**CERTIFICATION      OF QUARTERLY REPORT**

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 small business issuer as of, and      for, the periods presented in this report;

4. The      small      business issuer'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)) and internal control over financial      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the      small business issuer 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 small business issuer, 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. 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;

c. Evaluated      the effectiveness of the small business issuer'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

d. Disclosed      in this report any change in the small business issuer's internal control over      financial reporting that occurred during the small business issuer's most recent      fiscal quarter (the small business issuer's fourth fiscal quarter in the case      of      an annual report) that has materially affected, or is reasonably likely to      materially affect, the small business issuer's internal control over financial      reporting; and

5. The      small      business issuer's other certifying officer(s) and I have disclosed, based on      our      most recent evaluation of internal control over financial reporting, to the      small business issuer's auditors and the audit committee of the small business      issuer'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 small business issuer'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 small business issuer's internal control over      financial reporting.

| November                13, 2006 | /s/                Mark L. Baum     By:                Mark L. BaumIts:                President & Chief Financial                Officer |
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