**Exhibit
      4.15**




THIS
      WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
      STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT
      BE
      OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
      UNTIL
      REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION
      OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
      SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT
      FROM
      REGISTRATION.







**WARRANT
      TO PURCHASE STOCK**





Company:
      Technest Holdings, Inc., a Nevada corporation


Number
      of
      Shares: 200,000


Class
      of
      Stock: Common Stock, $0.001 par value per share


Warrant
      Price: $1.89 per share


Issue
      Date: July 17, 2006


Expiration
      Date: July 17, 2011





THIS
      WARRANT CERTIFIES THAT, for good and valuable consideration, CRYSTAL RESEARCH
      ASSOCIATES, LLC (Crystal Research Associates, together with any successor or
      permitted assignee or transferee of this Warrant or of any shares issued upon
      exercise hereof, is referred to hereinafter as "Holder") is entitled to purchase
      the number of fully paid and nonassessable shares (the "Shares") of the class
      of
      securities (the “Class”) of the above-named company (the "Company") at the
      above-stated Warrant Price, all as set forth above and as adjusted pursuant
      to
      Article 2 of this Warrant, subject to the provisions and upon the terms and
      conditions set forth in this Warrant.





ARTICLE
      1. EXERCISE .





1.1  Method
      of Exercise .
      Holder
      may exercise this Warrant by delivering the original of this Warrant together
      with a duly executed Notice of Exercise in substantially the form attached
      as
      Appendix 1 to the principal office of the Company. Holder shall also deliver
      to
      the Company a check, wire transfer (to an account designated by the Company),
      or
      other form of payment acceptable to the Company for the aggregate Warrant Price
      for the Shares being purchased.





1.2  Delivery
      of Certificate and New Warrant .
      Promptly after Holder exercises this Warrant and the Company receives payment
      of
      the aggregate Warrant Price, the Company shall deliver to Holder certificates
      for the Shares acquired and, if this Warrant has not been fully exercised and
      has not expired, a new Warrant representing the Shares not so
      acquired.





1.3  Replacement
      of Warrants .
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of loss, theft or
      destruction, on delivery of an indemnity agreement reasonably satisfactory
      in
      form and amount to the Company or, in the case of mutilation, or surrender
      and
      cancellation of this Warrant, the Company shall execute and deliver, in lieu
      of
      this Warrant, a new warrant of like tenor.





1


1.4  Treatment
      of Warrant Upon Acquisition of Company .





1.4.1  " Acquisition ".
      For
      the purpose of this Warrant, "Acquisition" means any sale, license, or other
      disposition of all or substantially all of the assets of the Company, or any
      reorganization, consolidation, merger or sale of outstanding capital stock
      of
      the Company where the holders of the Company's securities before the transaction
      beneficially own less than a majority of the outstanding voting securities
      of
      the surviving entity after the transaction.





1.4.2  Treatment
      of Warrant at Acquisition .




A)  Upon
      the
      written request of the Company, Holder agrees that, in the event of an
      Acquisition in which the sole consideration is cash, either (a) Holder shall
      exercise its purchase right under this Warrant and such exercise will be deemed
      effective immediately prior to the consummation of such Acquisition or (b)
      if
      Holder elects not to exercise the Warrant, this Warrant will expire upon the
      consummation of such Acquisition. The Company shall provide the Holder with
      written notice of its request relating to the foregoing (together with such
      reasonable information as the Holder may request in connection with such
      contemplated Acquisition giving rise to such notice), which is to be delivered
      to Holder not less than ten (10) days prior to the closing of the proposed
      Acquisition.




B)  Upon
      the
      written request of the Company, Holder agrees that, in the event of an
      Acquisition that is an “arms length” sale of all or substantially all of the
      Company’s assets (and only its assets) to a third party that is not an Affiliate
      (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall
      exercise its purchase right under this Warrant and such exercise will be deemed
      effective immediately prior to the consummation of such Acquisition or (b)
      if
      Holder elects not to exercise the Warrant, this Warrant will continue until
      the
      Expiration Date if the Company continues as a going concern following the
      closing of any such True Asset Sale. The Company shall provide the Holder with
      written notice of its request relating to the foregoing (together with such
      reasonable information as the Holder may request in connection with such
      contemplated Acquisition giving rise to such notice), which is to be delivered
      to Holder not less than ten (10) days prior to the closing of the proposed
      Acquisition.




C)  Upon
      the
      closing of any Acquisition other than those particularly described in
      subsections (A) and (B) above, the successor entity shall assume the obligations
      of this Warrant, and this Warrant shall be exercisable for the same securities,
      cash, and property as would be payable for the Shares issuable upon exercise
      of
      the unexercised portion of this Warrant as if such Shares were outstanding
      on
      the record date for the Acquisition and subsequent closing. The Warrant Price
      and/or number of Shares shall be adjusted accordingly.




As
      used
      herein “ Affiliate ”
shall
      mean any person or entity that owns or controls directly or indirectly ten
      percent (10%) or more of the stock of Company, any person or entity that
      controls or is controlled by or is under common control with such persons or
      entities, and each of such person’s or entity’s officers, directors, joint
      venturers or partners, as applicable.




2


ARTICLE
      2. ADJUSTMENTS
      TO THE SHARES .





2.1  Stock
      Dividends, Splits, Etc .
      If the
      Company declares or pays a dividend on the outstanding shares of the Class
      payable in common stock or other securities, then upon exercise of this Warrant,
      for each Share acquired, Holder shall receive, without cost to Holder, the
      total
      number and kind of securities to which Holder would have been entitled had
      Holder owned the Shares of record as of the date the dividend occurred. If
      the
      Company subdivides the outstanding shares of the Class by reclassification
      or
      otherwise into a greater number of shares or takes any other action which
      increase the amount of common stock into which the one share of the Class is
      convertible, the number of Shares purchasable hereunder shall be proportionately
      increased and the Warrant Price shall be proportionately decreased. If the
      outstanding shares of the Class are combined or consolidated, by
      reclassification or otherwise, into a lesser number of shares, the Warrant
      Price
      shall be proportionately increased and the number of Shares shall be
      proportionately decreased.





2.2  Reclassification,
      Exchange, Combinations or Substitution .
      Upon
      any reclassification, exchange, substitution, or other event that results in
      a
      change of the number and/or class of the securities issuable upon exercise
      or
      conversion of this Warrant, Holder shall be entitled to receive, upon exercise
      or conversion of this Warrant, the number and kind of securities and property
      that Holder would have received for the Shares if this Warrant had been
      exercised immediately before such reclassification, exchange, substitution,
      or
      other event. The Company or its successor shall promptly issue to Holder an
      amendment to this Warrant setting forth the number and kind of such new
      securities or other property issuable upon exercise or conversion of this
      Warrant as a result of such reclassification, exchange, substitution or other
      event that results in a change of the number and/or class of securities issuable
      upon exercise or conversion of this Warrant. The amendment to this Warrant
      shall
      provide for adjustments which shall be as nearly equivalent as may be
      practicable to the adjustments provided for in this Article 2 including, without
      limitation, adjustments to the Warrant Price and to the number of securities
      or
      property issuable upon exercise of the new Warrant. The provisions of this
      Article 2.2 shall similarly apply to successive reclassifications, exchanges,
      substitutions, or other events.




2.3  No
      Impairment .
      The
      Company shall not, by amendment of its Articles or Certificate (as applicable)
      of Incorporation or through a reorganization, transfer of assets, consolidation,
      merger, dissolution, issue, or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms to
      be
      observed or performed under this Warrant by the Company, but shall at all times
      in good faith assist in carrying out of all the provisions of this Article
      2 and
      in taking all such action as may be necessary or appropriate to protect Holder's
      rights under this Article against impairment.





2.4  Fractional
      Shares .
      No
      fractional Shares shall be issuable upon exercise of the Warrant and the number
      of Shares to be issued shall be rounded down to the nearest whole Share.





2.5  Certificate
      as to Adjustments .
      Upon
      each adjustment of the Warrant Price, the Company shall promptly notify Holder
      in writing, and, at the Company’s expense, promptly compute such adjustment, and
      furnish Holder with a certificate of its Chief Financial Officer setting forth
      such adjustment and the facts upon which such adjustment is based. The Company
      shall, upon written request, furnish Holder a certificate setting forth the
      Warrant Price in effect upon the date thereof and the series of adjustments
      leading to such Warrant Price.





3


ARTICLE
      3. REPRESENTATIONS
      AND COVENANTS OF THE COMPANY .





3.1  Representations
      and Warranties .
      The
      Company represents and warrants to, and agrees with, the Holder as
      follows:





(a)  All
      Shares which may be issued upon the exercise of the purchase right represented
      by this Warrant, and all securities, if any, issuable upon conversion of the
      Shares, shall, upon issuance, be duly authorized, validly issued, fully paid
      and
      nonassessable, and free of any liens and encumbrances except for restrictions
      on
      transfer provided for herein or under applicable federal and state securities
      laws.





3.2  Notice
      of Certain Events .
      If the
      Company proposes at any time (a) to declare any dividend or distribution upon
      the outstanding shares of the same class and series as the Shares, whether
      in
      cash, property, stock, or other securities and whether or not a regular cash
      dividend; (b) to offer for subscription or sale pro rata to the holders of
      the
      outstanding shares of the same class and series as the Shares any additional
      shares of any class or series of the Company's stock; (c) to effect any
      reclassification, reorganization or recapitalization of any of its stock; or
      (d)
      to effect an Acquisition or to liquidate, dissolve or wind up; then, in
      connection with each such event, the Company shall give Holder: (1) at least
      10
      days prior written notice of the date on which a record will be taken for such
      dividend, distribution, or subscription rights (and specifying the date on
      which
      the holders of shares of the same class and series as the Shares will be
      entitled thereto) or for determining rights to vote, if any, in respect of
      the
      matters referred to in (c) and (d) above; and (2) in the case of the matters
      referred to in (c) and (d) above at least 10 days prior written notice of the
      date when the same will take place (and specifying the date on which the holders
      of shares of the same class and series as the Shares will be entitled to
      exchange their shares for the securities or other property deliverable upon
      the
      occurrence of such event).




3.3  Registration
      Under Securities Act of 1933, as amended .
      The
      Company agrees that the Shares shall have certain incidental, or “Piggyback,”
registration rights pursuant to and as set forth in the Registration Rights
      Agreement between the Company and Holder.





3.4  No
      Shareholder Rights. Except
      as provided in this Warrant, Holder will not have any rights as a shareholder
      of
      the Company until the exercise of this Warrant.





3.5  Certain
      Information .
      The
      Company agrees to provide Holder at any time and from time to time with such
      information as Holder may reasonably request for purposes of Holder’s compliance
      with regulatory, accounting and reporting requirements applicable to
      Holder.





ARTICLE
      4. REPRESENTATIONS,
      WARRANTIES OF THE HOLDER. The
      Holder represents and warrants to the Company as follows:





4


4.1  Purchase
      for Own Account. This
      Warrant and the securities to be acquired upon exercise of this Warrant by
      Holder will be acquired for investment for Holder’s account, not as a nominee or
      agent, and not with a view to the public resale or distribution within the
      meaning of the Act. Holder also represents that it has not been formed for
      the
      specific purpose of acquiring this Warrant or the Shares.





4.2  Disclosure
      of Information. Holder
      has received or has had full access to all the information it considers
      necessary or appropriate to make an informed investment decision with respect
      to
      the acquisition of this Warrant and its underlying securities. Holder further
      has had an opportunity to ask questions and receive answers from the Company
      regarding the terms and conditions of the offering of this Warrant and its
      underlying securities and to obtain additional information (to the extent the
      Company possessed such information or could acquire it without unreasonable
      effort or expense) necessary to verify any information furnished to Holder
      or to
      which Holder has access.





4.3  Investment
      Experience. Holder
      understands that the purchase of this Warrant and its underlying securities
      involves substantial risk. Holder has experience as an investor in securities
      of
      companies in the development stage and acknowledges that Holder can bear the
      economic risk of such Holder’s investment in this Warrant and its underlying
      securities and has such knowledge and experience in financial or business
      matters that Holder is capable of evaluating the merits and risks of its
      investment in this Warrant and its underlying securities and/or has a
      preexisting personal or business relationship with the Company and certain
      of
      its officers, directors or controlling persons of a nature and duration that
      enables Holder to be aware of the character, business acumen and financial
      circumstances of such persons.





4.4  Accredited
      Investor Status. Holder
      is an “accredited investor” within the meaning of Regulation D promulgated under
      the Act.





4.5  The
      Act. Holder
      understands that this Warrant and the Shares issuable upon exercise hereof
      have
      not been registered under the Act in reliance upon a specific exemption
      therefrom, which exemption depends upon, among other things, the bona fide
      nature of the Holder’s investment intent as expressed herein. Holder understands
      that this Warrant and the Shares issued upon any exercise hereof must be held
      indefinitely unless subsequently registered under the 1933 Act and qualified
      under applicable state securities laws, or unless exemption from such
      registration and qualification are otherwise available.





ARTICLE
      5. MISCELLANEOUS .





5.1  Term :
      This
      Warrant is exercisable in whole or in part at any time and from time to time
      on
      or before the Expiration Date.





5.2  Legends .  This
      Warrant and the Shares (and the securities issuable, directly or indirectly,
      upon conversion of the Shares, if any) shall be imprinted with a legend in
      substantially the following form:





THIS
      WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
      ACT, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR
      OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
      UNDER
      SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL
      IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH
      OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM
      REGISTRATION.





5


5.3  Compliance
      with Securities Laws on Transfer .
      This
      Warrant and the Shares issuable upon exercise of this Warrant (and the
      securities issuable, directly or indirectly, upon conversion of the Shares,
      if
      any) may not be transferred or assigned in whole or in part without compliance
      with applicable federal and state securities laws by the transferor and the
      transferee (including, without limitation, the delivery of investment
      representation letters and legal opinions reasonably satisfactory to the
      Company, as reasonably requested by the Company).





5. 4
      Transfer Procedure. Subject
      to the provisions of Article 5.3 and upon providing the Company with written
      notice, Holder and any subsequent Holder may transfer all or part of this
      Warrant or the Shares issuable upon exercise of this Warrant (or the Shares
      issuable directly or indirectly, upon conversion of the Shares, if any) to
      any
      transferee, provided, however, in connection with any such transfer, Holder
      will
      give the Company notice of the portion of the Warrant being transferred with
      the
      name, address and taxpayer identification number of the transferee and Holder
      will surrender this Warrant to the Company for reissuance to the transferee(s)
      (and Holder if applicable). The Company may refuse to transfer this Warrant
      or
      the Shares to any person who directly competes with the Company.





5.5  Notices .
      All
      notices and other communications from the Company to the Holder, or vice versa,
      shall be deemed delivered and effective when given personally or mailed by
      first-class registered or certified mail, postage prepaid, at such address
      as
      may have been furnished to the Company or Holder, as the case may (or on the
      first business day after transmission by facsimile) be, in writing by the
      Company or such holder from time to time. All notices to Holder shall be
      addressed as follows until the Company receives notice of a change of address
      in
      connection with a transfer or otherwise:





Crystal
      Research Associates, LLC


[ 
      ]





Notice
      to
      the Company shall be addressed as follows until Holder receives notice of a
      change in address:




Technest
      Holdings, Inc.


Chief
      Financial Officer


One
      McKinley Square, 5 th Floor


Boston,
      Massachusetts 02109


Telephone:
      (617) 722-9800


Facsimile:
      (617) 722-9809





5.6  Waiver .
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought.





6


5.7  Attorney’s
      Fees .
      In the
      event of any dispute between the parties concerning the terms and provisions
      of
      this Warrant, the party prevailing in such dispute shall be entitled to collect
      from the other party all costs incurred in such dispute, including reasonable
      attorneys’ fees.





5.8  Counterparts. This
      Warrant may be executed in counterparts, all of which together shall constitute
      one and the same agreement.





5.9  Governing
      Law .
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      Commonwealth of Massachusetts, without giving effect to its principles regarding
      conflicts of law.








“COMPANY”
              
              TECHNEST
                HOLDINGS, INC.
              
              
              By:
                /s/ Gino Pereira
              
              Name:______________________________
              (Print)
              Title:Chief
                Financial Officer





“HOLDER”
              
              CRYSTAL
                RESEARCH ASSOCIATES, LLC
              
              
              By: /s/
              
              Name:______________________________
              (Print)
              Title:





7


APPENDIX
      1





NOTICE
      OF EXERCISE








1.  Holder
      elects to purchase ___________ shares of the Common Stock of __________________
      pursuant to the terms of the attached Warrant, and tenders payment of the
      purchase price of the shares in full.






2.  Please
      issue a certificate or certificates representing the shares in the name
      specified below:





___________________________________________


Holders
      Name




___________________________________________





___________________________________________


(Address)





3.
      By its
      execution below and for the benefit of the Company, Holder hereby restates
      each
      of the representations and warranties in Article 4 of the Warrant as the date
      hereof.





HOLDER:





____________________________








By:__________________________





Name:________________________





Title:_________________________





(Date):________________________









8