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CERTIFICATIONS

I, Geoffrey O. Last, Chief Financial Officer of Digital Ecosystems Corp. (the “Registrant”), certify that;

|(1) | I have reviewed this Quarterly Report
        on Form 10-QSB of the Registrant;                                                                                                                                                                                                                                                           
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|(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;
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|(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 Registrant as of, and for, the periods presented
        in this report;                   
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|(4) | The Registrant’s other certifying
        officers 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:                                                                                      
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|    | a)                                                                                                                                                                                                                                                                                                                                        
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|    | b)                                                                                                                                                                                                                                                                                                                                        
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|    | c)                                                                                                                                                                                                                                                                                                                                        
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|(5) | The Registrant’s other certifying
        officer(s) and I have disclosed, based on our most recent evaluation of
        the internal control over financial reporting, to the Registrant’s
        auditors and the audit committee of Registrant’s board of directors
        (or persons performing the equivalent functions):        
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|    | a)                                                                                                                                                                                                                                                                                                                                        
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|    | b)                                                                                                                                                                                                                                                                                                                                        

|Date:  March 7, 2005 |                           
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|                     | /s/ Geoffrey
      O. Last
|By:                  | Geoffrey O. Last          
|Title:               | Chief Financial Officer   

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