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CERTIFICATION

I, Jeffrey R. Mason, certify that:

|1. | have reviewed this annual report on Form
        20-F of Rockwell Ventures Inc.;                                                                                                                                                                                                                                                                                                                                             
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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;                                                                     
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|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;                                                                                        
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|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 l3a-14 and 15d-14) 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
        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):                                                                                                                                                        
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|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                          
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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                          
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|6. | The registrant's other certifying officer
        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: November 25, 2004

/s/ Jeffrey R. Mason

Jeffrey R. Mason 
  Director, Chief Financial Officer, and Secretary

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