**** **M** **INUTES
      OF A SPECIAL MEETING**


**OF
      THE BOARD OF DIRECTORS OF**


**ORBIT
      BRANDS CORPORATION**





A
      special
      meeting of the Board of Directors of ORBIT BRANDS CORPORATION (the “Company”)
      was held on September 29, 2006, at 10:00 a.m. Eastern Standard Time, via
      telephone conference call with all of the members of the Board Directors.





Mr.
      Cellura called the meeting to order and announced that the purpose  of the
      meeting was for the Board to address the following issues:





(1)
      Whether the Company shall enter into negotiations for the purpose of settling
      its claims against NGTV, BBKO, Gene Simmons, Richard Abramson and Allan Brown,
      and whether the Company shall provide a complete indemnification of Joseph
      R.
      Cellura with respect to such claims;





(2)  Whether
      the Company should indemnify Joseph
      Cellura with
      respect to the lawsuit brought by M.J. Ribas against him individually (and
      not
      against the Company) in Los Angeles County Superior Court, and whether Mr.
      Cellura should continue to defend the lawsuit personally instead of bringing
      the
      Ribas litigation into the Company’s pending Chapter 11 proceeding;





(3)  Whether
      the Company should confirm and ratify the settlement agreement negotiated at
      the
      July 2006 mandatory settlement conference in the pending litigation in the
      United States District Court for the Central District of California, Santa
      Ana
      Division, with Douglas R. Dollinger, Michael Molus and Carol Molus, Joanne
      Bertolini and Dean Miller, and proceed to seek approval of the settlement in
      the
      United States Bankruptcy Court in the Company’s Chapter 11
      proceeding;









(4)  Whether
      the Company shall continue to indemnify Paul A. Beck, Denise Bertolini and
      Joseph R. Cellura in all pending litigation proceedings involving Douglas R.
      Dollinger, Michael and Carol Molus, Joanne Bertolini, Dean Miller, and M.J.
      Ribas;





(5)  Whether
      the Company shall confirm its retention of the accounting firm of Malone &
Bailey, P.C., as its independent auditors;





(6)  Whether
      the Company shall retain the services of Phil Scott, C.P.A., to undertake an
      independent valuation analysis with respect to possible derivative instruments
      it has issued since 2004;





(7)  Whether
      the Company shall execute a binding memorandum of understanding for entry into
      a
      license agreement with Floating Bed, Inc.;





(8)  Whether
      the Company shall enter into a binding term sheet with Mandalay Sports &
Entertainment, LLC (“MSAE”) with respect to the acquisition of MSAE’s affiliate,
      Mandalay Integrated Media & Entertainment (“MIME”) by the Company’s
      wholly-owned subsidiary, Malibu Entertainment Group (“MEG”);





(9)  Whether
      the Company shall negotiate and enter into an agreement with Vision Capital
      Partners to offer a 50% equity position in exchange for $7.5 million in cash
      in
      order to complete the funding of MIME; and





(10)  Whether
      the Company should proceed with the submission of a proposed disclosure
      statement and plan of reorganization to the Bankruptcy Court in its pending
      Chapter 11 proceeding in the Central District of California.










Present
      via telephone were the following individuals:





Joseph
                R. Cellura
            Chairman
                and CEO, and Director, andDenise
                Bertolini
            Corporate
                Secretary and Director,





representing
      all of the members of the Company’s Board of Directors, together with Patrick
      Doran, the Company’s Acting Chief Financial Officer, and the Company’s outside
      General Counsel, Paul A. Beck, Esq.





Mr.
      Cellura, as Chairman of the Board of Directors, called the meeting to
      order.





Denise
      Bertolini read certain background information regarding certain of the issues
      to
      be presented at the meeting for the Board of Directors’
consideration.





Accordingly,
      after due consideration of the information presented and full discussion of
      the
      issues, the Board of Directors approved the following resolutions:





**IT
      IS HEREBY RESOLVED** that the
      Company shall be and is hereby authorized to enter into negotiations for the
      purpose of settling its claims against NGTV, BBKO, Gene Simmons, Richard
      Abramson and Allan Brown, and to provide a complete indemnification of Joseph
      R.
      Cellura with respect to such claims, on specific terms to be determined by
      Mr.
      Cellura in the exercise of his business judgment and reasonable discretion,
      in
      consultation with counsel as appropriate or necessary.





**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized to indemnify Joseph
      Cellura with
      respect to the lawsuit brought by M.J. Ribas against him individually (and
      not
      against the Company) in Los Angeles County Superior Court, and that Mr. Cellura
      should continue to defend the lawsuit personally instead of bringing the Ribas
      litigation into the Company’s pending Chapter 11 proceeding.









**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized to confirm and ratify the settlement
      agreement negotiated at the July 2006 mandatory settlement conference in the
      pending litigation in the United States District Court for the Central District
      of California, Santa Ana Division, with Douglas R. Dollinger, Michael Molus
      and
      Carol Molus, Joanne Bertolini and Dean Miller, and proceed to seek approval
      of
      the settlement in the United States Bankruptcy Court in the Company’s pending
      Chapter 11 proceeding.





**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized to continue to indemnify Paul A.
      Beck
      and Joseph R. Cellura in all pending litigation proceedings involving Douglas
      R.
      Dollinger, Michael Molus and Carol Molus, Joanne Bertolini and Dean Miller,
      and
      M.J. Ribas.





**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized to confirm its retention of the
      accounting firm of Malone & Bailey, P.C., as the Company’s independent
      auditors.





**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized to retain the services of Phil Scott,
      C.P.A., to undertake an independent valuation analysis with respect to possible
      derivative instruments it has issued since 2004.





**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized to negotiate, enter into and execute
      a
      binding memorandum of understanding for entry into a license agreement with
      Floating Bed, Inc., on specific terms to be determined by Mr. Cellura in the
      exercise of his business judgment and reasonable discretion, in consultation
      with counsel as appropriate or necessary.





**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized to negotiate, enter into and execute
      a
      binding term sheet with Mandalay Sports & Entertainment, LLC (“MSAE”) with
      respect to the acquisition of MSAE’s affiliate, Mandalay Integrated Media &
Entertainment (“MIME”) by the Company’s wholly-owned subsidiary, Malibu
      Entertainment Group (“MEG”), on specific terms to be determined by Mr. Cellura
      in the exercise of his business judgment and reasonable discretion, in
      consultation with counsel as appropriate or necessary.









**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized to negotiate, enter into and execute
      an agreement with Vision Capital Partners to offer a 50% equity position in
      exchange for $7.5 million in cash in order to complete the funding of MIME,
      on
      specific terms to be determined by Mr. Cellura in the exercise of his business
      judgment and reasonable discretion, in consultation with counsel as appropriate
      or necessary.





**IT
      IS FURTHER RESOLVED** that
      the
      Company shall be and is hereby authorized to proceed with the submission of
      a
      proposed disclosure statement and plan of reorganization to the Bankruptcy
      Court
      in its pending Chapter 11 proceeding in the Central District of
      California.




All
        Present by Telephone:


Denise
                Bertolini
                Secretary


Joseph
                    R. Cellura
                  Chairman
                    and CEO