EXHIBIT 99.4


                                    EXHIBIT D
                                    ---------

                          FORM OF OFFICER'S CERTIFICATE



                                  DONINI, INC.

                              OFFICER'S CERTIFICATE


     I, Peter Deros, President of Donini, Inc. (the "Company") DO HEREBY CERTIFY
as follows:

     a.   Attached hereto as Annex 1 is a true, correct and complete copy of the
          Certificate of Incorporation of the Company in effect on the date
          hereof. No amendment or other Agreement relating to or affecting the
          Certificate of Incorporation has been filed in the office of the
          Secretary of State of the State of New Jersey after the last date of
          any Agreement included therein, and no such action has been taken by
          the Company or officers, directors or shareholders of the Company to
          effect or authorize any further amendment thereto.

     b.   Attached hereto as Annex 2 is a true, correct and complete copy of the
          Bylaws of the Company, amended and in effect on the date hereof, and
          such Bylaws, as amended, have been in full force and effect at all
          times since adoption, through the date hereof.

     c.   Attached hereto as Annex 3 are true, correct and complete copies of
          those resolutions adopted by the Board of Directors of the Company;
          said resolutions have not been amended, rescinded or modified since
          their adoption and remain in full force and effect as of the date
          hereof, and said resolutions are the only resolutions adopted by the
          Board of Directors of the Company, or any committee thereof, relating
          in any way to the Exchange Agreement dated as of October 1, 2004,
          between the Company and the Purchaser (the "Purchase Agreement").

     d.   As of the date hereof, no Event of Default has occurred and been
          continuing.

     e.   The representations and warranties of the Company contained in each
          Transaction Agreement are true and correct on and as of the date
          hereof as if made on and as of such date and the Company has performed
          and complied with all covenants and agreements required by the
          Transaction Agreements to be performed or complied with at or prior to
          the date hereof.

     f.   The Company has performed and complied with all conditions required by
          the Transaction Agreements to be performed and complied with by it
          prior to the date hereof.

     g.   The following persons are on the date hereof duly qualified and acting
          officers of the Company, duly elected or appointed to the offices set
          forth beside

                                       2


          their respective names and signatures, and each such person who, as an
          officer of the Company, signed the Purchase Agreement, any of the
          other Transaction Agreements or any other Agreement delivered before
          or on the date hereof in connection with such agreements and
          Agreements and the transactions contemplated therein was, at the
          respective times of such signing and delivery, and is now duly elected
          or appointed, qualified and acting as such officers, and the
          signatures of such persons appearing on such Agreements are their
          genuine signatures.



         Name                     Position                    Signature
         ----                     --------                    ---------

Peter Deros                       President          ___________________________
Catherine Pantoulis               Secretary          ___________________________



     All terms not otherwise defined herein shall have the respective meanings
set forth in the Purchase Agreement.


                            [Signature page follows]

                                       3


     IN WITNESS WHEREOF, the undersigned has caused this instrument to be duly
executed.

     Dated: October 1, 2004


                                  DONINI, INC.


                                  By: /s/ PETER DEROS
                                      ------------------------------------------
                                      Name:  Peter Deros
                                      Title: President

                                       4