Exhibit 99.1
ADDENDUM TO SHARE EXCHANGE AGREEMENT
THIS ADDENENDUM (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
Xxxx Xxxxxxxx ("Xxxxxxxx"), 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) Xxxxxxxx is the principal executive officer of CTDH, responsible
for its business and operations. After the Closing, Xxxxxxxx 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. Xxxxxxxx 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 Xxxxxxxx'x 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 Xxxxxxxx in all future acquisitions by CTDH
prior to closing of such anticipated acquisitions.
(b) Xxxxxxxx will submit operating budgets to Eline for its approval,
which such approval will not be unreasonably withheld, and Eline and Xxxxxxxx
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:
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(a) Xxxxxxxx will return to Eline 100,000 shares of the Eline Common
Stock in exchange for the return to Xxxxxxxx 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 Xxxxxxxx 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/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
ELINE HOLDING GROUP, INC.
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, Sole Director
CTD HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, President,
CEO & Chairman
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