CERTIFICATION BY PRINCIPAL ACCOUNTING OFFICER

I, William Fletcher, the principal accounting officer of SPEAR & JACKSON, INC.,
a Nevada corporation (the "Registrant"), certify that:

1.       I have reviewed this annual report on Form 10-KSB for the year ended
         September 30, 2003, of the Registrant (the "Report").

2.       Based on my knowledge, the 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 the Report.

3.       Based on my knowledge, the financial statements, and other financial
         information included in the 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 the 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 the 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 the Report (the "Evaluation Date"); and

                  c) presented in the 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 the Registrant's Board of Directors:

                  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 control.



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6.       The Registrant's other certifying officers and I have indicated in the
         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.

                                                /s/  William Fletcher
                                                     ------------------------
                                            Name:    William Fletcher
                                            Title:   Principal Financial and
                                                     Accounting Officer

                                            Dated:   January 13, 2004