CERTIFICATE OF AMENDMENT
                                     TO THE
                          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 "DGCL") (the "Corporation") does hereby certify the following:

         FIRST:  The name of the corporation is 24Holdings Inc.

         SECOND:

         WHEREAS,  pursuant  to  the  authority  conferred  upon  the  Board  of
Directors of the Corporation  (the "Board") by the Certificate of  Incorporation
of the Corporation,  as amended (the "Certificate of Incorporation")  the Board,
(i) by a unanimous written consent adopted resolutions  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") and (ii) on September  29,
2005, caused the filing of a Certificate of Designations, Rights and Preferences
of the Series A Preferred  Stock (the  "Certificate  of  Designation")  with the
Secretary of State of the State of Delaware;

         WHEREAS, pursuant to Section 151(g) of the DCGL the number of shares of
Series A Preferred  Stock may be  increased  by a  certificate  setting  forth a
statement that the increase has been  authorized and directed by a resolution or
resolutions  adopted by the  Board,  and that such  certificate  shall have been
executed, acknowledged and filed in accordance with Section 103 of the DCGL;

         WHEREAS, pursuant to Section 5 a. of the Certificate of Designation the
Corporation  is required to obtain the prior approval of the holders of not less
than a  majority  of the  outstanding  shares of Series A  Preferred  Stock (the
"Series A Holders")  to increase to 600,000 the number of  authorized  shares of
Series A Preferred Stock authorized (the "Amendment"); and

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<PAGE>

         WHEREAS,  on May 11, 2006, by unanimous written consent (i) the holders
of the Series A  Preferred  Stock  approved  the  Amendment;  and (ii) the Board
adopted resolutions authorizing the Amendment, which resolution is as follows:

         RESOLVED,  that  pursuant  to the  authority  expressly  granted to and
vested in the Board by (i) the Certificate of Incorporation, (ii) Section 151(g)
of the DCGL and (iii) the Series A Holders in  accordance  with  Section 5 a. of
the  Certificate  of  Designation,  the Board hereby  approves and authorizes an
increase  to  600,000  the  number  of shares  of stock  designated  as Series A
Preferred  Stock and directs the officers of the Corporation to take any and all
actions necessary or required to accomplish the foregoing; and be it further

         RESOLVED,  that to accomplish the purpose of the foregoing  resolution,
numbered paragraph 1 of the Certificate of Designation be revised and as revised
shall read 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  600,000,  $.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 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.



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<PAGE>

Executed on this 11th day of May, 2006


                                             24HOLDINGS INC.


                                             By: /s/ Arnold P. Kling
                                                 -------------------------------
                                                 Arnold P. Kling, President

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