| 1.     | I                have reviewed this annual report,                as amended by Amendment No. 2 thereto on Form 10-K/A,                of                Acorn Factor, Inc.;                                                                                                                                                                                                                                                                                                                               |
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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)                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 subsidiaries, is made known to us by others within                those                entities, particularly during the period in which this report is                being                prepared; |
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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | [Paragraph                omitted in accordance with SEC transition instructions contained                in SEC                Release 34-47986]; |
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|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 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 |
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|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 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              (the registrant’s fourth fiscal quarter in the case of an annual report)              that has materially affected, or is reasonably likely to materially              affect, the registrant’s internal control over financial reporting;              and |
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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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 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 |
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|   | (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. |

| Dated: October 19, 2006 |                                              |   |   |
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| By:                     | /s/ Michael              Barth               |   |   |   |
|                    | Michael              Barth                        |   |   |  |
|                    | Chief              Financial              Officer |   |   |   |