ex10-2.htm


    Exhibit 10.2

      


      


      


      July 17, 2008

      Theater
Xtreme Entertainment Group

      250
Corporate Boulevard, Suite E

      Newark,
DE 19702

      


      Attention:  Robert
Oberosler, Chairman & Chief Executive Officer

      


      Dear Mr.
Oberosler:

      


      
         
1.
Services
Requested.   Theater Xtreme Entertainment Group, Inc. (the
“Company”) hereby requests American Capital Partners, LLC (the “Advisor”) to
advise it (and/or the Company’s affiliates) in :

      

      


      
        	
                 
      

              	
                (a)

              	
                Acquiring
      all or substantially all of the capital stock and/or no less than
      twenty-five (25%) percent of the assets, of one or more entities (the
      “Target
      Entities”) as set forth below, either through a direct investment
      in exchange for services rendered, in exchange for assets, through a
      merger, acquisition, exchange offer or otherwise (each, a “Covered
      Transaction”): ie: Jasper Cabinet
  Company;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Provide
      for the execution of a non-disclosure agreement between the Company and
      any Target Entity;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Assist
      the Company in identifying and organizing due diligence materials to be
      made available;

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      
        	
                 
      

              	
                (d)

              	
                Assist
      in assigning a value to the Company, its businesses and its assets, as
      well as, any Target Entities, utilizing such methods as deemed appropriate
      by Advisor;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Provide
      advice with respect to, and assist in negotiating any Transaction between
      the Company and Target Entities, including the review of all documents
      associated with such transaction;
and

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Coordinate
      all activities associated with the close of a Transaction of all outside
      legal and accounting advisors to the
Company.

              


      

      


      2.           Compensation
and Expenses. Notwithstanding anything
to the contrary provided herein or elsewhere (including, but not limited to, any
other compensation received by the Advisor from the Company, including, pursuant
to any Engagement Agreement, upon any and all closings (a “Closing”)
of one or more Covered Transactions, the Company shall pay in cash (the “Fees”)
to the Advisor under this Agreement as follows:

      


      
        	
                 
      

              	
                (a)
      The Fee shall be two hundred fifty thousand dollars ($250,000), which may
      be paid in cash or common stock at the option of the
    Company.

              


      

      


      The
Company shall pay any and all of the Advisor’s costs and expenses as incurred,
regardless of whether any Covered Transaction closes including, but not limited
to, all legal fees and expenses of the Advisor.  Fees (and any prior
unpaid expenses) for a Covered Transaction will be paid to the Advisor at the
same time(s) as the Company closes the particular Covered Transaction giving
rise to payment of the Fees.  The Company shall pay to the Advisor the
Fee for each and every Covered Transaction giving rise to that Fee that
closes.

      


      3.         Term of
the Agreement.  This agreement shall commence upon the date of its
execution by the Advisor and Company and shall terminate one (1) year from the
date of execution or execution or extended to another date mutually agreed to in
writing by both parties (either date the “Termination Date”). Either party may
terminate this Agreement, with or without cause, by providing the other party at
least sixty (60) days prior written notice. However, in the event that the
parties continue to be engaged in discussions reasonably expected by the Company
to result in a Covered Transaction, Advisor and Company hereto agree that this
Agreement shall be extended to such time that either a Covered Transaction is
consummated or such discussions have been terminated.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
any termination of this Agreement, for a period of twenty-four (24) months after
termination of this Agreement, Advisor shall be entitled, at the Close thereof,
to the Full fees due under Paragraph (2) of this Agreement if there is a close
of any Covered Transaction and Advisor continues its full efforts set forth in
Paragraph (1) above.

      


          4.          Confidentiality. 
Advisor agrees that it will not disclose its relationship with Company
pursuant to this Agreement except for purposes of achieving its objectives.
Advisor will not advertise or promote the fact that it is providing services to
Company hereunder except upon prior review and approval by Company.

      


      Advisor and Company mutually agree
that they will not disclose any confidential information received from the other
party to others except with the written permission of the party or as such
disclosure may be required by law. Upon termination of this engagement, Advisor
shall return all originals and copies of all documents provided by Company to
Advisor or prepared for Company, or by other representatives or professionals of
Company or by Advisor.

      


      


      5.           Governing
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, effect and in all other respects by the internal laws of the State
of New York.  The Company (l) agrees that any legal suit, action or
proceeding arising out of or relating to this letter shall be instituted
exclusively in New York State Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York, (2) waives
any objection which the Company may have now or hereafter to the venue of any
such suit, action or proceeding, and (3) irrevocably consents to the
jurisdiction of the New York State Supreme Court, County of New York, and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding.  The Company further agrees to accept and
acknowledge service of any and all process which may be served in any such suit,
action or proceeding in the New York State Supreme Court, County of New York, or
in the United States District Court for the Southern District of New
York.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      The
parties hereto being in agreement with the terms and provisions set forth herein
so indicate by signing in the spaces provided below.

       

      


      
        	 	
                AMERICAN
      CAPITAL PARTNERS, LLC

              
	 
      
	 
      
	 	
                By:
      _________________________________

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      


      


      ACCEPTED
AND AGREED AS OF

      THE
DATE FIRST APPEARING ABOVE

      


      THEATER
XTREME ENTERTAINMENT GROUP, INC.

      


      


      
        	
                By:  ________________________________

              	 
      
	 	
                Robert
      Oberosler

              	 
      
	 	
                Chairman
      and

              	 
      
	 	
                Chief
      Executive Officer

              	 
      


      

      


       

      


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