EXHIBIT 99.2

                               COUNSEL CORPORATION
                             OFFICER'S CERTIFICATION
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                                (18 U.S.C. 1350)

June 30, 2003

         The undersigned Gary Clifford, duly appointed and incumbent officer of
Counsel Corporation, a Canadian Corporation ("Corporation"), in connection with
the Corporation's Annual Report on Form 20-F for the annual period ended
December 31, 2002, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), does hereby represent, warrant and certify pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, that to the best
of his knowledge:

        (a)     The Report fully complies with the requirements of section 13(a)
                or 15(d) of the Securities Exchange Act of 1934, as amended; and

        (b)     the information contained in the Report fairly presents, in all
                material respects, the financial condition and results of
                operations of the Corporation.


         By:      /s/ Gary Clifford
                  -------------------------------
         Name:    Allan Silber
         Title:   Chief Executive Officer