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

     I, Corie Merrell, Secretary/Treasurer of Commercial Property Corporation
(the "small business issuer"), certify that:

     1.   I have reviewed this Quarterly Report on Form 10-QSB of the small
business issuer;

     2.   Based on my knowledge, this Quarterly 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 Quarterly Report;

     3.   Based on my knowledge, the financial statements, and other
financial information included in this Quarterly 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(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)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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 my
          supervision, to ensure that material information relating to the
          small business issuer, including its consolidated subsidiaries, is
          made known to me by others within those entities, particularly
          during the period in which this Quarterly Report is being prepared;

     b)   evaluated the effectiveness of the small business issuer's
          disclosure controls and procedures and presented in this report my
          conclusions about the effectiveness of the disclosure controls and
          procedures, as of the end of the period covered by this Quarterly
          Report based on such evaluation; and

     c)   disclosed in this Quarterly 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(s) 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.

Dated: 9/20/2004                     Signature:/s/Corie Merrell
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                                     Corie Merrell
                                     Secretary/Treasurer