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Exhibit 31.2 CERTIFICATION PURSUANT TO RULE 13(a)-14(a)

I, Stacy A. Kessel, certify that:

   (1) I have reviewed this Annual Report on Form 10-K for the year ended
       December 31, 2004 of First Choice Health Network, 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 registrant as of, and for, the periods presented in this report;

   (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 13a-15(e) and 15d-15(e)) for the
       registrant 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
           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;

       (b) 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

       (c) 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


   (5) The registrant's other certifying officer 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):

       (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.



Date:  December 6, 2005



      By:   /s/  Stacy A. Kessel
           ------------------------------------
            Stacy A. Kessel,
            Chief Financial Officer











































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