Exhibit 12.2

              Certification by Chief Financial Officer Pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002

I, Adam Ofek, certify that:

      1. I have reviewed this annual report on Form 20-F of Technoprises Ltd.

      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  officer 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.

      5. The registrant's other certifying  officer 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.

Date: August 15, 2004                   /s/ Adam Ofek
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                                        Adam Ofek
                                        President and Chief Financial Officer