EXHIBIT 10(B)
AMENDED SHARE EXCHANGE AGREEMENT
For mutual consideration, the receipt of which is hereby acknowledged the
Share Exchange Agreement (the "Agreement") entered into on the 26th day of
August, by and among Cimarron-Grandview Group, Inc., a Washington corporation
("Cimarron" or the "Company"), Full Moon Universe, Inc., a California
corporation ("Full Moon"), Charles Band, (Band) and Albert M. Zlotnick
("Zlotnick") is hereby amended as follows:
ARTICLE 1
Share Exchange
Article 1.5 Exchange Ratio Adjustment is hereby eliminated
Article 2.9 Change of Domicile is hereby eliminated
Article 6.1 (b) is amended to change the reverse split from a
one-for-thirty reverse split to a one-for-five
reverse split.
Article 10.1 "Market Stand-Off" Agreement" is hereby eliminated
Article 11 Voting Trust Agreement and Exhibit B Albert M. Zlotnick
- Charles Band Voting Trust Agreement are hereby eliminated
and the Voting Trust Agreement is hereby declared to be null
and void and of no effect.
All other terms of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amended Share Exchange Agreement has been adopted
by the undersigned corporations as of this 13th day of November, 2000.
Full Moon Universe, Inc. Cimarron-Grandview Group, Inc.
By:___________________________ By:___________________________
Charles Band, President Gregory B. Lipsker, President
_________________________________
Albert M. Zlotnick, Individually Charles Band,
Individually
