ex10-5.htm


    MANAGEMENT
      SERVICES AGREEMENT

     

    THIS
      MANAGEMENT SERVICES AGREEMENT is dated July 1, 2007 (the “Effective
      Date”) by and between UNIVERSAL CAPITAL MANAGEMENT, INC., a
      Delaware corporation (“Manager”), and THEATER XTREME
      ENTERTAINMENT GROUP, INC., a Florida corporation (“TXEG”).

     

    BACKGROUND

     

    TXEG
      desires to obtain from the Manager, and the Manager is willing and able to
      provide to TXEG, certain management services and other assistance in accordance
      with and subject to the terms and conditions set forth in this
      Agreement.

     

    For
      and
      in consideration of the mutual benefits and covenants set forth below, and
      other
      good and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

     

    1.  Engagement
      of Manager

     

    TXEG
      hereby engages Manager to provide management services and other assistance
      in
      accordance with the terms of this Agreement.  The Manager shall and
      hereby agrees to devote such time as is reasonably necessary to provide such
      services and assistance.

     

    2.  Scope
      of Services

     

    (a)  Manager
      hereby agrees to provide to TXEG the following services (as amended from time
      to
      time, collectively, the “Services”):

     

    (i)  Strategic
      Planning: Manager shall assist TXEG management in the strategic planning
      process to include but not be limited to analysis of potential markets,
      competition, product marketing approaches, pricing and future product
      utility.

     

    (ii)  Significant
      Managerial Assistance:  Manager shall provide TXEG with managerial
      assistance on issues such as employment, payroll, and benefits; real estate
      leasing; utility utilization; capital expenditures; personnel; and other related
      matters.

     

    (iii)           Investment
      Banking Consultation Services:  Manager will assist TXEG in
      seeking funding. Manager will provide TXEG with various options and methods
      for
      attaining its investment banking and public market goals.

     

    (iv)           Investor
      Relations:   Manager will assist TXEG in retaining the
      services of a qualified Investor Relations company or manager suitable for
      providing marketing and public relations services in the investor community
      on
      behalf of TXEG.

     

    (b)  To
      the extent that Manager is able in the ordinary course of business, Manager
      shall provide or cause to be provided, all personnel, facilities, equipment,
      systems and management 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    necessary
      or appropriate to provide such Services.  In no event will Manager be
      required to stay in business or take other extraordinary measures solely to
      provide the Services to TXEG; provided, that Manager shall provide Services
      pursuant to this Agreement in the same order of priority as it provides the
      same
      or similar services to its own departments or divisions except where Manager’s
      extraordinary business needs require otherwise and provided TXEG is notified
      in
      advance of any delay and the Services are provided to TXEG at the next available
      opportunity.

     

    (c)           During
      the Term of this Agreement, TXEG may from time to time request that Manager
      provide special services or projects in addition to the Services identified
      in
      this Section 2, and Manager may in its sole discretion agree to provide such
      additional services or projects.  If Manager agrees to provide such
      additional services or projects, the Parties shall negotiate in good faith
      to
      establish the terms (including, without limitation, price) for providing such
      additional services or projects and following agreement on such terms, this
      Section 2 shall be amended to include such additional services and
      projects.

     

    3.  Term
      and Termination

     

    (a)  This
      Agreement shall be effective as of the date first set forth above and, subject
      to the provisions of section (b) of this Section 3, shall terminate on June
      30,
      2008 (the “Term”).

     

    (b)  (b)
      Notwithstanding the provisions of subsection (a) of this Section 3, (i) Manager
      can terminate this Agreement at any time upon thirty (30) days’ prior written
      notice to TXEG upon TXEG’s failure to pay the amounts required hereunder and
      TXEG’s failure to correct such failure during such time period and (ii) TXEG can
      terminate this Agreement after thirty (30) days’ prior written notice to Manager
      of Manager’s failure to fulfill its obligations hereunder and Manager’s failure
      to correct such failure during such time period.

     

    4.  Compensation

     

    (a)  TXEG
      shall pay Manager for the Services by delivering to Manager Six Hundred Fifty
      Thousand (650,000) Shares of common stock of TXEG within thirty (30) days of
      the
      Effective Date, which shares TXEG intends to include, to the extent practicable,
      in TXEG’s next Registration of its shares with the Securities and Exchange
      Commission, and

     

    (b)  a
      warrant
      to purchase up to Five Hundred Thousand (500,000) shares of the common stock,
      par value $0.001, of TXEG at an exercise price of $1.00. The Warrant will be
      exercisable in whole or in part at or before 5:00 p.m. E.S.T. on July 1,
      2012.

     

    (c)  In
      addition, TXEG shall reimburse Manager for third party and out-of-pocket
      expenses actually and reasonably incurred by Manager in performing the Services;
      provided that expenses of Affiliates of Manager shall not be deemed third party
      expenses for purposes of this Section 4, and provided, further that Manager
      or
      its Affiliates obtain the prior written consent of TXEG for any costs in excess
      of $5,000 and provide adequate documentation of all expenses.

     

    5.  Non-Exclusive
      Contract  The Manager acts as adviser to other clients
      and may give advice, and take action, with respect to any such client which
      may
      differ from the advice given, or the timing or nature of action taken, with
      respect to TXEG.  Manager represents that it does 

     

    
      
        
        

      

      
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    not
      currently represent any other company offering competitive home theater sales
      and installation services and will provide TXEG with ninety (90) days prior
      written notice before agreeing to act as an adviser to any such
      companies.

     

    6.  Delegation
      and Assignment  With the prior written consent of TXEG,
      which consent shall not be unreasonably withheld or delayed, Manager may
      delegate all or part of its duties to perform Services hereunder; provided,
      that
      Manager’ costs associated with any duties so delegated shall not be deemed
      out-of-pocket expenses added to the price of Services pursuant to Section
      4.  Notwithstanding the foregoing, Manager shall be entitled to
      delegate all or any part of its duties to one or more of its Affiliates upon
      notice to TXEG; provided, however, that Manager and its delegee Affiliate(s)
      shall be jointly and severally liable for performance of Manager’s obligations
      under this Agreement. TXEG shall not assign or subcontract its rights, duties,
      or obligations under this Agreement.

     

    7.           Confidential
      Information

     

    (a)  Each
      party shall treat as confidential all Confidential Information of the other
      party that comes to its knowledge through this Agreement.  Each party
      shall take such steps to prevent disclosure of such Confidential Information
      to
      any third person as it would take in protecting its own proprietary or
      confidential information and shall not use any portion of such Confidential
      Information for any purpose not authorized herein.

     

    (b)  No
      party
      shall be under any obligation with respect to any Confidential
      Information:

     

    (i)  Which
      is,
      at the time of disclosure, available to the general public;

     

    (ii)  Which
      becomes at a later date available to the general public through no fault on
      the
      part of such party and then only after such later date;

     

    (iii)  Which
      such party can demonstrate was in its possession before receipt from the other
      party; or

     

    (iv)  Which
      is
      disclosed to such party without restriction on disclosure by a third party
      who
      has the lawful right to disclose such information.

     

    (c)  The
      confidentiality obligations of this Section 6 shall survive the termination
      of
      this Agreement.

     

    8.           Independent
      Contractor  Manager is and shall remain at all times an
      independent contractor of TXEG in the performance of all Services hereunder,
      and
      all persons employed by Manager to perform such Services shall be and remain
      employees solely of Manager and subject only to the supervision of Manager’s
      supervisory personnel. With respect to Manager’s employees providing services
      under this Agreement, Manager shall be responsible for the payment of all
      salaries and benefits and all income taxes, social security taxes, employment
      compensation taxes and other employment taxes and withholdings with respect
      to
      such employees and all fringe benefits program expenses, such as insurance
      costs, pension or 

     

    
      
        
        

      

      
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    retirement
      plans, vacation, sick leave and similar matters, with respect to such
      employees.  Manager shall be entitled to determine which of its
      employees shall provide the Services.

     

    9.           Force
      Majeure

     

    (d)  Neither
      party shall be liable for any loss or damage for delay or non-performance under
      this Agreement resulting from the operation of any applicable law, rule,
      ordinance or regulation of any governmental entity or regulatory agency, or
      from
      any requirement or intervention of civil, naval or military authorities or
      other
      agencies of the government, or by reason of any other causes whatsoever not
      reasonably within the control of such party, including, but not limited to,
      acts
      of God, war, riot, insurrection, civil violence or disobedience, blockages,
      embargoes, sabotage, epidemics, fire, strikes, lock-outs or other industrial
      or
      labor disturbances, lightning, hurricanes, cyclonic storms, explosions and
      delay
      of carriers; provided, that the affected party notifies the other party promptly
      of the occurrence of the cause and thereafter exerts reasonable commercial
      efforts to overcome the cause of prevention and hindrance and to resume
      performance; and provided, further, that the settlement of strikes, lock-outs
      and other industrial or labor disturbances shall be entirely within the
      discretion of the affected party, and the affected party shall not be required
      to make settlement of strikes, lock-outs and other industrial or labor
      disturbances by acceding to the demands of any opposing third party or parties
      when such course is unfavorable in the affected party’s judgment.

     

    (e)  If
      Manager’s performance under this Agreement is suspended or rendered impractical
      by reason of any cause covered by subsection (a) of this Section 9
      (“Force Majeure”) for a period in excess of twenty (20) days,
      TXEG  shall have the right to terminate this Agreement with respect to the
      disrupted Services immediately upon written notice to Manager.  An
      event of Force Majeure shall not operate to extend the Term or to limit amounts
      payable for Services rendered on or prior to the actual date of the event of
      Force Majeure.

     

    10.           Limitation
      of Liability  Notwithstanding any other provision of this
      Agreement to the contrary, Manager shall not be liable to TXEG by reason of
      any
      error of omission or commission, performance or failure to perform or delay
      in
      performing any Services under this Agreement, for any damages, including, but
      not limited to, special, incidental or consequential damages, suffered
      by  TXEG beyond a refund to TXEG of all charges paid by TXEG to
      Manager for the Services that caused such damages, unless Manager shall have
      been guilty of gross negligence or willful misconduct.  The provisions
      of this Section 10 shall survive termination of this Agreement.

     

    11.           Indemnification  TXEG
      shall and hereby agrees to indemnify and hold harmless the Manager and each
      of
      its officers, directors, and employees from and against any and all claims
      of
      any third parties brought against Manager and all Damages and Expenses incurred
      by Manager each and all solely with respect to matters arising solely out of
      this Management Services Agreement, except such claims or Damages and Expenses,
      as the case may be, as shall conclusively be shown to have resulted from
      Manager’s gross negligence or willful misconduct.   The
      provisions of this Section 10 shall survive the termination of this
      Agreement.

     

    12.           Manager’s
      Investment Representations  Manager hereby represents and
      warrants to and with TXEG that:

     

    
      
        
        

      

      
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    (a)  Manager
      will be acquiring the Shares for its own account as principal and not with
      a
      view to, or for sale in connection with, any distribution of all or any of
      such
      Shares.  Manager hereby agrees that it will not, directly or
      indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise
      dispose of all or any of such Shares (or solicit any offers to buy, purchase
      or
      otherwise acquire or take a pledge of any of such Shares) except in accordance
      with the registration provisions of the Securities Act of 1933 (the “Securities
      Act”) or an exemption from such registration provisions or any applicable
      securities laws.

     

    (b)  Manager
      (i) is knowledgeable and experienced with respect to the financial, tax and
      business aspects of the ownership of investments such as the Shares and of
      the
      business contemplated by TXEG and is capable of evaluating the risks and merits
      of acquiring the Shares and in making a decision to proceed with this
      investment, has not relied on any representations, warranties or agreements
      of
      TXEG or others, and (ii) can bear the economic risk of an investment in Shares
      for an indefinite period of time and can afford to suffer the complete loss
      thereof.

     

    (c)  Manager
      has evaluated the risks involved in investing in the Shares and has determined
      that the Shares are a suitable investment for Manager.  Specifically,
      the aggregate amount of the investments the Manager has, and Manager’s
      commitments to, all similar investments that are illiquid is reasonable in
      relation to Manager’s net worth, both before and after the acquisition of the
      Shares pursuant to this Agreement.

     

    (d)  Manager
      understands and acknowledges that the Shares have not been registered under
      the
      Securities Act or any state securities laws and are being offered and sold
      in
      reliance on exemptions provided in the Securities Act and state securities
      laws
      for transactions not involving any public offering and, therefore, cannot be
      resold or transferred unless they are subsequently registered under the
      Securities Act and such applicable state securities laws or unless an exemption
      from such registration is available.  Manager also understands
      that  TXEG does not have any obligation or intention to register the
      Shares for sale under the Securities Act or any state securities laws or of
      supplying the information which may be necessary to enable the Manager to sell
      Shares and that Manager has no right to require the registration of the Shares
      under the Securities Act, any state securities laws or other applicable
      securities regulations.

    


    (e)  Manager
      has no contract, understanding, agreement or arrangement with any person to
      sell, transfer or pledge to such person or anyone else any of the Shares which
      the Manager will acquire pursuant to this Agreement and that Manager has no
      present plans to enter into any such contract, undertaking, agreement or
      arrangement.

     

    (f)  Manager
      understands that at this time
      there is no public market for the Shares and that there may not, in the future
      be any market for the Shares. Manager also understands that any disposition
      of
      the Shares may result in unfavorable tax consequences to Manager.

     

    (g)  Manager
      is aware and acknowledges that,
      because of the substantial restrictions on the transferability of the Shares,
      it
      may not be possible for Manager to liquidate its investment in TXEG readily,
      even in the case of an emergency.

     

    
      
        
        

      

      
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    13.           Definitions

     

    (a)           “Affiliate”
      means, with respect to a Person, another Person who Controls, is Controlled
      by
      or is under common Control with the first such Person.

     

    (b)           “Confidential
      Information” means any and all information of either party that might reasonably
      be considered confidential, secret, sensitive, proprietary or private. To the
      extent practical, Confidential Information shall be marked “proprietary” or
“confidential.”  Confidential Information shall include the
      following:

     

    (i)  data,
      know-how, formulae, processes, designs, sketches, photographs, plans, drawings,
      specifications, samples, reports, lists, financial information, studies,
      findings, inventions and ideas, computer programs and software, or proprietary
      information relating to either party or the methods or techniques used by either
      party;

     

    (ii)  data,
      documents or proprietary information employed in connection with the marketing
      and implementation of each party’s products, including cost information,
      business policies and procedures, revenues and markets, distributor and customer
      lists, and similar items of information; and

     

    (iii)  any
      other
      data or information obtained by either party during the term of this Agreement
      which is not generally known to and not readily ascertainable by proper means
      by
      third persons who could obtain economic value from its use or
      disclosure.

     

    (c)           “Control”
      means the ability, through stock ownership, contract, or otherwise, to control
      the business or officers of a Person.

     

    (d)           “Damages
      and Expenses” means costs, liabilities, and expenses incurred in investigating,
      defending, and paying settlements or judgments with respect to claims (including
      reasonable attorneys’ fees).

     

    (e)           “Holiday”
      means for purposes of this Agreement, a day, other than a Saturday or Sunday,
      on
      which national banks with branches in the Commonwealth of Pennsylvania are
      or
      may elect to be closed.

     

    (f)           “Person”
      means an individual or entity.

     

    (g)           “Shares”
      means shares of common stock of TXEG, par value $0.001 dollars per share
      acquired by Manager pursuant to this Agreement.

     

    14.           Miscellaneous

     

    (a)  Indulgences,
      Etc.  Neither the failure nor any delay
      on the part of either party to exercise any right, remedy, power or privilege
      under this Agreement shall operate as a waiver thereof, nor shall any single
      or
      partial exercise of any right, remedy, power or privilege preclude any other
      or
      further exercise of the same or of any other right, remedy, power or privilege,
      nor shall any waiver of any right, remedy, power or privilege with respect
      to
      any occurrence be construed as a waiver of such right, remedy, power or
      privilege with respect to any other 

     

    
      
        
        

      

      
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    occurrence.  No
      waiver shall be effective unless it is in writing and is signed by the party
      asserted to have granted such waiver.

     

    (b)  Controlling
      Law.  This Agreement and all questions
      relating to its validity, interpretation, performance and enforcement
      (including, without limitation, provisions concerning limitations of actions),
      shall be governed by and construed in accordance with the laws of the State
      of
      Delaware, notwithstanding any conflict-of-laws doctrines of any jurisdiction
      to
      the contrary, and without the aid of any canon, custom or rule of law requiring
      construction against the draftsman.

     

    (c)  Notices.  All
      notices, requests, demands and other communications required or permitted under
      this Agreement shall be in writing and shall be deemed to have been duly given,
      made and received only when delivered (personally, by courier service such
      FedEx
      or by other messenger) against receipt or upon actual receipt of registered
      or
      certified mail, postage prepaid, return receipt requested, addressed as set
      forth below:

     

    
      	
              If
                to:

            	 	
              Manager

            
	 	 	
              Universal
                Capital Management, Inc.

            
	 	 	
              2601
                Annand Drive

            
	 	 	
              Suite
                16

            
	 	 	
              Wilmington,
                DE 19808

            
	 	 	
              Attention:
                Michael D. Queen

            
	 	 	 
	
              If
                to:

            	 	
              TXEG

            
	 	 	
              Scott
                Oglum, President and CEO

            
	 	 	
              Theater
                Xtreme Entertainment Group, Inc.

            
	 	 	
              250
                Corporate Blvd., Suites E & F

            
	 	 	
              Newark,
                DE 19702

            


    

    


    In
      addition, notice by mail shall be sent by a reputable international courier
      (such as FedEx) if posted outside of the continental United
      States.  Any party may alter the address to which communications or
      copies are to be sent by giving notice of such change of address in conformity
      with the provisions of this subparagraph for the giving of notice.

    


    (d)  Binding
      Nature of Agreement; No Assignment. This Agreement
      shall be binding upon and inure to the benefit of the parties hereto and their
      respective successors and assigns.

    


    (e)  Provisions
      Separable.  The provisions of this
      Agreement are independent of and separable from each other, and no provision
      shall be affected or rendered invalid or unenforceable by virtue of the fact
      that for any reason any other or others of them may be invalid or unenforceable
      in whole or in part.

    


    (f)  Entire
      Agreement.  This Agreement contains the
      entire understanding among the parties hereto with respect to the subject matter
      hereof, and supersedes all prior and contemporaneous agreements and
      understandings, inducements or conditions, express or implied, oral or written,
      except as herein contained.  The express terms hereof control and


     

    
      
        
        

      

      
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    supersede
      any course of performance and/or usage of the trade inconsistent with any of
      the
      terms hereof.  This Agreement may not be modified or amended other
      than by an agreement in writing.

     

    (g)
Section
      Headings. The Section and subsection headings in
      this Agreement have been inserted for convenience of reference only; they form
      no part of this Agreement and shall not affect its interpretation.

    


    (h)  Gender,
      Etc. Words used herein, regardless of the number
      and gender specifically used, shall be deemed and construed to include any
      other
      number, singular or plural, and any other gender, masculine, feminine or neuter,
      as the context indicates is appropriate.

     

    (i)  Number
      of Days.  In computing the number of
      days for purposes of this Agreement, all days shall be counted, including
      Saturdays, Sundays and Holidays; provided, however, that if the final day of
      any
      time period falls on a Saturday, Sunday or Holiday, then the final day shall
      be
      deemed to be the next day which is not a Saturday, Sunday or
      Holiday.

     

    IN
      WITNESS WHEREOF, the Parties hereto have executed this Management
      Agreement as of the day and year first above written.

     

    


     

    
      	
              THEATER
                XTREME ENTERTAINMENT GROUP, INC.

               

               

               

               

              By:
                /s/ Scott Oglum

              Name:
                Scott Oglum

              Title:  Chairman
                and CEO

            	
              UNIVERSAL
                CAPITAL MANAGEMENT, INC.

               

               

               

               

              By:
                /s/ Michael D. Queen

              Name:
                Michael D. Queen

              Title:  President
                and CEO

            


    

     

     

    
 

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