<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>g79263exv99w2.txt
<DESCRIPTION>CERTIFICATION OF CFO
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2






              CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of CDSI Holdings Inc. (the
"Company") on Form 10-QSB for the period ended September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, J.
Bryant Kirkland III, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:

         1.       The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         2.       The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.







November 14, 2002                          /s/ J. BRYANT KIRKLAND III
                                           ------------------------------------
                                           J. Bryant Kirkland IIII
                                           Vice President and Chief
                                           Financial Officer


</TEXT>
</DOCUMENT>
