|   | 1.     | I      have reviewed this quarterly report on Form 10-Q of the Company (the      “Report”);                                                                                                                                                                                                                                                                              |
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|   | 2.     | Based      on my knowledge, the 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 periods covered by this      Report;                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   | 3.     | Based      on my knowledge, the financial statements, and other financial information      included in the Report, fairly present in all material respects the      financial condition, results of operations and cash flows of the Company      as of, and for, the periods presented in the Report;                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   | 4.     | The      Company’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)) and internal control over      financial reporting (as defined in Exchange Act      Rules 13a-15(f) and 15d-15(f)) for the Company and we      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 Company, including its      consolidated subsidiaries, is made known to us by others within these      entities, particularly during the period in which the Report is being      prepared;     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | (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      principals; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | (c)                                                                                                                                                                                                                                                                                                                                                                                  | Evaluated      the effectiveness of the Company’s disclosure controls and procedures and      presented in the Report our conclusions about the effectiveness of the      disclosure controls and procedures, as of the end of the period covered by      the Report based on such evaluation; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | (d)                                                                                                                                                                                                                                                                                                                                                                                  | Disclosed      in the Report any change in the Company’s internal control over financial      reporting that occurred during the Company’s most recent fiscal quarter      (the quarter ended December 31, 2009) that has materially affected,      or is reasonably likely to materially affect, the Company’s internal      control over financial reporting; and |
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|   | 5.     | The      Company’s other certifying officer and I have disclosed, based on our most      recent evaluation of internal control over financial reporting, to the      Company’s auditors and to the Audit Committee of the Board of      Directors:                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | (a)                                                                                                                                                                                                                                                                                                                                                                                       | All      significant deficiencies or material weaknesses in the design or operation      of internal control over financial reporting which are reasonably likely      to adversely affect the Company’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 Company’s internal control      over financial reporting. |

|     | /s/      DAVID SCOGLIO       |
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|     | David      Scoglio           |
|     | Chief      Financial Officer |
| February | February      16, 2010       |

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