**Exhibit
        3.12**
  **** **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 25, 2004 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 should enter into a license agreement for the remake
                  rights to “Supermodels in the
                  Rainforest”;
  (2)
              Whether
                  the Company should enter into consulting agreements with Bert
                  Bedrosian (“BKR Consulting”) and with James Townsend and Dean
                  Bornstein (“JT Productions,” “The Havana Company,” and “Malibu
                  Entertainment Group”) for a combination of cash and promissory notes
                  convertible into shares of the Company’s common
                  stock;
  (3)
              Whether
                  the Company should continue to indemnify its outside general
                  counsel, Paul A. Beck, Esq., and its Chairman and Chief Executive
                  Officer, Joseph Cellura, in connection with all pending litigation
                  matters and claims;
  (4)
              Whether
                  the Company should retire the block of the Company’s common stock known as
                  “the Teakwood Shares” (which were issued in
                  2001 for the benefit of a group of investors known as the “Teakwood
                  Group”) to treasury; and
  
  (5)
              Whether
                  the Company should elect to convert the involuntary Chapter 11
                  bankruptcy
                  case filed against it on June 25, 2004 by several
                  of its creditors into a voluntary Chapter 11 case.
  Present
        via telephone were the following individuals:
 
 Joseph
        R.
        Cellura Chairman
        and CEO, and Director,
 
 Denise
        Bertolini Corporate
        Secretary and Director, and,
 
 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 each of the
        issues to be presented at the meeting for the Board of Directors’
consideration.
 
 Accordingly,
        after due consideration of the information presented and discussion
        of the issues, the Board of Directors approved and made the following resolutions:
 
 **IT
        IS HEREBY RESOLVED** that the
        Company shall take the actions necessary and
        appropriate to enable it to enter into a license agreement for the remake
        rights
        to “Supermodels
        in the Rainforest”.
 
 
  **IT
        IS FURTHER RESOLVED** that
        the
        Company shall enter into consulting agreements
        with Bert Bedrosian (“BKR Consulting”) and with James Townsend and Dean
        Bornstein (“JT Productions,” “The Havana Company,” and “Malibu Entertainment Group”)
        for a combination of cash and promissory notes convertible into shares of
        the Company’s
        common stock, on specific terms to be determined by Mr. Cellura acting on behalf
        of
        the Company; in the exercise of his business judgment and reasonable discretion.
 
 **IT
        IS FURTHER RESOLVED** that
        the
        Company shall and does hereby agree to continue
        to indemnify its outside general counsel, Paul A. Beck, and its Chairman
        and Chief
        Executive Officer, Mr. Cellura, in connection with all pending litigation
        matters and
        claims, and all of their associated legal and accounting fees and costs and
        expenses incurred
        and/or advanced.
 
 **IT
        IS FURTHER RESOLVED** that
        the
        Company shall take the actions necessary
        and appropriate to retire the Teakwood Shares to treasury.
 
 **IT
        IS FURTHER RESOLVED** that
        the
        Company shall be and hereby is authorized
        to convert the involuntary Chapter 11 bankruptcy case filed against it on June
        25,
        2004 into a voluntary Chapter 11 case, and to reorganize its affairs under Chapter
        11 of the Bankruptcy Code.
 
 All
                  Present by Telephone:Denise
                  Bertolini
                Secretary
 Joseph
                      R. Cellura
                    Chairman
                      and CEO
                    
                    Outside
                        Director