CERTIFICATIONS

I, Roger Woodward, certify that:

     1. I have reviewed this Annual Report on Form 10-K of 24Holdings Inc.;

     2. Based on my knowledge, this 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 this report;

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

     4. The issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

          (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

          (b) Evaluated the effectiveness of the issuer's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the issuer's internal
control over financial reporting that occurred during the period covered by the
Annual Report that has materially affected, or is reasonably likely to
materially affect, the issuer's internal control over financial reporting; and

     5. The issuer's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
issuer's auditors and the audit committee of the issuer's board of directors (or
persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the issuer's ability to record, process, summarize
and report financial information; and

          (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's internal control
over financial reporting.

Date:  April 15, 2005


By:  /s/ Roger Woodward
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     Name:    Roger Woodward
     Title:   Chief Financial Officer