TMT Capital Corp – ‘10KSB’ for 6/30/04 – EX-10.5

On:  Monday, 9/27/04, at 4:00pm ET   ·   For:  6/30/04   ·   Accession #:  1092306-4-719   ·   File #:  0-50104

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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      9K 
 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      7K 
 6: EX-32.2     Certification of CFO                                   1      7K 

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

EX-10.5
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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.                             

EX-10.5
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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

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
Filed on:		9/27/04							None on these Dates
		9/15/04		1
For Period End:		6/30/04
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