ex10-2.htm


    PROMISSORY
      NOTE

    


    
      	
              $100,000

            	
              Date:
                July 20, 2007

            
	 	
              Newark,
                Delaware

            


    

    


    FOR
      VALUE RECEIVED, THEATER XTREME
      ENTERTAINMENT GROUP, INC., a Florida corporation, publicly traded under the
      symbol “TXEG.OB” (“Maker”) hereby promises to pay to the order of Mr. Ricardo
      Salas, an individual residing at 64 Ritz Cove Drive, Monarch Beach, California
      92629 ("Payee"), the principal sum of One Hundred Thousand Dollars ($100,000),
      lawful money of the United States of America, together with interest accrued
      thereon, at the rate and on the terms set forth below:

    


    1.           Payment
      of Interest and Principal.

    


    (a)           Payment
      of Principal.  The remaining unpaid principal balance of this Note
      shall be due and payable on the one year anniversary date of the date of this
      Note which is July 17, 2008 (the “Maturity Date”).

    


    (b)           Interest.  Interest
      shall accrue on the unpaid outstanding principal balance hereof at an annual
      rate of fourteen percent (14%).  Interest shall be calculated on the
      basis of a 360-day year, counting the actual number of days
      elapsed.  Accrued interest shall be due and payable monthly on the
      first day of each month commencing September 1, 2007 and on the Maturity
      Date.  Accrued interest, if not paid when due, shall be added to the
      principal.

    


    (c)           Prepayment.  Maker
      shall have the right to prepay at any time and from time to time, without
      penalty or premium, all or any portion of the outstanding principal of this
      Note.  All prepayments under this Note shall be applied first to
      accrued and unpaid interest and second to unpaid principal due
      hereunder.

    


    (d)           Place
      of Payment.  All amounts due from Maker to Payee hereunder shall
      be paid directly to Payee at the following address: 64 Ritz Cove Drive, Monarch
      Beach, California 92629 (or at such other address of which Payee shall give
      written notice to Maker).

    


    2.           Waiver.  Maker
      hereby waives the requirements of demand, presentment, protest, notice of
      protest and dishonor and all other demands or notices of any kind in connection
      with the delivery, acceptance, performance, default, dishonor or enforcement
      of
      this Note.

    


    3.           Rights
      Cumulative.  The remedies of Payee as provided in this Note shall
      be cumulative and concurrent, may be pursued singly, successively or together
      at
      the sole discretion of Payee, may be exercised as often as occasion for their
      exercise shall occur, and in no event shall the failure to exercise any such
      right or remedy be construed as a waiver or release of it.

    


    4.           Governing
      Law.  This Note and all questions relating to its validity,
      interpretation or performance and enforcement shall be governed by and construed
      in accordance with the internal laws of the State of Delaware without reference
      to conflict of laws principles.

    


    5.           Binding
      Nature of Note.  This Note shall be binding upon Maker and its
      successors and assigns and shall inure to the benefit of Payee and his
      successors and assigns.

    


    6.           Modification.  This
      Note may not be modified or amended other than by an agreement in writing signed
      by Maker and Payee.

    


    IN
      WITNESS WHEREOF, Maker, intending to
      be legally bound, has caused its duly authorized representative to execute
      and
      deliver this Note on the date first written above.

    


    
      	
              Attest

            	
              THEATER
                XTREME ENTERTAINMENT GROUP, INC.

            
	 	 
	 	 
	
              By:
                /s/ James J. Vincenzo

            	
              By:
                /s/ Scott R. Oglum

            
	
              Name:
                James J. Vincenzo

            	
              Name:
                Scott R. Oglum

            
	
              Title:
                CFO

            	
              Title:
                CEO