**IMAGIN MOLECULAR CORPORATION                              (Formerly Known As)                              Cipher Holding Corporation**

**CERTIFICATIONS**

 

I, Neil Sy, the Registrant's Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Imagin Molecular Corporation;

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 registrant as of, and for, the periods presented in this quarterly 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 we have:                              a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness                              of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date                              of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our                              conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as                              of the Evaluation Date;

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) all significant deficiencies in the design or operation of internal controls                              which could adversely affect the registrant's ability to record, process, summarize and report financial                              data and have identified for the Registrant's auditors any material weaknesses in internal controls; and                              b) any fraud, whether or not material, that involves management or other employees who have a significant                              role in the Registrant's internal controls; and

6. The Registrant's other certifying officers and I have indicated in this quarterly 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: August 22, 2005

/s/Neil Sy                              Chief Financial Officer, President, Chairman