**EXHIBIT
      31.2**


**CHIEF
        FINANCIAL OFFICER CERTIFICATION**
 
 I,
        Michael G. Wirtz, Chief Financial Officer of Exobox Technologies Corp., certify
        that:
 
 1.
        I have
        reviewed this Quarterly Report on Form 10-QSB of Exobox Technologies Corp.
        (the
        "Registrant");
 
 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 registrant
        as of, and for, the periods presented in this report;
 
 4.
        The
        registrant'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 registrant 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 registrant, 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 registrant'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 registrant's internal control
        over financial reporting that occurred during the registrant's most recent
        fiscal quarter (the registrant's fourth fiscal quarter in the case of
        an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting; and
 
 5.
        The
        registrant's other certifying officer(s) and I have disclosed, based on our
        most recent evaluation of internal control over financial reporting, to the
        registrant's auditor and the audit committee of the registrant'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 registrant'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 registrant's internal control over
        financial reporting.
 
 
 Date:
        March 26, 2007
 
 /s/
        Michael G. Wirtz
 ----------------------------
 Chief
        Financial Officer