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1)
    
    I have reviewed this annual report on Form 10-K/A of Selectica, 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(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 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)
    
    Designed such internal
control over financial
reporting, or caused
such internal control
over financial
reporting to be
designed under our
supervision, to
provide reasonable
assurance regarding
the reliability of
financial reporting
and the preparation of
financial statements
for external purposes
in accordance with
generally accepted accounting principles;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; andd)
    
    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(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):
 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;
andb)
    
    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: July 28, 2006/s/STEPHEN BENNIONStephen BennionChief Financial Officer