**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:
        December 20, 2006
 
 /s/
        Michael G. Wirtz
 ----------------------------
 Chief
        Financial Officer