0001324468-05-000068 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • August 25th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • Florida

THIS EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the 19th day of August, 2005, by and between Markland Technologies, Inc., a Florida corporation (“Markland”), and Deer Creek Fund LLC (the “Stockholder”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 25th, 2005 • Markland Technologies Inc • Measuring & controlling devices, nec • New York

This Agreement is made pursuant to the Exchange Agreement, dated as of the date hereof, among the Company and Deer Creek (the “Exchange”).

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