EXHIBIT 99.6


                                    EXHIBIT C
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                          FORM OF SOLVENCY CERTIFICATE



                                  DONINI, INC.

                              SOLVENCY CERTIFICATE

     I, Peter Deros, the Chief Financial Officer of Donini, Inc., a New Jersey
corporation (the "Company"), on behalf of the Company, hereby certify that:

1.   I am the duly elected and qualified Chief Financial Officer of the Company
     and am familiar with the business and financial matters and things
     hereinafter described.

2.   This Certificate is made and delivered to Global Capital Funding Group,
     L.P. (the "Purchaser") pursuant to Section 6.1(c) of that certain Exchange
     Agreement between the Company and the Purchaser (the "Agreement"). All
     terms not defined herein shall have the meanings given them in the
     Agreement.

3.   As of the Closing Date and after giving effect to the issuance of Secured
     Note and Warrants under the Agreement and to the transactions contemplated
     under the Agreement and the other Transaction Agreements:

     a.   The aggregate value of the Company and its Subsidiaries, collectively
          and individually, as a going concern, at their present fair market
          value as reasonably determined by the undersigned assuming normal
          market conditions (i.e., the amount which may be realized within a
          reasonable time, considered to be six months to one year, through sale
          at the going concern value as the amount which could be obtained for
          the property in question within such period by a capable and diligent
          businessman from an interested buyer who is willing to purchase under
          ordinary selling conditions), exceeds the amount of all the debts and
          liabilities (including contingent, subordinated, unmatured and
          unliquidated liabilities) of the Company and its Subsidiaries,
          collectively and individually.

     b.   The aggregate value of all liabilities of the Company and its
          Subsidiaries, collectively and individually, is less than the
          aggregate value of all assets (including goodwill and other intangible
          assets) at a fair valuation of the Company and its Subsidiaries,
          collectively and individually.

     c.   The Company and its Subsidiaries, collectively and individually, do
          not have an unreasonably small capital with which to conduct their
          business operations as heretofore conducted.

     d.   The Company and each of its Subsidiaries, collectively and
          individually, have no reason to believe that they will not have
          sufficient cash flow to enable them to pay their liabilities as such
          liabilities become absolute and mature.

     e.   No final judgments against the Company or any Subsidiary, collectively
          or

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          individually, in actions for money damages with respect to pending or
          threatened litigation could reasonably be expected to be rendered at a
          time when, and in an amount such that, the Company or any Subsidiary,
          collectively or individually, will be unable to satisfy any such
          judgments promptly in accordance with their terms (taking into account
          the maximum reasonable amount of such judgments in any such actions
          and the earliest reasonable time at which such judgments might be
          rendered) and the cash available to the Company and its Subsidiaries,
          collectively and individually, after taking into account all other
          anticipated uses of the cash of the Company and its Subsidiaries,
          collectively and individually (including the payments on or in respect
          of debt), is anticipated to be sufficient to pay all such judgments
          promptly in accordance with their terms.

4.   The Company and its Subsidiaries, collectively and individually, have not
     incurred, do not intend to incur, and believe that they will not incur,
     liabilities beyond their ability to pay such liabilities as such
     liabilities become absolute and mature.

5.   The Company and its Subsidiaries, collectively and individually, do not
     contemplate filing a petition in bankruptcy or for an arrangement or
     reorganization under the Federal Bankruptcy Code, not, to the best of my
     knowledge, are there any threatened bankruptcy or insolvency proceedings
     against the Company or its Subsidiaries.

6.   The funds to be obtained by the Company from the Purchaser pursuant to the
     Agreement and the other Transaction Agreements will be used for proper
     corporate purposes in accordance with the terms of the Transaction
     Agreements and applicable law.


                            [Signature page follows]

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     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: Chief Financial Officer

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