EXHIBIT 4.12


                              FROHLING & HUDAK, LLC
                                Attorneys at Law
                                17 Fulton Street
                            Newark, New Jersey 07102
                             Telephone 973-622-2800
                             Fax 973-622-2865/66/67


                                                       July 14, 2004

Olde Monmouth Stock Transfer Co., Inc.
77 Memorial Parkway, Suite 101
Atlantic Highlands, New Jersey 07716

                  RE:  DONINI, INC.

Dear Sir/ Ms:

We understand that the board of directors of Donini, Inc. (the "Company") has
authorized the issuance of seven million, nine hundred and fifty thousand
(7,950,000) shares (the "Shares") of its common stock, $.001 par value, to the
individuals listed on the S-8 attached hereto and made a part hereof (the
"Holders"). For these Shares, the Company has advised us that it has received
full and adequate consideration. We have been requested by the Company to
provide you with our opinion with respect to the applicability to the issuance
of the Shares pursuant to the Securities Act of 1933, as amended (the Act).

These Shares are being issued as original issue Shares and pursuant to
Registration Statement filed pursuant to the Act. Therefore, the certificate or
certificates should not bear any restrictive legend or restriction on their
transfer. In our opinion, upon the issuance of these Shares, they will be fully
paid and non-assessable by virtue of the Company having received adequate
consideration therefor.

                                             Sincerely yours,


                                             Frohling & Hudak, LLC