September 20,
2005
Markland Technologies,
Inc.
88 Royal Little Drive
Providence, RI 02904
Attn: Robert Tarini
Re: Maturity
Date Extension
Ladies and
Gentlemen:
Reference is made to
that certain Secured 8% Convertible Note in the original principal
amount of $4,160,000, due September 21, 2005, issued by Markland
Technologies, Inc. (the " Company "), to DKR Soundshore
Oasis Holding Fund, Ltd. (the " Investor" ), on September
21, 2004 (the " Note" ). Subject to the terms of this
letter, the Investor hereby agrees to extend the scheduled Maturity
Date (as such term is defined in the Note) of the Note for ninety
(90) days. Upon execution of this letter, the Note is no
longer scheduled to be due on September 21, 2005 but is now
scheduled to be due on December 20, 2005 (or such earlier date as
the Note is required to be repaid as provided in the
Note).
As of September 16,
2005, there is an outstanding principal balance of $2,247,000 on
the Note, including $47,000 for liquidated damages pursuant to our
side letter dated August 25, 2005. As consideration for the
extension of the Maturity Date of the Note as described herein, the
Company will issue and deliver to the Investor a secured
convertible promissory note identical in all respects to the Note,
but for the fact that the maturity date of such note shall be
January 20, 2006, with an original principal amount of $224,700
(the " New Note" ). The New Note shall have all the
rights and preferences of the Note (and be considered a "Note"), as
set forth in the Securities Purchase Agreement, dated September 21,
2004, between the Company and the investors signatory
thereto
