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Exhibit 31.2 

CERTIFICATION 

I, Blair Mullin, Chief Financial Officer, certify that: 

1. I have reviewed this annual report on Form 10-K of ZiCorporation; 

2. Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport; 

3. Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report; 

4. The registrant's other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have: 

(a) Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared; 

(b) Designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles; 

(c) Evaluated the effectiveness ofthe registrant's disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and 

(d) Disclosed in this report anychange in the registrant's internal control over financial reporting thatoccurred during the period covered by the annual report that has materiallyaffected, or is reasonably likely to materially affect, the registrant'sinternal control over financial reporting; and 

5. The registrant's other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant's auditors and the audit committee of theregistrant's board of directors (or persons performing the equivalentfunctions): 

(a) All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant's ability to record, process, summarize and report financialinformation; and 

(b) Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant's internal control over financial reporting. 

Date: April 1, 2009. 

*/s/ Blair Mullin                             * Blair Mullin Chief Financial Officer (principal financial officer) 

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