**Exhibit 31.2**

 

**CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Thomas J. Nolan, certifythat:

 

1. I have reviewed thisannual report on Form 10-K of Minuteman International, Inc.;

 

2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3. Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

 

4. The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have: 

 

a)                Designed such disclosure controls andprocedures, 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)               Evaluated the effectiveness of theregistrant’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 

 

c)                Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of the annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and 

 

5. The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors andthe audit committee of the registrant’s board of directors (or personsperforming the equivalent functions): 

 

a)                All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and 

 

b)               Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting. 

 

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| Date:  March 12, 2004                                        |
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|                                                              |
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| /s/ Thomas J. Nolan                                               |   |
| Thomas J. Nolan                                                   |   |
| Vice President, Chief  Financial Officer, Secretary and Treasurer |

 

“The certification providedby the CAO does not in anyway alter the responsibilities of the CEO and CFO ofMinuteman International, Inc. in connection with their certifications providedpursuant to Sections 302 and 906 of The Sarbanes-Oxley Act.”

 

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