**Certification
      Pursuant to Rule 13A-14**


**Under
      the Securities Exchange Act of 1934, As Amended**


**(Section 302
      of the Sarbanes-Oxley Act of 2002)**





I, **Stephen
      A. Hamilton** ,
      certify
      that:





1.  I
      have
      reviewed this annual report on Form 10-KSB of Lighting Science Group Corporation
      for the fiscal year ended December 31, 2005;





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-15(e) and 15d-15(e)) for the registrant and have:





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 registrant, including its consolidated subsidiaries,
      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 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





c)  disclosed
      in this report any change in the registrant’s internal control over financial
      reporting that occurred during the registrant’s most recent fiscal quarter (the
      registrant’s fourth fiscal quarter in the case of an annual report) that has
      materially affected, or is reasonably likely to materially affect, the
      registrant’s internal controls over financial reporting; and





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





a)  all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal controls over financial reporting which are reasonably likely to
      adversely affect the registrant's ability to record, process, summarize and
      report financial information; 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 over financial
      reporting.








Date:  February
      8, 2006





/s/ **Stephen
      A. Hamilton**




**Stephen
      A. Hamilton** ,


Chief
      Financial Officer


of
      Lighting Science Group Corporation