ex10-6.htm


    VOID
      AFTER 5:00 P.M., EASTERN TIME, ON JULY 19, 2012, OR IF NOT A


    BUSINESS
      DAY, AS DEFINED HEREIN, AT 5:00 P.M., EASTERN TIME ON THE NEXT BUSINESS
      DAY.

    


    WARRANT
      TO PURCHASE 500,000 SHARES OF COMMON STOCK OF

     

    Theater
      Xtreme Entertainment Group, Inc.

     

    


    NO.
      W-007                                                                                                                                                                July
      19,
      2007

    


    TRANSFER
      RESTRICTED - - SEE SECTION 6.02

    


    For
      good and valuable consideration,
      the receipt and adequacy of which are hereby acknowledged by Theater
      Xtreme Entertainment Group, Inc., a Florida corporation (the
“Company”), and intending to be legally bound hereby, the
      Company hereby grants to Universal Capital Management, Inc. and
      its registered, permitted assigns (collectively, the
“Warrantholder”), subject to the terms and conditions hereof,
      the right and option to purchase Five Hundred Thousand
      (500,000) fully-paid and nonassessable shares of the Company’s common
      stock, par value $.001 per share (the “Common
      Stock”).

    


    ARTICLE
      I

     

    Section
      1.01.  Definition
      of Terms.  As used in this Warrant, the following capitalized
      terms shall have the following respective meanings:

     

    (a)  Business
      Day:  A day other than a Saturday, Sunday or other day on
      which banks in the State of Delaware are authorized by law to remain
      closed.

     

    (b)  Common
      Stock Equivalents:  Securities that are convertible into or
      exercisable or exchangeable for shares of Common Stock or of which Common Stock
      is a part.

     

    (c)  Exercise
      Price Per Share:  One Dollar and No Cents ($1.00), subject to
      adjustment as provided in Article III hereof.

     

    (d)  Securities
      Act:  The Securities Act of 1933, as amended.

     

    (e)  Warrant:  This
      warrant, and all other warrants that may be issued in its place or in exchange
      or satisfaction therefor, including without limitation, any issued pursuant
      to
      Section 2.02(c) hereof.

     

    (f)  Warrant
      Expiration Date:  5:00 P.M., Eastern time, on July
      19, 2012, or, if such day is not a Business Day, the next day which is
      a Business Day.

     

    (g)  Warrantholder:  The
      person(s) or entity(ies) to whom this Warrant is originally issued, or any
      successor in interest thereto, or any assignee or transferee thereof, in whose
      name this Warrant is registered upon the Warrant Register or other books
      maintained by the Company for that purpose.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II

     

    Duration
      and Exercise of Warrant

    


    Section
      2.01.  Duration
      of Warrant.  Subject to the terms contained herein, this
      Warrant may be exercised from time to time, on or before the Warrant Expiration
      Date.  If this Warrant is not exercised in full on or before the
      Warrant Expiration Date, it shall become void to the extent not exercised,
      and
      all unexercised rights hereunder shall thereupon cease.

     

    Section
      2.02.  Exercise
      of Warrant.  (a) The Warrantholder may exercise this Warrant,
      in whole or in part by presentation and surrender of this Warrant to the Company
      at its corporate office at 250 Corporate Blvd, Suite E, Newark, DE
      19702, with the Subscription Form annexed hereto duly executed and
      accompanied by payment (by certified or official bank check payable to the
      order
      of the Company) of the Exercise Price Per Share for each share to be purchased
      pursuant to such Subscription Form.

     

    (b)  Upon
      the
      Company's receipt of this Warrant with the Subscription Form duly executed
      and
      accompanied by payment of the Exercise Price Per Share for each share to be
      purchased pursuant to such Subscription Form as set forth in subsection (a)
      of
      this Section 2.02, the Company shall promptly cause to be issued certificates
      for the total number of whole shares of Common Stock which constitute the number
      of shares for which this Warrant is being exercised (adjusted to reflect the
      effect of the antidilution provisions contained in Article III hereof, if any,
      and as provided in Section 4.04 hereof) in such denominations as have been
      requested on the Subscription Form, and the Company shall thereupon cause such
      certificates to be delivered to the Warrantholder promptly.

     

    (c)  In
      case
      the Warrantholder shall exercise this Warrant with respect to fewer than all
      of
      the shares which may be purchased under this Warrant, the Company shall promptly
      execute a new warrant in the form of this Warrant for the balance of such shares
      and promptly deliver such new warrant to the Warrantholder.

     

    (d)  The
      Company shall pay any and all documentary, stamp, transfer or other
      transactional taxes attributable to the issuance of this Warrant or any shares
      issuable upon exercise of this Warrant.  The Company shall not,
      however, be required to pay any tax imposed on income or gross receipts of
      the
      Warrantholder or any tax which may be payable by the Warrantholder in respect
      of
      any transfer involved in the issuance or delivery of this Warrant in a name
      other than that of the Warrantholder at the time of surrender and, until the
      payment of such tax, shall not be required to issue any such
      securities.

     

    


    ARTICLE
      III

     

    Adjustment
      of Shares of Common Stock

    Purchasable
      and of Exercise Price

    


    The
      Exercise Price Per Share and the number and kind of shares of capital stock
      issuable upon exercise of this Warrant shall be subject to adjustment from
      time
      to time upon the happening of certain events as provided in this Article
      III.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    Section
      3.01.  Adjustments.
      (a) If at any time prior to the exercise of this Warrant in full,
      the
      Company shall (i) pay a dividend or make a distribution on its shares of Common
      Stock in either case in shares of Common Stock or other securities of the
      Company; (ii) subdivide, reclassify or recapitalize its outstanding Common
      Stock
      into a greater number of shares; (iii) combine, reclassify or recapitalize
      its
      outstanding Common Stock into a smaller number of shares; or (iv) issue by
      reclassification of its Common Stock any shares of capital stock of the Company,
      then the Exercise Price Per Share in effect at the time of the record date
      of
      such dividend, distribution, subdivision, combination, reclassification or
      recapitalization, and the aggregate number and kind of securities purchasable
      hereunder shall be equitably adjusted to the extent (if any) necessary so that
      the Warrantholder shall be entitled to receive, upon exercise of this Warrant,
      the aggregate number and kind of securities which, if this Warrant had been
      exercised in full immediately prior to the time of such dividend, distribution,
      subdivision, combination, reclassification, or recapitalization such
      Warrantholder would have owned upon such exercise(s) and been entitled to
      receive upon such dividend, distribution, subdivision, combination,
      reclassification or recapitalization in exchange for the aggregate exercise
      price which would have been required to be paid by the
      Warrantholder.  Any adjustment required by this subsection (a) shall
      be made each time an event listed in this subsection (a) shall
      occur.

     

    (b)  No
      adjustment in the Exercise Price Per Share shall be required unless such
      adjustment would require an increase or decrease of at least five cents ($.05)
      in such price; provided, however, that any adjustment which by
      reason of this subsection (c) is not required to be made shall be carried
      forward and taken into account in any subsequent adjustment.  All
      calculations under this Section 3.01 shall be made to the nearest cent or to
      the
      nearest one-hundredth of a share, as the case may be.

     

    (c)  If
      at any
      time, as a result of any adjustment made pursuant to subsection (a) of this
      Section 3.01, the Warrantholder shall become entitled to receive any securities
      of the Company other than Common Stock, thereafter the number of such securities
      so receivable upon exercise of any Warrant shall be subject to adjustment from
      time to time in a manner and on terms as nearly equivalent as practicable to
      the
      provisions with respect to the Common Stock contained in this Section
      3.01.

     

    (d)  If,
      as a
      result of an adjustment made pursuant to this Article III, the Warrantholder
      shall become entitled to receive shares of two or more classes of capital stock
      or shares of Common Stock and other securities of the Company (other than as
      may
      be contemplated by this Warrant), the Board of Directors (whose determination
      shall be conclusive and shall be described in a written notice to the
      Warrantholder promptly after such adjustment) shall determine in good faith
      the
      allocation of the adjusted per share price between or among such shares or
      classes of capital stock or shares of Common Stock and of other securities,
      as
      the case may be.

     

    Section
      3.02.  Notice
      of Adjustment.  Whenever the number of shares purchasable
      hereunder or the Exercise Price Per Share is adjusted as herein provided, the
      Company shall prepare and deliver to the Warrantholder a certificate signed
      by
      its President or a Vice President and by its Treasurer or Secretary, setting
      forth the adjusted number of shares purchasable upon exercise of this Warrant,
      and the Exercise Price of such securities after such adjustment, setting forth
      a
      brief statement of the facts requiring such adjustment and setting forth the
      computation by which such adjustment was made.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      3.03.  No
      Adjustment for Dividends.  No adjustment in respect of any
      cash dividends shall be made during the term of this Warrant or upon the
      exercise of this Warrant.

     

    Section
      3.04.  Preservation
      of Purchase Rights in Certain Transactions.  In case of any
      capital reorganization, or any consolidation or merger to which the Company
      is a
      party, or in case of any sale or conveyance to another entity of all or
      substantially all of the assets of the Company, or in the case of any statutory
      exchange of securities with another entity (including any exchange effected
      in
      connection with a merger of another corporation into the Company), the
      Warrantholder shall have the right thereafter to receive on the exercise of
      this
      Warrant the kind and amount of securities, cash or other property which the
      Warrantholder would have owned or have been entitled to receive immediately
      after such reorganization, consolidation, merger, exchange, sale or conveyance
      if this Warrant had been exercised immediately prior to the effective date
      of
      such reorganization, consolidation, merger, exchange, sale or conveyance and
      in
      any such case, if necessary, appropriate adjustment shall be made in the
      application of the provisions set forth in this Article III with respect to
      the
      rights and interests thereafter of the Warrantholder to the end that the
      provisions set forth in this Article III shall thereafter correspondingly be
      made applicable, as nearly as may reasonably be possible, in relation to any
      shares of stock or other securities or property thereafter deliverable on the
      exercise of this Warrant.  The provisions of this Section 3.04 shall
      similarly apply to successive reorganizations, consolidations, mergers,
      exchanges, sales or conveyances which occur prior to the exercise, repurchase
      or
      expiration of this Warrant.  The issuer of any shares of capital stock
      or other securities or property thereafter deliverable on the exercise of this
      Warrant shall be jointly and severally liable for all of the agreements and
      obligations of the Company hereunder.

     

    Section
      3.05.  Form
      of Warrant After Adjustments.  The form of this Warrant need
      not be changed because of any adjustments in the Exercise Price Per Share or
      the
      number or kind of shares or other securities purchasable hereunder.

     

    ARTICLE
      IV

     

    Other
      Provisions Relating

    to
      Rights of Warrantholder

    


    Section
      4.01.  No
      Rights as Stockholders; Notice to Warrantholder.  Nothing
      contained in this Warrant shall be construed as conferring on the Warrantholder
      in its position as such or upon its transferees the right to vote or to receive
      dividends or to consent or to receive notice as a stockholder in respect of
      any
      meeting of stockholders for the election of directors of the Company or of
      any
      other matter, or any other rights whatsoever as stockholders of the
      Company.

     

    Section
      4.02.  Lost,
      Stolen, Mutilated or Destroyed Warrants.  If this Warrant is
      lost, stolen, mutilated or destroyed, the Company may, on such terms as to
      indemnity or otherwise as it may in its reasonable discretion impose (which
      shall, in the case of a mutilated Warrant, include the surrender thereof),
      issue
      a new Warrant of like denomination and tenor as, and in substitution for, this
      Warrant.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      4.03.  Reservation
      of Shares.

     

    (a)  The
      Company shall at all times reserve and keep available for the exercise of this
      Warrant such number of authorized shares of Common Stock and other securities
      as
      are sufficient to permit the exercise in full of this Warrant.

     

    (b)  The
      Company covenants and agrees that all shares of Common Stock issued on exercise
      of this Warrant will, upon payment of the respective Exercise Price therefor
      in
      accordance with the terms hereof, be validly issued, fully paid, nonassessable
      and free of any preemptive or similar rights.

     

    Section
      4.04.  No
      Fractional Shares.  Anything contained herein to the contrary
      notwithstanding, the Company shall not be required to issue any fraction of
      a
      share in connection with the exercise of this Warrant, and in any case where
      the
      Warrantholder would, except for the provisions of this Section 4.04, be entitled
      under the terms of this Warrant to receive a fraction of a share upon the
      exercise of this Warrant, the Company shall, upon the exercise of this Warrant
      and receipt of the Exercise Price Per Share, issue the smaller number of whole
      shares purchasable upon exercise of this Warrant and shall make an equitable
      cash adjustment in respect of such fraction of a share to which the
      Warrantholder would otherwise be entitled.

     

    ARTICLE
      V

     

    Treatment
      of Warrantholder

    


    Prior
      to
      due presentment for registration or transfer of all or any portion of this
      Warrant in compliance with Section 6.02 hereof, the Company may deem and treat
      the Warrantholder as the absolute owner of this Warrant (notwithstanding any
      notation of ownership or other writing hereon) for all purposes and shall not
      be
      affected by any notice to the contrary.  Upon such due presentment,
      the Company shall register the transfer and the assignee on its books and
      records.

    


    


    ARTICLE
      VI

     

    Split-Up,
      Combination.

    Exchange
      and Transfer of Warrants

    


    Section
      6.01.  Split-Up,
      Combination, Exchange and Transfer of Warrants. Subject to the
      provisions of Section 6.02 hereof, this Warrant may be split up, combined or
      exchanged for another Warrant or Warrants containing the same terms to purchase
      a like aggregate number of shares of Common Stock.  If the
      Warrantholder desires to split up, combine or exchange this Warrant, it shall
      make such request in writing delivered to the Company and shall surrender to
      the
      Company this Warrant and any other Warrant to be so split up, combined or
      exchanged.  Upon any such surrender for a split up, combination or
      exchange, the Company shall execute and deliver to the person entitled thereto
      a
      Warrant or Warrants, as the case may be, as so requested.  The Company
      shall not be required to effect any split up, combination or exchange which
      will
      result in the issuance of a Warrant entitling the Warrantholder to purchase
      upon
      exercise a fraction of a share of Common Stock.  The Company may
      require such Warrantholder to pay a sum sufficient to cover any tax or
      governmental charge that may be imposed in connection with any split up,
      combination or exchange of Warrants.  This Warrant may be transferred
      by a Holder in whole or in part, at any time and from time
      to time, subject to the restrictions set forth in Section 6.02.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      6.02.  Restrictions
      on Transfer.  Neither this Warrant nor any of the shares of
      Common Stock issuable upon the exercise hereof may be sold, hypothecated,
      assigned or transferred (any such action, a "Transfer"), unless
      (i) the Company has received from counsel satisfactory to the Company an opinion
      reasonably satisfactory to the Company that such Transfer may be made without
      compliance with the registration provisions of the Securities Act or any other
      applicable securities law and that the proposed Transfer may be made without
      violation of the Securities Act or any other applicable securities law, or
      (ii)
      a registration statement filed by the Company covering the securities to be
      Transferred is in effect under the Securities Act and all other applicable
      securities laws.

     

    


    ARTICLE
      VII

     

    Securities
      Laws Compliance Procedures

    


    Section
      7.01.  Securities
      Laws Compliance Procedures. Warrantholder represents and acknowledges
      that (i) he or she knows, or has had the opportunity to acquire, all information
      concerning the business, affairs, financial condition and prospects of the
      Company which it deems relevant to making a fully informed decision regarding
      the consummation of the transactions contemplated hereby and (ii) it has been
      supplied with copies of the Company's latest annual report on Form 10-K, the
      Company's latest quarterly report on Form 10-Q, the Company's latest proxy
      statement, and the Company's latest annual report to
      stockholders.  Without intending any limitation on the generality of
      the foregoing, Warrantholder understands and acknowledges that neither the
      Company nor anyone acting on its behalf has made any representations or
      warranties other than those contained herein respecting the Company or the
      future conduct of Company's business and Warrantholder has not relied upon
      any
      representations or warranties other than those contained herein in the belief
      that they were made on behalf of the Company.

     

    Section
      7.02.  No
      Registration Obligation. Warrantholder understands and acknowledges
      that neither this Warrant nor any of the shares issuable upon exercise of this
      Warrant have been registered under the Securities Act or any state securities
      law and that the Company has no obligation to effect any such
      registration.

     

    ARTICLE
      VIII

     

    Other
      Matters

     

    Section
      8.01.  Expenses
      of Transfer.  The Company shall from time to time promptly
      pay, subject to the provisions of Section 6.01 and subsection (d) of Section
      2.02, all documentary, stamp, transfer or other transactional taxes that may
      be
      imposed upon the Company in respect to the issuance or delivery of securities
      issuable upon the exercise of this Warrant.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      8.02.  Successors
      and Assigns.  All the covenants, obligations and provisions
      of this Warrant by or for the benefit of the Company and the Warrantholder
      shall
      also bind and inure to the benefit of their respective successors and assigns
      hereunder.

     

    Section
      8.03.  Governing
      Law.  This Warrant shall be governed by and construed in
      accordance with the laws of the State of Delaware, without
      regard to the law of conflicts.

     

    Section
      8.04.  Severabilitiy.  In
      the event that any one or more of the provisions contained herein, or the
      application thereof in any circumstances, is held invalid, illegal or
      unenforceable, the validity, legality and enforceability of any such provisions
      in every other respect and of the remaining provisions contained herein shall
      not be affected or impaired thereby.

     

    Section
      8.05.  Integration/Entire
      Agreement.  This Warrant is intended by the parties as a
      final expression of their agreement and intended to be a complete and exclusive
      statement of the agreement and understanding of the parties hereto in respect
      of
      the subject matter contained herein.  This Warrant supersedes all
      prior agreements and understandings between the parties with respect to such
      subject matter.

     

    Section
      8.06.  Notices.  Notice
      or demand pursuant to this Warrant to be given or made shall be sufficiently
      given or made if sent by registered or certified mail, postage prepaid, or
      by
      overnight courier, addressed, until another address is designated in writing
      by
      the intended recipient in the manner set forth in this Section 8.06, as
      follows:

     

    As
      to
      Company:                                   Theater
      Xtreme Entertainment Group, Inc.

    250
      Corporate Blvd, Suite
      E

    Newark,
      DE  19702

    Attn:
      Chief Financial
      Officer

    As
      to
      Warrantholder:

    Universal
      Capital Management,
      Inc.

    2601
      Annand Drive

    Suite
      16

    Wilmington,
      De  19808

    


    Section
      8.07.  Headings.  The
      headings herein have been inserted for convenience of reference only and are
      not
      part of this Warrant and shall not affect the interpretation
      thereof.

     

    IN
      WITNESS WHEREOF, this Warrant has been duly executed by the Company as
      of the day and year first above written.

    


    Theater
      Xtreme Entertainment Group,
      Inc.

    


    


    By:
/s/
      James J.
      Vincenzo

    
      	
               

            	
              Name:

            	
              James
                J. Vincenzo

            


    

    
      	
               

            	
              Title:

            	
              CFO

            


    

    



    
      
        
           
    

         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

    


    


    


    (To
      be
      executed only upon assignment of Warrant Certificate)

    


    


    


    For
      value received, _______________
      hereby sells, assigns and transfers unto _____ the within Warrant No. _______,
      together with all right, title and interest therein, and does hereby irrevocably
      constitute and appoint ___________ attorney, to transfer the said Warrant
      Certificate on the books of ___________________________, Inc. with respect
      to
      the number of shares set forth below, with full power of substitution in the
      premises:

    


    
      	
              Name(s)

              of
                Assignee(s)

            	
              Address

            	
              No.

              of
                Shares

            	
              Taxpayer

              Identification
                No.

            
	 	 	 	 
	 	 	 	 


    

    


    


    If
      this
      Assignment shall not be for the right to purchase all the shares under the
      Warrant, a new Warrant shall be issued in the name of the undersigned for the
      remaining balance of such shares.

    


    Name:
      __________________________                                                                                     Name:
      ____________________________

    Address:
      _________________________                                                                                                Address:
      __________________________

                   _________________________                                  _________________________

    


    Signature_________________________                                                                                                Signature
      __________________________

    


    
      	
               

            	
              Note:

            	
              The
                above signature(s) should correspond exactly with the name on the
                first
                page of this Warrant.  If the Warrant is in more than one name,
                all holders must sign.

            


    

    


    


    


    Dated:
      ___________________, ____


    
      
        
              

        

         

      

      
         

        
          

        

      

      
         

      

    


    SUBSCRIPTION
      FORM

    (To
      be
      executed upon exercise of Warrant)

    


    


    


    


    
      	
              To:

            	
              Theater
                Xtreme Entertainment Group,
                Inc

            


    

    250
      Corporate Blvd. Suite E

    Newark,
      DE  19702

    


    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant No. W-007 for, and to
      purchase thereunder, __________* shares of Common Stock as provided for therein,
      and tenders herewith payment of the purchase price in full in the form of a
      certified or official bank check in the amount of $_____________

    


    The
      undersigned understands that the Shares have not been registered under the
      Securities Act of 1933, as amended (the "Act") or under any state securities
      law, and the Company is under no obligation to do so.  The undersigned
      understands that the Shares may not be resold or otherwise transferred in the
      absence of such applicable registrations or exemptions from the registration
      requirements.  The undersigned understands that it may have to hold
      the Shares for the indefinite future.  The undersigned understands
      that the Shares are "restricted securities" within the meaning of Rule 144
      promulgated under the Act and the Company has no obligation to make any
      information available or to file any reports to permit sales to be made under
      such rule.

    


    The
      undersigned represents and warrants to the Company that it (a) has been advised
      and understands that the Shares may not be transferred without compliance with
      all applicable Federal and state securities laws; and (b) has had all material
      information about the Company's business and financial condition made available
      to it prior to exercise of the Warrant, and that it was afforded the opportunity
      to ask questions of and receive answers from the officers and directors of
      the
      Company with respect to the Company's business affairs and
      prospects.

    


    The
      undersigned represents and warrants that it is acquiring the Shares for its
      own
      account as principal for investment and not with a view to resale or
      distribution, and that it has such knowledge and experience in financial and
      business matters as will enable it to evaluate the merits and risks of the
      proposed investment in the Shares.

    


    The
      undersigned understands that the Share certificate shall bear a restrictive
      legend with respect to the transferability of the Shares.

    


    Please
      issue a certificate or certificates for such shares of Common Stock in the
      name
      of _____________ with an address of ____________ in the following
      denominations:

    


    



    
      
        
             

        

         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
               

              Number
                of Certificate(s)

            	
              Shares
                Evidenced by

              Each
                Certificate

            	
               

              Total

            
	 	 	 
	 	 	
              ____________

            
	
              Total

            	 	
              ____________

            


    

    


    


    Name:
      _____________________                                                                           
Name:____________________________

    Address:
      ___________________                                                                           Address:
      __________________________

    Taxpayer
      Identification
      No.____                                                                             
 Taxpayer Identification No.___________

    Signature
      ___________________                                                                           Signature
      __________________________

    


    
      	
               

            	
              Note:

            	
              The
                above signature(s) should correspond exactly with the name on the
                first
                page of this Warrant.  If the Warrant is in more than one name,
                all holders must sign.

            


    

    


    


    *If
      such
      number of shares shall not be all the shares of Common Stock purchasable under
      the within Warrant Certificate, a new Warrant Certificate shall be issued in
      the
      name of the undersigned for the balance remaining of the shares of Common Stock
      purchasable thereunder.

    


    


    


    


    Dated:
      ____________, ____