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CERTIFICATIONS

I, Ryan S. McCleery, Chief Financial Officer of Terrace Ventures
  Inc. (the Registrant), certify that;

|(1) | I have reviewed this Annual Report
        on Form 10-KSB 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:  | July 29, 2005           | 
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|       |                         | 
|       | /s/ Ryan S. McCleery    | 
|By:    | RYAN S. McCLEERY        | 
|Title: | Chief Financial Officer | 

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