EXHIBIT 31.2

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

CERTIFICATION

I, Paul Commons, Chief Financial Officer
of Voxware, Inc., certify that:

1. I have reviewed this Annual Report on
Form 10-KSB of Voxware, 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 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 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) Paragraph omitted in accordance with
SEC transition instructions contained in SEC Release 34-47986

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 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/ Paul Commons                                | 
|------ | ------------------------ | ----------------------------------------------- | 
|Dated: | September 25,
      2007 | Paul
      Commons                             
|       |                          | Chief Financial Officer                        
|       |                          | (Principal Financial                           
|       |                          | Officer and Principal Accounting
      Officer)

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