EMPLOYMENT AGREEMENT AMENDMENT

EMPLOYMENT AGREEMENT AMENDMENT (this “Amendment”) dated as of  May 17, 2005, and with an effective date of May 17, 2005 (“Effective Date”) between Markland Technologies, Inc. (including, as the context may require, its subsidiaries, the “Company”), a Florida corporation, and Robert Tarini, (the “Employee”), located in Richmond, Rhode Island 02892.

WHEREAS, the Company and the Employee had previously entered into an employment agreement dated December 30, 2004 (the “Agreement”); and

WHEREAS, pursuant to the Agreement, the Employee is entitled to receive, from time to time, grants of the Company’s common stock; and

WHEREAS, the Company and the Employee wish to amend the Agreement in order to accelerate the final grant of the Company’s common stock under the Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.

That Section 4(d) of the Agreement be amended to accelerate the final of  common stock under the agreement so that, as amended, said Section shall be and read in its entirety as follows:

(d) Initial Grant of Stock - The Company agrees to conditionally grant to Employee shares of common stock in the Company at five different periods: (i) the first (“Grant One”) being upon the conclusion of a ninety (90) day period following January 2, 2004; (ii) the second (“Grant Two”) being upon the conclusion of a one-hundred-eighty (180) day period following January 2, 2004; (iii) the third (“Grant Three”) being upon the conclusion of a two-hundred-seventy (270) day period following January 2, 2004; (iv) the fourth (“Grant Four”) being upon conclusion of a one (1) year period following the effective date; and (v) the fifth (“Grant Five”) being upon May 16, 2005 (Grant One, Grant Two, Grant Three, Grant Four, and Grant Five)  may be referred to collectively as the “Grant” or the “Grants”).  Each Grant shall be equivalent to a “Stock Percentage” of the Company Equity (as defined below) calculated as of the “Final Date” associated with that Grant, as follows:

Grant	Stock Percentage	Final Date
Grant One	2.5%	April 1, 2004
Grant Two	1.0%	July 1, 2004
Grant Three	1.0%	October 1, 2004
Grant Four	2.0%	January 3, 2005

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Grant Five 1.0% May 16, 2005

The Grant will be earned based upon Performance Criteria achieved by the Company as defined below.  At any time after the Company has implemented an effective Employee Stock Ownership Program, the Employee may opt to accept option grants in lieu of restricted Common Stock Grants of an equivalent value to the Common Stock Grant.  The Employee may do so at each individual Grant date.

The number of shares of Common Stock reflected by the Stock Percentage (the “Employee’s Shares”) shall be calculated against all issued and outstanding capital stock or other equity or conversion right in the Company inclusive of warrants (in aggregate the “Company Equity”).  With respect to any convertible securities of the Company, including without limitation the Series D Preferred Stock, and any other securities convertible into, exercisable for, or exchangeable into Common Stock, the calculation determining the number of Employee’s Shares shall be made as if each such conversion had taken place in accordance with the conversion rights associated with such security, without regard to limitation on the number of shares that may be converted in a single instance or in a defined period, on the Final Date (the “Imputed Conversion”).  The price of the Common Stock to be used for calculating the Imputed Conversion shall be the average of the closing prices of the Common Stock for the ten (10) consecutive trading days prior to the Final Date reflected on 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, quoted or traded, including the pink sheets.  With respect to each Grant, the final calculation of the total number of the Employee’s Shares shall be made within fifteen (15) days of the Final Date, in accordance with the following formula (the “Formula”):

Total # Employee’s Shares = applicable Stock Percentage x the Company Equity

Company Equity = total Common Shares outstanding (including options and warrants) as of the Final Date + number of Common Shares resulting from Imputed Conversion

Each Grant is conditioned upon the Company achieving its year-end performance objectives for revenue and profitability, based on a plan to be ratified by the Board of Directors of the Company (the “Board”) during regularly scheduled meetings for each of the applicable years.  For example, whether Grant One occurs will be measured against the plan set forth by the Board in the first quarter of year 2004 for year 2004.

The subject shares issued via each Grant are non-transferable and subject to forfeiture until vested in accordance with this agreement.

THE PARTIES ACKNOWLEDGE THAT EACH HAS READ THIS AMENDMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.  FURTHER, THE PARTIES AGREE THAT THE AGREEMENT, AS AMENDED BY THE AMENDMENT AND ANY EXHIBITS THERETO ARE THE COMPLETE AND EXCLUSIVE

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Verdi Consulting Agreement 2004

STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR ALL PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.

ACCEPTED AND AGREED:

Markland Technologies, Inc.	Robert Tarini
By: Joseph Mackin President
_________________________________	_______________________________
Date: _____________________________	Date: _____________________________

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