302CERTIFICATION

I,Allerton Towne, certify that:

1.I have reviewed this annual report of Proguard Acquisition Corp. onForm 10-K;

2.Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect tothe period covered by this report;

3.Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all materialrespects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in thisreport;

4.The registrant's other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal controls over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, orcaused suchdisclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period inwhich this report is being prepared;

(b)Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generallyaccepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation;and

(d) Disclosed in this report any change in the registrant'sinternalcontrol over financial reporting that occurred during theregistrant's most recent fiscal quarter (the registrant's fourthfiscal quarter in case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, theregistrant'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 overfinancial reporting, to the registrant's auditors and the auditcommittee of the registrant's board of directors (or personsperforming the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability torecord, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant's internalcontrols over financial reporting.

| Date:March 17, 2009 | /s/Allerton Towne----------------------------AllertonTowneChiefExecutiveOfficer |
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                                                                                                   302 CERTIFICATION

I,Norman Becker, certify that:

1.I have reviewed this annual report of Proguard Acquisition Corp. onForm 10-K;

2.Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect tothe period covered by this report;

3.Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all materialrespects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in thisreport;

4.The registrant's other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal controls over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, orcaused suchdisclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period inwhich this report is being prepared;

(b)Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generallyaccepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation;and

(d) Disclosed in this report any change in the registrant'sinternalcontrol over financial reporting that occurred during theregistrant's most recent fiscal quarter (the registrant's fourthfiscal quarter in case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, theregistrant'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 overfinancial reporting, to the registrant's auditors and the auditcommittee of the registrant's board of directors (or personsperforming the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability torecord, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant's internalcontrols over financial reporting.

| Date:March 17, 2009 | /s/Norman Becker----------------------------NormanBecker, CFO |
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