ex10-4.htm


    GUARANTY
      AND PLEDGE AGREEMENT

     

    THIS
      GUARANTY AND PLEDGE AGREEMENT, dated this 20th day of July, 2007, by and between
      SCOTT OGLUM, an individual residing at 115 Christina Landing, Wilmington,
      Delaware 19801 (“Guarantor”), and in favor of Mr. Ricardo Salas, an individual,
      residing at 64 Ritz Cove Drive, Monarch Beach, CA 92629-4229,
      (“Lender”).

    


    W
      I T N E S S E T H:

     

    A.  Theater
      Xtreme Entertainment Group, Inc., a Florida corporation, at 250 Corporate Blvd.,
      Newark, DE 19702 (“Borrower”), has requested that Lender extend a loan (the
“Loan”) to Borrower in the principal amount of One Hundred Thousand Dollars and
      Lender has agreed to make such Loan to Borrower.

     

    B.  Borrower
      has executed and delivered to Lender a Promissory Note dated the date hereof
      in
      the principal amount of $100,000.00 (the “Note”).

     

    C.  Lender
      is
      willing to make the Loan to Borrower in consideration, among other things,
      of
      the covenants and obligations made and assumed by Guarantor as herein set
      forth.

     

    D.    As
      security
      for the obligations of Guarantor hereunder, Guarantor has agreed to pledge
      to
      Lender the Pledged Securities, as defined herein.

     

    NOW
      THEREFORE, for good and valuable consideration, intending to be legally bound
      hereby, Guarantor agrees as follows:

     

    1.  Guarantor
      hereby guarantees, as surety, the punctual performance of all of the Borrower’s
      obligations, including without limitation thereto, payment of money, pursuant
      to
      the terms of the Note (the “Obligations”).

     

    2.  Guarantor
      agrees to pay Lender all costs and expenses (including reasonable attorney’s
      fees) at any time incurred by Lender in the enforcement of this Guaranty against
      Guarantor.

     

    3.  This
      shall be an agreement of suretyship as well as of guaranty and Lender, without
      being required to proceed first against the Borrower or any other person or
      entity, may proceed directly against Guarantor whenever the Borrower fails
      to
      make any payment when due or otherwise fails to perform any Obligation owed
      or
      hereafter owed to Lender.  Guarantor hereby waives all notices of any
      character whatsoever with respect to this Guaranty and the Borrower’s
      obligations to Lender, including but not being limited to notice of the
      acceptance hereof and reliance hereon and notice of any defaults of Borrower
      pursuant to the Note.  Guarantor hereby consents to the taking of, or
      failure to take, from time to time, without notice to Guarantor, any action
      of
      any nature whatsoever with respect to the Borrower’s obligations to Lender and
      with respect to any rights against any person or persons (including the Borrower
      and Guarantor) or any property, including but not limited to, any renewals,
      extensions, modifications, waivers, surrenders, exchanges and releases, and
      Guarantor will remain fully 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    liable
      hereunder.  Guarantor hereby waives the benefit of all laws now or
      hereafter in effect in any way limiting or restricting his, her or its liability
      hereunder, including without limitation thereto (i) all defenses whatsoever
      to
      his her or its liability hereunder except the defense of payments made on
      account of Borrower’s liabilities to Lender and the Guarantor’s liability
      hereunder, and (ii) all right to stay of execution and exemption of property
      in
      any action to enforce the liability of Guarantor hereunder.  Guarantor
      hereby waives any benefit of and any right to participate in any other security
      for the Note now or hereafter held by Lender.

     

    4.  This
      Agreement shall be binding upon Guarantor and his or her heirs and personal
      representatives and shall inure to the benefit of Lender and its successors
      and
      assigns.

     

    5.  Guarantor
      will not exercise any rights with respect to Lender or Borrower related to
      or
      acquired in connection with or as a result of Guarantor’s making of this
      Guaranty which Guarantor may acquire by way of subrogation, indemnification
      or
      contribution, by reason of payment made by Guarantor hereunder or otherwise,
      until after the date on which all of the obligations of Borrower secured hereby
      shall have been satisfied in full, and until such time any such rights of
      Guarantor against the Borrower shall be fully subordinate in lien and payment
      to
      any claim in connection with such obligations which Lender now or hereafter
      has
      against the Borrower.  If any amount shall be paid to Guarantor on
      account of such subrogation, indemnification or contribution at any time when
      all of such obligations and all other expenses guaranteed pursuant hereto shall
      not have been paid in full, such amount shall be held in trust for the benefit
      of Lender, shall be segregated from other funds of Guarantor and shall forthwith
      be paid over to Lender to be applied in whole or in part by Lender against
      the
      obligations secured hereby, whether matured or unmatured, in such order as
      Lender shall determine in its sole discretion.  If Guarantor shall
      make a payment to Lender of all or any portion of the obligations secured
      hereby, and all of such obligations shall be paid in full, Guarantor’s right of
      subrogation shall be without recourse to and without any implied warranties
      by
      Lender and shall remain fully subject and subordinate to Lender’s right to
      collect any other amounts which may thereafter become due to Lender by the
      Borrower in connection with such obligations.

     

    6.  Any
      notice which may hereafter be given by or to Lender with respect to this
      Guaranty must be in writing and shall be sufficiently given if hand delivered
      with a signed receipt therefore or if deposited in the U.S. mail, by certified
      mail, return receipt requested, postage prepaid, addressed to Guarantor as
      set
      forth below his, her or its signature hereto and addressed to Lender as set
      forth above (or to such other place as the Guarantor or Lender, by written
      notice as aforesaid, shall advise the other).  Guarantor agrees to
      give Lender prompt written notice of each change of such Guarantor’s
      address.

     

    7.  If
      any
      claim is made upon Lender for repayment or recovery of any amount or amounts
      received by Lender in payment or on account of any obligations of Borrower
      to
      Lender and Lender repays all or part of said amount by reason of (i) any
      judgment, decree or order of any court or administrative body having
      jurisdiction over Lender or any of its property, or (ii) any settlement or
      compromise in good faith with any such claimant (including Borrower), then
      and
      in such event Guarantor agrees that any such judgment, decree, order, settlement
      or compromise shall be binding upon Guarantor, notwithstanding any termination
      hereof or the cancellation of any note or other instrument evidencing any
      obligation, and Guarantor 

     

    
      
        
        

      

      
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    shall
      remain liable to Lender hereunder for the amount so repaid or recovered to
      the
      same extent as if such amount had never originally been received by
      Lender.

     

    8.  As
      security for the due and punctual payment of all indebtedness and obligations
      of
      Guarantor under the Guaranty, Guarantor hereby pledges to
      Lender and grants to Lender a security interest in all of Guarantor's right,
      title and interest in and to the securities (collectively, the “Pledged
      Securities”) set forth on Exhibit A attached hereto and incorporated herein by
      reference.  The Pledged Securities shall also include any interests
      hereafter issued by the issuers of the Pledged Securities by way of a stock
      dividend, split or other distribution or reclassification.  The
      liability of Guarantor to Lender hereunder shall be limited to all of the
      Guarantor’s right, title and interest in and to the Pledged
      Securities.

     

    9.  Guarantor
      hereby represents, warrants and covenants as follows:

     

    (a)           Guarantor
      is the legal and beneficial owner of the Pledged Securities and has the right
      to
      pledge the Pledged Securities to Lender; neither said pledge nor the performance
      of this Pledge Agreement (including the exercise of the Lender's remedies upon
      default) will violate any agreement or other instrument to which Guarantor
      is a
      party or by which it is bound.

     

    (b)           The
      Pledged Securities shall at all times be free and clear of any security
      interests, mortgages, pledges, liens, encumbrances and restrictions on the
      transfer thereof other than those created by this Guaranty, and Guarantor will
      not suffer or permit any security interests, mortgages, pledges, liens,
      encumbrances or restrictions to attach to the Pledged Securities or transfer
      or
      attempt to transfer any interest in the Pledged Securities without the written
      consent of Lender.

     

    (c)           Without
      affecting the rights of Lender hereunder, any collateral security for the
      Obligations, and any guarantee or surety therefor, may be exchanged, sold,
      surrendered, released, modified or otherwise dealt with in accordance with
      the
      terms of any present or future agreement between Lender and any Guarantor or
      any
      guarantor or surety, including any agreement permitting Lender to take
      unilateral action with respect thereto.

     

    10.  Unless
      a
      default shall have occurred under the Guaranty and be continuing, Guarantor
      shall be entitled to vote or consent with respect to the Pledged Securities,
      to
      receive distributions thereon, and to have and exercise all other rights as
      a
      holder of the Pledged Securities in any manner not inconsistent with or in
      violation of the terms of this Guaranty.

     

    11.  Upon
      the
      occurrence and continuance of any default under the Guaranty, except to the
      extent prohibited by applicable law which cannot be waived, the following
      provisions shall govern the right of Lender to realize upon the Pledged
      Securities, in addition to any rights and remedies available in law or equity,
      and in addition to the rights and remedies provided in the
      Guaranty:

     

    (a)           Unless
      Lender agrees otherwise in writing, only Lender shall be entitled to vote or
      consent or take any other action with respect to the Pledged Securities, and
      Guarantor hereby irrevocably constitutes and appoints Lender its proxy and
      attorney in fact, with 

     

    
      
        
        

      

      
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    full
      power of substitution to do so, and agrees, if so requested, to execute or
      cause
      to be executed appropriate irrevocable proxies therefor in addition to and
      separate from this Agreement.

     

    (b)           Lender
      shall not be required to make any demand upon or pursue or exhaust any of its
      rights or remedies against Guarantor or any other person with respect to the
      payment of the Obligations, or to pursue or exhaust any of its rights or
      remedies with respect to the Pledged Securities or any other collateral held
      in
      respect of the Obligations, or any direct or indirect guaranty
      thereof.  Lender shall not be required to marshall the Pledged
      Securities or any other collateral for or guaranty of the Obligations or to
      resort to the Pledged Securities or any such other collateral or guaranty in
      any
      particular order and all of the rights granted to Lender hereunder and under
      all
      other agreements relating to the Obligations shall be cumulative.  To
      the extent not prohibited by applicable law, Guarantor hereby agrees to waive,
      and does hereby absolutely and irrevocably waive and relinquish the benefit
      and
      advantage of, and does hereby covenant not to assert against Lender, any
      valuation, stay, appraisement, extension, or redemption laws now existing or
      which may hereafter exist and which, but for this provision, might be applicable
      to any sale made under the judgment, order or decree of any court, or privately
      under the power of sale conferred by this Guaranty or in respect of any Pledged
      Securities.  Without limiting the generality of the foregoing,
      Guarantor hereby agrees that it will not invoke or utilize any law which might
      cause delay in, or impede, the enforcement of the rights of Lender under this
      Guaranty, and hereby waives the same.  IN ADDITION, TO THE EXTENT NOT
      PROHIBITED BY APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY RIGHT TO PRIOR NOTICE
      (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS GUARANTY) OR JUDICIAL HEARING
      IN CONNECTION WITH THE TAKING POSSESSION OR THE DISPOSITION OF ANY OF THE
      PLEDGED SECURITIES, INCLUDING, WITHOUT LIMITATION, ANY SUCH RIGHT WHICH
      GUARANTOR WOULD OTHERWISE HAVE.

     

    12.  Guarantor
      recognizes that Lender may be unable to effect a public sale of all or a part
      of
      the Pledged Securities by reason of certain prohibitions contained in the
      Securities Act of 1933, as amended (the "1933 Act"), as now or hereafter in
      effect, or in applicable Blue Sky or other state securities laws, as now or
      hereafter in effect, but may be compelled to resort to one or more private
      sales
      to a restricted group of purchasers who will be obliged to agree, among other
      things, to acquire the Pledged Securities, or portions thereof, for their own
      account, for investment and not with a view to the distribution or resale
      thereof.  If, at the time of any sale of the Pledged Securities, the
      same or any part thereof to be sold shall not, for any reason whatsoever be
      effectively registered under the 1933 Act, Lender, in its sole and absolute
      discretion, is hereby authorized to sell the Pledged Securities or any such
      part
      thereof by private sale in such manner and under such circumstances as Lender
      may reasonably deem necessary or advisable in order that such sale may legally
      be effected without registration.  Guarantor acknowledges that private
      sales so made may be at prices and on other terms less favorable to the seller
      than if the Pledged Securities were sold at public sales, and agrees that Lender
      has no obligation to delay the sale of the Pledged Securities or any part
      thereof for the period of time necessary to register the Pledged Securities
      or
      public sale under such applicable securities laws.  Guarantor agrees
      that private sales made under the foregoing circumstances shall not, because
      so
      made, be deemed to have been made in a commercially unreasonable
      manner.

     

    
      
        
        

      

      
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    13.  The
      proceeds of all sales and any other monies received by Lender with respect
      to
      the disposition of Pledged Securities shall be applied as follows:

     

    (a)           First,
      to the payment of the costs and expenses of such sale or sales, and the
      reasonable attorneys' fees incurred by Lender;

     

    (b)           Second,
      any surplus then remaining, to the payment of the Obligations; and

     

    (c)           Third,
      any surplus then remaining shall be paid to Guarantor.

     

    14.  Upon
      the
      occurrence and continuance of any default under the Guaranty, Lender shall
      be
      entitled to receive all distributions on the Pledged Securities, and Lender
      at
      its option shall have the right to transfer into its name or that of its nominee
      any and all of the Pledged Securities.

     

    15.  Guarantor
      shall at any time and from time to time, execute and deliver upon the written
      request of Lender further documents and do further acts and things as Lender
      may
      reasonably request to effect the purposes of this Pledge Agreement, including,
      without limitation, delivering to Lender upon the occurrence and continuance
      of
      a default under the Guaranty irrevocable proxies with respect to the Pledged
      Securities in a form satisfactory to Lender. Until receipt thereof, this Pledge
      Agreement shall constitute Guarantor's proxy to Lender or its nominee to
      exercise all of the voting and other consensual rights pertaining to the Pledged
      Securities at any and all such times as Lender has the right to exercise such
      rights pursuant to the terms of this Pledge Agreement.  The power of
      attorney granted hereby is coupled with an interest and is
      irrevocable.

     

    16.  Concurrent
      with the execution of this Pledge Agreement, Guarantor shall deliver to Lender
      certificates evidencing the Pledged Securities together with
      appropriate  assignments separate from certificate duly executed by
      Guarantor

     

    17.  No
      delay
      or omission on the part of Lender in exercising any right under this Guaranty
      shall operate as a waiver or relinquishment of such right and no such waiver
      or
      relinquishment shall be effective.

     

    18.  This
      Guaranty shall be binding upon and inure to the benefit of the parties hereto,
      their respective successors and assigns, and shall inure to the benefit of
      the
      holders from time to time of any evidence of indebtedness created pursuant
      to
      the Agreement.

     

    19.  This
      Guaranty shall be construed in accordance with the laws of the State of
      Delaware.  If any provision of this Guaranty shall for any reason be
      held to be invalid or unenforceable, or if this Guaranty shall for any reason
      be
      unenforceable against Guarantor, such invalidity or unenforceability shall
      not
      affect any other provision hereof, but this Guaranty shall be construed as
      if
      such invalid or unenforceable provision had never been contained herein or
      as if
      the person or persons against whom this Guaranty is for any reason unenforceable
      had not be signatories hereto.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, Guarantor has executed this Guaranty and Pledge Agreement
      the
      date first above written.

     

    


     

    
      	 	
              GUARANTOR:

            
	 	 
	
              Witness

            	
              /s/
                SCOTT OGLUM

            
	 	 
	
              By:____________________________

            	
               

            
	
              Name:

            	
              Name:
                Scott Oglum

            
	 	 
	 	 
	 	
              LENDER:

            
	
              Witness

            	
              /s/
                RICARDO SALAS

            
	 	 
	
              By:____________________________

            	
               

            
	
              Name:

            	
              Name:
                Ricardo Salas

            


    

    


    
      
        
        

      

      
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    EXHIBIT
      A

    


    PLEDGED
      SECURITIES

    


    


    
      	
              1.

            	
              That
                certain number of shares of Scott Oglum’s stock of Theater Xtreme
                Entertainment Group, Inc., a Florida corporation rounded down to
                the
                nearest whole share, rounded down, that reflects the product of the
                (a)
                the ratio whose numerator is the principal amount of the Promissory
                Note
                payable to Borrower and whose denominator is $400,000 multiplied
                by (b)
                three million six hundred eighteen thousand two hundred and seventy
                five
                (3,618,275).

            


    

    


    


    
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