the
applicable securities laws).

                  (f) Annexed hereto as Exhibit A is a true and complete copy of
the Certificate of Designations of the Series D Stock as filed with the
Secretary of State of the State of Florida prior to the Closing.

                  5. REPRESENTATIONS AND WARRANTIES OF WOODWARD. Woodward hereby
represents and warrants to the Company that:

                  (a) Woodward has the corporate power and authority to enter
into this Agreement and to perform its obligations hereunder. The execution and
delivery by Woodward of this Agreement, and the consummation by Woodward of the
transactions contemplated hereby, have been duly authorized by all necessary
corporate action on the part of the Woodward. This Agreement has been duly
executed and delivered by Woodward and constitute valid and binding obligations
of Woodward, enforceable against it in accordance with their respective terms,
subject to the effects of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and to the
application of equitable principles in any proceeding (legal or equitable).



<PAGE>

                  (b) There is no pending, or to the knowledge of Woodward,
threatened, judicial, administrative or arbitral action, claim, suit, proceeding
or investigation which might affect the validity or enforceability of this
Agreement or which involves Woodward, and which if adversely determined, could
reasonably be expected to have a material adverse effect on Woodward.

                  (c) No consent or approval of, or exemption by, or filing
with, any party or governmental or public body or authority is required in
connection with the execution, delivery and performance by Woodward under this
Agreement or the taking of any action contemplated hereunder.

                  (d) The execution, delivery and performance of this Agreement
by Woodward and the consummation by Woodward of the transactions contemplated
hereby, will not (i) conflict with or result in a violation of any provision of
its certificate of incorporation, bylaws or other organizational documents, or
(ii) violate or conflict with, or result in a breach of any provision of, or
constitute a default (or an event which with notice or lapse of time or both
could become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, note, bond, indenture
or other instrument to which Woodward is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and
state securities laws and regulations and regulations of any self-regulatory
organizations) applicable to Woodward or by which any property of Woodward are
bound or affected. Except as specifically contemplated by this Agreement and as
required under the Securities Act and any applicable federal and state
securities laws, Woodward is not required to obtain any consent, authorization
or order of, or make any filing or registration with, any court, governmental
agency, regulatory agency, self



<PAGE>

regulatory organization or stock market or any third party in order for it to
execute, deliver or perform any of its obligations under this Agreement in
accordance with the terms hereof. Except for filings that may be required under
applicable federal and state securities laws in connection with the exchange of
the Exchanged Stock, all consents, authorizations, orders, filings and
registrations which Woodward is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof.

                  (e) Woodward is a sophisticated investor (as described in Rule
506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule
501 of Regulation D), and Woodward has such experience in business and financial
matters that it is capable of evaluating the merits and risks of an investment
in the Series D Stock. Woodward acknowledges that an investment in the Series D
Stock is speculative and involves a high degree of risk.

                  (f) Woodward has received all documents, records, books and
other information pertaining to Woodward's acquisition of the Series D Stock
pursuant to the Exchange that have been requested by Woodward.

                  (g) Eurotech has made available to Woodward, through
electronic filings on EDGAR, each registration statement, report, proxy
statement or information statement prepared by Markland since June 30, 2001,
including its Annual Report on Form 10-KSB for the years ended June 30, 2001 and
June 30, 2002 and its Quarterly Reports on Form 10-QSB for the quarters ended
since June 30, 2002, in the form (including exhibits, annexes and any amendments
thereto) filed with the Securities and Exchange Commission ("SEC") subsequent to
the Agreement Date, its "REPORTS").



<PAGE>

                  (h) Woodward understands that (i) the sale or resale of the
shares of Series D Stock has not been and is not being registered under the
Securities Act or any applicable state securities laws, and the Series D Stock
may not be transferred unless (a) the Series D Stock are sold pursuant to an
effective registration statement under the Securities Act, (b) the Series D
Stock are sold or transferred pursuant to an exemption from such registration,
(c) the Series D Stock are sold or transferred to an "affiliate" (as defined in
Rule 144 promulgated under the Securities Act (or a successor rule) ("RULE
144")) who agrees to sell or otherwise transfer the Series D Stock only in
accordance with this section and who is an "accredited investor" (as defined
under the Securities Act"), or (d) the shares of Series D Stock are sold
pursuant to Rule 144, if such rule is available; (ii) any sale of such shares of
Series D Stock made in reliance on Rule 144 may be made only in accordance with
the terms of said rule and further, if said rule is not applicable, any resale
of such shares of Series D Stock under circumstances in which the seller (or the
person through whom the sale is made) may be deemed to be an underwriter (as
that term is defined in the Securities Act) may require compliance with some
other exemption under the Securities Act or the rules and regulations of the SEC
thereunder; and (iii) neither the Company nor any other person is under any
obligation to comply with the terms and conditions of any exemption under the
Securities Act. As used in this paragraph (g), Series D Stock includes the
shares of Common Stock issuable upon conversion of the Series D Stock.

                  (i) Woodward is the owner of good and marketable title to the
Exchanged Stock, free and clear of all liens, pledges, and encumbrances.

                  6. Nothing contained herein shall in any way otherwise limit
Woodward's right



<PAGE>

to sell or transfer the Common Stock to be delivered to Woodward upon conversion
of the Series D Stock.

                  7. CONDITIONS TO EUROTECH'S OBLIGATIONS. The obligations of
the Company hereunder to exchange and deliver the certificate(s) representing
the Series D Stock to Woodward at the Closing is subject to the satisfaction, at
or before the Closing Date of each of the following conditions thereto, provided
that these conditions are for Eurotech's sole benefit and may be waived by
Eurotech at any time in its sole discretion:

                  (a) Woodward shall have executed this Agreement and delivered
same to Eurotech.

                  (b) Woodward shall have delivered the Exchanged Stock in
accordance with Section 3 above.

                  (c) The representations and warranties of Woodward shall be
true and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date), and Woodward shall have performed,
satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by Woodward at or prior to the Closing Date.

                  (d) No litigation, statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction
or any self-regulatory organization having authority over the matters
contemplated hereby which prohibits the consummation of any of the transactions



<PAGE>

contemplated by this Agreement.

                  (e) Woodward shall have executed and delivered to Eurotech the
Termination Agreement, which relates to that certain Pledge and Security
Agreement dated December 19, 2002, between Eurotech and Woodward (the "Security
Agreement"), in a form reasonably acceptable to Eurotech, and shall have
additionally executed and delivered to Eurotech such forms of UCC-3 termination
statements as are necessary to terminate the security interest of Woodward
contemplated by the Security Agreement.

                  8. CONDITIONS TO WOODWARD'S OBLIGATIONS. The obligations of
Woodward hereunder to exchange and deliver the certificate(s) representing the
Exchanged Stock to Eurotech at the Closing is subject to the satisfaction, at or
before the Closing Date of each of the following conditions, provided that these
conditions are for Woodward's sole benefit and may be waived by Woodward at any
time in its sole discretion.

                  (a) Eurotech shall have executed this Agreement and delivered
the same to Woodward.

                  (b) Eurotech shall have delivered to Woodward duly executed
certificate(s) representing the Series D Stock in accordance with Section 3
above.

                  (c) The representations and warranties of Eurotech shall be
true and correct in all material respects as of the date when made and as of the
Closing Date as though made at such time (except for representations and
warranties that speak as of a specific date) and Eurotech shall have performed,
satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by Eurotech at



<PAGE>

or prior to the Closing Date.

                  (d) No litigation, statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction
or any self-regulatory organization having authority over the matters
contemplated hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.

                  9. GOVERNING LAW; MISCELLANEOUS

                  (a) Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE
ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITH SUCH
STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO
HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS
LOCATED IN THE CITY OF NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING
UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.
BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST
CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON
THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT ANY
PARTY'S RIGHT TO SERVE



<PAGE>

PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. THE PARTIES AGREE THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT.

                  (b) Jury Trial Waiver. The parties hereby waive a trial by
jury in any action, proceeding or counterclaim brought by either of the parties
hereto against the other in respect of any matter arising out of or in
connection with the Transaction Documents.

                  (c) Counterparts. This Agreement may be executed in one or
more counterparts and by facsimile transmission, each of which shall be deemed
an original but all of which shall constitute one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

                  (d) Headings. The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.

                  (e) Severability. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement



<PAGE>

in any other jurisdiction.

                  (f) Entire Agreement; Amendments. This Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor the Purchaser
make any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived other than by an
instrument in writing signed by the party to be charged with enforcement and no
provision of this Agreement may be amended other than by an instrument in
writing signed by the Company and the Purchaser.

                  (g) Notices. Any notices required or permitted to be given
under the terms of this Agreement shall be sent by certified or registered mail
(return receipt requested) or delivered personally or by courier, overnight
delivery service or by confirmed facsimile transmission, and shall be effective
five days after being placed in the mail, if mailed, or upon receipt or refusal
of receipt, if delivered personally or by courier, overnight delivery service or
confirmed telecopy, in each case addressed to a party. The addresses for such
communications shall be:

                  If to the Company:
                  Eurotech, Ltd.
                  10306 Eaton Place, Suite 220
                  Fairfax, VA 22030
                  Attention: Don Hahnfeldt, President
                  Fax: 703-352-5994
                  with a copy (which shall not constitute notice) to:

                  Ellenoff, Grossman, Schole & Cyruli, LLP
                  370 Lexington Avenue
                  New York, NY 10017
                  Attention: Barry I. Grossman



<PAGE>

                  Telecopier No.: 212-370-7889

                  If to Woodward:

                  Woodward LLC
                  P.O. Box 866, George Town
                  Anderson Square Building
                  Grand Cayman, Cayman Islands
                  Attention: Director
                  Telecopier No.: (345) 949-8492

                  with a copy (which shall not constitute notice) to:
                  Krieger & Prager, LLP
                  39 Broadway
                  New York, New York 10006
                  Telephone No.: (212) 363-2900
                  Telecopier No.: (212) 363-2999

                  Each party shall provide notice to the other parties of any
change in address.

                  (h) Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor any Purchaser shall assign this Agreement or any rights
or obligations hereunder without the prior written consent of the other.

                  (i) Third Party Beneficiaries. This Agreement is intended for
the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

                  (j) No Strict Construction. The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

                  (k) Termination by Mutual Consent. This Agreement may be
terminated and the



<PAGE>

Exchange may be abandoned at any time prior to the Closing Date by mutual
written consent of Eurotech and the Company, through action of their respective
Boards of Directors.

                  11. Fees. Each party hereto agrees to assume their respective
legal fees and other expenses incurred by them in connection with the
negotiation, preparation, execution and implementation of this Agreement.

                  12. Publicity. The initial press release with respect to the
Exchange shall be a joint, mutually agreed press release. Thereafter, Eurotech
and the Company shall consult with each other prior to making any filings with
any third party and/or any Governmental Entity (including any securities
exchange) with respect thereto, except as may otherwise be required by Law or by
obligations pursuant to any listing agreement with or rules of any securities
exchange.

                  13. Further Assurances. Each party shall do and perform or
cause to be done and perform, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.



<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                         EUROTECH LTD.

                                         By: /s/ Don V. Hahnfeldt
                                             -----------------------------------
                                             Name: Don V. Hahnfeldt
                                             Title: President

                                         WOODWARD LLC

                                         By: /s/ David Sims
                                             -----------------------------------
                                             Name: David Sims, for Navigator
                                             Management, Ltd.
                                             Title: Director



<PAGE>

                                    EXHIBIT A

                     FORM OF CERTIFICATE OF DESIGNATIONS OF
                            SERIES D PREFERRED STOCK

                          CERTIFICATE OF DESIGNATIONS
                        OF RIGHTS AND PREFERENCES OF THE
                 SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                       OF
                           MARKLAND TECHNOLOGIES, INC.

         Pursuant to the authority expressly granted and vested in the Board of
Directors (the "BOARD OF DIRECTORS" or the "BOARD") of MARKLAND TECHNOLOGIES,
INC. (the "COMPANY") by the Florida General Corporation Law (the "CORPORATION
LAW") and the provisions of the Company's Certificate of Incorporation, as
amended, the Board of Directors adopted the following resolution setting forth
the designations, powers, preferences and rights of its Series D Cumulative
Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS") on
______________, 2003:

         RESOLVED: That the designations, powers, preferences and rights of the
Series D Cumulative Convertible Preferred Stock be, and they hereby are, as set
forth below:

                            I. DESIGNATION AND AMOUNT

         The designation of this series, which consists of 20,000 shares of
Preferred Stock, par value $.0001 per share, is the Series D Cumulative
Convertible Preferred Stock (the "DESIGNATED PREFERRED STOCK").

                             II. CERTAIN DEFINITIONS

         For purposes of this Certificate of Designation, the following terms
shall have the following meanings:.

         A. "BUY-IN ADJUSTMENT AMOUNT" means the amount equal to the excess, if
any, of (i) the Converting Holder's total purchase price (including brokerage
commissions, if any) for the Covering Shares (as those terms are defined in
Article IV Paragraph B(6)) over (ii) the net proceeds (after brokerage
commissions, if any) received by the Converting Holder from the sale of the Sold
Shares. By way of illustration and not in limitation of the foregoing, if the
Converting Holder purchases shares of Common Stock having a total purchase price
(including brokerage commissions) of $11,000 to cover a Buy-In (as defined in
Article IV Paragraph B(6)) with respect to shares of Common Stock it sold for
net proceeds of $10,000, the Buy-In Adjustment Amount which the Company will be
required to pay to the Converting Holder will be $1,000.

         B. "CLOSING DATE" means _____________ ,2003.

         C. "CLOSING BID PRICE" means the closing bid price during regular
trading hours of the Common Stock (in U.S. Dollars) on the Principal Trading
Market, as reported by the Reporting Service (as defined below).

         D. "COMMON STOCK" means the Company's common stock, par value $.0001
per share.

         E. "CONVERSION CERTIFICATES" means certificates representing the shares
of Common Stock issuable on conversion of the Designated Preferred Stock.



<PAGE>

         F. "CONVERSION DATE" has the meaning ascribed to it in Paragraph B of
Article IV hereof.

         G. "CONVERSION PRICE" means as of the Conversion Date, the variable
conversion price designated as follows: (a) if the price for the Common Stock is
less than or equal to $0.25, then eighty percent (80%) of the Market Price, (b)
if the price for the Common Stock is greater than $0.25 but less than or equal
to $0.50, then seventy five percent (75%) of the Market Price, (c) if the price
for the Common Stock is greater than $0.50 but less than or equal to $0.75, then
seventy percent (70%) of the Market Price, (d) if the price for the Common Stock
is greater than $0.75, then sixty five percent (65%) of the Market Price,
subject to adjustment as provided herein.

         H. "HOLDER" means a person or entity holding shares of the Designated
Preferred Stock.

         I. "JUNIOR SECURITIES" means (i) any class or series of capital stock
of the Company authorized prior to the filing of this Certificate of
Designations that, by its terms, ranks junior to the Designated Preferred Stock
as to distribution of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary and (ii) all classes or series of
capital stock of the Company authorized after the filing of this Certificate of
Designations, unless consented to as provided herein in each instance, each of
which shall rank junior to the Designated Preferred Stock as to distribution of
assets upon liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary.

         J. "LIQUIDATION PREFERENCE" means, with respect to a share of
Designated Preferred Stock, an amount equal to the Stated Value thereof.

         K. "MARKET PRICE" means the average Closing Bid Prices during the five
(5) trading days ending on the trading day immediately preceding the Conversion
Date.

         L. "PARI PASSU SECURITIES" means any class or series of capital stock
of the Company hereafter created specifically ranking, by its terms, on parity
with the Designated Preferred Stock as to distribution of assets upon
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary.

         M. "PRINCIPAL TRADING MARKET" means The NASD/OTCBB Market or if the
Common Stock is no longer listed on that market, the principal securities
exchange or trading market on which the Common Stock is listed or traded,
including the pink sheets.

         N. "REDEMPTION PRICE" means 120% of the Stated Value, plus accrued
dividends during the first 180 days subsequent to the Closing Date; 125% of the
Stated Value, plus accrued dividends beginning 181 days and ending 270 days
subsequent to the Closing Date; 130% of the Stated Value, plus accrued dividends
beginning 271 days and ending 360 days subsequent to the Closing Date; 135% of
the Stated Value, plus accrued dividends thereafter.

         O. "REPORTING SERVICE" means Bloomberg LP or if that service is not
then reporting the relevant information regarding the Common Stock, a comparable
reporting service of national reputation selected by the Holders of the
Designated Preferred Stock and reasonably acceptable to the Company.

                                      -2-


<PAGE>

         P. "SEC" means the United States Securities and Exchange Commission.

         Q. "SECURITIES" means the shares of Designated Preferred Stock or the
Common Stock of the Company into which such shares are converted or convertible,
as contemplated hereby.

         R. "SENIOR SECURITIES" means each class or series of capital stock of
the Company authorized prior to the original filing of this Certificate of
Designations that, by its terms, is senior to the Designated Preferred Stock as
to distribution of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary if, but only if, securities from such
class or series have been issued prior to the Closing Date and such issuance was
disclosed in the filings made by the Company with the SEC and available on the
SEC's EDGAR system.

         S. "STATED VALUE" for the Designated Preferred Stock shall be $1,000.00
per share.

         T. "TRADING DAY" means any day during which the Principal Trading
Market shall be open for business.

                                 III. DIVIDENDS

         A. GENERALLY. The holders of shares of Designated Preferred Stock shall
not be entitled to receive dividends on shares of Designated Preferred Stock

                                 IV. CONVERSION

         A. CONVERSION AT THE OPTION OF THE HOLDER. Each Holder of shares of
Designated Preferred Stock may, at any time after the Closing Date and from time
to time thereafter, convert (an "OPTIONAL CONVERSION") each of its shares of
Designated Preferred Stock into a number of fully paid and nonassessable shares
of Common Stock determined in accordance with the following formula:

                     STATED VALUE OF SHARES TO BE CONVERTED
                     --------------------------------------
                           APPLICABLE CONVERSION PRICE

         B. MECHANICS OF CONVERSION. To effect a conversion of shares of the
Designated Preferred Stock, the Holder must deliver or fax a Notice of
Conversion in the form attached hereto as Exhibit A ("NOTICE OF CONVERSION") to
the Company (to the attention of the President or such other officer as may
identified by notice given by the Company to the Holder from time to time) as
provided in this Paragraph. The Notice of Conversion shall be executed by the
Holder of one or more shares of Designated Preferred Stock and shall evidence
such Holder's intention to convert all or a portion of such shares. The date of
conversion (the "CONVERSION DATE") shall be deemed to be the date on which the
Holder faxes or otherwise delivers a Notice of Conversion to the Company.

                  1. DELIVERY OF COMMON STOCK UPON CONVERSION. The Conversion
         Certificates will be delivered to the Converting Holder at the address
         specified in the Notice of Conversion, via express courier, by

                                      -3-


<PAGE>

         electronic transfer or otherwise, within five (5) business days (such
         fifth business day, a "DELIVERY DATE") after the date on which the
         Notice of Conversion is delivered to the Company as contemplated in
         this Paragraph.

                  2. TAXES. The Company shall pay any and all taxes which may be
         imposed upon the Company with respect to the issuance and delivery of
         the shares of Common Stock upon the conversion of the Designated
         Preferred Stock other than transfer taxes due upon conversion, if such
         Holder has transferred to another party the Designated Preferred Stock
         or the right to receive Common Stock upon the Holder's conversion
         thereof or any or income taxes due on the part of the Holder. The
         Company shall have the right to withhold any taxes as required by the
         United States federal or state tax laws.

                  3. NO FRACTIONAL SHARES. If any conversion of Designated
         Preferred Stock would result in the issuance of a fractional share of
         Common Stock, such fractional share shall be disregarded and the number
         of shares of Common Stock issuable upon conversion of the Designated
         Preferred Stock shall be rounded up or down to the nearest whole share,
         it being understood that .5 of one share shall be rounded up to the
         next highest share.

                  4. CONVERSION DISPUTES. In the case of any dispute with
         respect to a conversion, the Company shall promptly issue such number
         of shares of Common Stock as are not disputed in accordance with
         Paragraph A of this Article IV. If such dispute involves the
         calculation of the Conversion Price, the Company shall first discuss
         such discrepancy with the Converting Holder. If the Company and the
         Converting Holder are unable to agree upon the Conversion Price
         calculation, the Company shall promptly submit the disputed
         calculations to independent auditors to be selected by the Holder
         (unless the Holders and the Company mutually agree to a different
         firm). The auditors, at the expense of the party or parties in error
         (as determined by the auditors), shall audit the calculations and
         notify the Company and the Holder of the results within five (5)
         business days following the date it receives the disputed calculations.
         The auditor's calculation shall be deemed conclusive, absent manifest
         error. The Company shall then issue the appropriate number of shares of
         Common Stock in accordance with Paragraph A of Article IV above.

                  5. DELAY IN DELIVERING CONVERSION CERTIFICATES. The Company
         understands that a delay in the delivery of the Conversion Certificates
         beyond the Delivery Date could result in economic loss to a Holder. As
         compensation to a Holder for such loss, the Company agrees if there is
         a delay in the delivery of the Conversion Certificates (as adjusted in
         accordance with this provision) so that such Conversion Certificates
         are not received within five (5) business days after the Delivery Date,
         to pay late payments to such Holder for late delivery of Conversion
         Certificates in accordance with the following schedule (where "No.
         Business Days Late" is defined as the number of business days beyond
         five (5) business days after the Delivery Date):

                                      -4-


<PAGE>

         No. Business Days          Late Payment For Each $10,000 of
              Late                     Stated Value Being Converted
        --------------------       ------------------------------------

                      1                                      $100
                      2                                      $200
                      3                                      $300
                      4                                      $400
                      5                                      $500
                      6                                      $600
                      7                                      $700
                      8                                      $800
                      9                                      $900
                     10                                    $1,000
                    >10             $1,000 +$200 for each Business
                                           Day Late beyond 10 days

         The Company shall pay any payments incurred under this Paragraph in
         immediately available funds upon demand. Nothing herein shall limit the
         Holder's right to pursue actual damages for the Company's failure to
         issue and deliver the Conversion Certificates to the Holder within a
         reasonable time. Furthermore, in addition to any other remedies which
         may be available to a Holder, in the event that the Company fails for
         any reason to effect delivery of such Conversion Certificates within
         five (5) business days after the Delivery Date, the Converting Holder
         will be entitled to revoke the relevant Notice of Conversion by
         delivering a notice to such effect to the Company whereupon the Company
         and the Converting Holder shall each be restored to their respective
         positions immediately prior to delivery of such Notice of Conversion;
         provided, however, that any payments contemplated by this Paragraph
         B(5) of this Article IV which have accrued through the date of such
         revocation notice shall remain due and owing to the Converting Holder
         notwithstanding such revocation.

                  6. BUY-IN. If, by the relevant Delivery Date, the Company
         fails for any reason to deliver the Conversion Certificates and after
         such Delivery Date, the Holder of the Designated Preferred Stock being
         converted (a "CONVERTING HOLDER") purchases, in an arm's-length open
         market transaction or otherwise, shares of Common Stock (the "COVERING
         SHARES") in order to make delivery in satisfaction of a sale of Common
         Stock by the Converting Holder (the "SOLD SHARES"), which delivery such
         Converting Holder anticipated to make using the shares to be issued
         upon such conversion (a "BUY-IN"), the Converting Holder shall have the
         right to require the Company to pay to the Converting Holder, in
         addition to and not in lieu of the amounts due under Paragraph B(5) of
         Article IV hereof (and in addition to all other amounts contemplated in
         other provisions of the other agreements between the Company and the
         Holder, and not in lieu of any such other amounts), the Buy-In
         Adjustment Amount. The Company shall pay the Buy-In Adjustment Amount
         to the Converting Holder in immediately available funds immediately
         upon demand by the Converting Holder.

                                      -5-


<PAGE>

                  7. DWAC CERTIFICATE DELIVERY. In lieu of delivering physical
         certificates representing the Common Stock issuable upon conversion,
         provided the Company's transfer agent is participating in the
         Depository Trust Company ("DTC") Fast Automated Securities Transfer
         program, upon request of a Converting Holder and his/her compliance
         with the provisions contained in this paragraph, so long as the
         certificates therefor do not bear a legend and the Converting Holder
         thereof is not obligated to return such certificate for the placement
         of a legend thereon, the Company shall use its best efforts to cause
         its transfer agent to electronically transmit the Common Stock issuable
         upon conversion to the Converting Holder by crediting the account of
         Converting Holder's prime broker with DTC through its Deposit
         Withdrawal Agent Commission system.

                  8. CONVERSION OBLIGATIONS AND DEFAULT. If, at any time the
         Company challenges, disputes or denies the right of a Holder of
         Designated Preferred Stock to effect a conversion of the Designated
         Preferred Stock into Common Stock or otherwise dishonors or rejects any
         Notice of Conversion delivered in accordance with the terms of this
         Certificate of Designations (subject to the provisions of Paragraph
         B(4) of this Article IV with respect to certain disputes relating to
         calculations of the number of shares to be issued), then such Holder
         shall have the right, by written notice to the Company, to require the
         Company to redeem each share of Designated Preferred Stock for which a
         Notice of Conversion has been refused pursuant to this Paragraph B(8)
         for cash, at an amount per share equal to the Holder Redemption Price.

                  9. CONVERSION IN BANKRUPTCY. The Holder of any Designated
         Preferred Stock shall be entitled to exercise its conversion privilege
         with respect to the Designated Preferred Stock notwithstanding the
         commencement of any case under 11 U.S.C. ss.101 ET SEQ. (the
         "BANKRUPTCY CODE"). In the event the Company is a debtor under the
         Bankruptcy Code, the Company hereby waives, to the fullest extent
         permitted, any rights to relief it may have under 11 U.S.C. ss.362 in
         respect of such Holder's right to convert the Designated Preferred
         Stock. The Company agrees, without cost or expense to such Holder, to
         take or to consent to any and all action necessary to effectuate relief
         under 11 U.S.C. ss.362.

                  V. RESERVATION OF SHARES OF COMMON STOCK

         A. RESERVED AMOUNT. Upon the initial issuance of the shares of
Designated Preferred Stock, the Company shall reserve, out of the authorized but
unissued shares of Common Stock, 50,000,000 shares of Common Stock (the
"RESERVED AMOUNT"; subject to adjustment as provided below) for issuance upon
conversion of the Designated Preferred Stock. Thereafter the number of
authorized but unissued shares of Common Stock so reserved shall cover at least
a number of shares equal to the sum of two hundred percent (200%) of (A) the

                                      -6-


<PAGE>

number of shares of Common Stock as would then be issuable upon a conversion in
full of the then outstanding Designated Preferred Stock, and (B) the number of
shares of Common Stock as would be issuable as payment of dividends on the
Designated Preferred Stock. The Reserved Amount shall be adjusted as and when
the Conversion Price is adjusted pursuant to Article VIII hereof. The Reserved
Amount shall be allocated to the holders of Designated Preferred Stock as
provided in Article XI Paragraph D.

                                 VI. REDEMPTION

         A. REDEMPTION BY THE COMPANY.

         1. Notwithstanding any other provision hereof to the contrary, at any
time the Company shall have the right to redeem all or any portion of the then
outstanding principal amount of the Designated Preferred Stock then held by the
Holder (a "COMPANY REDEMPTION") in cash for an amount (the "COMPANY REDEMPTION
AMOUNT") equal to Redemption Price.

         2. If the Company elects to make a Company Redemption, the Company
shall give written notice of such redemption to the Holder (the "COMPANY NOTICE
OF REDEMPTION"). The date on which the Company shall pay the Company Redemption
Amount (the "COMPANY REDEMPTION PAYMENT DATE") shall be no fewer than five (5)
business days and no later than ten (10) business days after the Company Notice
of Redemption is given by the Company.

         3. Upon receipt of the Company Notice of Redemption, the Holder's right
to effect a Conversion with respect to shares of Designated Preferred Stock
being specified as being redeemed in such Company Notice of Redemption shall
continue at the until the Company Redemption Payment Date.

         4. Restriction on Redemption. The Company shall not be entitled to send
Company Notice of Redemption under Section (2) hereof unless it has:

A.       (i)      The full amount of the applicable Redemption Price in cash or
                  cash equivalents, available in a demand or other immediately
                  available account in one or more banks or similar financial
                  institutions;

         (ii)     Immediately available credit facilities in the full amount of
                  the applicable Redemption Price with one or more banks or
                  similar financial institutions;

         (iii)    An agreement with a standby underwriter willing to purchase
                  from the Company a sufficient number of shares of stock to
                  provide proceeds equal to the applicable Redemption Price; or

         (iv)     A combination of the items set forth in (i), (ii) and (iii)
                  above, aggregating the full amount of the applicable
                  Redemption Price.

B. Certified to the Holder, in writing, that it is not aware of the existence or
imminent existence or likelihood of any event described in Article VIII. A.

         5. At the election of the Holder at any time prior to the date on which
the Company pays the Company Redemption Amount to the Holder, the Holder shall
have the right to convert the Designated Preferred Stock as if such Company
Notice of Redemption had never been given.

                                      -7-


<PAGE>

                           VII. LIQUIDATION PREFERENCE

         A. LIQUIDATION, DISSOLUTION, WINDING UP OR CERTAIN MERGERS OR
CONSOLIDATIONS. If the Company shall adopt a plan of liquidation or of
dissolution, or commence a voluntary case under the federal bankruptcy laws or
any other applicable state or federal bankruptcy, insolvency or similar law, or
consent to the entry of an order for relief in any involuntary case under such
law or to the appointment of a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Company or of any
substantial part of its property, or make an assignment for the benefit of its
creditors, or admit in writing its inability to pay its debts generally as they
become due and on account of such event the Company shall liquidate, dissolve or
wind up, or if the Company shall otherwise liquidate, dissolve or wind up,
including but not limited to the sale or transfer of all or substantially all of
the Company's assets in one transaction or in a series of related transactions
(a "Liquidation Event"), then and in that event, no distribution shall be made
to the holders of Junior Securities, unless, prior thereto, the holders of the
Designated Preferred Stock shall have first received an amount in cash or
equivalent value in securities or other consideration equal to the Liquidation
Preference thereof. If upon any liquidation, dissolution, winding up, merger,
plan of reorganization or consolidation, the amount so payable or distributable
does not equal or exceed the Liquidation Preference of the Designated Preferred
Stock, then, and in that event, the amount of cash so payable, and amount of
securities or other consideration so distributable, shall be shared ratably
among the holders of the Designated Preferred Stock.

                           VIII. ADJUSTMENTS TO PRICES

          A. SALE. The Conversion Price shall be subject to adjustment from time
to time as follows: If, for as long as any shares of Designated Preferred Stock
remain outstanding, the Company enters into a merger (other than where the
Company is the surviving entity) or consolidation with, or acquisition by,
another corporation or other entity or a sale or transfer of all or
substantially all of the assets of the Company to another person, or there is an
outstanding tender offer for the Common Stock of the Company or the Company
enters into a transaction that could result in a change in control of the
Company (collectively, a "SALE"), the Company will require, in the agreements
reflecting such transaction, that the surviving entity expressly assume the
obligations of the Company hereunder. Notwithstanding the foregoing, if the
Company enters into a Sale and the holders of the Common Stock are entitled to
receive stock, securities or property in respect of or in exchange for Common
Stock, then as a condition of such Sale, the Company and any such successor,
purchaser or transferee will agree that the Designated Preferred Stock may
thereafter be converted on the terms and subject to the conditions set forth
above into the kind and amount of stock, securities or property receivable upon
such merger, acquisition, consolidation, sale or transfer by a Holder of the
number of shares of Common Stock into which then outstanding shares of
Designated Preferred Stock might have been, pursuant to this Certificate,
converted immediately before such merger, acquisition, consolidation, sale or
transfer at the Conversion Price, subject to any adjustments which shall be as
nearly equivalent as may be practicable. In the event of any such proposed Sale,
the Holder hereof shall have the right to either (i) convert all of any of the
outstanding Designated Preferred Stock by delivering a Notice of Conversion to
the Company at the Conversion Price within 15 days of receipt of notice of such
Sale from the Company or (ii) if the surviving entity in the transaction is not
a publicly traded entity listed on a Principal Trading Market, demand a
redemption of all or any of the outstanding Designated Preferred Stock at the
Redemption Price by delivering a notice to such effect to the Company within
fifteen (15) days of receipt of notice of such Sale from the Company.

                                      -8-


<PAGE>

               B. SPIN OFF. If, at any time prior to the Conversion Date or the
date of payment of the Company Redemption Amount hereunder, the Company
consummates a spin off or otherwise divest itself of a part of its business or
operations or disposes all or of a part of its assets in a transaction (the
"SPIN OFF") in which the Company does not receive just compensation for such
business, operations or assets, but causes securities of another entity (the
"SPIN OFF SECURITIES") to be issued to security holders of the Company, then the
Company shall cause (i) to be reserved Spin Off Securities equal to the number
thereof which would have been issued to the Holder had all of the holder's
shares of Designated Preferred Stock outstanding on the record date (the "RECORD
DATE") for determining the amount and number of Spin Off Securities to be issued
to security holders of the Company (the "OUTSTANDING DESIGNATED PREFERRED
STOCK") been converted as of the close of business on the trading day
immediately before the Record Date (the "RESERVED SPIN OFF SHARES"), and (ii) to
be issued to the Holder on the conversion of all or any of the outstanding
Designated Preferred Stock, such amount of the Reserved Spin Off Shares equal to
(x) the Reserved Spin Off Shares multiplied by (y) a fraction, of which (a) the
numerator is the principal amount of the outstanding Designated Preferred Stock
then being converted, and (b) the denominator is the principal amount of the
outstanding Designated Preferred Stock.

         C. STOCK SPLITS, ETC. If, at any time while any shares of Designated
Preferred Stock remain outstanding, the Company effectuates a stock split or
reverse stock split of its Common Stock or issues a dividend on its Common Stock
consisting of shares of Common Stock, the Conversion Price shall be equitably
adjusted to reflect such action. By way of illustration, and not in limitation,
of the foregoing (i) if the Company effectuates a 2:1 split of its Common Stock,
the Conversion Price shall be deemed to be one-half of what it had been
calculated to be immediately prior to such split; (ii) if the Company
effectuates a 1:10 reverse split of its Common Stock, thereafter, with respect
to any conversion for which the Company issues the shares after the record date
of such reverse split, the Conversion Price shall be deemed to be ten times what
it had been calculated to be immediately prior to such split; and (iii) if the
Company declares a stock dividend of one share of Common Stock for every 10
shares outstanding, thereafter the Conversion Price shall be deemed to be the
amount it had been calculated to be immediately prior to such dividend
multiplied by a fraction, of which (x) the numerator is the number of shares (10
in the example) for which a dividend share will be issued and (y) the
denominator is such number of shares plus the dividend share(s) issuable or
issued thereon (11 in the example).

         D. NOTICE OF ADJUSTMENTS. Upon the occurrence of each adjustment or
readjustment of the Conversion Price pursuant to this Article VIII, the Company,
at its expense, shall promptly compute such adjustment or readjustment and
prepare and furnish to each Holder of Designated Preferred Stock a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written request at any time of any Holder of Designated Preferred Stock, furnish
to such Holder a like certificate setting forth (i) such adjustment or
readjustment, (ii) the Conversion Price at the time in effect and (iii) the
number of shares of Common Stock and the amount, if any, of other securities or
property which at the time would be received upon conversion of a share of
Designated Preferred Stock.

                                      -9-


<PAGE>

                                IX. VOTING RIGHTS

         A. GENERALLY. The holders of the Designated Preferred Stock shall not
be entitled to vote with the holders of Common Stock, except as otherwise
provided by the Florida Corporation Law or otherwise contemplated by this
Certificate of Designations. To the extent that either Florida Corporation Law
or the Company's Articles of Incorporation allows or requires the vote of the
holders of the Designated Preferred Stock, voting separately as a class or
series, as applicable, to authorize a given action of the Company, the
affirmative vote or consent of the holders of 67% of the outstanding shares of
Designated Preferred Stock shall constitute the approval of such action by the
class.

                           X. CONVERSTION RESTRICTIONS

         A. CERTAIN CONVERSION RESTRICTIONS. Notwithstanding anything to the
contrary contained herein other than a conversion pursuant to Paragraphs A or B
of Article VIII, the number of shares of Common Stock that may be acquired by a
Holder upon any conversion of Designated Preferred Stock (or otherwise in
respect hereof) shall be limited to the extent necessary to insure that,
following such conversion (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its Affiliates and any
other Persons whose beneficial ownership of Common Stock would be aggregated
with such Holder's for purposes of Section 13(d) of the Exchange Act, does not
exceed 9.999% of the total number of issued and outstanding shares of Common
Stock. For such purposes, beneficial ownership shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. Each delivery of a Conversion Notice hereunder will constitute a
representation by the applicable Holder that it has evaluated the limitation set
forth in this section and determined that issuance of the full number of
Underlying Shares requested in such Conversion Notice is permitted. This
provision shall not restrict the number of shares of Common Stock which a Holder
may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a merger or
other business combination or reclassification involving the Company as
contemplated in Article VIII herein.

                                XI. MISCELLANEOUS

         A. RANK. The Designated Preferred Stock shall rank (i) prior to the
Company's Common Stock; (ii) prior to any Junior Securities; (iii) junior to any
Senior Securities; and (iv) PARI PASSU with any Pari Passu Securities; PROVIDED,
HOWEVER, that no additional Senior Securities or Pari Passu Securities shall be
created without the written consent of two thirds of the holders of the
outstanding Designated Preferred Stock.

                                      -10-


<PAGE>

         B. CANCELLATION OF DESIGNATED PREFERRED STOCK. If any shares of
Designated Preferred Stock are converted or redeemed pursuant to this
Certificate of Designations, the shares so converted shall be canceled, shall
return to the status of authorized, but unissued preferred stock of no
designated series, and shall not be issuable by the Company as Designated
Preferred Stock.

         C. LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of (i)
evidence of the loss, theft, destruction or mutilation of any Designated
Preferred Stock certificate(s) and (ii) (y) in the case of loss, theft or
destruction, of indemnity (without any bond or other security) reasonably
satisfactory to the Company, or (z) in the case of mutilation, upon surrender
and cancellation of the Designated Preferred Stock certificate(s), the Company
shall execute and deliver new Designated Preferred Stock certificate(s) of like
tenor and date. However, the Company shall not be obligated to reissue such lost
or stolen Designated Preferred Stock certificate(s) if the Holder
contemporaneously requests the Company to convert such Designated Preferred
Stock.

         D. ALLOCATION OF RESERVED AMOUNT. The Reserved Amount shall be
allocated pro rata among the holders of Designated Preferred Stock based on the
number of shares of Designated Preferred Stock issued to each Holder. Each
increase to the Reserved Amount shall be allocated pro rata among the holders of
Designated Preferred Stock based on the number of shares of Designated Preferred
Stock held by each Holder at the time of the increase in the Reserved Amount. In
the event a Holder shall sell or otherwise transfer any of such holder's shares
of Designated Preferred Stock, each transferee shall be allocated a pro rata
portion of such transferor's Reserved Amount. Any portion of the Reserved Amount
which remains allocated to any person or entity which does not hold any
Designated Preferred Stock shall be allocated to the remaining holders of shares
of Designated Preferred Stock, pro rata based on the number of shares of
Designated Preferred Stock then held by such holders.

         E. PAYMENT OF CASH; DEFAULTS. Whenever the Company is required to make
any cash payment to a Holder under this Certificate of Designations (upon
redemption or otherwise), such cash payment shall be made to the Holder in good
funds on the date specified herein or, if not so specified, within five (5)
business days after delivery by such Holder of a notice specifying that the
Holder elects to receive such payment in cash and the method (E.G., by check,
wire transfer) in which such payment should be made. If such payment is not
delivered within the relevant time period, such Holder shall thereafter be
entitled to interest on the unpaid amount at a per annum rate equal to the lower
of 15% and the highest interest rate permitted by applicable law until such
amount is paid in full to the Holder.

         F. STATUS AS STOCKHOLDER. Upon submission of a Notice of Conversion by
a Holder of Designated Preferred Stock, (i) the shares covered thereby (other
than the shares, if any, which cannot be issued because their listing or
issuance would exceed any applicable legal or regulatory limitation) shall be
deemed converted into shares of Common Stock and (ii) the holder's rights as a
Holder of such converted shares of Designated Preferred Stock shall cease and
terminate, excepting only the right to receive certificates for such shares of
Common Stock and to any remedies provided herein or otherwise available at law
or in equity to such Holder because of a failure by the Company to comply with
the terms of this Certificate of Designations.

                                      -11-


<PAGE>

         G. JURY TRIAL WAIVER. The Company and, by its acceptance of the shares
of the Designated Preferred Stock, the Holder hereby waive a trial by jury in
any action, proceeding or counterclaim brought by either of the Parties hereto
against the other in respect of any matter arising out or in connection with
this Certificate of Designations.

         H. AMENDMENTS. This Certificate of Designations may only be amended
with the written consent of the holders of sixty-seven (67%) percent of the
outstanding Designated Preferred Stock and the vote or action of any other party
or class entitled to vote or act thereon.

                                        MARKLAND TECHNOLOGIES, INC.

                                        By:
                                            ------------------------------------
                                                 Authorized Officer

                                      -12-


<PAGE>

                                                                       EXHIBIT A

                           MARKLAND TECHNOLOGIES, INC.

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
    in order to Convert the Series D Cumulative Convertible Preferred Stock)

TO:      MARKLAND TECHNOLOGIES, INC.        VIA TELECOPIER  (      )

         Attn:

FROM: _______________________________________________________________ ("Holder")

DATE: _______________________________________________________ "Conversion Date")

RE:      Conversion of $_______ Stated Value (the "Converted Preferred Stock")
         of the SERIES D Cumulative Convertible Preferred Stock (the "Designated
         Preferred Stock") of MARKLAND TECHNOLIGIES, INC. (the "Company") into
         _______ shares (the "Conversion Shares") of Common Stock (defined
         below)

         The captioned Holder hereby gives notice to the Company, pursuant to
the Certificate of Designations (the "Certificate of Designations") for the
Designated Preferred Stock of the Company that the Holder elects to convert the
Converted Preferred Stock into fully paid and non-assessable shares of Common
Stock, par value $.0001 per share (the "Common Stock"), of the Company as of the
Conversion Date specified above. Said conversion shall be based on the following
Conversion Price (CHECK ONE):

         |_|      $_____________; or

         |_|      Other $_______, based on adjustment(s) contemplated by the
                  Certificate of Designations

Based on this Conversion Price, the number of Conversion Shares indicated above
should be issued in the following name(s):

                  Name and Record Address                Conversion Shares

                  ____________________________________
                  ____________________________________
                  ____________________________________

                                            ____________________________________
                                            (Print name of Holder)
                                            By: