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TMT Capital Corp · 10KSB · For 6/30/04 · EX-10.5

Filed On 9/27/04, 4:00pm ET   ·   Accession Number 1092306-4-719   ·   SEC File 0-50104

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 9/27/04  TMT Capital Corp                  10KSB       6/30/04    6:101K                                   KMB Solutions, LLC/FA

Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Form 10-Ksb 06/30/04                                  37    172K 
 2: EX-10.5     Letter Agreement Dated September 15, 2004...           2      8K 
 3: EX-31.1     Certification of CEO                                   2±     9K 
 4: EX-31.2     Certification of CFO                                   2±     9K 
 5: EX-32.1     Certification of CEO                                   1      6K 
 6: EX-32.2     Certification of CFO                                   1      6K 


EX-10.5   —   Letter Agreement Dated September 15, 2004...

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EXHIBIT 10.5 September 15, 2004 Mr. Kevin Romney 21st Century Technologies, Inc. 2700 West Sahara Avenue, Suite 440 Las Vegas, NV 8910 Dear Mr. Romney: In consideration of 21 Century Technologies' (hereinafter referred to as TFCT) advancing maintenance and development monies to Jane Bute! Corporation (hereinafter referred to as the Corporation), the Corporation agrees to the following: 1. No new issuance of shares, warrants or options will be issued by the corporation for a period of one year unless approved in writing by TFCT. TFCT hereby agrees that permission will not be unreasonably withheld and that TFCT will respond to each request in writing within four (4) business days in order that the Corporation can further advance the Corporation through filing an SB-2 with the Securities and Exchange Commission and issuing shares through such filing. Penalties: In the event that the Corporation issues shares without prior authorization, a. All warrants due to TFCT will be due and payable immediately In cash, equal to the conversion rate associated with the warrants. b.. All notes outstanding to TFCT or its affiliates will be immediately due and payable. 2. Additional warrants will be issued to TFCT for funds advanced under this letter of agreement and any other agreements to be signed between the Corporation and TFCT. It is understood that all funds will be advanced to the Corporation at the sole discretion of TFCT. 3. Warrants under this letter will carry the same rights, terms and provisions as provided in the original warrant agreement except for the conversion which will be based on the original formula multiplied by four (4) versus three (3) conversion as specified in the original warrant agreement. Warrants will be convertible and will have a three-year expiration from the date of due Issuance. 4. The Corporation agrees to amend the original warrant agreement to reflect an expiration of three years from the date of due issuance. 5. All monies advanced to the Corporation will be at the sole discretion of TFCT. The Corporation warrants that the monies received under this the terms of this letter and agreement will be used in the best interest of the business in order that it may go forward.
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6. The Corporation agrees to sign any and all documents necessary to affect this transaction. Agreed and accepted this 15th day of September 2004. By: s/KEVIN ROMNEY ______________ Kevin Romney, CEO, 21st Century Technologies Agreed and accepted this 15th day of September 2004. By: s/ JANE BUTEL _____________ Jane Butel, CEO, Jane Butel Corporation

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 10KSB Filing   Date First   Last      Other Filings
For The Period Ended6/30/04
9/15/041
Filed On / Filed As Of9/27/04
 
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Filing Submission 0001092306-04-000719   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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