ADDENDUM TO SHARE EXCHANGE AGREEMENT
THIS ADDENEDUM (the "Addendum"), dated September 16, 2005, shall serve to amend
the below listed terms of the SHARE EXCHANGE AGREEMENT (the "Agreement") dated
August 11, 2005, by and between Eline Entertainment Group, Inc., a Nevada
corporation ("Eline"), CTD Holdings, Inc., a Florida corporation ("CTDH"), and
Rick Strattan ("Strattan"), the President, CEO, Chairman and majority
shareholder of CTDH, therein removing paragraphs 7 and 11 of the Agreement dated
August 11, 2005 and inserting the respective paragraphs listed below as of the
first date listed above.
7. OPERATION OF CTDH AFTER CLOSING.
(a) Strattan is the principal executive officer of CTDH, responsible for
its business and operations. After the Closing, Strattan will continue to
fulfill those duties in the same manner and with the same devotion of
substantially all of his time and efforts in fulfilling his fiduciary
obligations in such capacity. Strattan shall have autonomous control over the
CTD, Inc. operating subsidiary and acquisitions further expanding the
cyclodextrin businesses, divisions and direction, and specifically as
contemplated in paragraph 7(d) herein, that autonomous control shall apply to
all matters including day-to-day operations. It is understood by all parties
hereto that such autonomous control is due to Strattan's extensive expertise,
contacts and experience in the cyclodextrin area and such autonomous control
shall apply to the day-to-day operations of the cyclodextrin-based business.
Further, CTDH shall consult with Strattan in all future acquisitions by CTDH
prior to closing of such anticipated acquisitions.
(b) Strattan will submit operating budgets to Eline for its approval, which
such approval will not be unreasonably withheld, and Eline and Strattan shall
agree regarding the hiring or retention of any employees or consultants that are
not involved in the day-to-day operations of the CTDH.
(c) Effective with the Closing Date, Eline will charge CTDH from time to
time for normal corporate overhead attributable to the administration of CTDH.
(d) Subsequent to the Closing Date, Eline, at its own discretion, will
advance CTDH at various times and in various amounts an aggregate of up to one
million five hundred thousand dollars ($1,500,000) to be used by CTDH for the
acquisition of Cyclolab R&D Labs of Budapest, Hungary. Such funding is also
subject to the completion of satisfactory due diligence on the part of Eline
with respect to both Cyclolab R&D Labs and CDTH.
11. DISTRIBUTION OF CDTH BUSINESS OPERATIONS. In conjunction with this agreement
and the terms of the Exchange of Shares pursuant to Paragraph 2 and the
Operation of CDTH After Closing pursuant to Paragraph 7 (d), it is contemplated
that Eline and CDTH will attempt to acquire other businesses entities operating
in the cyclodextrin and bio-tech industries that compliment or augment the
current business operations of CTDH. In the event Eline or CTDH is unable to
consummate such transactions and achieve this goal within one year from date of
the closing herein, or as otherwise agreed upon between the parties, Eline, at
its sole discretion, may take such actions as may be appropriate to distribute
the business of CTDH to the stockholders of CTDH. At Eline's sole discretion,
such distribution shall be accomplished through one of the following two
methods:
(a) Strattan will return to Eline 100,000 shares of the Eline Common Stock
in exchange for the return to Strattan of the one share of Series A preferred
stock of CTDH, which share represents controlling interest in the voting
securities of CTDH, or;
(b) Eline shall undertake the creation of a newly formed entity having the
identical capital structure of CTDH, wherein such newly formed entity shall
distribute to CDTH shareholders its common stock on a basis equal to the number
of shares held by such shareholders in CTDH as of the record date for such
distribution, as well as distribute to Strattan shares of a preferred stock
having the rights and preferences equivalent to those of the share of Series A
preferred stock of CTDH, including controlling interest in the voting securities
of the newly formed entity. Further, Eline shall take such steps necessary to
ensure that the new entity is publicly traded on the OTC Bulletin Board,
emulating the current status of CTDH. Moreover, Eline shall retain an interest
of 20% of the common stock of such newly formed entity on a fully diluted basis.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
the date first above written.
ELINE ENTERTAINMENT GROUP, INC.
By: /s/ Barry A. Rothman
-----------------------------
Barry A. Rothman, President
ELINE HOLDING GROUP, INC.
By: /s/ Jayme Dorrough
-----------------------------
Jayme Dorrough, Sole Director
CTD HOLDINGS, INC.
By: /s/ C.E. Rick Strattan
-----------------------------
Rick Strattan, President, CEO & Chairman