**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 most recent fiscal quarter                (the small business issuer’s fourth quarter in the case of an annual                report) 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: May 11,              2007** | **/s/Gino M.                Pereira                                  ****Gino M. Pereira****Chief Financial                Officer** |
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