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Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Karp,certify that:

|1. I have reviewed this Quarterly
    Report on Form 10-Q of CounterPath Corporation;                                                                                                                                                                                                                                        
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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 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. The registrant's other certifying officer(s) and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e)) and internal
      controls over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the registrant and have:                                                           
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|(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 report is being prepared;
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|(b) Designed such internal control over financial
      reporting, or caused such internal control over financial reporting to be
      designed under our supervision, to provide reasonable assurance regarding
      the reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principles;       
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|(c) Evaluated the effectiveness of the registrant's
      disclosure controls and procedures 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                                                                                                 
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|(d) Disclosed in this report any change in the
      registrant's internal control over financial reporting that occurred
      during the period covered by the quarterly report that has materially
      affected, or is reasonably likely to materially affect, the registrant's
      internal control over financial reporting.                                                                           
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|5. The registrant's other certifying officer(s) and I
      have disclosed, based on our most recent evaluation of internal control
      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):                                                                                   
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|(a) All significant deficiencies and material weaknesses
      in the design or operation of internal control over financial reporting
      which are reasonably likely to adversely affect the registrant's ability
      to record, process, summarize and report financial information; and                                                                                                                 
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|(b) Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrant's internal control over financial reporting.                                                                                                                                                                                                                          



|Date: September 14, 2010 | /s/ David Karp                                  
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|                         | David Karp                                      
|                         | Chief Financial Officer, Treasurer and Secretary

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