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Exhibit 10.1
CONSULTING
AGREEMENT
This
Consulting Agreement (this “Agreement”), effective
as of April 9, 2008, is entered by and between Theater Xtreme
Entertainment Group, Inc, a Florida corporation (the
“Company”), and Draco Financial LLC, a Florida
limited liability company (“Consultant”) (together
the “Parties”).
RECITALS
WHEREAS,
Consultant has experience in the area of corporate finance,
investor communications, and financial and investor public
relations;
WHEREAS,
Consultant has been providing services to the Company since
March 4, 2008 (the “Service Commencement Date”)
without a written agreement; and
WHEREAS,
the Company desires to formalize its existing business
relationship with the consultant and to enter an agreement to
further engage the services of Consultant to assist and
consult with the Company in matters concerning corporate
finance, investor communications and public relations with
existing shareholders, brokers, dealers, and other investment
professionals as to the company’s current and proposed
activities;
NOW
THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, and intending to be
legally bound, the Company and Consultant agree as
follows:
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1.
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Term of Consultancy. The Company engages Consultant to act
in a consulting capacity to the Company, and the Consultant agrees
to continue providing services to the Company until December 31,
2008 (the “term of this Agreement.”)
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2.
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Duties of Consultant. The Consultant will generally provide
the following specified consulting services (the
“Services”) through its officers and employees during
the term of this Agreement:
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A.
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Advise
and assist the Company in developing and implementing appropriate
plans and material for presenting the Company and its business
plans, strategy and personnel to the financial community, and
creating the foundations for subsequent financial public relations
efforts;
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B.
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Introduce
the Company to the financial community;
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C.
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With
the cooperation of the Company, maintain an awareness during the
term of this Agreement of the Company’s plans, strategy, and
personnel, as they may evolve during such period, and advise and
assist the Company in communicating appropriate information
regarding such plans, and personnel to the financial
community;
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D.
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Assist
and advise the Company with respect to its (i) stockholder and
investor relations, (ii) relations with broker dealers, analysts
and other investment professionals, and (iii) financial and media
public relations generally;
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E.
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Perform
the functions generally assigned to investor/stockholder relations
departments in major corporations, including responding to
telephone and written inquiries (which may be referred to the
Consultant by the Company); assisting in the preparation of press
releases for the Company with the Company’s involvement and
approval for reviewing press releases, reports and other
communications with or to shareholders, the investment community,
and the general public; advising with respect to the timing, form,
distribution, and other matters related to such releases, reports
communications, and consulting with respect to corporate symbols,
logos, names, the presentation of such symbols, logos, and names,
and other matter relating to corporate image.
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F.
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Upon
receipt of the Company’s approval, disseminate information
(media kit) regarding the Company to shareholders, broker’s
dealers and other investment community professionals and the
general investing public.
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G.
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Upon
receipt of the Company’s approval, conduct meetings in person
or by telephone, with brokers, dealers, analysts, other investment
professionals and the general investing public.
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H.
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At
the Company’s request, review business plans, strategies,
mission statements, budgets, proposed transactions and other plans
for the purpose of advising the Company of the investment community
implications thereof; and
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I.
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Otherwise
perform as the Company’s financial relations and public
relations consultant.
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3.
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Allocation of Time and Energies. The Consultant will perform
the Services in a professional manner in accordance with accepted
industry standards and in compliance with applicable securities
laws and regulations. Although no specific hour-per-day requirement
will be required, the parties acknowledge and agree that a
disproportionately large amount of the effort to be extended and
the costs to be incurred by the Consultant and the benefits to be
received by the Company are to be expected to occur upon and
shortly after, and in any event, within two months of the
effectiveness of this Agreement. It is explicitly understood that
Consultants performance of its duties hereunder will in no way be
measured by the price of the Company’s common stock, nor the
trading volume of the Company’s common stock.
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4.
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Remuneration. As full and complete compensation for the
Consultant’s agreement to perform the Services, the Company
shall compensate the Consultant as follows:
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