<PAGE>

                                                                    EXHIBIT 31.2

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, James P. Tolley, certify that:

    1.  I have reviewed this Form 10-Q-SB of Agemark Corporation;

    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;

    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;

    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 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 report is being prepared;

           (b) 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

           (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 control over financial reporting; and

   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):

           (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

           (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.



Dated: August 14, 2003

 /s/ James P. Tolley
--------------------------------
James P. Tolley
Chief Financial Officer