Redemption and Securities Purchase Agreement


    Exhibit
      10.1

    


    REDEMPTION
      AND SECURITIES PURCHASE AGREEMENT

    


    This
      Redemption and Securities Purchase Agreement (this “Agreement”)
      is
      made and entered into as of March 24, 2006, among Markland Technologies, Inc.,
      a
      Florida corporation (“Markland”),
      and
      the investors signatory hereto (each such investor is a “Investor”
and
      all
      such investors are, collectively, the “Investors”).

    


    WHEREAS,
      each Investor is the owner of good and marketable title to (i) the number of
      shares of the Series D Convertible Preferred Stock, $0.0001 par value per share,
      of Markland (the “Series
      D Preferred Stock”)
      set
      forth opposite such Investor’s name on Schedule
      A
      hereto
      (collectively, the “Series
      D Preferred Shares”),
      (ii)
      the number of shares of the Common Stock, $0.0001 par value per share, of
      Markland (the “Common
      Stock”)
      set
      forth opposite such Investor’s name on Schedule
      A
      hereto
      (collectively, the “Common
      Shares”),
      and
      (iii) Warrants to purchase the number of shares of Common Stock set forth
      opposite such Investor’s name on Schedule
      A
      hereto
      (collectively, the “Warrants”
and,
      together with the Series D Preferred Shares and the Common Shares, the
“Existing
      Securities”),
      in
      each case free and clear of all liens, pledges and encumbrances;

    


    WHEREAS,
      Markland desires to redeem the Existing Securities and is willing to offer
      each
      Investor shares of the Series E Preferred Stock, $0.0001 par value per share,
      of
      Markland (the “Series
      E Preferred Stock”)
      in
      exchange therefor, subject to the terms and conditions set forth
      herein;

     

    WHEREAS,
      each Investor desires to exchange the Existing Securities for shares of Series
      E
      Preferred Stock, subject to the terms and conditions set forth
      herein;

     

    WHEREAS,
      Markland also desires to raise $2,608,650 through the sale of an additional
      187
      shares of Series E Preferred Stock, and the Investors desire to purchase such
      shares of Series E Preferred Stock, subject to the terms and conditions set
      forth herein; and

    


    WHEREAS,
      in order to induce the parties to agree to the redemption of the Existing
      Securities and the issuance of the Series E Preferred Stock in accordance with
      the terms hereof, Markland and the Investors hereby agree that this Agreement
      also furthers the interests of all parties by granting certain rights and
      placing certain restrictions on the parties hereto.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements
      hereinafter set forth, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereby agree as follows:

    


    SECTION
      1. Redemption
      of Existing Securities; Sale of Series E Preferred Stock.

    


    1.1 Redemption.
      Subject
      to the terms and conditions of this Agreement, each
      Investor hereby agrees to sell and transfer the Existing Securities set forth
      opposite such Investor’s name on Schedule
      A
      to
      Markland in exchange for the number of shares of Series E Preferred Stock set
      forth opposite such Investor’s name on Schedule
      A,
      and
      Markland hereby agrees to purchase and redeem such Existing Securities from
      such
      Investor and issue the number of shares of Series E Preferred Stock set forth
      opposite such Investor’s name on Schedule
      A
      to such
      Investor in exchange for such Existing Securities. The shares of Series E
      Preferred Stock issued in exchange for the Existing Securities are referred
      to
      herein as the “Redemption
      Series E Shares.”
The
      closing of the redemption of the Existing Securities and the issuance of the
      Redemption Series E Shares in exchange therefor shall take place at the Initial
      Closing (as defined in Section 1.3(a)).

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.2 Sale
      of Additional Shares of Series E Preferred Stock.
      Subject
      to the
      terms
      and conditions of this Agreement, Markland agrees to issue and sell an
      additional 187 shares of Series E Preferred Stock (the “Purchased
      Series E Shares”)
      to the
      Investors at a price per share of $13,950 (the “Purchase
      Price”)
      for an
      aggregate purchase price of $2,608,650. Each Investor, acting severally and
      not
      jointly, agrees to purchase from Markland the number of shares of Purchased
      Series E Shares, at the aggregate purchase price, set forth opposite such
      Investor’s name of such on Schedule
      B
      hereto.
      The sale and purchase of the Purchased Series E Shares shall take place in
      six
      (6) tranches over the course of six (6) Closings (as defined in Section 1.3(b)),
      as set forth on Schedule
      B
      and as
      described in Section 1.3(b).

    


    1.3 Closings.

    


    (a) At
      the
      initial closing to be held on March
      30, 2006
      (or such
      other date as may be agreed upon among the Investors and Markland) (the
“Initial
      Closing”),
      (i)
      Markland shall issue to the Investors the Redemption Series E Shares in exchange
      for the Existing Securities and (ii) Markland shall sell, and the Investors
      shall purchase, the number of Purchased Series E Shares set forth on
Schedule
      B
      under
      the heading “Initial Closing.” The Initial Closing shall take place at the
      offices of Greenberg Traurig, LLP, One International Place, Boston,
      Massachusetts or at such other location as may be agreed upon among the
      Investors and Markland.

    


    (b) Subject
      to the terms and conditions of this Agreement, (i) at a second closing to be
      held on April
      13, 2006
      (or such
      other date as may be agreed upon among the Investors and Markland) (the
“Second
      Closing”),
      Markland shall sell, and the Investors shall purchase, the number of Purchased
      Series E Shares set forth on Schedule
      B
      under
      the heading “Second Closing,” (ii) at a third closing to be held on April
      27, 2006
      (or such
      other date as may be agreed upon among the Investors and Markland) (the
“Third
      Closing”),
      Markland shall sell, and the Investors shall purchase, the number of Purchased
      Series E Shares set forth on Schedule
      B
      under
      the heading “Third Closing,” (iv) at a fourth closing to be held on May
      11, 2006
      (or such
      other date as may be agreed upon among the Investors and Markland) (the
“Fourth
      Closing”),
      Markland shall sell, and the Investors shall purchase, the number of Purchased
      Series E Shares set forth on Schedule
      B
      under
      the heading “Fourth Closing,” (v) at a fifth closing to be held on May
      25, 2006
      (or such
      other date as may be agreed upon among the Investors and Markland) (the
“Fifth
      Closing”),
      Markland shall sell, and the Investors shall purchase, the number of Purchased
      Series E Shares set forth on Schedule
      B
      under
      the heading “Fifth Closing,” and (vi) at a sixth closing to be held on
June
      8, 2006
      (or such
      other date as may be agreed upon among the Investors and Markland) (the
“Sixth
      Closing”
and,
      together with the Second Closing, the Third Closing, the Fourth Closing and
      the
      Fifth Closing, the “Additional
      Closings”),
      Markland shall sell, and the Investors shall purchase, the number of Purchased
      Series E Shares set forth on Schedule
      B
      under
      the heading “Sixth Closing.” Such Additional Closings shall take place at the
      offices of Greenberg Traurig, LLP, One International Place, Boston,
      Massachusetts or at such other location as may be agreed upon among the
      Investors and Markland. The
      Initial Closing and the Additional Closings are sometimes collectively referred
      to herein as the “Closings,”
and
      each individually as a “Closing.”
      Notwithstanding the foregoing, the number of Purchased Series E Shares to be
      purchased by Investors at the Sixth Closing may be reduced to the extent such
      Investors do not have sufficient proceeds to purchase such shares due to the
      inability of such Investors to liquidate any unredeemed shares of Markland’s
      Series D Convertible Preferred Stock held by them, including, without
      limitation, as a result of there not being enough shares of Markland’s Common
      Stock available to process conversions of such Series D Convertible Preferred
      Stock.

    



    
      
        
        

      

      
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    (c) At
      the
      Initial Closing, Markland
      shall issue and deliver to each Investor (i) a certificate for the Redemption
      Series E Shares being acquired by such Investor (as set forth on Schedule
      A)
      in
      exchange for such Investor’s Existing Securities and (ii) a certificate for the
      Purchased Series E Shares being purchased by such Investor at the Initial
      Closing (as set forth on Schedule
      B),
      against payment by such Investor to Markland of the aggregate purchase price
      therefor in the form of (A) a certified or bank check payable to the order
      of
      Markland, (B) a wire transfer to a bank account designated by Markland, or
      (C)
      any combination of (A) and (B).

    


    (d) At
      each
      Additional Closing, Markland
      shall issue and deliver to each Investor a certificate for the Purchased Series
      E Shares being purchased by such Investor at such Additional Closing (as set
      forth on Schedule
      B),
      against payment by such Investor to Markland of the aggregate purchase price
      therefor in the form of (A) a certified or bank check payable to the order
      of
      Markland, (B) a wire transfer to a bank account designated by Markland, or
      (C)
      any combination of (A) and (B).

    


    1.4 Defined
      Terms Used in this Agreement.
      In
      addition to the terms defined above, the following terms used in this Agreement
      shall be construed to have the meanings set forth or referenced
      below:

    


    An
      “Affiliate”
of
      any
      Person means a Person that, directly or indirectly, through one or more
      intermediaries, controls, is controlled by or is under common control with
      the
      first mentioned Person. A Person shall be deemed to control another Person
      if
      such first Person possesses, directly or indirectly, the power to direct, or
      cause the direction of, the management and policies of the second Person,
      whether through the ownership of voting securities, by contract or
      otherwise.

    


    “Escrow
      Agreement”
means
      the agreement between Markland, the Investors, Stephen Hicks, as representative
      of the Investors, and Greenberg Traurig, LLP, as escrow agent, dated as of
      the
      date of the Initial Closing, in substantially the form of Exhibit
      B
      attached
      to this Agreement.

    


    “Majority
      Interest”
means
      the Investors and their Affiliates holding not less than a majority of the
      Technest Conversion Shares (determined on an as-converted basis).

    


    “Person”
means
      an individual, a corporation, an association, a joint venture, a partnership,
      a
      limited liability company, an estate, a trust, an unincorporated organization
      and any other entity or organization, governmental or otherwise.

    


    “Registration
      Rights Agreement”
means
      the agreement between Markland and the Investors, dated as of the date of the
      Initial Closing, in substantially the form of Exhibit
      A
      attached
      to this Agreement.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

    


    “Series
      E Articles”
means
      the Articles of Amendment to the Articles of Incorporation of Markland for
      Designation of Preferences, Rights and Limitations of Series E Preferred
      Stock.

    


    “Technest”
means
      Technest Holdings, Inc., a Nevada corporation.

    



    
      
        
        

      

      
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    “Transaction
      Agreements”
means
      this Agreement, the Escrow Agreement and the Registration Rights
      Agreement.

    


    SECTION
      2. Representations
      and Warranties of Markland.
      Markland hereby represents and warrants to each Investor as
      follows:

    


    2.1 Organization.
       Markland is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Florida and has all requisite corporate
      power and authority to carry out the transactions contemplated
      hereby.

    


    2.2 Authorization.
       The execution, delivery and performance by Markland of each of the
      Transaction Agreements have been duly authorized by all requisite corporate
      action.

    


    2.3 Enforceability.
       Each of the Transaction Agreements, when executed and delivered by
      Markland, shall constitute a legal, valid and binding obligation of Markland,
      enforceable against Markland in accordance with its respective terms, except
      as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditors’ and contracting
      parties’ rights generally and except as enforceability may be subject to general
      principles of equity (regardless of whether such enforceability is considered
      in
      a proceeding in equity or at law).

    


    2.4 No
      Conflicts.
       The execution, delivery and performance by Markland of this Agreement and
      the other Transaction Agreements, and the consummation of the transactions
      contemplated hereby and thereby, do not and will not breach or constitute a
      default under any applicable law or regulation or of any agreement, judgment,
      order, decree or other instrument binding on Markland.

    


    2.5 Valid
      Issuance of the Series E Preferred Stock.
       The shares of Series E Preferred Stock, when issued, sold and delivered in
      accordance with the terms of this Agreement for the consideration described
      herein, will be duly and validly issued, fully paid and nonassessable and will
      be free of restrictions on transfer, other than restrictions on transfer under
      applicable state and federal securities laws.

    


    2.6 No
      Governmental Consent or Approval Required.
       Assuming the accuracy of the representations made by the Investors in this
      Agreement, no authorization, consent, approval or other order of, declaration
      to, or filing with, any governmental agency or body is required for or in
      connection with the valid and lawful authorization, execution and delivery
      by
      Markland of this Agreement or the other Transaction Agreements for or in
      connection with the valid and lawful authorization, issuance, sale and delivery
      of the shares of Series E Preferred Stock being issued hereunder, except for
      (i)
      the filing of the Series E Articles and (ii) federal or state securities law
      filings which have been made or will be made in a timely manner.

    


    2.7 Offering.
       Assuming the accuracy of the Investors’ representations set forth in this
      Agreement, and subject to the filings described in Section 2.6(ii), the offer,
      sale and issuance of the shares of Series E Preferred Stock contemplated by
      this
      Agreement are exempt from the registration requirements of the Securities Act,
      and will be in compliance with all applicable state securities
      laws.

    



    
      
        
        

      

      
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    2.8 Technest
      Common Stock.
      Markland owns 13,954,023 shares of Technest common stock, $.001 par value per
      share (“Technest
      Common Stock”),
      representing approximately 89% of the issued and outstanding common stock of
      Technest. Such common stock is duly and validly issued, fully paid and
      nonassessable and is free of any restrictions on transfer, other than
      restrictions on transfer under applicable state and federal securities
      laws.

    


    2.9 No
      Integrated Offering.
      Neither
      Markland nor any of its affiliates nor any person acting on its or their behalf
      has, directly or indirectly, at any time during the past six months made any
      offer or sales of any security or solicited any offers to buy any security
      under
      circumstances that would eliminate the availability of the exemption from
      registration under Rule 506 of Regulation D in connection with the offer and
      sale of the Series E Preferred Stock as contemplated hereby.

    


    SECTION
      3. Representations
      and Warranties of the Investors.
       Each Investor hereby represents and warrants to Markland as
      follows:

    


    3.1 Organization.
      Such
      Investor is duly organized, validly existing and in good standing under the
      laws
      of its jurisdiction of organization, has all requisite power and authority
      and
      has taken all necessary action required for the due authorization, execution,
      delivery and performance of this Agreement and the other Transaction Agreements,
      as well as the consummation of the transactions contemplated hereby, and has
      not
      been organized, reorganized or recapitalized specifically for the purposes
      of
      investing in Markland or Technest.

    


    3.2
       Enforceability.
       Each of the Transaction Agreements, when executed and delivered by such
      Investor, shall constitute a legal, valid and binding obligation of such
      Investor, enforceable against such Investor in accordance with its respective
      terms, except as enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting creditors’ and
      contracting parties’ rights generally and except as enforceability may be
      subject to general principles of equity (regardless of whether such
      enforceability is considered in a proceeding in equity or at law).

    


    3.3 No
      Conflicts.
       The execution, delivery and performance by such Investor of this Agreement
      and the other Transaction Agreements, and the consummation of the transactions
      contemplated hereby and thereby, do not and will not breach or constitute a
      default under any applicable law or regulation or of any agreement, judgment,
      order, decree or other instrument binding on such Investor.

    


    3.4 Investment
      Intent.
       Such Investor is acquiring shares of Series E Preferred Stock hereunder
      (and the related Technest Conversion Shares (as defined below)) for investment
      and not for, with a view to or in connection with the distribution thereof.
      The
      above sentence, however, shall not to limit such Investor’s right to sell the
      Series E Preferred Stock and the underlying Technest Common Stock pursuant
      to
      applicable state and federal securities laws.

    



    
      
        
        

      

      
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    3.5 Restricted
      Securities.
       Such Investor understands that neither the shares of Series E Preferred
      Stock to be issued hereunder nor the shares of Technest Common Stock issuable
      upon conversion of the shares of Series E Preferred being issued to such
      Investor hereunder (“Technest
      Conversion Shares”)
      have
      been registered under the Securities Act, or any state securities law, by reason
      of their issuance in a transaction exempt from the registration requirements
      of
      the Securities Act and such laws, and that such shares must be held indefinitely
      unless they are subsequently registered under the Securities Act and such laws
      or a subsequent disposition thereof is exempt from registration.  The
      certificates for the shares of Series E Preferred Stock to be issued hereunder
      and the Technest Conversion Shares shall bear a legend in substantially the
      form
      set forth below as well as any other legends required by applicable law, and
      such Investor covenants that such Investor shall not transfer shares of Series
      E
      Preferred Stock or any Technest Conversion Shares represented by any such
      certificate without complying with the restrictions on transfer described in
      the
      legends endorsed on such certificate:

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR
      QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY
      NOT
      BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES
      LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS
      ARE
      AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE
      COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE
      TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY
      REQUIRED FOR SUCH TRANSFER.

    


    3.6 Rule
      144.
       Such Investor understands that the exemption from registration afforded by
      Rule 144 promulgated by the Securities and Exchange Commission under the
      Securities Act depends upon the satisfaction of various conditions and that,
      if
      applicable, Rule 144 affords the basis for sales only in limited
      amounts.

    


    3.7 Experience
      and Knowledge.
       Such Investor: (a) has sufficient knowledge and experience in
      business and financial matters and with respect to investment in restricted
      securities so as to enable it to analyze and evaluate the merits and risks
      of
      the investment contemplated hereby; (b) is able to bear the economic risk
      of such investment; and (c) is an “accredited investor” as defined in Rule
      501(a) of Regulation D under the Securities Act.  Such Investor is aware of
      Markland’s business affairs and condition and Technest’s business affairs and
      condition and has acquired sufficient information about Markland and Technest
      to
      reach an informed and knowledgeable decision to acquire shares of Series E
      Preferred Stock and Technest Conversion Shares. Such Investor acknowledges
      that
      it has read and understands the relative rights and preferences and other terms
      of the Series E Preferred Stock as set forth in the Series E
      Articles.

    



    
      
        
        

      

      
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    3.8 Address.
       The postal address for such Investor on such Investor’s signature page
      attached hereto is true, accurate and complete as of the date
      hereof.

    


    3.9 No
      Brokers.
       All negotiations relating to this Agreement and the transactions
      contemplated hereby have been carried on without the intervention of any person
      acting on behalf of such Investor in such manner as to give rise to any right,
      interest or valid claim for any brokerage or finder’s commission, fee or similar
      compensation.

    


    3.10 Title.
       Such Investor is the owner of good and marketable title to the Existing
      Securities set forth opposite such Investor’s name on Schedule
      A
      hereto,
      free and clear of all liens, pledges and encumbrances.

    


    SECTION
      4. Conditions
      to Closing.

    


    4.1 Conditions
      to the Investors’ Obligations at Closing.
      The
      obligations of each Investor to purchase shares of Series E Preferred Stock
      at
      each Closing are subject to the fulfillment, on or before such Closing, of
      each
      of the following conditions, unless otherwise waived in writing:

    


    (a) Representations
      and Warranties.
      The
      representations and warranties of Markland contained in Section 2 shall be
      true and correct in all materials respects as of such Closing.

    


    (b) Performance.
      Markland shall have performed and complied with all covenants, agreements,
      obligations and conditions contained in this Agreement that are required to
      be
      performed or complied with by it on or before such Closing.

    


    (c) Qualifications.
      All
      authorizations, approvals or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the shares of Series E Preferred
      Stock pursuant to this Agreement shall be obtained and effective as of such
      Closing.

    


    (d) Registration
      Rights Agreement.
      Markland shall have executed and delivered the Registration Rights
      Agreement.

    


    (e) Escrow
      Agreement.
      Markland shall have executed and delivered the Escrow Agreement.

    


    (f) Series
      E Articles.
      Markland shall have filed the Series E Articles with the Department of State
      of
      the State of Florida on or prior to the Initial Closing, which shall continue
      to
      be in full force and effect as of the current Closing.

    


    4.2 Conditions
      to Markland’s Obligations at Closing.
      The
      obligations of Markland to issue and sell shares of Series E Preferred Stock
      to
      any Investors at a Closing are subject to the fulfillment, on or before such
      Closing, of each of the following conditions, unless otherwise waived in
      writing:

    



    
      
        
        

      

      
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    (a) Representations
      and Warranties.
      The
      representations and warranties of such Investor contained in Section 3
      shall be true and correct in all material respects as of the applicable Closing
      Date.

    


    (b) Performance.
      Such
      Investor shall have performed and complied with all covenants, agreements,
      obligations and conditions contained in this Agreement that are required to
      be
      performed or complied with by such Investor on or before such
      Closing.

    


    (c) Qualifications.
      All
      authorizations, approvals or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the shares of Series E Preferred
      Stock pursuant to this Agreement shall be obtained and effective as of such
      Closing.

    


    (d) Registration
      Rights Agreement.
      Each
      Investor shall have executed and delivered the Registration Rights
      Agreement.

    


    (e) Escrow
      Agreement.
      Each
      Investor and Southridge Capital Management LLC, as representative of the
      Investors, shall have executed and delivered the Escrow Agreement.

    


    (f) Existing
      Securities.
      In
      connection with the Initial Closing only, the Investors shall have delivered
      the
      Existing Securities, duly assigned to Markland, to Markland.

    


    SECTION
      5. Escrow
      Shares.
      On the
      date of the Initial Closing, Markland shall deposit an aggregate 3,804,000
      shares of Technest Common Stock (the “Escrow
      Shares”)
      with
      Greenberg Traurig, LLP, as escrow agent (the “Escrow
      Agent”),
      to be
      held and distributed by the Escrow Agent in accordance with the terms of the
      Escrow Agreement. The purpose of the Escrow Agreement is to secure the
      conversion rights associated with the Series E Preferred Stock issued hereunder
      and the potential payment of liquidated damages under the Registration Rights
      Agreement.

    


    SECTION
      6. Restrictions
      on Markland Sales of Technest Common Stock.

    


    6.1 Subject
      to Section 6.2 hereof, for a period commencing on the date of the Initial
      Closing and ending on the earlier of (i) twenty-four (24) months following
      the
      date of the Initial Closing and (ii) the date on which the Investors and/or
      their Affiliates have sold at least 67% of the Technest Conversion Shares
      underlying the shares of Series E Preferred Stock issued under this Agreement
      (determined on an as-converted basis) either in transactions registered under
      the Securities Act or pursuant to Rule 144 under the Securities Act (such
      period, the “Restriction
      Period”),
      Markland agrees that it will not sell, assign, hypothecate or otherwise
      transfer: (a) any shares of Technest Common Stock, (b) any securities
      convertible into or exercisable or exchangeable for Technest Common Stock or
      (c) any options, warrants or rights carrying any rights to purchase
      Technest Common Stock, in each case without the prior written consent of a
      Majority Interest.

    


    6.2 Notwithstanding
      the foregoing, the restrictions imposed in Section 6.1 shall be inapplicable
      with respect to:

    



    
      
        
        

      

      
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    (a) the
      transfer of shares of Technest Common Stock (other than the Escrow Shares)
      to
      Markland’s own common stockholders pursuant to one or more dividends or share
      exchanges declared by Markland’s board of directors;

    


    (b) the
      transfer of shares of Technest Common Stock as payment in settlement of debts
      or
      other obligations to creditors of Markland (any recipient of such shares, a
      “Creditor
      Transferee”),
      up to
      a maximum of 215,054 shares of Technest Common Stock (as appropriately adjusted
      for any stock split, combination, reorganization, recapitalization,
      reclassification, stock distribution, stock dividend or similar event) at a
      value per share not less than $4.65 per share (as appropriately adjusted for
      any
      stock split, combination, reorganization, recapitalization, reclassification,
      stock distribution, stock dividend or similar event) for each year of the
      Restriction Period;

    


    (c) the
      transfer of up to 1,000,000 shares of Technest Common Stock (as appropriately
      adjusted for any stock split, combination, reorganization, recapitalization,
      reclassification, stock distribution, stock dividend or similar event) issued
      or
      issuable in connection with, or upon the exercise of, options or other
      equity-based awards to be granted to employees, officers, directors and/or
      consultants of Markland pursuant to Markland’s equity incentive plans,
      employment contracts or otherwise; provided
      that
      the
      recipients of such awards, together with Markland, shall be bound by the
      restrictions on resale or further transfer as set forth in Section 6.1 and
      Section 6.3;

    


    (d) transfers
      of shares of Technest Common Stock (other than the Escrow Shares) into the
      open
      market in sales registered under the Securities Act or sales pursuant to Rule
      144 under the Securities Act, which sales shall not exceed 1% of Technest’s
      outstanding shares of common stock during any 90 day period; and

    


    (e) in
      addition to the transfers set forth in Section 6.2(a)-(d), transfers of shares
      of Technest Common Stock (other than the Escrow Shares) by Markland in offerings
      that comply with Section 7 (“Offerings”)
      (recipients of shares in an Offering are referred to herein as “Offering
      Transferees”).

    


    6.3 For
      a
      period of ten (10) months immediately following the Restriction Period, Markland
      agrees that it will not sell more than 10% of its shares of Technest Common
      Stock (calculated as of the end of the Restriction Period) into the open market
      in sales registered under the Securities Act or sales pursuant to Rule 144
      under
      the Securities Act during any calendar month; provided, however, that (i) if
      at
      any time during such calendar month, the average closing price of shares of
      Technest Common Stock over a period of five (5) consecutive trading days is
      equal to or greater than $10.00 (as appropriately adjusted for any stock split,
      combination, reorganization, recapitalization, reclassification, stock
      distribution, stock dividend or similar event), such limit shall be increased
      to
      25% for such month and (ii) if at any time during such calendar month, the
      average closing price of shares of Technest Common Stock over a period of five
      (5) consecutive trading days is equal to or less than $4.65 (as appropriately
      adjusted for any stock split, combination, reorganization, recapitalization,
      reclassification, stock distribution, stock dividend or similar event), such
      limit shall be decreased to 5% for such month. Markland
      shall provide that any transferees of shares of Technest Common Stock that
      received such shares in private transactions (other than Creditor Transferees
      or
      Offering Transferrees) shall be bound by the same restrictions based on the
      number of shares of Technest Common Stock such transferees receive in their
      respective transactions.

    



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    SECTION
      7. Right
      of First Refusal; Co-Sale Provisions.
      

    


    7.1 General.
      Notwithstanding
      anything to the contrary set forth herein (including the restrictions on
      transfer set forth in Section 6.1), during the Restriction Period, in addition
      to transfers allowed pursuant to Section 6.2(a)-(d) (the “Exempt
      Transactions”),
      Markland may transfer shares of Technest Common Stock in any transaction (public
      or private) that complies with the conditions of this Section 7.

    


    7.1 Right
      of First Refusal.
      In the
      event that, during the Restriction Period, Markland proposes to transfer shares
      of Technest Common Stock in a transaction other than an Exempt Transaction
      (a
“Proposed
      Transaction”),
      Markland may, subject to the provisions of Section 7.2 hereof, transfer such
      shares of Technest Common Stock pursuant to and in accordance with the following
      provisions of this Section 7.1:

    


    (a) Offer
      Notice.
      Markland shall cause all of the terms of the Proposed Transaction to be reduced
      to writing and shall promptly notify each of the Investors of Markland’s desire
      to effect the Proposed Transaction and otherwise comply with the provisions
      of
      this Section 7.1 and, if applicable, Section 7.2 (such notice, the “Offer
      Notice”).
      The
      Offer Notice shall constitute an irrevocable offer to sell all but not less
      than
      all of Markland’s shares of Technest Common Stock which are the subject of the
      Proposed Transaction (the “Offered
      Shares”)
      to the
      Investors, on the basis described below, at a purchase price equal to the price
      contained in, and on the same terms and conditions of, the Proposed
      Transaction.

    


    (b) Investor’s
      Option.
      At any
      time within three (3) calendar days after receipt by the Investors of the Offer
      Notice (the “Option
      Period”),
      each
      Investor may elect to accept the offer to purchase with respect to any or all
      of
      the Offered Shares and shall give written notice of such election (the
“Acceptance
      Notice”)
      to
      Markland and each Investor within the Option Period, which notice shall indicate
      the maximum number of Offered Shares that the Investor is willing to purchase,
      including the number of Offered Shares it would purchase if one or more other
      Investors do not elect to purchase their Pro Rata Fractions (as defined in
      paragraph (c) below). The Acceptance Notice shall constitute a valid, legally
      binding and enforceable agreement for the sale and purchase of the Offered
      Shares covered by the Acceptance Notice. The closing for any purchase of Offered
      Shares by the Investors under this Section 7.1(b) shall take place within twenty
      (20) days following the expiration of the Option Period, at the offices of
      Markland or on such other date or at such other place as may be agreed to by
      Markland and such Investors. Markland shall notify the Investors promptly if
      any
      Investor fails to offer to purchase all of its Pro Rata Fraction.

    


    (c) Allocation
      of Offered Shares among Investors.
      Upon
      the expiration of the Option Period, the number of Offered Shares to be
      purchased by each Investor shall be determined as follows: (i) first, there
      shall be allocated to each Investor electing to purchase, a number of Offered
      Shares equal to the lesser of (A) the number of Offered Shares as to which
      such
      Investor accepted as set forth in its respective Acceptance Notice or
      (B) such Investor’s Pro Rata Fraction (as defined below), and (ii) second,
      the balance, if any, not allocated under clause (i) above, shall be allocated
      to
      those Investors who within the Option Period delivered an Acceptance Notice
      that
      set forth a number of Offered Shares that exceeded their respective Pro Rata
      Fractions, in each case on a pro rata basis in proportion to the number of
      Technest Conversion Shares held by each such Investor (calculated on an
      as-converted basis) up to the amount of such excess. An Investor’s Pro Rata
      Fraction shall be equal to the product obtained by multiplying the total number
      of Offered Shares by a fraction, the numerator
      of which
      is the total number of shares of Technest Conversion Shares owned by such
      Investor (calculated on an as-converted basis), and the denominator
      of which
      is the total number of shares of Technest Conversion Shares held by all
      Investors (calculated on an as-converted basis), in each case as of the date
      of
      the Offer Notice.

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (d) Sale
      to Third Party.
      In the
      event that the Investors do not elect to exercise the rights to purchase under
      this Section 7.1 with respect to all of the Offered Shares proposed to be sold,
      Markland may sell all such Offered Shares on the terms and conditions set forth
      in the Offer Notice, subject to the provisions of Section 7.2.

    


    7.2 Co-Sale
      Option of Investors.
      In the
      event that the Investors do not exercise their rights under Section 7.1 with
      respect to all of the Offered Shares proposed to be so transferred in connection
      with any Proposed Transaction, during the Restriction Period, Markland may
      transfer such Offered Shares only pursuant to and in accordance with the
      following provisions of this Section 7.2:

    


    (a) Co-Sale
      Notice.
      As soon
      as practicable following the expiration of the Option Period, Markland shall
      provide notice to each of the Investors (the “Co-Sale
      Notice”)
      of its
      right (the “Co-Sale
      Option”)
      to
      participate in the Proposed Transaction, up to a maximum, in the aggregate
      for
      all Investors, of 50% of the Offered Shares to be sold in such Proposed
      Transaction (the “Maximum
      Participation Amount”).
      To
      the extent one or more Investors exercise their Co-Sale Option in accordance
      with this Section 7.2, the number of Offered Shares that Markland may transfer
      in the Proposed Transaction shall be correspondingly reduced.

    


    (b) Investor
      Acceptance.
      Each of
      the Investors shall have the right to exercise its Co-Sale Option by giving
      written notice of such intent to participate (the “Co-Sale
      Acceptance Notice”)
      to
      Markland within three (3) calendar days after receipt by such Investor of the
      Co-Sale Notice (the “Co-Sale
      Election Period”).
      Each
      Co-Sale Acceptance Notice shall indicate the maximum number of shares of
      Technest Common Stock subject thereto which the Investor wishes to sell,
      including the number of shares of Technest Common Stock it would sell if one
      or
      more other Investors do not elect to participate in the sale on the terms and
      conditions stated in the Offer Notice.

    


    (c) Allocation
      of Shares.
      Each
      Investor shall have the right to sell a portion of its shares of Technest Common
      Stock pursuant to the Proposed Transaction which is equal to or less than the
      product obtained by multiplying the Maximum Participation Amount by a fraction,
      the numerator
      of which
      is the total number of Technest Conversion Shares owned by such Investor
      (calculated on an as-converted basis) and the denominator
      of which
      is the total number of Technest Conversion Shares (calculated on an as-converted
      basis) held by all Investors, in each case as of the date of the Offer Notice,
      subject to increase as hereinafter provided. In the event any Investor does
      not
      elect to sell the full amount of such shares of Technest Common Stock which
      such
      Investor is entitled to sell pursuant to this Section 7.2, then any Investors
      who have elected to sell shares of Technest Common Stock shall have the right
      to
      sell, on a pro-rata basis (based on the number of Technest Conversion Shares
      held by each such Investor) with any other Investors and up to the maximum
      number of shares of Technest Common Stock stated in each such Investor’s Co-Sale
      Acceptance Notice, any shares of Technest not elected to be sold by such
      Investor.

    


    (d) Co-Sale
      Closing.
      Within
      five (5) calendar days after the end of the Co-Sale Election Period, Markland
      shall promptly notify each participating Investor of the number of shares of
      Technest Common Stock held by such Investor that will be included in the sale
      and the proposed date on which the Proposed Transaction will be consummated.
      No
      shares of Technest Common Stock may be sold in the Proposed Transaction by
      Markland unless the purchasers simultaneously purchase from the participating
      Investors all of the shares of Technest Common Stock that they have elected
      to
      sell pursuant to this Section 7.2.

    



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (e) Sale
      to Third Party.
      Any
      shares of Technest Common Stock held by Markland that are the subject of the
      Proposed Transaction and that Markland desires to transfer following compliance
      with this Section 7.2, may be sold only on terms no more favorable to Markland
      than those contained in the Offer Notice.

    


    SECTION
      8. Investor
      Restrictions.
      Each
      Investor agrees that (i) it will not convert more than 10% of the number of
      Series E Preferred Stock it acquires pursuant to this Agreement during any
      calendar month and (ii) it will not sell more than 10% of its Technest
      Conversion Shares (calculated on an as-converted basis) underlying shares of
      Series E Preferred Stock it acquires pursuant to this Agreement into the open
      market in sales registered under the Securities Act or sales pursuant to Rule
      144 under the Securities Agreement during any calendar month; provided, however,
      that (A) if at any time during such calendar month, the average closing price
      of
      shares of Technest Common Stock over a period of five (5) consecutive trading
      days is equal to or greater than $10.00 (as appropriately adjusted for any
      stock
      split, combination, reorganization, recapitalization, reclassification, stock
      distribution, stock dividend or similar event), such limits shall be increased
      to 25% for such month and (B) if at any time during such calendar month, the
      average closing price of shares of Technest Common Stock over a period of five
      (5) consecutive trading days is equal to or less than $4.65 (as appropriately
      adjusted for any stock split, combination, reorganization, recapitalization,
      reclassification, stock distribution, stock dividend or similar event), such
      limits shall be decreased to 5% for such month. Such Investor shall provide
      that
      any transferees of shares of Technest Common Stock that received such shares
      in
      private transactions shall be bound by the same restrictions based on the number
      of shares of Technest Common Stock such transferees receive in their respective
      transactions.

    


    SECTION
      9. Anti-Dilution
      Protection.
      

    


    9.1 In
      the
      event that during the Restriction Period, Technest sells shares of Technest
      Common Stock in any Offering at a price per share (the “Sale
      Price”)
      less
      than $5.85 (as appropriately adjusted for any stock split, combination,
      reorganization, recapitalization, reclassification, stock distribution, stock
      dividend or similar event) (the “First
      Adjustment Price”),
      then
      Markland shall deliver to each Investor a number of shares of Technest Common
      Stock equal to the quotient determined by dividing (i) the product of (A) the
      number of Technest Conversion Shares (as determined on an as-converted basis)
      then held by such Investor and (B) the amount by which the First Adjustment
      Price exceeds the Sale Price, up to a maximum of $1.20 (as appropriately
      adjusted for any stock split, combination, reorganization, recapitalization,
      reclassification, stock distribution, stock dividend or similar event), by
      (B)
      $4.65 (as appropriately adjusted for any stock split, combination,
      reorganization, recapitalization, reclassification, stock distribution, stock
      dividend or similar event).

    


    9.2 In
      the
      event that during the Restriction Period, either Markland or Technest sells
      shares of Technest Common Stock in any Offering at a Sale Price less than $4.65
      (as appropriately adjusted for any stock split, combination, reorganization,
      recapitalization, reclassification, stock distribution, stock dividend or
      similar event) (the “Second
      Adjustment Price”),
      then
      Markland shall pay to each Investor an amount in cash equal to the product
      of
      (i) the number of Technest Conversion Shares (as determined on an as-converted
      basis) then held by such Investor and (ii) the amount by which the Second
      Adjustment Price exceeds the Sale Price.

    



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    SECTION
      10. Mutual
      Release.
      Effective upon the Initial Closing, Markland, on the one hand, and the
      Investors, on the other hand, do each hereby remise, release and forever
      discharge the other party, and their representatives, officers, directors,
      employees, agents, attorneys, subsidiaries, affiliates, parents, predecessors,
      successors and assigns from any and all debts, demands, actions, causes of
      action, suits, sums of money, contracts, controversies, agreements, promises,
      executions, liabilities, and any and all other claims of any kind, nature and
      description whatsoever, both in law and equity (whether known or unknown),
      which
      the releasing party or its successors or assigns now have or ever had from
      the
      beginning of the world to the date of the Initial Closing. Notwithstanding
      the
      foregoing, the covenants, duties and obligations of all parties to this
      Agreement, and all other covenants, duties, and obligations related to or
      provided for in this Agreement, shall survive this mutual release and shall
      be
      fully enforceable in accordance with their respective terms.

    


    SECTION
      11. Negative
      Covenant.
      Until
      the expiration of the Restriction Period, Markland shall not grant consent
      to or
      vote the Technest Common Stock beneficially held by Markland, nor shall Markland
      direct any agent, by proxy or otherwise, including, but not limited to, the
      Escrow Agent, to grant consent to or vote in favor of any reverse stock split,
      distribution or dividend at any shareholder meeting or similar function held
      by
      Technest for the purpose of obtaining the vote or consent of Technest
      shareholders. Notwithstanding the foregoing, during the Restriction Period,
      Markland shall have the right to grant consent to or vote the shares of Technest
      Common Stock beneficially held by Markland (or direct any agent to grant consent
      to or vote such shares) in favor of a one-time reverse stock split in connection
      with Technest’s efforts to list its common stock on the Nasdaq National Market
      or Nasdaq Capital Market (collectively, “Nasdaq”); provided
      that Markland
      shall only consent to or vote such shares for no more than the minimum ratio
      necessary to secure the listing of Technest’s common stock with Nasdaq, not to
      exceed a ratio of 1:3; and
      further provided that
      the
      reverse split shall correspondingly reduce the number of authorized shares
      of
      common stock by an amount fifty percent (50%) greater than the ratio used to
      reduce the outstanding shares of common stock. By way of examples, (i) if the
      ratio of an approved reverse stock split is 1:2 with respect to outstanding
      shares, then the number of shares of authorized common stock shall be reduced
      by
      a ratio of 1:3 and (ii) if the ratio of an approved reverse stock split is
      1:3
      with respect to outstanding shares, then the number of shares of authorized
      common stock shall be reduced by a ratio of 1:4.5.

    


    SECTION
      12. Miscellaneous.

    


    12.1 Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by Markland and a Majority Interest. Notwithstanding the foregoing,
      a
      waiver or consent to depart from the provisions hereof with respect to a matter
      that relates exclusively to the rights of one or some Investors and that does
      not directly or indirectly affect the rights of other Investors may be given
      by
      Investors to which such waiver or consent relates; provided,
      however,
      that
      the
      provisions of this sentence may not be amended, modified, or supplemented except
      in accordance with the provisions of the immediately preceding
      sentence.

    



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    12.2 Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be mailed by first-class registered or certified airmail,
      confirmed facsimile or nationally recognized overnight express courier postage
      prepaid, and shall be deemed given when so mailed and shall be delivered as
      addressed as follows:

    


    if
      to
      Markland, to:

    


    Markland
      Technologies, Inc.

    88
      Royal
      Little Drive

    Providence,
      RI 02904

    Fax:
      401-454-1806

    Attn:
      Robert Tarini

    


    with
      a
      copy to:

    


    Greenberg
      Traurig, LLP

    One
      International Place

    Boston,
      MA 02110

    Fax:
      617-310-6000

    Attn:
      Jonathan Bell, Esq.

    


    if
      to an
      Investor, at such Investor’s address set forth on such Investor’s signature page
      hereto.

    


    The
      designation of any such address may be changed at any time by any party upon
      written notice given pursuant to the requirements of this Section.

    


    12.3 Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties. Each Investor may assign its rights
      hereunder only to transferees of shares of Series E Preferred Stock or Technest
      Conversion Shares in accordance with applicable state and federal securities
      laws; provided, however, that such rights may not be assigned in connection
      with
      a sale of such shares in a transaction registered under the Securities Act
      or
      pursuant to Rule 144 under the Securities Act.

    


    12.4 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

    



    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    12.5 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party hereby irrevocably submits
      to
      the jurisdiction of the state and federal courts sitting in the City of New
      York, Borough of Manhattan, for the adjudication of any dispute hereunder or
      in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address in effect for notices to
      it
      under this Agreement and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing contained herein
      shall
      be deemed to limit in any way any right to serve process in any manner permitted
      by law. Each party hereto hereby irrevocably waives, to the fullest extent
      permitted by applicable law, any and all right to trial by jury in any legal
      proceeding arising out of or relating to this Agreement or the transactions
      contemplated hereby.

    


    12.6 Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

    


    12.7 Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction.

    


    12.8 Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    12.9 Independent
      Nature of Investors’ Obligations and Rights.
      The
      obligations of each Investor hereunder are several and not joint with the
      obligations of any other Investor hereunder, and no Investor shall be
      responsible in any way for the performance of the obligations of any other
      Investor hereunder. Nothing contained herein or in any other agreement or
      document delivered at any closing, and no action taken by any Investor pursuant
      hereto or thereto, shall be deemed to constitute the Investors as a partnership,
      an association, a joint venture or any other kind of entity, or create a
      presumption that the Investors are in any way acting in concert with respect
      to
      such obligations or the transactions contemplated by this Agreement. Each
      Investor shall be entitled to protect and enforce its rights, including without
      limitation the rights arising out of this Agreement, and it shall not be
      necessary for any other Investor to be joined as an additional party in any
      proceeding for such purpose.

    


    ********************


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


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

    


    MARKLAND
      TECHNOLOGIES, INC.

     

    By:
      /s/
      Robert
      Tarini                                                           


    Name:
      Robert Tarini

    Title:
      Chief Executive Officer

    


    


    


    [SIGNATURE
      PAGE OF INVESTORS FOLLOWS]

    


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    



    [SIGNATURE
      PAGE OF INVESTORS TO RSPA]

    


     

    


    
      	 	
              JAMES
                LLC

            
	 	 
	 	
              By:
                Illegible                                                                    
                

            
	 	
              Name:
                Navigator Management Ltd.

            
	 	
              Title:
                Director

            
	 	 
	 	
              Address:
                Harbour House, 2nd
                Fl., Waterfront Drive, Road Town, Tortola, British Virgin
                Island

            
	 	 
	 	 
	 	
              SOUTHRIDGE
                PARTNERS LP

            
	 	 
	 	
              By:/s/
                Stephen
                Hicks                                                   
                

            
	 	
              Name:
                Stephen Hicks

            
	 	
              Title:
                President of General Partner

            
	 	 
	 	
              Address:
                90 Grove Street, Ste 204

            
	 	
              Ridgefield,
                CT 06877

            
	 	 
	 	 
	 	
              SOUTHSHORE
                CAPITAL FUND LTD.

            
	 	 
	 	
              By:
                Illegible                                                                     

            
	 	
              Name:
                Navigator Management Ltd.

            
	 	
              Title:
                Director

            
	 	 
	 	
              Address:
                Cayside, 2nd
                Fl., George Town, Grand Cayman, 

              Cayman
                Islands, BWI

            
	 	 
	 	 
	 	
              BRITTANY
                CAPITAL MANAGEMENT, LTD.

            
	 	 
	 	
              By:
                /s/
                Barry W.
                Herman                                                
                

            
	 	
              Name:
                Barry W. Herman

            
	 	
              Title:
                President

            
	 	 
	 	
              Address:
                Cumberland House, 27 Cumberland Street, 

              P.O.
                Box N-10818

            
	 	
              Nassau,
                New Providence, The Bahamas

            


    

    
 

    
      
        
        

      

      
        
          17

        

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

    


    Existing
      Securities and Redemption Series E Shares

    


    
      	
              Investor

            	 	
              Series
                D Preferred Stock Being Redeemed

            	 	
              Common
                Stock Being Redeemed

            	 	
              Warrants
                Being Redeemed

            	 	
              Series
                E Preferred Stock Being Issued in Redemption

            	 
	 	 	 	 	 	 	 	 	 	 
	
              James
                LLC

            	 	 	
              5,880

            	 	 	
              0

            	 	 	
              1,088,160

            	 	 	
              670

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Southridge
                Partners LP

            	 	 	
              
              

              1,160

            	 	 	
              
              

              25,563,910

            	 	 	
              
              

              1,318,750

            	 	 	
              
              

              223

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Southshore
                Capital Fund Ltd.

            	 	 	
              
              

              250

            	 	 	
              
              

              3,125,000

            	 	 	
              
              

              0

            	 	 	
              39

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Brittany
                Capital Management, Ltd.

            	 	 	
              
              

              0

            	 	 	
              
              

              3,750,000

            	 	 	
              
              

              0

            	 	 	
              
              

              13

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total:

            	 	 	
              7,290

            	 	 	
              32,438,910

            	 	 	
              2,406,910

            	 	 	
              945

            	 


    

    



    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    Schedule
      B

    


    Series
      E Preferred Stock to be Purchased for Cash at Closings

    


    The
      following table sets forth the number of shares of Series E Preferred Stock
      to
      be purchased for cash by each Investor at each Closing:

    


    
      	
            	 	
              Initial
                Closing

            	 	
              Second
                Closing

            	 	
              Third
                Closing

            	 	
              Fourth
                Closing

            	 	
              Fifth
                Closing

            	 	
              Sixth
                Closing

            	 
	 Investor	 	
              Shares

            	 	
              Price

            	 	
              Shares

            	 	
              Price

            	 	
              Shares

            	 	
              Price

            	 	
              Shares

            	 	
              Price

            	 	
              Shares

            	 	
              Price

            	 	
              Shares

            	 	
              Price

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              James
                LLC

            	 	 	
              20

            	 	
              $

            	
              279,000

            	 	 	
              25

            	 	
              $

            	
              348,750

            	 	 	
              25

            	 	
              $

            	
              348,750

            	 	 	
              25

            	 	
              $

            	
              348,750

            	 	 	
              25

            	 	
              $

            	
              348,750

            	 	 	
              67*

            	 	
              $

            	
              934,650*

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    
 

    *Notwithstanding
      the foregoing, the number of shares of Series E Preferred Stock to be purchased
      by this Investor at the Sixth Closing may be reduced to the extent such Investor
      does not have sufficient proceeds to purchase such shares due to the inability
      of such Investor to liquidate any unredeemed shares of Markland’s Series D
      Convertible Preferred Stock held by such Investor, including, without
      limitation, as a result of there not being enough shares of Markland’s Common
      Stock available to process conversions of such Series D Convertible Preferred
      Stock.