ex10-1.htm


     

    Exhibit 10.1


    July 23,
2008

    


    Theater
Xtreme Entertainment Group, Inc.

    250
Corporate Boulevard, Suites E and F

    Newark,
DE 19702

    


    Dear Mr.
Oberosler:

    


    Theater
Extreme Entertainment Group, Inc., a Florida corporation (hereinafter referred
to as the “Client”) has agreed to engage Allen, Goddard, McGowan, Pak &
Partners, LLC (“Allen Partners”) on a non-exclusive basis to perform
services related to financial consulting and public relations matters
(“Services”) pursuant to the terms and conditions of this Consulting Agreement
(“Agreement”) as set forth herein.

    


    
      	
              1.  

            	
              Services. Allen
      Partners shall act as advisor to the Client and perform such Services as
      requested by the Client, which  Services may include, but will
      not necessarily be limited to:

            


    

    


    
      	
              a.  

            	
              advice
      regarding obtaining financing, including introducing the Company to
      accredited investors, which may be corporations, partnerships, mutual
      funds, hedge
      funds, investment partnerships, securities firms, lending and other
      institutions and entities, as well as select high net worth individuals
      for the purposes of providing financing in the form of equity or
      equity-linked securities of the Company or a combination of the foregoing
      (a “Corporate Financing
Transaction”);

            


    

    


    
      	
              b.  

            	
              advice
      regarding the financial structure of the Company or its divisions or any
      programs and projects undertaken by any of the
  foregoing;

            


    

    


    
      	
              c.  

            	
              counsel
      Client regarding its overall strategy and related activities within the
      financial community;

            


    

    


    
      	
              d.  

            	
              assist
      Client with the preparation and revision of presentation materials for
      meetings with the investment community;
and

            


    

    


    
      	
              e.  

            	
              Such
      other duties as Client may reasonably request of Allen Partners from time
      to time.

            


    

    


    In
addition, from time to time, subject to scheduling availability, Allen Partners
shall:

    


    
      	
              i.  

            	
              meet
      with the financial community on behalf of
  Client;

            


    

    
      	
              ii.  

            	
              survey
      key analysts, brokers and institutional investors
    nationwide;

            


    

    
      	
              iii.  

            	
              maintain
      ongoing personal contact programs and establish a schedule of activities;
      and

            


    

    
      	
              iv.  

            	
              arrange
      meetings between Client’s senior management and members of the financial
      community, including individual meetings, informal group meetings and
      formal presentations.

            


    

    


    
      	
              2.  

            	
              Performance of
      Services. Allen Partners shall be obligated to provide the Services
      as and when requested by Client but shall not be obligated to expend any
      specific amount of time in so doing and shall not be authorized or
      obligated to perform any Services on Allen Partners’ own initiative. The
      Services shall be performed reasonably promptly after Client’s request,
      consistent with Allen Partners’ availability and good faith. The Company
      acknowledges that the Services to be provided hereunder are not exclusive
      to the Client and Allen Partners has other business obligations, including
      providing investment banking, financial advisory and consultant services
      to others, and the Company agrees that the provision of such services
      shall not constitute a breach hereof of any duty owed to the Company by
      virtue of this Agreement.  Nothing contained herein, other than
      Allen Partners’

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    July 23,
2008

    Page 2

     

    obligations
relating to the Company’s Confidential Material as provided in Section 9 hereof,
shall be construed to limit or restrict Allen Partners or its affiliates in
conducting such businesses with respect to others or in rendering such services
to others

    


    
      	
              3.  

            	
              Relationship of the
      Parties. Allen Partners shall be, and at all times during the Term
      of the Agreement shall remain, an independent contractor. As such, Allen
      Partners shall determine the means and methods of performing the Services
      hereunder and shall render the Services at such places it determines. The
      Client shall pay all reasonable costs and expenses incurred by Allen
      Partners in the performance of its duties hereunder, including but not
      limited to reasonable and documented travel, legal fees and other
      expenses.  Allen Partners shall provide notice to the Company at
      such time, if any, the foregoing expenses exceed $1,500 in the
      aggregate.  Allen Partners will not bear any of the Company’s
      legal, accounting, printing or other expenses in connection with any
      transaction considered or consummated hereby.  It also is
      understood that neither Allen Partners, nor any of its officers,
      directors, employees or agents, will be responsible for any fees or
      commissions payable to any finder or to any other financial or other
      advisor utilized or retained by the
Company.

            


    

    


    
      	
              4.  

            	
              Assurances.
      Client acknowledges that all opinions and advices (written or oral) given
      by Allen Partners to the Client in connection with this Agreement are
      intended solely for the benefit and use of Client, and Client agrees that
      no person or entity other than Client shall be entitled to make use of or
      rely upon the advice of Allen Partners to be given
      hereunder.  Furthermore, no such opinion or advice given by
      Allen Partners shall by used at any time, in any manner or for any
      purpose, and shall not be reproduced, disseminated, quoted or referred to
      at any time, in any manner or for any purpose, except as may be
      contemplated herein. Client shall not make any public references to Allen
      Partners without Allen Partners’ prior written consent or as required by
      applicable law.

            


    

    


    
      	
              5.  

            	
              Compensation.
      In consideration of such Services, the Company agrees to pay Allen
      Partners during the Term a non-accountable and non-refundable monthly
      retainer of Five Thousand ($5,000) Dollars, with the first payment due
      upon the execution and delivery of this Agreement and subsequent payments
      due on the last day of each month thereafter while this Agreement is in
      effect.  In addition, upon execution of this Agreement, the
      Company will issue to Allen Partners warrants to purchase an aggregate of
      4,500,000 shares of the Company’s common stock at an exercise price of
      $0.10 per share.

            


    

    


    
      	
              6.  

            	
              Additional
      Services. Should Client desire Allen Partners to perform additional
      services not outlined herein, Client may make such request to Allen
      Partners in writing. Allen Partners may agree to perform those services at
      its sole discretion and may enter into additional definitive agreements
      with the Company which shall set forth Allen Partners’ obligations in
      connection with such transactions, as well as the compensation to be paid
      Allen Partners with respect to its additional services.  The
      monthly retainer shall not be credited to any additional compensation to
      be paid for such additional
services.

            


    

    


    
      	
              7.  

            	
              Approval of Client
      Information. Client will be required to approve all stockholder
      communications, press release and other materials prepared and
      disseminated on its behalf by Allen
Partners.

            


    

    


    
      	
              8.  

            	
              Term. This
      Agreement shall remain in effect until July 31,
  2010.

            


    

    


    
      	
              9.  

            	
              Due
      Diligence/Disclosure

            


    

    


    
      	
              a.  

            	
              Client
      recognizes and confirms that, in advising Client and in fulfilling its
      retention hereunder, Allen Partners will use and rely upon data, material
      and other information furnished to it by Client. Client acknowledges and
      agrees that in performing its Services under this Agreement, Allen
      Partners may rely upon the data, material and other information supplied
      by Client without independently verifying the accuracy, completeness or
      veracity of same.  Such information shall be deemed
      “Confidential Material”.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      
        July 23,
2008

        Page 3

      

       

    

    
      	
              b.  

            	
              Except
      as contemplated by the terms hereof or as required by applicable law,
      Allen Partners shall keep confidential, indefinitely, all Confidential
      Material provided to it by Client, and shall not disclose such information
      to any third party without Client’s prior written consent, other than such
      of its employees and advisors as Allen Partners reasonably determines to
      have a need to know.  In the event Allen Partners is required by
      applicable law or legal process to disclose any of the Confidential
      Material, Allen Partners will deliver to the Company prompt notice of such
      requirement (by fax or overnight courier promptly following Allen
      Partners’ knowledge or determination of such requirement) prior to such
      disclosure so the Company may seek an appropriate protective order and/or
      waive compliance of this provision.  If, in the absence of a
      protective order (because the Company elected to not seek such an order or
      it was denied by a court of competent jurisdiction) or receipt of written
      waiver, Allen Partners is nonetheless, in the written opinion of its
      counsel, compelled to disclose any Confidential Material, Allen Partners
      may do so without liability
hereunder.

            


    

    


    
       
10.  Indemnification.   The Company
agrees to indemnify Allen Partners in accordance with the provisions of Annex A
hereto, which is incorporated by reference and made a part
hereof.

    

    


     
11.  Limitation Upon the Use of
Advice and Services

    


    
      	
              (a)  

            	
              No
      person or entity, other than the Company (including its directors,
      officers and employees), shall be entitled to make use of, or rely upon
      any advice of Allen Partners to be given hereunder, and the Company shall
      not transmit such advice to, or encourage or facilitate the use or
      reliance upon such advice by others without the prior written consent of
      Allen Partners.

            


    

     

    
      	
              (b)  

            	
              Use
      of Allen Partners’ name in annual reports or any other report of the
      Company or releases by the Company requires the prior written approval of
      Allen Partners unless the Company is required by law to include Allen
      Partners’ name in such annual reports, other report or release of the
      Company, in which event the Company shall furnish to Allen Partners copies
      of such annual reports or other reports or releases using Allen Partners’
      name in advance of publication by the
Company.

            


    

     

    
      	
              12.  

            	
              Cooperation.  The Company
      will cooperate with and will furnish Allen Partners or entities introduced
      by Allen Partners with all reasonable information and data concerning the
      Company which Allen Partners appropriate and will provide Allen Partners
      with reasonable access to the Company’s officers, directors, employees,
      independent accountants and legal counsel.  The Company
      represents that all information made available to Allen Partners for
      distribution to investors will be complete and correct in all material
      respects.  Notwithstanding anything set forth above to the
      contrary, Allen Partners shall not be responsible for any due diligence
      investigation of the Company on behalf of any other party in connection
      with its services hereunder or in connection with any Corporate Finance
      Transaction.

            


    

    


    
      	
              13.  

            	
              Right of First
      Refusal. The Company will grant Allen Partners a thirty-six (36)
      month right of first refusal to with respect to the Company’s next two
      financings to act either as lead placement agent on any future private
      placement of the Company’s securities or as lead managing underwriter on
      any public offering of the Company’s securities.  It is
      understood that if a third party broker-dealer provides the Company with
      written terms with respect to a future securities offering (“Written
      Offering Terms”), the Company shall promptly present same to Allen
      Partners.  Allen Partners shall have ten (10) business days from
      its receipt of the Written Offering Terms in which to determine whether or
      not to accept such offer and, if Allen Partners refuses, and provided that
      such financing is consummated (a) with another placement agent or
      underwriter upon substantially the same terms
  and

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      
        July 23,
2008

        Page 4

      

       

    

    conditions
as the Written Offering Terms and (b) within three months after the end of the
aforesaid ten (10) business day period, this right of first refusal shall
thereafter be forfeited and terminated; provided, however, if the
financing is not consummated under the conditions of clauses (a) and (b) above,
then the right of first refusal shall once again be reinstated under the same
terms and conditions set forth in this paragraph.

    


    
      	
              14.  

            	
              Termination.  This
      Agreement may be terminated at any time prior to the expiration of the
      Term by Allen Partners upon five (5) days prior written notice to the
      Company.  In the event of any such
      termination, this engagement letter
      shall terminate and shall be of no further force and effect except for (i)
      continuing indemnity obligations hereunder, and (ii) Allen
      Partners shall be entitled to retain compensation for services it has
      rendered, and receive reimbursement for expenses it has incurred up to the
      date of such termination in accordance with Section
    3.

            


    

    


    This
Agreement may be terminated at any time prior to the expiration of the Term by
the Company upon five (5) days prior written notice to Allen
Partners.  In the event of such termination, this engagement letter
shall terminate and shall be of no further force and effect except for (i) continuing indemnity obligations hereunder, (ii) Allen Partners
shall be entitled to retain compensation for services it has rendered, and
receive reimbursement for expenses it has incurred up to the date of such
termination in accordance with Section 3, and (iii) in the event that within eighteen months
following such termination, the Company consummates a Corporate Finance
Transaction in which a third party placement agent or underwriter is engaged (or
the Company enters into any agreement (including, without limitation, a letter
of intent) with respect to a financing transaction within such eighteen month
period which is consummated at any time thereafter), Allen Partners shall be
entitled to a cash fee equal to 2% of the gross proceeds raised in such
transaction to be paid promptly upon closing of such
transaction.

    


    In the
event this Agreement shall be terminated in accordance with the provisions of
this Section 14 or upon expiration of this Agreement, the sections headed “Due
Diligence/Disclosure,” “Indemnification,” “Non-Contravention,” “Miscellaneous,”
“Relationship of the Parties,” “Limitation of Liability” will
survive.

    


    
      	
              15.  

            	
              General
      Provisions.

            


    

    


    
      	
              a.  

            	
              Entire
      Agreement. This Agreement between Client and Allen Partners
      constitutes the entire agreement between and understandings of the parties
      hereto, and supersedes any and all previous agreements and understandings,
      whether oral or written, between the parties with respect to the matters
      set forth herein.

            


    

    


    
      	
              b.  

            	
              Notice. Any
      notice or communication permitted or required hereunder shall be in
      writing and deemed sufficiently given if hand-delivered (i) five (5)
      calendar days after being sent postage prepaid by registered mail, return
      receipt requested; or (ii) one (1) business day after being sent via
      facsimile with confirmatory notice by U.S. mail, to the respective parties
      as set forth above, or to such other address as either party may notify
      the other in writing.

            


    

    


    
      	
              c.  

            	
              Binding Nature.
      This Agreement shall be binding upon and inure to the benefit of each of
      the parties hereto and their respective successors, legal representatives
      and assigns. All materials generated pursuant to Section 1 or otherwise
      produced by Allen Partners for and on behalf of Client during the Term of
      this Agreement shall be the sole and exclusive property of
      Client.

            


    

    


    
      	
              d.  

            	
              Counterparts.
      This Agreement may be executed in one or more counterparts, all of which
      when taken together shall be considered one and the same agreement and
      shall become effective when counterparts have been signed by each party
      and delivered to the other party, it being understood that both parties
      need not sign the same counterpart.  In the event that any
      signature is delivered by facsimile transmission or by e-mail delivery of
      a “.pdf” format data file, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile or “.pdf”
      signature page were an original
thereof.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      
        July 23,
2008

        Page 5

      

       

    

    
      	
              e.  

            	
              Amendments. No
      provisions of the Agreement may be amended, modified or waived, except in
      writing signed by all parties
hereto.

            


    

    


    
      	
              f.  

            	
              Assignment.
      This Agreement cannot be assigned or delegated, by either party, without
      the prior written consent of the party to be charged with such assignment
      or delegation, and any unauthorized assignments shall be null and void
      without effect and shall immediately terminate the
    Agreement.

            


    

    


    
      	
              g.  

            	
              Applicable
      Law.  This Agreement shall be deemed to have been made
      and delivered in New York City and shall be governed as to validity,
      interpretation, construction, affect and in all other respects by the
      internal laws of the State of New York. The parties agree that any
      dispute, claim or controversy directly or indirectly relating to or
      arising out of this Agreement, the termination or validity hereof, any
      alleged breach of this Agreement or the engagement contemplated hereby
      (any of the foregoing, a “Claim”) shall be submitted to the Judicial Arbitration and Mediation Services,
      Inc (JAMS), or its successor, in New York, for final and binding
      arbitration in front of a panel of three arbitrators with JAMS in New
      York, New York under the JAMS Comprehensive Arbitration Rules and
      Procedures (with each of Allen Partners and the Company choosing one
      arbitrator, and the chosen arbitrators choosing the third
      arbitrator).  The arbitrators shall, in their award, allocate
      all of the costs of the arbitration, including the fees of the arbitrators
      and the reasonable attorneys’ fees of the prevailing party, against the
      party who did not prevail.  The award in the arbitration shall
      be final and binding.  The arbitration shall be governed by the
      Federal Arbitration Act, 9 U.S.C. Sec.1-16, and the judgment upon the
      award rendered by the arbitrators may be entered by any court having
      jurisdiction thereof.  The Company and Allen Partners agree and
      consent to personal jurisdiction, service of process and venue in any
      federal or state court within the State and County of New York in
      connection with any action brought to enforce an award in
      arbitration.

            


    

    


    
      	
              h.  

            	
              There
      is no relationship of partnership, agency, employment, franchise or joint
      venture between the parties.  No party has the authority to bind
      the other or incur any obligation on the other’s
  behalf.

            


    

    


    
      	
              i.  

            	
              The
      Company hereby acknowledges that Allen Partners is not a fiduciary of the
      Company.  The execution of this Agreement does not constitute a
      commitment by Allen Partners or the Company to consummate any transaction
      contemplated hereunder and does not ensure the successful placement or
      underwriting of securities of the Company or the success of Allen Partners
      with respect to securing any financing or acquisition targets on behalf of
      the Company.

            


    

    


    
      	
              j.  

            	
              Any
      term or provision of this Agreement which is invalid or unenforceable in
      any jurisdiction shall, as to that jurisdiction, be ineffective to the
      extent of such invalidity or unenforceability without rendering invalid or
      unenforceable the remaining terms and provisions of this Agreement or
      affecting the validity or enforceability of any of the terms or provisions
      of this Agreement in any other jurisdiction.  If any provision
      of this Agreement is so broad as to be unenforceable, the provision shall
      be interpreted to be only as broad as is
  enforceable.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      
        July 23,
2008

        Page 6

      

       

    

    
      	
              16.  

            	
              Limitation of
      Liability.  The Company agrees that Allen Partners will
      not be liable to the Company for any claims, losses, damages, liabilities,
      costs or expenses related to the engagement hereunder, except to the
      extent finally judicially determined to have resulted solely from the
      gross negligence or willful misconduct of Allen Partners, and then only to
      the extent of any compensation paid to Allen Partners by the Company
      hereunder.  In no event will Allen Partners be liable for
      consequential, special, indirect, incidental, punitive or exemplary
      losses, damages or expenses.

            


    

    


    
      	
              17.  

            	
              Non
      Contravention.  During the
      Engagement Period, the Company shall not negotiate, enter into or attempt
      to negotiate or enter into any agreement, covenant or understanding,
      written or oral, with any other person or entity, directly or indirectly,
      that could in any manner be construed to be inconsistent with this
      Agreement or could undermine any of the rights or interests of Allen
      Partners, in, under or in respect of this Agreement and agrees not to
      interfere with, circumvent, frustrate or otherwise impede in any manner
      the realization by Allen Partners of any of the objectives it seeks or
      benefits derived, or to be derived, from any of the
    foregoing.

            


    

    


    (The remainder of this page has been intentionally left
blank)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      July 23,
2008

      Page 7

    

    
 

    If you
are in agreement with the foregoing, please execute two copies of this Agreement
in the space provided below and return them to the undersigned along with a
check written to our order in the amount of $5,000.

    
 

    
      
        	 
      	
                Very
      truly yours,

              
	 
      	 
      	 
      
	 
      	
                Allen
      Goddard McGowan Pak & Partners, LLC

              
	 
      	 
      	 
      
	
                  

              	 
      	 
      
	 
      	
                By:

              	
                 ___________________________________

              
	 
      	 
      	
                Alan
      D. Goddard,
  Chairman

              
	 
      	 
      	 
      


      




    ACCEPTED
AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN

    


    Theater
Xtreme Entertainment Group,
Inc.

    


    


    By:
________________________________

    Robert G. Oberosler, CEO


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX A

    


    INDEMNIFICATION

    


    The
Company agrees to indemnify and hold harmless Allen Partners and its affiliates
and their respective officers, directors, employees, agents (including selected
dealers) and controlling persons (Allen Partners and each such person being an
“Indemnified Party”), from and against any losses, claims, damages and
liabilities, joint or several, to which such Indemnified Party may become
subject under any applicable law, or otherwise, which relate to or arise in any
manner out of any transaction, financing, or any other matter (collectively, the
"Matters") contemplated by the engagement letter of which this Annex A forms a
part  and the performance by Allen Partners of the services
contemplated thereby, and will promptly reimburse each Indemnified Party for all
reasonable expenses (including reasonable fees and expenses of legal counsel) as
incurred in connection with the investigation of, preparation for or defense of
any pending or threatened claim or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party and whether or not such claim,
action or proceeding is initiated or brought by or on behalf of the
Company.   Notwithstanding the foregoing, the Company shall not
be liable under the foregoing to the extent that any loss, claim, damage,
liability or expense is found in a final judgment by a court of competent
jurisdiction to have resulted from Allen Partners’ bad faith or gross
negligence.  

    


    The
Company also agrees that no Indemnified Party shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Company or its
security holders or creditors related to, arising out of, or in connection with,
any Matters, the engagement of Allen Partners pursuant to, or the performance by
Allen Partners of the services contemplated by, the engagement letter, except to
the extent any loss, claim, damage, liability if found in a final judgment by a
court of competent jurisdiction to have resulted from Allen Partners’ bad faith
or gross negligence.

    


    If the
indemnification of an Indemnified Party provided for this letter agreement is
for any reason held unenforceable, although otherwise applicable in accordance
with its terms, the Company agrees to contribute to the losses, claims, damages
and liabilities for which such indemnification is held unenforceable (i) in such
proportion as is appropriate to reflect the relative benefits to the Company, on
the one hand, and Allen Partners, on the other hand, of any Matter (whether or
not the Matter is consummated) or (ii) if (but only if) the allocation provided
for in clause (i) is for any reason held unenforceable, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Company, on the one hand, and Allen Partners,
on the other hand, as well as any other relevant equitable considerations. The
Company agrees that for the purposes of this paragraph the relative benefits to
the Company and Allen Partners of any contemplated Matter (whether or not such
Matter is consummated) shall be deemed to be in the same proportion that the
total value paid or received or to be paid or received by the Company as a
result of or in connection with any Matter, bears to the fees paid or to be paid
to Allen Partners under the engagement letter; provided, however, that, to the
extent permitted by applicable law, in no event shall the Indemnified Parties be
required to contribute an aggregate amount in excess of the aggregate fees
actually paid to Allen Partners under the engagement letter of which this Annex
A is a part.

    


    The
Company agrees that it will not, without the prior written consent of Allen
Partners, settle, compromise or consent to the entry of any judgment in any
pending or threatened claim, action or proceeding in respect of which
indemnification may be sought hereunder (whether
or not Allen Partners or any other Indemnified Party is an actual or potential
party to such claim, action or proceeding), unless such settlement, compromise
or consent includes an unconditional release of Allen Partners and each other
Indemnified Party hereunder from all liability arising out of such claim, action
or proceeding.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    If Allen
Partners or any other Indemnified Party is requested or required to appear as a
witness in any action brought by or on behalf of or against the Company in which
such party is not named as a defendant, the Company will reimburse Allen
Partners for all reasonable expenses incurred in connection with such party’s
appearing and preparing to appear as such a witness, including, without
limitation, the fees and disbursements of its legal counsel.

    


    The
provisions of this Annex A shall continue to apply and shall remain in full
force and effect regardless of any modification or termination of the engagement
or engagement letter of which this Annex A is a part or the completion of Allen
Partners’ services thereunder.