Exhibit 10.1


     

    Exhibit
      10.1

     

    

      SETTLEMENT
        AND RELEASE AGREEMENT

       

      This
        Settlement and Release Agreement (the “Agreement”) is entered into November 29,
        2005 among Scott R. Oglum, an individual (“Mr. Oglum”), Theater Xtreme
        Entertainment Group, Inc. (the “Company”) and the Initial Investors identified
        on the signature page hereto.

       

      WHEREAS,
        Mr.
        Oglum is the founder of Theater Xtreme, Inc. and currently serves as the
        Company’s President, Chief Executive Officer and Chairman;

       

      WHEREAS,
        on
        February 11, 2005, Theater Xtreme, Inc. merged with and into BF Acquisition
        Group II, Inc. (the “Merger”);

       

      WHEREAS,
        following the Merger, the name of the surviving entity was changed to Theater
        Xtreme Entertainment Group, Inc.;

       

      WHEREAS,
        certain
        of the initial investors of Theater Xtreme, Inc. identified on the signature
        page hereto (the “Initial Investors”), are concerned about the number of shares
        issued to Mr. Oglum by Theater Xtreme, Inc. prior to the Merger, the number
        of
        shares issued in the Merger and the number of shares issued to new investors
        in
        a subsequent private placement by the Company, and the respective dilution
        to
        the holdings of such Initial Investors that has occurred as a result of such
        issuances;

       

      WHEREAS,
        to
        resolve the identified concerns regarding such dilution, Mr. Oglum has agreed,
        pursuant to this Agreement to tender to the Company for redemption 800,000
        of
        his shares for distribution to the Investor Relations firms identified on
        Schedule
        I
        attached
        hereto as determined by the Company without Mr. Oglum’s participation as payment
        for services provided to the Company by such Investor Relations
        firms;

       

      In
        consideration of the foregoing, and in consideration of the undertakings
        set
        forth hereinafter, and intending to be legally bound, the parties agree as
        follows:

       

      1. Mr.
        Oglum
        shall within two (2) business days of the execution of this Agreement tender
        to
        the Company for redemption 800,000 shares of his common stock of the Company
        and
        shall file the necessary securities forms to reflect such tender.

       

      2. The
        Company shall within two (2) business days of the receipt of the shares from
        Mr.
        Oglum, distribute the shares to the Investor Relations firms as set forth
        on
Schedule
        I
        attached
        hereto.

       

      3. The
        Initial Investors, each on their own behalf and on the behalf of their
        respective successors and/or assigns, hereby jointly and severally, forever
        release, discharge and dismiss any and all claims, rights, causes of action,
        suits, obligations, debts, demands, liabilities, controversies, costs, expenses,
        fees and/or damages of any kind (including, without limitation, any and all
        claims alleging violations of federal or state securities laws, common-law
        fraud
        or deceit, breach of fiduciary duty, negligence or otherwise), whether directly,
        derivatively, representatively or in any other capacity, against Mr. Oglum
        or
        his successors or assigns, in any way based upon, arising from, relating
        to or
        involving, directly or indirectly, the transactions contemplated by this
        Agreement or that led to this Agreement, including without limitation the
        dispute reflected in the WHEREAS clauses to this Agreement.

       

      
        
           

        

        
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      4. The
        Company, on its own behalf and on behalf of it successors and/or assigns,
        hereby
        forever releases, discharges and dismisses any and all claims, rights, causes
        of
        action, suits, obligations, debts, demands, liabilities, controversies, costs,
        expenses, fees and/or damages of any kind (including, without limitation,
        any
        and all claims alleging violations of federal or state securities laws,
        common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise),
        whether directly, derivatively, representatively or in any other capacity,
        against Mr. Oglum or his successors or assigns, in any way based upon, arising
        from, relating to or involving, directly or indirectly, the transactions
        contemplated by this Agreement or that led to this Agreement, including without
        limitation the dispute reflected in the WHEREAS clauses to this
        Agreement.

       

      5. It
        is
        agreed and understood that the execution of this Agreement and the actions
        contemplated hereby is not, and is not deemed to be, an admission of liability
        on the part of Mr. Oglum. It is expressly understood and agreed that Mr.
        Oglum
        denies liability and that the actions contemplated hereby are in full accord
        and
        satisfaction of, and in compromise of, a disputed claim and that the tender
        of
        shares for redemption is made for the purpose of terminating any potential
        dispute between Mr. Oglum, the Company and the Initial Investors.

       

      6. This
        Agreement constitutes the entire understanding of the parties with respect
        to
        the subject matter, and there are no other agreements or understandings,
        express
        or implied.

       

      7. This
        Agreement may be executed in counterparts which, taken together, shall
        constitute one document.

       

      8. This
        Agreement shall be governed by the laws of the State of Florida without regard
        to any conflicts of laws provisions.

       

      9. This
        Agreement is binding on the parties, their successors, heirs, assigns, related
        companies and affiliates.

       

      


       

      [Signatures
        on Following Page]

       


      
        
           

        

        
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      IN
        WITNESS WHEREOF, this Agreement has been executed as of the date and year
        first
        set forth above.

       

      


       

      
        	
                SCOTT
                  OGLUM

                 

                By:
                   /s/
                  Scott Oglum     

                Scott
                  Oglum

              


      

      


       

      
        	
                THEATER
                  XTREME ENTERTAINMENT GROUP, INC.

                 

                By:
                   /s/
                  James Vincenzo    

                James
                  Vincenzo

                 

                Title:
                   Chief
                  Financial Officer   

                 

              


      

      


       

       

      
        	
                
                  INITIAL
                    INVESTORS:

                

                 

                 

                 

                KENNETH
                  WARREN

                 

                By:
                   /s/
                  Kenneth Warren    

                Kenneth
                  Warren

              


      

      


       

      
        	
                JULEY
                  DRICKEN

                 

                By:
                   /s/
                  Juley Dricken    

                Juley
                  Dricken

              


      

      


       

      


       


      
        
           

        

        
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      SCHEDULE
        I

       

      DISTRIBUTION
        TO INVESTOR RELATIONS FIRMS

       

      


      Four
        hundred thousand (400,000) shares of common stock to each of the
        following:

      


      Nevada
        Capital Holdings Company

      100
        Springdale RD A3

      Suite
        #
        314

      Cherry
        Hill, NJ 08003

      


      Monmouth
        Holdings LLC

      136
        E.36th Street

      Apt.
        5G

      New
        York,
        NY 10016

       

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