**STOCK
      OPTION AGREEMENT**









**THIS
      STOCK OPTION AGREEMENT** is made
      this ____ day of _________, 200_ by and between Theater Xtreme Entertainment
      Group, Inc., a Florida corporation (the "Company") and the individual who has
      signed the signature page of this Agreement (the "Optionee").




**W** **** **I** **** **T** **** **N** **** **E** **** **S** **** **S** **** **E** **** **T** **** **H** **:**




Optionee
      holds the position with the Company set forth on the signature page of this
      Agreement. Company desires to grant to Optionee options to purchase shares
      of
      its common stock, par value $0.01 each ("Shares").




**NOW,
      THEREFORE** ,
      for and
      in consideration of the foregoing, the mutual covenants herein contained, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto, each intending to be legally bound
      hereby, agree as follows:




1.  Definitions .
      As used
      in this Agreement, the following terms shall have the following respective
      meanings:




(a)  The
      term
      "Affiliate" shall mean a corporation which is a parent corporation or a
      subsidiary corporation with respect to the Company within the meaning of Section
      425(e) or (f) of the Code.




(b)  The
      term
      "Code" shall mean the Internal Revenue Code of 1986, as amended.




(c)  The
      term
      "Expiration Date" shall mean 5:00 p.m., local time in Wilmington, Florida on
      the
      anniversary of the date of this Agreement set forth on the signature page of
      this Agreement.




(d)  The
      term
      "ISO" shall mean an incentive stock option within the meaning of the Code,
      for
      Federal income tax purposes.




(e)  The
      term
      "NSO" shall mean an option which is not an ISO.




(f)  The
      term
      the "Plan" shall mean that certain 2005 Stock Option Plan of the Company adopted
      by the Board of Directors of Company on March 24, 2005.




(g)  The
      term
      "Termination Date" shall mean 5:00 p.m. local time in Wilmington, Florida on
      the
      day the Option terminates in accordance with the terms of Paragraph
      5.




(h)  The
      term
      "transfer" shall mean any sale, assignment, transfer, gift, donation, or other
      disposition, or any pledge, deposit, or placing of an encumbrance
      upon.







(i)  The
      term
      "Fair Market Value" with respect to a Share on a date shall mean the closing
      price of a share of Company's common stock on the day before such date on the
      national securities exchange, NASDAQ, OTC Bulletin Board, or Pink Sheets, as
      the
      case may be, where such shares are traded, or if such shares are not then
      traded, the fair market value as determined by the Board of Directors of the
      Company in good faith.




(j)  The
      term
      "Committee" shall mean the Committee of the Board of Directors designated by
      the
      Board to administer stock options of the Company, or in the absence of such
      designation, shall mean the Board of Directors.




2.  Grant
      of Option .
      The
      Company hereby grants to Optionee the right and option (the "Option") to
      purchase the number of Shares set forth on the signature page of this Agreement
      (the "Option Shares"), on the terms and subject to the conditions hereinafter
      set forth in this Agreement. All Options are and shall be deemed to be ISOs
      issued under and pursuant to the Plan except to the extent set forth on the
      signature page of this Agreement. In the event of any conflict between this
      Agreement and the terms of the Plan, the terms of the Plan shall
      govern.




3.  Option
      Price .
      The
      purchase price to be paid, if the Option is exercised, shall be the amount
      per
      share set forth on the signature page of this Agreement (the "Option Price"),
      which shall be paid at the Closing (as hereinafter defined) in the manner
      provided in this Agreement.




4.  Exercise
      of Option .
      The
      following provisions shall apply to exercise of the Option:




(a)  Optionee
      shall exercise the Option by sending a notice of election (the "Notice of
      Election") to the Company in the form attached hereto and incorporated herein
      by
      reference. The Notice of Election shall be in writing, shall be sent to the
      Company at the address and in the manner set forth in subparagraph 14 (c) hereof
      (unless such address has been changed in the manner set forth in such
      subparagraph), and shall contain the information about the Closing set forth
      in
      subparagraph 12 (a) hereof.




(b)  If
      exercised, the Option may be exercised as to some or all of the Option Shares,
      and if with respect to some of the Option Shares, then the Option shall continue
      until the Expiration Date with respect to the remaining Option
      Shares.




(c)  The
      Option may be exercised at any time prior to the Termination Date; provided,
      however, that the date and time of the exercise of the Option shall be that
      day
      and time when the Notice of Election is actually received by the
      Company.




(d)  Payment
      for Shares shall be made in cash, by certified check payable to the order of
      the
      Company, or by such other mode of payment (including without limitation,
      transfer of shares of common stock of the Company) as the Committee may
      approve.




(e)  Subject
      to the provisions of this Agreement, Optionee will become obliged to purchase
      the Option Shares on the terms and conditions set forth in this Agreement and
      the Notice of Election upon the sending by Optionee of the Notice of
      Election.







5.  Term .




(a)  Except
      as
      provided in subparagraph (b) of this Paragraph 5, the Option will terminate
      at
      5:00 p.m. local time in Wilmington, Florida on the Expiration Date.




(b)  (i)  In
      the
      event of termination of the employment or other relationship between Optionee
      and the Company at the election of the Optionee, the Option shall lapse as
      of
      the date of the termination of Optionee’s employment or other relationship with
      the Company, and Optionee shall not be entitled to receive any Shares which
      the
      Company has not yet delivered the Share certificates, upon refund by the Company
      of the Option Price (if any) already paid by Optionee on account of such Shares.
      In the event of termination of such employment or other relationship at the
      election of the Company, the Option shall terminate as of the earlier of (a)
      three (3) months after the date of termination of such employment or other
      relationship or (b) the Expiration Date of the Option.




(ii)  If
      the
      employment or other relationship between Optionee and the Company and its
      Affiliates terminates as a result of Optionee's death or disability (within
      the
      meaning of Section 72(m)(7) of the Code), then the Option shall terminate on
      the
      earlier of (A) one year from the date such employment or other relationship
      terminates as a result of Optionee's death or disability, or (B) the Expiration
      Date.




(iii)  In
      the
      event of dissolution or liquidation of the Company or consummation of any
      transaction in which the Company is not the surviving or acquiring entity,
      then
      the Option may be terminated prior to the Expiration Date by action of the
      Committee, provided that (A) the Committee selects a new Termination Date which
      is at least thirty (30) days after the date Optionee is given written notice
      of
      such selection, and (B) if and to the extent that the Option expires on such
      date unexercised, the Company shall pay to Optionee with respect to each Option
      Share which was not exercised the difference between the Fair Market Value
      of a
      Share on such date and the Option Price.




(iv)  If
      the
      Committee finds, after full consideration of the facts presented on behalf
      of
      both the Company and the Optionee, that the Optionee has breached the terms
      of
      his or her employment with the Company, or has been discharged for Cause (as
      defined herein), then the Option shall immediately terminate and Optionee shall
      not be entitled to receive any Shares which the Company has not yet delivered
      the share certificates, upon refund by the Company of the Option Price (if
      any)
      already paid by Optionee. Notwithstanding anything herein to the contrary,
      the
      Company may withhold delivery of Share certificates pending the resolution
      of
      any inquiry that could lead to a finding resulting in such a termination. For
      purposes of this Agreement, the term "Cause" shall mean the breach by Optionee
      of any material term of employment with Company (whether written or oral);
      the
      commission of a felony (or the pleading of *nolo
      contendere* to a
      felony charge); being a drug addict or alcoholic; disobeying a lawful written
      directive of the Company; or taking, using, licensing or transferring to a
      third
      person without the prior written consent of the Company, any proprietary
      information, patent, trademark, trade name or trade secret of the
      Company.







6.  Change
      or Exchange of Capital Stock .




(a)  In
      the
      event that the outstanding shares of capital stock of the Company shall be
      changed into or exchanged for a different number or kind of shares of capital
      stock or other securities of the Company or of another company (whether by
      reason of merger, consolidation, recapitalization, reclassification, split-up,
      or otherwise), then there shall be substituted for each remaining Option Share
      (those not acquired by exercise of the Option prior to the record date for
      such
      merger, consolidation, recapitalization, reclassification, split-up, or
      otherwise) the number and kind of shares of capital stock or other securities
      into which each outstanding share of capital stock of the Company shall be
      so
      changed or for which each such share of capital stock shall be so exchanged.
      In
      the event that there shall be any such change or exchange, then Optionee shall
      be entitled to purchase all of such capital stock and other securities into
      which each Option Share shall have been changed or for which it shall have
      been
      exchanged for the Option Price which would have been required to be paid for
      such Option Share assuming there had been no such change or exchange, and
      otherwise in accordance with the terms of this Agreement.




(b)  In
      the
      event that the outstanding Shares shall be subdivided into a greater or combined
      into a lesser number of such shares, whether by stock dividend, stock split
      or
      combination of shares, the Option Price shall be proportionately decreased
      or
      increased, as the case may be, and the number of remaining Option Shares (those
      not acquired by exercise of the Option prior to the record date of such stock
      dividend, stock split, or combination of shares) subject to the Option shall
      be
      proportionately increased or decreased as the case may be, so as appropriately
      to reflect such subdivision or combination, effective immediately upon the
      effectiveness of such subdivision or combination.




(c)  No
      such
      adjustment shall be made, however, by reason of the issuance of shares of common
      stock of the Company for cash, property, or services; by way of stock options,
      stock warrants, subscription rights; or otherwise.




7.  Condition
      Precedent to Exercise .
      Notwithstanding anything to the contrary contained in this Agreement, unless
      a
      more favorable vesting schedule is set for on the signature page of this
      Agreement, the Option shall first become exercisable with respect to the
      following percentage of Shares covered by the grant set forth in paragraph
      2
      hereof at the respective times indicated in the following table:




Anniversary
                Date
              of
                this Agreement
            
            Percentage
                of Shares ExercisablePrior
                to the First
            
            0%First
            
            25%Second
            
            25%Third
            
            25%Fourth
            
            25%Total:
            
            100%





If
      any
      Options are not ISOs, the vesting schedule set forth in this paragraph 7 shall
      apply separately to the ISOs and to the NSOs.








8.  Representations
      and Warranties of Company .
      Company
      hereby makes the following representations, warranties and agreements to and
      with Optionee:




(a)  The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Florida and has an authorized capital of Five
      Million (5,000,000) shares of preferred stock and Fifty Million (50,000,000)
      shares of common stock, each with par value One Tenth of One Cent ($0.001)
      per
      Share, and the Company has the power and authority to issue the number of Shares
      required to be so issued upon the exercise of the Option.




(b)  On
      April
      5, 2005 the Board of Directors and the shareholders of the Company duly adopted
      the Plan which was intended, in part, to qualify to the fullest extent possible
      as an incentive stock option plan under applicable provisions of the Code.
      The
      Plan also provides for the award of options not intended as incentive stock
      options. The Plan is in full force and effect.




(c)  If
      the
      Option is exercised, the Company has the power and authority to deliver good,
      marketable, and unencumbered title to such Shares as to which Optionee shall
      have exercised the Option, free of all liens, security interests, pledges,
      claims, options and rights of others. There are no restrictions on Company's
      right to transfer such Shares to Optionee pursuant to the terms of this
      Agreement if the Option is exercised. No transfer of record ownership of, or
      beneficial interest in, any of such Shares will be made between the date hereof
      and Closing.




(d)  This
      Agreement constitutes the valid and binding obligation of the Company, and
      is
      enforceable against it in accordance with its terms, except to the extent that
      the enforcement thereof is limited by bankruptcy, reorganization, insolvency,
      moratorium, or other similar laws or orders affecting the enforcement of
      creditors' rights generally, or by equitable principles.




9.  Securities
      Laws Compliance Procedures .
      Optionee represents and acknowledges that (i) he or she knows, or has had the
      opportunity to acquire, all information concerning the business, affairs,
      financial condition and prospects of the Company which he or she deems relevant
      to making a fully informed decision regarding the consummation of the
      transactions contemplated hereby and (ii) he or she has been supplied with
      copies of the Company's periodic and other reports as filed with the Securities
      and Exchange Commission. Without intending any limitation on the generality
      of
      the foregoing, Optionee understands and acknowledges that neither the Company
      nor anyone acting on his or her behalf has made any representations or
      warranties other than those contained herein respecting the Company or the
      future conduct of Company's business, and Optionee has not relied upon any
      representations or warranties other than those contained herein in the belief
      that they were made on behalf of the Company. Optionee further understands
      and
      acknowledges that the Fair Market Value of the Shares, and thus the value of
      the
      Option will depend, in part on the personal efforts and skills of Optionee
      in
      working for or on behalf of the Company.







10.  Transfers .
      The
      Option is not transferable by Optionee otherwise than by will or pursuant to
      the
      laws of descent and distribution in the event of Optionee's death, in which
      event the Option may be exercised by the heirs or legal representatives of
      Optionee. The Option may be exercised during the lifetime of the Optionee only
      by Optionee. Any attempt at assignment, transfer, pledge or disposition of
      the
      Option contrary to the provisions hereof or the levy of any execution,
      attachment or similar process upon the Option shall be null and void and without
      force or effect. Any exercise of the Option by a person other than Optionee
      shall be accompanied by appropriate proofs, satisfactory in form and substance
      to the Company, of the right of each person to exercise the Option.




11.  Conditions
      Precedent to Optionee's Obligation to Close .
      The
      following shall be conditions precedent to the obliga-tion of Optionee to close
      after having exercised the Option, any of which may be waived by
      Optionee:




(a)  All
      documents required to be delivered by the Company at or prior to the Closing
      shall have been delivered or shall be tendered at the time and place of
      Closing.




(b)  There
      shall have been no material adverse change in the business, financial condition,
      or operations of the Company from that existing on the date the Notice of
      Election was sent.




12.  Closing .




(a)  The
      Closing shall be held at a date and time to be selected by Optionee in the
      Notice of Election; provided, however, that the date specified in the Notice
      of
      Election shall not be less than fifteen (15) nor more than forty-five (45)
      days
      after the sending of such Notice of Election.




(b)  Closing
      shall be held at the chief executive offices of the Company or such other place
      as shall be agreed upon by the parties.




(c)  At
      Closing, the Company shall deliver or cause to be delivered to Optionee
      certificates for all of the Option Shares to be purchased by Optionee pursuant
      to the Notice of Election issued to and registered in the name of Optionee,
      and
      with all required transfer tax stamps, if any, affixed.




(d)  At
      Closing Optionee shall pay by certified check or other draft acceptable to
      Company the full Option Price required to be paid in cash for all of the Option
      Shares to be purchased by Optionee pursuant to the Notice of
      Election.




(e)  At
      Closing, at the request of the Company, Optionee shall deliver to the Company
      a
      certificate signed by Optionee certifying to the truth and correctness as of
      the
      date of Closing of each of the representations, warranties, acknowledgments,
      agree-ments, and confirmations set forth in Paragraph 9 of this
      Agreement.




13.  No
      Rights As Shareholder Pending Exercise .
      Optionee shall not have any rights as a shareholder of the Company as a result
      of the existence of the Option until and unless he or she shall acquire some
      or
      all of the Option Shares. Without intending any limitation on the generality
      of
      the foregoing, Optionee shall not be entitled to vote on any matter presented
      to
      the shareholders of the Company nor to receive any dividends or other
      distributions made or declared by the Company, the record date or ex-dividend
      date of which, respectively, precedes the date on which some or all of the
      Option Shares are acquired pursuant hereto.







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 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 Florida, notwithstanding any
      conflict-of-laws doctrines of such 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 when personally delivered or when deposited in the United
      States mails, registered or certified mail, postage prepaid, return receipt
      requested, addressed as set forth below:




(i)  If
      to
      Optionee: to the address set forth on the signature page of this
      Agreement




(ii)  If
      to
      Company:




Theater
      Xtreme Entertainment Group, Inc.


250
      Corporate Boulevard


Suite
      E
& F


Newark,
      DE 19702





with
      a
      copy, given in the manner prescribed above, to:





Steven
                B. King, EsquireBallard
                Spahr Andrews & Ingersoll, LLP1735
                Market Street, 51stFloorPhiladelphia,
                PA 19103








In
      addition, notice shall be sent by a reputable international courier (such as
      Fed
      Ex) if posted outside of the continental United States. Either 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
      (c) for the giving of notice.




(d)  Binding
      Nature of Agreement; No Assignment .
      This
      Agreement shall be binding on and shall inure to the benefit of the parties
      hereto and their respective heirs, personal representa-tives, successors and
      assigns, except that neither party may assign or transfer its rights nor
      delegate its obligations under this Agreement without the prior written consent
      of the other party hereto.




(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 between 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 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)  Paragraph
      Headings .
      The
      Paragraph and subparagraph 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 con-strued 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. For purposes of this subparagraph (i), the term "Holiday" shall
      mean
      a day, other than a Saturday or Sunday, on which national banks with branches
      in
      the State of Florida are or may elect to be closed.













**IN
      WITNESS WHEREOF** ,
      the
      parties have executed this Agreement the date first above written.





Theater
              Xtreme Entertainment Group, Inc.ATTEST:_______________________________
            By:
            __________________________________________,
                Secretary
            
            Scott
                Oglum, President








[Corporate
      Seal]








WITNESS:





_______________________________
            _____________________________(SEAL)Print
                Name:








Optionee’s
      Social Security Number: ______________________





Optionee’s
      position with the Company (Recitals): _________________________


Expiration
      Date anniversary of the date of this Agreement: _________________  [Not
      later than the fifth anniversary for ISOs granted to 10% holders; not later
      than
      the tenth anniversary for ISOs granted to others.]





Number
      of
      Shares Subject to Option grant (paragraph 2): ___________


Number
      of
      Shares, if any, Subject to Option grant which are not ISOs (paragraph 2):
      __________





Option
      Price per Share (paragraph 3): $________________


Optionee’s
      Address


















**NOTICE
      OF ELECTION**




The
      undersigned and Theater Xtreme Entertainment Group, Inc. (the "Company") are
      parties to that certain Stock Option Agreement dated _________________. Pursuant
      to the terms thereof, the undersigned hereby exercises his/her option to
      purchase ___________ shares of the common stock (the "Shares") par value $0.001
      per Share of the Company. Closing hereunder shall be held at the chief executive
      offices of the Company at _____ _.m., on ____________________ ___,
      ________.




Please
      register the Shares in the name of the undersigned and use the address set
      forth
      herein as the registered address of the undersigned.




I
      understand that the Shares have not been registered under the Securities Act
      of
      1933, as amended (the "Act") or under any state securities law, and the Company
      is under no obligation to do so. I understand that the Shares may not be resold
      or otherwise transferred in the absence of such applicable registrations or
      exemptions from the registration requirements. I understand that I may have
      to
      hold the Shares for the indefinite future. I understand that the Shares are
      "restricted securities" within the meaning of Rule 144 promulgated under the
      Act
      and the Company has no obligation to make any information available or to file
      any reports to permit sales to be made under such rule.




The
      undersigned represents and warrants to the Company that he/she (a) has been
      advised and understands that the Shares may not be transferred without
      compliance with all applicable Federal and state securities laws; and (b) has
      had all material information about the Company's business and financial
      condition made available to him/her prior to exercise of the Option, and that
      he
      or she was afforded the opportunity to ask questions of and receive answers
      from
      the officers and directors of the Company with respect to the Company's business
      affairs and prospects.




The
      undersigned represents and warrants that he is acquiring the Shares for his/her
      own account as principal for investment and not with a view to resale or
      distribution, and that he or she has such knowledge and experience in financial
      and business matters as will enable him or her to evaluate the merits and risks
      of the proposed investment in the Shares.




The
      undersigned understands that the Share certificate shall bear a restrictive
      legend with respect to the transferability of the Shares.




______________________________
            __________________________________Name:Address: