ex10-3.htm


    AMENDMENT

    TO
      THE

    WARRANT
      TO PURCHASE COMMON STOCK

    OF

    THEATER
      XTREME ENTERTAINMENT GROUP, INC.

    


    Reference
      is made to that certain Warrant to Purchase Common Stock of Theater Xtreme
      Entertainment Group, Inc., issued as follows:

    


    
      	 	
              Issuer:

            	
              Theater
                Xtreme Entertainment Group, Inc. (the “Company”)

            
	 	
              Issued
                to:

            	
              Bushido
                Managed Interests or Assignees (the “Warrant Holder”)

            
	 	
              Warrant
                Shares:

            	
              ________

            
	 	
              Exercise
                Price:

            	
              $1.00
                per share

            
	 	
              Original
                Issue date:

            	
              October
                23, 2006, (collectively, the
“Warrant”)

            


    

    


    Whereas,
      the Company is in the process of raising additional capital, and

    


    Whereas,
      the Company desires that certain of its warrants be amended to facilitate this
      capital raise, and,

    


    Whereas,
      the Warrant Holder agrees to amend said Warrant,

    


    Now,
      therefore, for and in consideration of Ten Dollars ($10.00) and other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Company and Warrant Holder hereby agree that the Warrant
      be
      and it hereby is amended as follows:

    


    Section
      3, paragraph items (3)(b) through (3)(e) be and they hereby are deleted in
      their
      entirety and Section 3, paragraph item (3)(e) is further amended by replacement
      to read as appears below, each action being effective on November 21,
      2007:

    


    “(e)  If,
      at any time while this Warrant is outstanding, (A) the Company effects any
      merger or consolidation of the Company with or into another Person, (B) the
      Company effects any sale of all or substantially all of its assets in one or
      a
      series of related transactions, (C) any tender offer or exchange offer (whether
      by the Company or another Person) is completed pursuant to which holders of
      Common Stock are permitted to tender or exchange their shares for other
      securities, cash or property, or (D) the Company effects any reclassification
      of
      the Common Stock or any compulsory share exchange pursuant to which the Common
      Stock is effectively converted into or exchanged for other securities, cash
      or
      property (in any such case, a “Fundamental
      Transaction”), then, upon any subsequent exercise of this Warrant, the
      Holder shall have the right to receive, for each Warrant Share that would have
      been issuable upon such exercise immediately prior to the occurrence of such
      Fundamental Transaction, the number of shares of Common Stock of the successor
      or acquiring corporation or of the Company, if it is the surviving corporation,
      and any additional consideration (the “Alternate
      Consideration”) receivable upon or as a result of such reorganization,
      reclassification, merger, consolidation or disposition of assets by a Holder
      of
      the number of shares of Common Stock for which this Warrant is exercisable
      immediately prior to such event.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    All
      other provisions of the Warrant
      remain in full force and effect, other than any provision that conflicts with
      the terms and spirit of this amendment.

    


    Agreed
      and Accepted:

    
 

    
      	Bushido
              Managed Interests or
              Assignees                                                                                     
              	 	
              Theater
                Xtreme Entertainment Group, Inc.

            
	 	 	 
	
               

            	 	
               

            
	 	 	 	 	 
	
              by:

            	
               

            	 	
              by:

            	
              James
                J. Vincenzo

            
	
              its:

            	
               

            	 	 	
              CFO

            
	 	 	 	 	 
	
              Dated:

            	
               

            	 	
              Dated: