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CERTIFICATIONS

I, Jeffrey R. Mason, certify that:

|1. | I have reviewed this annual
        report on Form 20-F of Rockwell Ventures Inc. (also herein the Registrant);                                                                                                                                                                                                                                                                                                             
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|2. | Based on my knowledge, this
        annual 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 annual report;                                                                      
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        annual 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 annual report;                                                                                         
|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-14
        and 15d-14) for the Registrant and have:                                                                                                                                                                                
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                           
|5. | The Registrants other
        certifying officers and I have disclosed, based on our most recent evaluation,
        to the Registrants auditors and the audit committee of Registrants
        board of directors (or persons performing the equivalent function):                                                                                                                                                        
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|6. | The Registrants other
        certifying officers and I have indicated in this annual report whether
        or not there were significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.

|Date: | December 1, 2003 | /s/ Jeffrey R. Mason                     
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|      |                  | Jeffrey R. Mason, Chief Financial Officer

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