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CERTIFICATIONS

I, Barrie Barraclough, certify that:

|1. | I have reviewed this annual report on
        Form 20-F of Apiva Ventures Limited.;                                                                                                                                                                                                                                                                                  
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|2. | Based on my knowledge, this annual 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 annual report;             
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|3. | Based on my knowledge, the financial statements,
        and other financial information included in this annual 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 annual 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))
        and internal control over financial reporting (as defined in Exchange
        Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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|   | a.                                                                                                                                                                                                                                                                                                                                                                   
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|   | b.                                                                                                                                                                                                                                                                                                                                                                   
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|   | c.                                                                                                                                                                                                                                                                                                                                                                   
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|   | d.                                                                                                                                                                                                                                                                                                                                                                   
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|5. | The registrant's other certifying officers
        and I have disclosed, based on our most recent evaluation of 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.                                                                                                                                                                                                                                                                                                                                                                   

DATED at Vancouver, British Columbia, Canada, as of June 30, 2004.

| | */s/       Barrie Barraclough*
      Barrie Barraclough, Chief Financial Officer
| | --------------------------------------------------------------------------------

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