Unassociated Document


    EXHIBIT 10.2

    
 

    ARKADOS
GROUP, INC.

    


     CONSENT
OF THE BOARD OF DIRECTORS

    IN
LIEU OF MEETING

    


    


    The undersigned, being all of the
members of the Board of Directors of ARKADOS GROUP, INC. (the “Corporation”), do
hereby consent to the taking of the following action without a meeting pursuant
to the General Corporation Act of the State of Delaware and the Corporation’s
By-laws as of this 29th day
of March, 2010.

    


    WHEREAS, on March 3, 2010, the Board of
Directors constituted Andreas Typaldos as a Special Committee of one to consider
and recommend a plan of compensation for the activities of Harris Cohen in his
capacity as an independent director having the sole responsibility to review,
report upon and recommend that the Corporation take certain actions with respect
to the compromise and conversion of outstanding secured debentures.

    


    WHEREAS, Mr. Typaldos has recommended
that Mr. Cohen be paid a stipend for his past and continuing services and be
granted an opportunity to purchase equity in the Corporation following its
possible future reorganization.

    


    NOW THEREFORE, it is

    


    RESOLVED, that Mr. Cohen receive a
stipend of $7,000 for his services in such capacity during the period from
December 1, 2009 to January 31, 2010 and thereafter a monthly stipend of $3,000
per month for each month thereafter until either the outstanding debentures are
fully discharged or converted, provided that the Corporation may terminate such
stipend at any time upon 30 days notice after May 1, 2010; and it was
further

    


    RESOLVED, that Mr. Cohen as additional
compensation for his services during the period from December 1, 2010 until the
completion of the Corporation’s plan of financing and debt restructruring, be
issued, at the first closing of an equity financing and debt restructuring, a
five year warrant (the “Warrant”) to purchase 125,000 shares of the
Corporation’s common equity as it is reconstituted following such financing and
debt restructuring at the price of $0.05 per share (after giving effect to such
restructuring and financing).

    


    AUTHORIZATION OF OFFICERS TO
TAKE NECESSARY OR DESIRABLE ACTIONS

    


    RESOLVED, that, subject to the
limitations set forth in these resolutions, the proper officers of the
Corporation are authorized and empowered to execute and deliver any and all
instruments and to take any and all actions as may be necessary or in their
opinion desirable to carry into effect the intent and purpose of the foregoing
resolutions.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXECUTION

    


    This
Consent shall be deemed to be fully executed and delivered when each of the
undersigned has executed at least one counterpart, but not necessarily the same
counterpart, hereof.

    


    IN
WITNESS WHEREOF, each of the undersigned has executed this Written Consent as of
the in the capacities indicated.

     

     

    
      
        	
                /s/
      Oleg Logvinov 

              	 	 	
                /s/
      Andreas Typaldos

              	 
	
                Oleg
      Logvinov 

              	 	 	
                Andreas
      Typaldos, Chairman 

              	 
	 	 	 	 	 
	 	 	 	/s/ William H.
      Carson 	 
	Gennaro Vendome 	 	 	William
      H. Carson 	 


      

Solely
for the purpose of approving that actions be taken without a meeting and without
casting a substantive vote on matter in which the following have a personal
interest:

    


     

    
      
        	 	 	 	 	 
	
                /s/
      Harris Cohen

              	 	 	
                 

              	 
	
                Harris
      Cohen

              	 	 	
                 

              	 


      



    



    
      
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