Exhibit 31.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Technest Holdings, Inc.
(the"Company") on Form 10-KSB for the year ended December 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Mark Allen, a Director of the Company, certify, pursuant to 18 U.S.C. ss.
1350,as adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

          1. I have reviewed this Annual Report on Form 10-KSB of Technest
     Holdings, Inc.;

          2. Based on my knowledge, this Annual 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 Annual report;

         3. Based on my knowledge, the financial statements, and other financial
     information included in this Annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this Annual report;

         4. The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

               a. designed such disclosure controls and procedures to ensure
          that material information relating to the registrant, including its
          consolidated subsidiaries, if any, is made known to us by others
          within those entities, particularly during the period in which this
          Annual Report is being prepared;

               b. evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this Annual Report (the "Evaluation Date"); and

               c. presented in this Annual Report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and the
     audit committee of registrant's board of directors (or persons performing
     the equivalent functions):

               a. all significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data and
          have identified for the registrant's auditors any material weaknesses
          in internal controls; and

               b. any fraud, whether or not material, that involves management
          or other employees who have a significant role in the registrant's
          internal controls; and

         6. The registrant's other certifying officers and I have indicated in
     this Annual Report whether or not there were significant changes in
     internal controls or in other factors that could significantly affect
     internal controls subsequent to the date of our most recent evaluation,
     including any corrective actions with regard to significant deficiencies
     and material weaknesses.

Date: April 15, 2004

                                   /s/ Mark Allen
                              By:_________________________________________
                                       Mark Allen, Director