Exhibit 10.1
March 7, 2005
Barry Rothman, President
Eline Entertainment Group, Inc.
8905 Kingston Pike
Suite 313
Knoxville, Tennessee 37923
Re: Exchange Offer
Dear Mr. Rothman:
Yucatan Holding Company hereby offers to
assign to Eline Entertainment Group,
Inc. (the "Company") 9,000,000 shares of
Company common stock and 180,000 shares
of Company Series B Convertible Preferred
Stock in exchange for 250,000 shares
of Series A Convertible Preferred Stock of
the Company with (the "Series A
Preferred Stock"), which Series A Preferred
Stock shall have the preferences and
relative and other rights, and the
qualifications, limitations or restrictions
thereof identical to the Company's Series B
Convertible Preferred Stock (the
"Exchange Offer").
The Series A Preferred Stock which will be
received in the Exchange Offer will
be subject to the Investment Letter
below.
Please indicate your acceptance of the
Exchange Offer by signing a copy hereof
where indicated below and returning to the
undersigned whereupon this letter
will become a legally binding agreement to
complete the Exchange Offer as set
forth herein. The undersigned will, upon
request, execute any additional
documents deemed by the Company necessary
or desirable to complete the Exchange
Offer.
Yours very truly,
YUCATAN HOLDING COMPANY
By: /s/ Jayme Dorrou
