AMENDMENT TO ASSET PURCHASE AGREEMENT

AMENDMENT TO ASSET PURCHASE AGREEMENT

October 3, 2014

The parties to this agreement to amend the Asset Purchase Agreement (“APA”) are Regal One Corporation, a Florida corporation (“Regal”), Capital Point Partners, LP, a Delaware limited partnership (“Fund I”) and Capital Point Partners II, LP, a Delaware limited partnership (“Fund II”).

Pursuant to Section 7.2 of the APA, the APA automatically terminates if the contemplated transaction is not closed on or before October 6, 2014.  The parties to the APA hereby agree to amend Section 7.2 to extend the Failure to Close termination provision to December 31, 2014, provided, however, that either Fund I or Fund II can terminate the APA, at their discretion, at any time prior to December 31, 2014.

This amendment is effective October 3, 2014.

REGAL ONE CORPORATION

a Florida corporation

By: /s/ Xxxxxxx X. Xxxxxx

Xxxxxxx X. Xxxxxx

President

FUND I:

CAPITAL POINT PARTNERS, LP

a Delaware limited partnership,

by its General Partner

By: /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title:

Managing Partner

FUND II:

CAPITAL POINT PARTNERS II, LP

a Delaware limited partnership,

by its General Partner

By: /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Managing Partner