**CERTIFICATION**

| 1.     | I                have reviewed this quarterly report on Form 10-QSB of Technest Holdings,                Inc.;                                                                                                                                                                                                                                                                                                                                                                                                        |
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| 2.     | Based                on my knowledge, this report does not contain any untrue statement                of a                material fact or omit to state a material fact necessary to make                the                statements made, in light of the circumstances under which such statements                were made, not misleading with respect to the period covered by this                report;                                                                                                   |
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| 3.     | Based                on my knowledge, the financial statements, and other financial information                included in this report, fairly present in all material respects                the                financial condition, results of operations and cash flows of the                small                business issuer as of, and for, the periods presented in this report;                                                                                                                          |
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| 4.     | The                small business issuer’s other certifying officer(s) and I are responsible                for establishing and maintaining disclosure controls and procedures                (as                defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small                business issuer and have:                                                                                                                                                                                 |
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|   | (a)                Designed such disclosure controls and procedures, or caused such                disclosure controls and procedures to be designed under our supervision,                to ensure that material information relating to the small business                issuer,                including its consolidated subsidiaries, is made known to us by others                within those entities, particularly during the period in which this                report                is being prepared; |
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|   | (b)                [intentionally omitted];                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|   | (c)                Evaluated the effectiveness of the small business issuer’s disclosure                controls and procedures and presented in this report our conclusions                about                the effectiveness of the disclosure controls and procedures, as of                the end                of the period covered by this report based on such evaluation; and                                                                                                                    |
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|   | (d)                Disclosed in this report any change in the small business issuer's                internal control over financial reporting that occurred during the                small                business issuer's first fiscal quarter that has materially affected,                or is                reasonably likely to materially affect, the small business issuer's                internal control over financial reporting; and                                                                |
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| 5.     | The                small business issuer’s other certifying officer(s) and I have disclosed,                based on our most recent evaluation of internal control over financial                reporting, to the small business issuer’s auditors and to the audit                committee of the small business issuer’s board of directors (or persons                performing the equivalent functions):                                                                                   |
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|   | (a)                All significant deficiencies and material weaknesses in the design                or                operation of internal control over financial reporting which are                reasonably likely to adversely affect the small business issuer’s ability                to record, process, summarize and report financial information; and                                                                                                                                             |
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|   | (b)                Any fraud, whether or not material, that involves management or other                employees who have a significant role in the small business issuer's                internal control over financial reporting.                                                                                                                                                                                                                                                                                |

| **Date:                  November 21, 2005** |   | **/s/                  Gino M. Pereira**     |   |
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|                                         |   | **Gino                  M. Pereira**         |   |
|                                         |   | **Chief                  Financial Officer** |   |