Consent of Wolf & Company, PC

We consent to the inclusion in this Amendment No. 5 to the Registration Statement (No. 333-130617) on Form SB-2 of Technest Holdings, Inc. and subsidiaries (the "Registration Statement"), of our report dated September 9, 2004 relating to our audit of E-OIR Technologies, Inc., appearing in the Prospectus, which is a part of such Registration Statement. We also consent to the reference to our firm under the caption "Experts".