CERTIFICATE OF DESIGNATIONS,
                             RIGHTS AND PREFERENCES
                                       OF
                            SERIES A PREFERRED STOCK
                                 $.001 PAR VALUE
                                       OF

                                 24HOLDINGS INC.

                              --------------------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                              --------------------

               24HOLDINGS INC., a corporation organized and existing under and
by virtue of the provisions of the General Corporation Law of the State of
Delaware (the "Corporation") DOES HEREBY CERTIFY:

               That pursuant to authority conferred upon the Board of Directors
of the Corporation (the "Board") by the Certificate of Incorporation of the
Corporation, the Board, by a Unanimous Written Consent dated September 29, 2005,
adopted the following resolution authorizing the creation and issuance of a
series of 500,000 shares of Series A Preferred Stock, $.001 par value per share
(the "Series A Preferred Stock" or the "Series"), which resolution is as
follows:


               RESOLVED, that pursuant to authority expressly granted to and
vested in the Board of Directors by the Certificate of Incorporation, as
amended, of the Corporation, the Board hereby creates a series of 500,000 shares
of Series A Convertible Preferred Stock, $.001 par value per share, of the
Corporation and authorizes the issuance thereof, and hereby fixes the
designation thereof, and the voting powers, preferences and relative,
participating, optional and other special limitations or restrictions thereon
(in addition to the designations, preferences and relative, participating and
other special rights, and the qualifications, limitations or restrictions
thereof, set forth in the Certificate of Incorporation, as amended, of the
Corporation, which are applicable to the preferred stock of all series) as
follows:

               1. Designation. The shares of the Series shall be designated
"Series A Convertible Preferred Stock" (hereinafter referred to as the "Series A
Preferred Stock"), and the number of shares constituting the Series shall be
500,000, $.001 par value per share. The number of authorized shares of the
Series may be reduced by further resolution duly adopted by the Board of
Directors of the Corporation and by filing amendments to the Certificate of
Designations pursuant to the provisions of the General

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Corporation Law of the State of Delaware stating that such reduction has been so
authorized, but the number of authorized shares of this Series shall not be
increased.


               2. Dividends. Holders of the Series A Preferred Stock (the
"Holders") shall not be entitled to dividends.

               3. Voting Rights. The holder of each share of Series A Preferred
Stock, shall have the right to one vote for each share of Common Stock into
which such Series A Preferred Stock could then be converted, and with respect to
such vote, such holder shall have full voting rights and powers equal to the
voting rights and powers of the holders of Common Stock, and shall be entitled,
notwithstanding any provision hereof, to notice of any shareholders meeting in
accordance with the bylaws of this corporation, and shall be entitled to vote,
together with holders of Common Stock, with respect to any question upon which
holders of Common Stock have the right to vote. The Holders shall have the right
or power to vote only to the extent and only equal to the number of shares of
authorized and unissued shares of Common Stock into which such shares of Series
A Preferred Stock are then convertible in accordance with Section 5 hereof.

               4. Conversion Rights. The Series A Preferred Stock shall be
convertible into Common Stock immediately as follows:

                    a. Optional Conversion. Subject to and upon compliance with
the provisions of this paragraph 5, a Holder shall have the right at such
Holder's option at any time or from time to time, to convert any of such shares
of Series A Preferred Stock into fully paid and non-assessable shares of Common
Stock at the Conversion Rate (as hereinafter defined), provided, however, that
the Conversion Rights set forth in this Section 5 shall be available only to the
extent that there are sufficient authorized and unissued shares of Common Sock
of the Corporation available for issuance and the number of shares of Common
Stock issuable upon conversion shall not exceed the number of authorized and
unissued shares of Common Sock of the Corporation on the Conversion Date.

                    b. Conversion Rate. Each share of Preferred Stock is
convertible into 100 shares of common stock.

                    c. Mechanics of Conversion. The Holder may exercise the
conversion right specified in subparagraph 5(a) by giving written notice to the
Corporation, that the Holder elects to convert a stated number of shares of
Series A Preferred Stock into a stated number of shares of Common Stock in
accordance with the Conversion Rate, and by surrendering the certificate or
certificates representing the Series A Preferred Stock so to be converted, duly
endorsed to the Corporation or in blank, to the Corporation at its principal
office (or at such other office as the Corporation may designate by written
notice, postage prepaid, to all Holders) at any time during its usual business
hours on or before the Conversion Date (as defined below), together with a

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statement of the name or names (with addresses) of the person or persons in
whose name the certificate or certificates for Common Stock shall be issued.

                         (1) Conversion Deemed Effective. Conversion shall be
deemed to have been effected on the date when delivery of notice of an election
to convert and certificates for shares are made and such date is referred to as
the "Conversion Date"; provided, however, that any such surrender on any date
when the stock transfer books of the Corporation are closed, shall constitute
the person or persons in whose name or names the certificates for such shares
are to be issued as the record holder or holders thereof for all purposes at the
close of business on the next succeeding day on which such stock transfer books
are open.

                         (2) Issuance of Common Stock; Effect of Conversion.
Promptly after receipt from a Holder of the written notice referred to in
paragraph (c) of this Section 5 and surrender of the certificate or certificates
representing the share or shares of Series A Preferred Stock to be converted,
the Corporation shall cause to be issued and delivered to said holder,
registered in such name or names as such holder may direct, a certificate or
certificates for the number of shares of Common Stock issuable upon the
conversion of such share or shares, provided that there are sufficient
authorized and unissued shares of Common Sock of the Corporation available for
issuance.

                    d. Conversion Rate Adjustments. The Conversion Rate shall be
subject to adjustment from time to time as follows:

                         (1) Consolidation, Merger, Sale, Lease or Conveyance.
In case of any consolidation with or merger of the Corporation with or into
another corporation, or in case of any sale, lease or conveyance to another
corporation of the assets of the Corporation as an entirety or substantially as
an entirety, each share of Series A Preferred Stock shall after the date of such
consolidation, merger, sale, lease or conveyance be convertible into the number
of shares of stock or other securities or property (including cash) to which the
Common Stock issuable (at the time of such consolidation, merger, sale, lease or
conveyance) upon conversion of such share of Series A Preferred Stock would have
been entitled upon such consolidation, merger, sale, lease or conveyance; and in
any such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the holder of the shares of Series A
Preferred Stock shall be appropriately adjusted so as to be applicable, as
nearly as may reasonably be, to any shares of stock of other securities or
property thereafter deliverable on the conversion of the shares of Series A
Preferred Stock.

                         (2) Stock Dividends, Subdivisions, Reclassification or
Combinations. If the Corporation shall (i) declare a dividend or make a
distribution on its Common Stock in shares of its Common Stock, (ii) subdivide
or reclassify the outstanding shares of Common Stock into a greater number of
shares, or (iii) combine or reclassify the outstanding Common Stock into a
smaller number of shares, the Conversion Rate in effect at the time of the
record date for such dividend or distribution or the effective date of such
subdivision, combination or reclassification shall be

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proportionately adjusted so that the holder of any shares of Series A Preferred
Stock surrendered for conversion after such date shall be entitled to receive
the number of shares of Common Stock which he would have owned or been entitled
to receive had such Series A Preferred Stock been converted immediately prior to
such date. Successive adjustments in the Conversion Rate shall be made whenever
any event specified above shall occur.

                         e. Fractional Shares. No fractional shares of Common
Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu
of any fractional shares to which the Holder would otherwise be entitled, the
Company shall round the fraction to the nearest whole number of shares such that
the Company will round up if the fraction is one-half or more, and round down if
the fraction is less than one-half.

                         f. Treasury Stock. For the purposes of this paragraph
5, the sale or other disposition of any Common Stock theretofore held in the
Corporation's treasury shall be deemed to be an issuance thereof.

                         g. Costs. The Holder shall pay all documentary, stamp,
transfer or other transactional taxes attributable to the issuance or delivery
of shares of Common Stock upon conversion of any shares of Series A Preferred
Stock; provided further that the Corporation shall not be required to pay any
taxes which may be payable in respect of any transfer involved in the issuance
or delivery of any certificate for such shares in a name other than that of the
holder of the shares of Series A Preferred Stock in respect of which such shares
are being issued.

                         h. Valid Issuance. All shares of Common Stock which may
be issued upon conversion of shares of Series A Preferred Stock will, upon
issuance by the Corporation, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof, and the Corporation shall take no action which will cause a
contrary result

                    5. Covenants. In addition to any other rights provided by
law, so long as any Series A Preferred Stock is outstanding, the Corporation,
without first obtaining the affirmative vote or written consent of the holders
of not less than a majority of such outstanding shares of Preferred Stock, will
not:

                         a. amend or repeal any provision of, or add any
provision to, the Corporation's Certificate of Incorporation or By-Laws if such
action would alter adversely the preferences, rights, privileges or powers of,
or the restrictions provided for the benefit of, any Series A Preferred Stock,
or increase the number of shares of Series A Preferred Stock authorized hereby;

                         b. authorize or issue shares of any class or series of
stock not expressly authorized herein having any preference or priority as to
dividends or assets or other rights superior to or on a parity with any such
preference or priority of the Preferred Stock, or authorize or issue shares of
stock of any class or any bonds, debentures, notes

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or other obligations convertible into or exchangeable for, or having option
rights to purchase, any shares of stock of the Corporation having any preference
or priority as to dividends, assets or other rights superior to or on a parity
with any such preference or priority of the Preferred Stock;

                         c. reclassify any class or series of any stock junior
in liquidation rights to the Series A Preferred Stock ("Junior Stock") into
stock in parity with the Series A Preferred Stock with respect to liquidation
rights ("Parity Stock") or stock senior to the Series A Preferred Stock with
respect to liquidation rights ("Senior Stock") or reclassify any series of
Parity Stock into Senior Stock;

                         d. declare or pay on any Junior Stock any dividend
whatsoever, whether in cash, property or otherwise (other than dividends payable
in shares of the class or series upon which such dividends are declared or paid,
or payable in shares of Common Stock with respect to Junior Stock other than
Common Stock, together with cash in lieu of fractional shares), nor shall the
Corporation make any distribution on any Junior Stock, nor shall any Junior
Stock be purchased or redeemed by the Corporation.

                    6. No Preemptive Rights. No holders of Series A Preferred
Stock, nor of the security convertible into, nor of any warrant, option or right
to purchase, subscribe for or otherwise acquire Series A Preferred Stock,
whether now or hereafter authorized, shall, as such holder, have any preemptive
right whatsoever to purchase, subscribe for or otherwise acquire, stock of any
class of the Corporation nor of any security convertible into, nor of any
warrant, option or right to purchase, subscribe for or otherwise acquire, stock
of any class of the Corporation, whether now or hereafter authorized.

                    7. Exclusion of Other Rights. Except as may otherwise be
required by law, the shares of Series A Preferred Stock shall not have any
preferences or relative, participating, optional or other special rights, other
than those specifically set forth in this resolution (as such resolution may be
amended from time to time) and in the Corporation's Certificate of
Incorporation. The Shares of Series A Preferred Stock shall have no preemptive
or subscription rights.

                    8. Headings of Subdivisions. The headings of the various
subdivisions hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

                    9. Severability of Provisions. If any right, preference or
limitation of the Preferred Stock set forth in this Certificate (as such
Certificate may be amended from time to time) is invalid, unlawful or incapable
of being enforced by reason of any rule of law or public policy, all other
rights, preferences and limitations set forth in this Certificate (as so
amended) which can be given effect without the invalid, unlawful or
unenforceable right, preference or limitation shall, nevertheless, remain in
full force and effect, and no right, preference or limitation herein set forth
shall be deemed dependent upon any other such right, preference or limitation
unless so expressed herein.


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                    10. Status of Reacquired Shares. Shares of Preferred Stock
which have been issued and reacquired in any manner shall (upon compliance with
any applicable provisions of the laws of the State of Delaware) have the status
of authorized and unissued shares of Preferred Stock issuable in series
undesignated as to series and may be redesignated and reissued.



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          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed in its name and on its behalf by its President and attested to this 29th
day of September, 2005.



                                         24HOLDINGS, INC.



                                         By:   /s/ Urban von Euler
                                            ------------------------------------
                                                 Urban von Euler, President



ATTESTED

  /s/ Roger Woodward
--------------------------------
Roger Woodward, Secretary