ex10-1.htm


    THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTS AS TO THE NOTE UNDER THE ACT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS NOT
REQUIRED.

    


    


    CONVERTIBLE
PROMISSORY NOTE

    


    
      	
              $100,000.00

            	
              MARCH
               
      , 2008

            


    

     

    1.              Promise to
Repay.  Theater Xtreme Entertainment Group, inc., a Florida
Corporation (the “Borrower”), promises to pay
(“Lender”), or its
registered assigns, the principal sum of One Hundred Thousand Dollars
($100,000.00) together
with interest thereon at the rate hereinafter specified and any and all other
sums which may be due and owing to the Lender in accordance with the terms
contained herein (including, without limitation, the issuance of a warrant to
Lender as contemplated in Section 6 below) as repayment of the loan that the
Lender has made to Borrower on the date hereof.

     

    2.              Interest.  Borrower
shall pay interest from the date of this Convertible Promissory Note (this
“Note”) on the principal
amount outstanding from time to time at a rate per annum equal to Nineteen
percent (19%), compounded monthly. The interest shall be due on the first to
occur of (i) the Maturity Date (as defined below), (ii) upon repayment of the
Note in full, or (iii) on conversion of the principal amount plus accrued
interest, if any, of the Note to Common Shares in Borrower (“Financing Offering”), as
provided in Section 7 below.

     

    3.              Calculation of
Interest.  Interest on the principal amount of this Note shall
be calculated on the basis of a 360 day year factor applied to the actual days
on which there exists an unpaid principal balance due under this
Note.

     

    4.              Maturity.  The
principal balance of this Note, together with all then unpaid and accrued
interest, shall be due and payable in full on the date that is one hundred
eighty (180) days from the date of this Note (the “Maturity Date”).

     

    5.              Prepayment.  The
Borrower may prepay this Note, together with all then unpaid and accrued
interest, in whole or in part at any time or from time to time without penalty
or additional interest. Any amounts prepaid hereunder shall be applied as
provided in Section 9 below.

     

    6.              Warrant.  Simultaneously
with the issuance of this Note, the Borrower hereby grants to the Lender a
warrant to purchase 50,000 Common Shares with an
exercise price equal to Fifty
Cents ($0.50) per share (the “Warrant”). The Warrant shall
be in substantial form and substance as Exhibit A, attached hereto.

     

    7.              Conversion.  Lender
may convert the principal balance plus accrued interest, if any, in whole or in
part, into Common Shares, at its election at any time prior to payment (the
“Conversion”). The
conversion price for this Note shall be equal to Ten Cents ($0.10) per
share.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If Lender
undertakes the Conversion, Lender shall notify Borrower of the Conversion (the
“Conversion Notice”)
including the amount of the principal balance of the Note plus accrued interest
up to, but not including, the Note Conversion Date (as defined below) to be
converted.  The effective date of the Conversion shall be the date of
the Conversion Notice (the “Note Conversion Date”). Any
amounts so converted to Common Shares shall reduce on a dollar for dollar basis
the outstanding principal balance and accrued interest, if any, of this
Note.

     

    On full conversion of the Note, Lender
shall surrender this Note at Borrower’s principal executive office, or, if this
Note has been lost, stolen, destroyed or mutilated, then, in the case of loss,
theft or destruction, Lender shall deliver an indemnity agreement reasonably
satisfactory in form and substance to Borrower or, in case of mutilation, Lender
shall surrender and cancel this Note. On Conversion, Lender will be entitled to
any accrued but unpaid interest on the converted principal amount of this Note
which has not been converted into Common Shares as described above through the
Note Conversion Date. Borrower warrants that Common Shares issuable on the
Conversion will, upon Conversion, be validly issued, fully paid and
non-assessable and free from all taxes, liens and charges in respect to issue
thereof.

     

    8.              Representations
and Warranties of Lender.  To induce
Borrower to accept the loan evidenced by this Note, Lender represents and
warrants to Borrower as follows:

     

    (a)            Own Account.  Lender
understands that the shares of Common Stock into which this Note is convertible,
and the shares underlying the Warrant referred to in Section 6 have not been
registered under the Act or any applicable state securities law.  If
Lender acquires any such shares Lender will do so as principal for Lender’s own
account and not with a view to or for distributing or reselling any such
securities or any part thereof, has no present intention of distributing any of
such securities in violation of the Act or any applicable state securities law
and has no direct or indirect arrangement or understanding with any other person
or entity to distribute or regarding the distribution of any of such securities
in violation of the Act or any applicable state securities law.

     

    (b)            Borrower Status. Lender is an
“accredited investor” as defined in Rule 501(a) promulgated under the
Act.

     

    (c)            Experience of
Borrower.  Lender has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the investment in Borrower (including the making of the
loan evidenced by this Note) and has evaluated the merits and risks of such
investment.  Lender is able to bear the economic risk of an investment
in this Note and such other securities of the Borrower and, at the present time,
is able to afford a complete loss of such investment.

     

    (d)           Available
Information.  Lender understands and acknowledges
that:

     

    (i)           
Lender
has been given access to, and prior to the execution of this Note, performed its
own due diligence investigation and has had the opportunity to ask questions of
and receive answers from, Borrower (and to analyze its responses) concerning the
business and operations of the Borrower and to obtain any other information that
Lender requested with respect to the Borrower’s operations and Lender’s proposed
loan to the Borrower in order to evaluate the investment and verify the accuracy
of all information furnished to the Lender regarding the Borrower;
and

     

    
      
        
        

      

      
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    (ii)            Lender
has been given access to and has read all of the Borrower’s SEC
filings.

     

    (e)            Residence. Lender is a bona fide resident at the
address indicated for Lender in Section 15.

     

    (f)            
Insufficient Authorized
Shares.  Lender understands that the Borrower does not have
enough authorized shares of common stock to allow full Conversion of this Note
and full exercise of the Warrant referred to in Section 6 while Lender is
completing a currently contemplated offering of Preferred Stock and
Warrants.  Consequently, Lender understands and acknowledges that
Lender may not be able to obtain all such shares on Conversion or on such
exercise in the absence of shareholder approval of an amendment of the Articles
of Incorporation of Borrower.

     

    (g)            Piggy-Back Registration. If at
any time prior to the date that the Common Shares may be sold pursuant to Rule
144(k) promulgated under the Securities Act of 1933 there is not an effective
registration statement filed with the Securities and Exchange Commission (“Commission”) covering
the resale of all of the Common Shares purchased, by conversion, by the
undersigned pursuant to this Convertible Promissory Note (the “Registrable
Shares”) and the Company shall prepare and file with the Commission a
registration statement relating to an offering for its own account or the
account of others under the Securities Act of 1933 of any of its equity
securities, then the Company shall send to the undersigned a written notice of
such filing and, if within ten (10) days after the date of such notice, the
undersigned shall so request in writing, the Company shall amend such
registration statement to include therein all or any part of the Registrable
Shares the undersigned requests to be registered; provided, however, that the
Company shall only be obligated to offer such registration right to the
undersigned one time.

     

    


     

    9.               
Payments.  Payments
of interest must be made in such coin or currency of the United States of
America as at the time of payment is legal tender of the payment of public and
private debts. Payments received after 2:00 P.M. will be treated as being
received on the next banking day If any interest is paid on this Note that is
deemed to exceed the then legal maximum rate, that portion of the interest
payment representing an amount in excess of the then legal maximum rate will be
credited and applied to the next payment of interest due under this Note, if
any, or otherwise returned to Borrower.

     

    10.              Cure
Period.  If any payment is not paid by the due date set forth
herein, Lender shall notify Borrower in writing. Borrower shall have five (5)
business days from the date of such notification to make full payment (the
“Cure
Period”).

     

    11.              Default and
Remedies.  Any failure to make any payments due under this Note
when due or within the applicable Cure Period or upon the failure to comply with
any other terms and provisions of this Note shall be a default under this Note
and shall entitle Lender to all of the rights and remedies specified herein or
otherwise available under applicable law. Upon a default, the entire unpaid
principal balance of this Note, together with all accrued but unpaid interest
and other sums due hereunder shall immediately become due and payable in full
and Lender shall have the right to bring suit for such amount and to exercise
any other remedies available. The Borrower hereby waives presentment, demand for
payment, notice of dishonor, notice of protest, and all other notices of demands
in connection with the delivery, acceptance and performance of this
Note.

     

    
      
        
        

      

      
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    12.             
Costs of
Collection.  If at any time the indebtedness evidenced by this
Note is collected through legal proceedings or this Note is placed in the hands
of an attorney or attorneys for collection, borrower hereby agrees to pay all
reasonable costs and expenses (including attorneys’ fees) incurred by the Lender
in collecting or attempting to collect such indebtedness.

     

    13.              Governing
Law.  This Note and all actions arising out of or in connection
with this Note shall be governed by and construed in accordance with the laws of
the State of Delaware.

     

    14.              No
Waiver.  The delay or failure of Lender to exercise its rights
hereunder shall not be deemed a waiver thereof. No waiver of any rights of the
Lender shall be effective unless in writing and signed by Lender and any waiver
of any right shall not apply to any other right or to such right in any
subsequent event or circumstance not specifically included in such
waiver.

     

    15.              Notices.  Any
Notices or other communication required hereunder shall be deemed properly given
if delivered in person or if mailed by registered or certified mail. Postage
prepaid, return receipt requested to the parties at the following
addresses:

     

    
      	 
      	
              If
      to the Borrower, to:

            
	 
      	 
      
	 
      	
              Theater
      Xtreme Entertainment Group, Inc.

            
	 
      	
              250
      Corporate Boulevard

            
	 
      	
              Suites
      E&F

            
	 
      	
              Newark,
      DE  19702

            
	 
      	
              Attention:
      CFO

            
	 
      	
              Facsimile:  312-455-1612

            
	 
      	 
      
	 
      	
              With
      a copy to:

            
	 
      	 
      
	 
      	
              Ballard
      Spahr Andrews & Ingersoll LLP

            
	 
      	
              1735
      Market Street

            
	 
      	
              51st
      Floor

            
	 
      	
              Philadelphia,
      PA  19103

            
	 
      	
              Attention:
      Steven B. King, Esq.

            
	 
      	
              Facsimile:  215-864-9961

            
	 
      	 
      
	 
      	
              if
      to Lender:

            
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Address:

            
	 
      	 
      
	 
      	 
      
	 
      	
              Facsimile:                     
      

            
	 
      	 
      
	 
      	
              With
      a copy to:

            
	 
      	                                       
        
	 
      	                                       
        
	 
      	                                       
        
	 
      	                                       
       


    


    
      
         


      

      
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    IN WITNESS WHEREOF, 
Borrower has caused this Note to be executed on its behalf by its duly
authorized officer as of the day and year first above written.

    


    


    
      	 
      	
              Theater
      Xtreme Entertainment Group Inc., a 

            
	 
      	Florida
      corporation,
	 
      	 
      
	 
      	
              By:                                              
      

            
	 
      	 
      	
              Scott
      R. Oglum

            
	 
      	 
      	
              Chairman
      and Chief Executive Officer

            


    

    



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