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1.
    
    I have reviewed this quarterly report on Form 10-QSB of DataWave Systems, Inc.;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.
  /s/ John GunnJohn Gunn, General Manager and Chief Financial Officer - 21 -