Royal Palm Capital Management, LLLP 595 South Federal Highway Suite 600 Boca Raton, Florida 33432 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial...

Ex 10.12

                         COCONUT PALM ACQUISITION CORP.




                                                     ______________, 2005

Royal Palm Capital Management, LLLP
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Gentlemen:

        This letter will confirm our agreement that, commencing on the effective
date ("Effective Date") of the registration statement for the initial public
offering ("IPO") of the securities of Coconut Palm Acquisition Corp. ("▇▇▇▇")
and continuing until the earlier of the consummation by ▇▇▇▇ of a "Business
Combination" or ▇▇▇▇'▇ liquidation (as described in ▇▇▇▇'▇ IPO prospectus) (the
"Termination Date"), Royal Palm Capital Management, LLLP shall make available to
▇▇▇▇ certain office space, utilities and secretarial support as may be required
by ▇▇▇▇ from time to time, situated at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. In exchange therefore, ▇▇▇▇ shall pay Royal Palm
Capital Management, LLLP the sum of $7,500 per month on the Effective Date and
continuing monthly thereafter until the Termination Date.

                                        Very truly yours,


                                        COCONUT PALM  ACQUISITION CORP.



                                        By:  ________________________________
                                             Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
                                             Title: Chief Executive Officer

AGREED TO AND ACCEPTED BY:

ROYAL PALM CAPITAL MANAGEMENT, LLLP


By:  _____________________________
     Name:
     Title: