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CERTIFICATIONS

I, David K. Ryan, certify that;

|(1) | I have reviewed this Quarterly Report on Form 10-Q of
      Yaterra Ventures Corp.;                                                                                                                                                                                                                                               
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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 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)) 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 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 functions):        
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|    | a)                                                                                                                                                                                                                                                                                                                                
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|    | b)                                                                                                                                                                                                                                                                                                                                

|Date:  | July 15, 2009                  | 
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|       | /s/ David K. Ryan              | 
|By:    | David K. Ryan                  | 
|Title: | Vice President, Finance        | 
|       | (Principal Accounting Officer) | 

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