CERTIFICATION 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 24Holdings  Inc. (the "Company") on
Form 10-Q for the period ended June 30, 2002, as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report"), I, Roger Woodward,  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:

       (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.


                                                     /s/ Roger Woodward
                                                     ---------------------------
                                                     Roger Woodward
                                                     Chief Financial Officer

Dated:  August 15, 2002