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Royal Capital Management Inc SB-2/A On7/1/05 EX-10.5

Filed On 7/1/05 2:38pm ET SEC File 333-119959 AccessionNumber1213900-5-656

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

 7/01/05  Royal Capital Management Inc      SB-2/A                17:242                                    TP Electronic F..Corp/FA

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Amendment No. 1 to Form SB-2                        HTML    744K 
 2: EX-5        Legal Opinion of Anslow & Jaclin, Llp               HTML     11K 
 3: EX-10.2     Share Transfer and Memorandum of Association Agr.   HTML     75K 
 4: EX-10.3     Wizzard Oem Software Agreement                      HTML      7K 
 5: EX-10.4     Edward D. Pergament, Attorney Consent Letter        HTML      9K 
 6: EX-10.5     First Gulf Bank Loan Documentation                  HTML     13K 
 7: EX-10.6     Lease Contract for Land Plot to Build A Factory     HTML     12K 
 8: EX-10.7     Protocol of Intent                                  HTML     12K 
 9: EX-10.8     Alwan Engineering Agreement                         HTML      8K 
10: EX-10.9     Agreement W/S. Zaidan Gen. Cont. & Maint. Est.      HTML      8K 
11: EX-10.10    S&H Engineering Agreement                           HTML      8K 
12: EX-10.11    Rapco Agreement                                     HTML      9K 
13: EX-10.12    Rental Agreement Between Rmc Super Mix/City Mix     HTML     51K 
14: EX-10.13    Assets Management Agreement                         HTML     28K 
15: EX-21       List of Subsidiaries                                HTML      6K 
16: EX-23       Consent From Demetrius & Company, Llc               HTML      7K 
17: EX-23.2     Consent of Gately & Asscociates                     HTML      7K 

EX-10.5 First Gulf Bank Loan Documentation

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Comment: Created by EDGAR Ease Plus (EDGAR Ease+) Comment: Project: C:\Documents and Settings\Owner\My Documents\fsb2a1_royal.eep Comment: Control Number: 0100 Comment: Rev Number: 0 Comment: Client Name: Royal Capital Management, Inc. Comment: Project Name: fsb2a1_royal Comment: Firm Name: TP Electronic Filing Services Corp.

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15th August 1999

REF. :

M/s. City Mix Concrete P.O. Box 47427
Abu Dhabi

Attention of Mr.Radulovic

Dear Sir,

Re : Account No.4202-123043-001

With reference to your letter dated 5th August, 1999 and further to our discussions, we are pleased to advise you that the following facility has been approved in your favour.



Rate of Interest

LoanAED.3,900,000/- 10.5% p.a.


Mortgage of 16 Astra Brand 1999 Model Mixer Trucks with total value of AED.6.5 Million

Assignment of Insurance

Undated Cheque for the loan amount

The loan is to be repaid in full over a period of 36 months in monthly instalments of AED.108,333.33 plus accrued interest with effect from November, 1999. You will be charged AED.8,625/- upfront as Management Fees.

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Continuation 2

Mts. City Mix Concrete


You are kindly requested to comply with the legal and security documentation requirements to enable us to release the loan.

Yours faithfully,

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City Mix LLC POB 47427


SUB. City Mix account no. 123043

Dear Sir,

Regarding our ongoing negotiations, we confirm that upon receipt of a current cheque/payment for DH 130000, for the reduction of the outstanding balance in your above account, the interest rate applied to your account will be reduced to 5% p.a. WEF 1/7/03. The reduction is subject to your concluding a settlement agreement acceptable to the Bank before 31/7/03, for the total liability.

This letter is an advice of interest rate reduction only, without any other commitment by the Bank to agree to your settlement offer for the outstanding liability in the account. The Bank reserves the right to revert to the previous rate, if a settlement acceptable by the Banker not concluded by 31/7/03

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