----

CERTIFICATIONS

I, Dan Amadori, certify that: 

1.     I have reviewed this annual report on Form 20-F of Micromem Technologies Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 

3.     Based on my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report; 

4.     The registrant's other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have: 

a.     Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared; 

b.     Paragraph omitted in accordance with SEC transition instructions contained inSEC release 34-47986; 

c.     Evaluated the effectiveness of the registrant's disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and 

d.     Disclosed in this report any change in the registrant's internal control overfinancial reporting that occurred during the period covered by the annual reportthat has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and 

5.     The registrant's other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board ofdirectors (or persons performing the equivalent functions): 

a.     All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize andreport financial information; and 

b.     Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant's internal control over financialreporting. 

| Date: February 29,    2008 | /s/ Dan Amadori                    |
|----------------------------|-----------------------------------------------------------------------------------------------------------------------------------|
|                       | Dan Amadori                                                                                                                       |
|                       | Chief Financial    Officer                                                                                                        |
|                       | (Principal financial    officer)                                                                                                  |

 

----