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CERTIFICATIONS

I, Terry Mereniuk, certify that:

|1. | I have reviewed this quarterly report on Form
      10 QSB of CTI Diversified Holdings, Inc.;                                                                                                                                                                                                                                                                   
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|2. | Based on my knowledge, this
        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 quarterly report;            
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|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        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 report;                                         
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|4. | I am responsible for establishing
        and maintaining disclosure controls and procedures (as defined in Exchange
        Act Rules 13a-14 and 15d-14) for the registrant and I have:                                                                                                                                                                        
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|   | a)                                                                                                                                                                                                                                                                                                                                                              
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|   | b)                                                                                                                                                                                                                                                                                                                                                              
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|   | c)                                                                                                                                                                                                                                                                                                                                                              
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|5. | 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 function):                                                                                                                                         
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|   | a)                                                                                                                                                                                                                                                                                                                                                              
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|   | b)                                                                                                                                                                                                                                                                                                                                                              
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|6. | I have indicated in this
        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: January 2, 2004 | By: | /s/ Terry Mereniuk                     
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|                      |     |                                        
|                      |     | Terry Mereniuk, Chief Financial Officer

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