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                                                                    Exhibit 31.2

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, David B. Walls, certify that:

     (1.)     I have reviewed this quarterly report on Form 10-Q of ImageMax,
              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 registrant as of, and for, the
              periods presented in this report;

     (4.)     The registrant's other certifying officer 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:

              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 registrant, including its consolidated
                     subsidiary, is made known to us by others within those
                     entities, particularly during the period in which this
                     report is being prepared;

              b)     Evaluated the effectiveness of the registrant'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

              c)     Disclosed in this report any change in the registrant's
                     internal control over financial reporting that occurred
                     during the registrant's most recent fiscal quarter that has
                     materially affected, or is reasonably likely to materially
                     affect, the registrant's internal control over financial
                     reporting; and

     (5.)     The registrant's other certifying officer 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 the registrant's board of directors (or persons
              performing the equivalent function):

              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 registrant'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 registrant's internal control over financial
                     reporting.





 /s/ David B. Walls
 ------------------
 David B. Walls
 Chief Financial Officer
 August 14, 2003