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                                                                   EXHIBIT 31.02

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

I, Matthew S. Galvez, certify that:

      7.    I have reviewed this annual report on Form 10-KSB of Nematron
            Corporation;

      8.    Based on my knowledge, this annual 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 annual report;

      9.    Based on my knowledge, the financial statements, and other financial
            information included in this annual 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 annual report;

      10.   The registrant's other certifying officer and I (herein the
            "Certifying Officers") 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 internal controls to ensure that material
                  information relating to the registrant, including its
                  consolidated subsidiaries, (collectively the "Company") is
                  made known to the Certifying Officers by others within the
                  Company, particularly during the period in which this annual
                  report is being prepared;

            b)    evaluated the effectiveness of the registrant's internal
                  controls as of a date within 90 days prior to the filing date
                  of this annual report (the "Evaluation Date"); and

            c)    presented in this annual report the conclusions of the
                  Certifying Officers about the effectiveness of the disclosure
                  controls and procedures based on our evaluation as of the
                  Evaluation Date;

      11.   The registrant's Certifying Officers have disclosed, based on our
            most recent evaluation, to the registrant's auditors and the audit
            committee of the registrant's board of directors:

            a)    all significant deficiencies (if any) 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

      12.   The registrant's Certifying Officers have indicated in this annual
            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: March 29, 2004


/s/ Matthew S. Galvez
---------------------

Matthew S. Galvez
Chief Executive Officer

See also the certification pursuant to Section 906 of the Sarbanes Oxley Act of
2002, which is also attached to this report as an Exhibit.