                                  Exhibit 16.1

                      (Grassi & Co. CPA's, P.C. Letterhead)
                      (formerly Feldman Sherb & Co., P.C.)


September 23, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Commissioners:

     We have read the  statements  made by  Technest  Holdings,  Inc.  which was
provided to us on September 23, 2002 (copy  attached),  which we understand will
be filed with the  Commission,  pursuant  to Item 4 of Form 8-K,  as part of the
Company's  Form 8-K report  dated May 11,  2002.  We agree  with the  statements
concerning our Firm in such Form 8-K.

Very truly yours,

/s/ Grassi & Co., CPA's, P.C.
    -------------------------
    Grassi & Co., CPA's, P.C
   (formerly Feldman Sherb & Co., P.C.)


