EAT AT JOES LTD
S-8, EX-4.3, 2000-09-19
EATING & DRINKING PLACES
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                                                                     Exhibit 4.3

                            PREAMBLES AND RESOLUTIONS

     WHEREAS,  the Company is indebted  to Beckman,  Millman & Sanders,  LLP for
legal services rendered, and

     WHEREAS,  Steven A. Sanders is a partner in the firm of Beckman,  Millman &
Sanders, LLP, be it

     RESOLVED,  that 200,000  shares be issued to Steven A. Sanders on behalf of
the firm for legal services rendered, and be it

     FURTHER RESOLVED,  that all of the above referenced shares of the Company's
common stock be registered in a  registration  statement on Form S-8 to be filed
with the Securities and Exchange Commission, and be it

     FURTHER  RESOLVED,  that the officers of the Corporation be and hereby are,
authorized  and directed to take all actions,  and execute all  instruments  and
other  documents in the name and on behalf of the  Corporation  as such officers
shall  determine  to be  necessary  or  advisable  in  order to  effectuate  the
foregoing resolutions and to carry out the purposes thereof.





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