Common use of BEEN RESOLVED Clause in Contracts

BEEN RESOLVED. That the board has given the requisite authority for the Company to enter into the Subscription Agreement, Warrant Agreement, Security Agreement, Debenture Agreement, Debenture Registration Rights Agreement, Stock Transfer Agent Agreement, Investment Agreement and Equity Line Registration Rights Agreement (collectively, the "Transaction Documents") with Dutchess Private Equities Fund, LP ("Dutchess") dated February 10, 2006 That in the event counsel for the Company is unable to write an opinion regarding the issuance of Shares for any of the Transactions Documents, where required, that the Transfer Agent shall accept the opinion of the Holder's counsel, ▇▇▇ ▇▇▇▇▇▇▇, Esq.