Unassociated Document


    
      

      

    

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of August __, 2006, by and among Oxford Media, Inc.,
      a
      Nevada corporation (the “Company”),
      and
      PALISADES MASTER FUND LP (the “Purchaser”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof among the Company and the Purchaser (the “Purchase
      Agreement”).

    


    The
      Company and the Purchaser hereby agree as follows:

    


    1.
      Definitions

    


    Capitalized
      terms used and not otherwise defined herein that are defined in the Purchase
      Agreement shall have the meanings given such terms in the Purchase
      Agreement.
      As used
      in this Agreement, the following terms shall have the following
      meanings:

    


     

    “Effectiveness
      Date”
means,
      with respect to the initial Registration Statement required to be filed
      hereunder, the 120th
      calendar
      day (135th
      day if
      reviewed the Commission) following the date hereof, and with respect to any
      additional Registration Statements which may be required pursuant to Section
      3(c), the 90th
      calendar
      day following the date on which the Company first knows, or reasonably should
      have known, that such additional Registration Statement is required hereunder;
      provided,
      however,
      in the
      event the Company is notified by the Commission that one of the above
      Registration Statements will not be reviewed or is no longer subject to further
      review and comments, the Effectiveness Date as to such Registration Statement
      shall be the fifth Trading Day following the date on which the Company is so
      notified if such date precedes the dates required above.

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(a).

    


    “Filing
      Date”
means,
      with respect to the initial Registration Statement required hereunder, the
      45th
      calendar
      day following the date hereof and, with respect to any additional Registration
      Statements which may be required pursuant to Section 3(c), the 15th
      day
      following the date on which the Company first knows, or reasonably should have
      known that such additional Registration Statement is required
      hereunder.

    


    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities. 

     

    


    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c) hereof.

     

    


     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c) hereof.

     

    


    “Losses”
shall
      have the meaning set forth in Section 5(a).

     

    


    
      
        
           

        

        
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    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    


    “Prospectus”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    


    “Registrable
      Securities”
means
      (i) all of the shares of Common Stock issuable upon conversion in full of the
      Preferred Stock, (ii) all shares issuable as dividends on the Preferred Stock
      assuming all dividends payments are made in shares of Common Stock and the
      Preferred Stock are held until maturity, (iii) any securities issued or issuable
      upon any stock split, dividend or other distribution recapitalization or similar
      event with respect to the foregoing and (iv) any additional shares of Common
      Stock issuable in connection with any anti-dilution provisions in the Preferred
      Stock.

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder and any additional
      registration statements contemplated by Section 3(c), including (in each case)
      the Prospectus, amendments and supplements to such registration statement or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement.

    


    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

    


    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

    


    2.
      Shelf
      Registration

     

     

    


    
      
        
           

        

        
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    (a)
      On or
      prior to each Filing Date, the Company shall prepare and file with the
      Commission a “Shelf” Registration Statement covering the resale of 150% of the
      Registrable Securities on such Filing Date for an offering to be made on a
      continuous basis pursuant to Rule 415. The Registration Statement shall be
      on
      Form S-3 (unless the Company is not then eligible to register the Registrable
      Securities for resale on Form S-3, in which case such registration shall be
      on
      another appropriate form in accordance herewith) and shall contain (unless
      otherwise directed by the Holders) substantially the “Plan of Distribution”
attached hereto as Annex
      A.
      Subject
      to the terms of this Agreement, the Company shall use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after the filing thereof, but in any event prior to the
      applicable Effectiveness Date, and shall use its best efforts to keep such
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by such Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) as determined
      by
      the counsel to the Company pursuant to a written opinion letter to such effect,
      addressed and acceptable to the Company’s transfer agent and the affected
      Holders (the “Effectiveness
      Period”).
      The
      Company shall immediately notify the Holders via facsimile of the effectiveness
      of the Registration Statement on the same day that the Company receives
      notification of the effectiveness from the Commission. Failure to so notify
      the
      Holder the same day of such notification shall be deemed an Event under Section
      2(b).

    


    (b)
      If:
      (i) a Registration Statement is not filed on or prior to its Filing Date (if
      the
      Company files a Registration Statement without affording the Holders the
      opportunity to review and comment on the same as required by Section 3(a),
      the
      Company shall not be deemed to have satisfied clause (i)), or (ii) the Company
      fails to file with the Commission a request for acceleration in accordance
      with
      Rule 461 promulgated under the Securities Act, within five Trading Days of
      the
      date that the Company is notified (orally or in writing, whichever is earlier)
      by the Commission that a Registration Statement will not be “reviewed,” or not
      subject to further review, or (iii) prior to its Effectiveness Date, the Company
      fails to file a pre-effective amendment and otherwise respond in writing to
      comments made by the Commission in respect of such Registration Statement within
      10 Trading Days after the receipt of comments by or notice from the Commission
      that such amendment is required in order for a Registration Statement to be
      declared effective, or (iv) a Registration Statement filed or required to be
      filed hereunder is not declared effective by the Commission by its Effectiveness
      Date, or (v) after the Effectiveness Date, a Registration Statement ceases
      for
      any reason to remain continuously effective as to all Registrable Securities
      for
      which it is required to be effective, or the Holders are not permitted to
      utilize the Prospectus therein to resell such Registrable Securities for 15
      consecutive days or an aggregate of 25 days during any 12-month period (which
      need not be consecutive days) (any such failure or breach being referred to
      as
      an “Event”,
      and
      for purposes of clause (i) or (iv) the date on which such Event occurs, or
      for
      purposes of clause (ii) the date on which such five Trading Day period is
      exceeded, or for purposes of clause (iii) the date which such 10 Trading Day
      period is exceeded, or for purposes of clause (v) the date on which such 15
      or
      25 day period, as applicable, is exceeded being referred to as “Event
      Date”),
      then
      in addition to any other rights the Holders may have hereunder or under
      applicable law: (x) on each such Event Date the Company shall pay to each Holder
      an amount in cash, as partial liquidated damages and not as a penalty, equal
      to
      1.5% of the aggregate Subscription Amount paid by such Holder pursuant to the
      Purchase Agreement for any Registrable Securities then held by such Holder;
      and
      (y) on each monthly anniversary of each such Event Date (if the applicable
      Event
      shall not have been cured by such date) until the applicable Event is cured,
      the
      Company shall pay to each Holder an amount in cash, as partial liquidated
      damages and not as a penalty, equal to 1.5% of the aggregate Subscription Amount
      paid by such Holder pursuant to the Purchase Agreement for any Registrable
      Securities then held by such Holder. If the Company fails to pay any partial
      liquidated damages pursuant to this Section in full within seven days after
      the
      date payable, the Company will pay interest thereon at a rate of 18% per annum
      (or such lesser maximum amount that is permitted to be paid by applicable law)
      to the Holder, accruing daily from the date such partial liquidated damages
      are
      due until such amounts, plus all such interest thereon, are paid in full. The
      partial liquidated damages pursuant to the terms hereof shall apply on a daily
      pro-rata basis for any portion of a month prior to the cure of an
      Event.

     

    
 

    
      
        
           

        

        
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    3.
      Registration
      Procedures

    


    In
      connection with the Company's registration obligations hereunder, the Company
      shall:

    


    (a)
      Not
      less than five Trading Days prior to the filing of each Registration Statement
      or any related Prospectus or any amendment or supplement thereto (including
      any
      document that would be incorporated or deemed to be incorporated therein by
      reference), the Company shall, (i) furnish to each Holder copies of all such
      documents proposed to be filed, which documents (other than those incorporated
      or deemed to be incorporated by reference) will be subject to the review of
      such
      Holders, and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary,
      in the reasonable opinion of respective counsel to conduct a reasonable
      investigation within the meaning of the Securities Act. The Company shall not
      file a Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities shall reasonably object in good faith, provided that, the Company
      is
      notified of such objection in writing no later than 5 Trading Days after the
      Holders have been so furnished copies of such documents. Each Holder agrees
      to
      furnish to the Company a completed Questionnaire in the form attached to this
      Agreement as Annex B (a “Selling
      Shareholder Questionnaire”)
      not
      less than two Trading Days prior to the Filing Date or by the end of the fourth
      Trading Day following the date on which such Holder receives draft materials
      in
      accordance with this Section. 

    


    (b)
      (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to a Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep a Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement (subject to the terms of
      this
      Agreement), and as so supplemented or amended to be filed pursuant to Rule
      424;
      (iii) respond as promptly as reasonably possible to any comments received from
      the Commission with respect to a Registration Statement or any amendment thereto
      and as promptly as reasonably possible provide the Holders true and complete
      copies of all correspondence from and to the Commission relating to a
      Registration Statement; and (iv) comply in all material respects with the
      provisions of the Securities Act and the Exchange Act with respect to the
      disposition of all Registrable Securities covered by a Registration Statement
      during the applicable period in accordance (subject to the terms of this
      Agreement) with the intended methods of disposition by the Holders thereof
      set
      forth in such Registration Statement as so amended or in such Prospectus as
      so
      supplemented.

     

    
 

    
      
        
           

        

        
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    (c)
      If
      during the Effectiveness Period, the number of Registrable Securities at any
      time exceeds 75% of the number of shares of Common Stock then registered in
      a
      Registration Statement, then the Company shall file as soon as reasonably
      practicable but in any case prior to the applicable Filing Date, an additional
      Registration Statement covering the resale by the Holders of not less than
      150%
      of the number of such Registrable Securities.

    


    (d)
      Notify the Holders of Registrable Securities to be sold (which notice shall,
      pursuant to clauses (ii) through (vi) hereof, be accompanied by an instruction
      to suspend the use of the Prospectus until the requisite changes have been
      made)
      as promptly as reasonably possible (and, in the case of (i)(A) below, not less
      than five Trading Days prior to such filing) and (if requested by any such
      Person) confirm such notice in writing no later than one Trading Day following
      the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to a Registration Statement is proposed to be filed; (B) when the
      Commission notifies the Company whether there will be a “review” of such
      Registration Statement and whenever the Commission comments in writing on such
      Registration Statement (the Company shall provide true and complete copies
      thereof and all written responses thereto to each of the Holders); and (C)
      with
      respect to a Registration Statement or any post-effective amendment, when the
      same has become effective; (ii) of any request by the Commission or any other
      Federal or state governmental authority for amendments or supplements to a
      Registration Statement or Prospectus or for additional information; (iii) of
      the
      issuance by the Commission or any other federal or state governmental authority
      of any stop order suspending the effectiveness of a Registration Statement
      covering any or all of the Registrable Securities or the initiation of any
      Proceedings for that purpose; (iv) of the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; (v) of the occurrence of any event or passage of time that makes the
      financial statements included in a Registration Statement ineligible for
      inclusion therein or any statement made in a Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      a
      Registration Statement, Prospectus or other documents so that, in the case
      of a
      Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading; and
      (vi) the occurrence or existence of any pending corporate development with
      respect to the Company that the Company believes may be material and that,
      in
      the determination of the Company, makes it not in the best interest of the
      Company to allow continued availability of the Registration Statement or
      Prospectus; provided that any and all of such information shall remain
      confidential to each Holder until such information otherwise becomes public,
      unless disclosure by a Holder is required by law; provided,
      further,
      notwithstanding each Holder’s agreement to keep such information confidential,
      the Holders make no acknowledgement that any such information is material,
      non-public information. Furnish to each Holder, without charge, at least one
      conformed copy of each such Registration Statement and each amendment thereto,
      including financial statements and schedules, all documents incorporated or
      deemed to be incorporated therein by reference to the extent requested by such
      Person, and all exhibits to the extent requested by such Person (including
      those
      previously furnished or incorporated by reference) promptly after the filing
      of
      such documents with the Commission.

     

    
 

    
      
        
           

        

        
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    (e)
      Promptly deliver to each Holder, without charge, as many copies of the
      Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request. Subject
      to the terms of this Agreement, the Company hereby consents to the use of such
      Prospectus and each amendment or supplement thereto by each of the selling
      Holders in connection with the offering and sale of the Registrable Securities
      covered by such Prospectus and any amendment or supplement thereto.

    


    (f)
      Use
      commercially reasonable efforts to register or qualify the resale of such
      Registrable Securities as required under applicable securities or Blue Sky
      laws
      of each State within the United States as any Holder requests in writing, to
      keep each such registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period; provided, that the Company shall not be
      required to qualify generally to do business in any jurisdiction where it is
      not
      then so qualified or subject the Company to any material tax in any such
      jurisdiction where it is not then so subject.

    


    (g)
      Cooperate with the Holders to facilitate the timely preparation and delivery
      of
      certificates representing Registrable Securities to be delivered to a transferee
      pursuant to a Registration Statement, which certificates shall be free, to
      the
      extent permitted by the Purchase Agreement, of all restrictive legends, and
      to
      enable such Registrable Securities to be in such denominations and registered
      in
      such names as any such Holders may request.

    


    (h)
      Upon
      the occurrence of any event contemplated by this Section 3, as promptly as
      reasonably possible under the circumstances taking into account the Company’s
      good faith assessment of any adverse consequences to the Company and its
      stockholders of the premature disclosure of such event, prepare a supplement
      or
      amendment, including a post-effective amendment, to a Registration Statement
      or
      a supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither a Registration Statement nor such
      Prospectus will contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. If
      the
      Company notifies the Holders in accordance with clauses (ii) through (v) of
      Section 3(d) above to suspend the use of the use of any Prospectus until the
      requisite changes to such Prospectus have been made, then the Holders shall
      suspend use of such Prospectus. The Company will use its best efforts to ensure
      that the use of the Prospectus may be resumed as promptly as is practicable.
      The
      Company shall be entitled to exercise its right under this Section 3(h) to
      suspend the availability of a Registration Statement and Prospectus, subject
      to
      the payment of partial liquidated damages pursuant to Section 2(b), for a period
      not to exceed 60 days (which need not be consecutive days) in any 12 month
      period.

    


    (i)
       Comply
      with all applicable rules and regulations of the Commission.

     

    
 

    
      
        
           

        

        
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    (j) Use
      its
      best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of
      (i) any order suspending the effectiveness of a Registration Statement, or
      (ii)
      any suspension of the qualification (or exemption from qualification) of any
      of
      the Registrable Securities for sale in any jurisdiction, at the earliest
      practicable moment.

    


    (k) The
      Company may require, at any time prior to the third Trading Day prior to the
      Filing Date, each Holder to furnish to the Company a statement as to the number
      of shares of Common Stock beneficially owned by such Holder and, if requested
      by
      the Commission and the Holder is not an individual, the controlling person
      thereof, within three Trading days of the Company’s request. During any periods
      that the Company is unable to meet its obligations hereunder with respect to
      the
      registration of the Registrable Securities solely because any Holder fails
      to
      furnish such information within three Trading Days of the Company’s request, any
      partial liquidated damages that are accruing as to the Holders at such time
      shall be tolled and any Event that may otherwise occur as to such Holder solely
      because of such delay shall be suspended, until such information is delivered
      to
      the Company.

    


    4.
      Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to the Registration Statement. The
      fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with the
      Trading Market on which the Common Stock is then listed for trading, and (B)
      in
      compliance with applicable state securities or Blue Sky laws reasonably agreed
      to by the Company in writing (including, without limitation, fees and
      disbursements of counsel for the Company in connection with Blue Sky
      qualifications or exemptions of the Registrable Securities and determination
      of
      the eligibility of the Registrable Securities for investment under the laws
      of
      such jurisdictions as requested by the Holders) and (C) with respect to any
      filing that may be required to be made by any broker through which a Holder
      intends to make sales of Registrable Securities with NASD Regulation, Inc.
      pursuant to the NASD Rule 2710, so long as the broker is receiving no more
      than
      a customary brokerage commission in connection with such sale, (ii) printing
      expenses (including, without limitation, expenses of printing certificates
      for
      Registrable Securities and of printing prospectuses requested by the Holders),
      (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
      of
      counsel for the Company, (v) Securities Act liability insurance, if the Company
      so desires such insurance, and (vi) fees and expenses of all other Persons
      retained by the Company in connection with the consummation of the transactions
      contemplated by this Agreement. In addition, the Company shall be responsible
      for all of its internal expenses incurred in connection with the consummation
      of
      the transactions contemplated by this Agreement (including, without limitation,
      all salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder. In no event shall the Company be
      responsible for any broker or similar commissions or, except to the extent
      provided for in the Transaction Documents, any legal fees or other costs of
      the
      Holders.

    


    5.
      Indemnification

     

    
 

    
      
        
           

        

        
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    (a)
      Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, brokers (including
      brokers who offer and sell Registrable Securities as principal as a result
      of a
      pledge or any failure to perform under a margin call of Common Stock),
      investment advisors and employees of each of them, each Person who controls
      any
      such Holder (within the meaning of Section 15 of the Securities Act or Section
      20 of the Exchange Act) and the officers, directors, agents and employees of
      each such controlling Person, to the fullest extent permitted by applicable
      law,
      from and against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, costs of preparation and reasonable attorneys'
      fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in a Registration Statement, any Prospectus or
      any
      form of prospectus or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein (in the case of any Prospectus or form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (1) such
      untrue statements or omissions or alleged untrue statements or omissions are
      based upon information regarding such Holder furnished in writing to the Company
      by such Holder expressly for use therein, or to the extent that such information
      relates to such Holder or such Holder’s proposed method of distribution of
      Registrable Securities and was reviewed and expressly approved in writing by
      such Holder expressly for use in a Registration Statement, such Prospectus
      or
      such form of Prospectus or in any amendment or supplement thereto or (2) in
      the
      case of an occurrence of an event of the type specified in Section
      3(d)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus
      after the Company has notified such Holder in writing that the Prospectus is
      outdated or defective and prior to the receipt by such Holder of the Advice
      contemplated in Section 6(e). The Company shall notify the Holders promptly
      of
      the institution, threat or assertion of any Proceeding arising from or in
      connection with the transactions contemplated by this Agreement of which the
      Company is aware.

    


    (b)
      Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses (as determined by a court of competent jurisdiction
      in a final judgment not subject to appeal or review) arising out of or based
      upon any untrue statement of a material fact contained in any Registration
      Statement, any Prospectus, or any form of prospectus, or in any amendment or
      supplement thereto, or arising solely out of or based solely upon: (i) such
      Holder’s failure to comply with the prospectus delivery requirements of the
      Securities Act or (ii) any omission of a material fact required to be stated
      therein or necessary to make the statements therein not misleading to the
      extent, but only to the extent, such untrue statement or omission is contained
      in any information so furnished in writing by such Holder to the Company
      specifically for inclusion in such Registration Statement or such Prospectus
      or
      to the extent that (1) such untrue statements or omissions are based upon
      information regarding such Holder furnished in writing to the Company by such
      Holder expressly for use therein, or to the extent such information relates
      to
      such Holder or such Holder's proposed method of distribution of Registrable
      Securities and was reviewed and expressly approved in writing by such Holder
      expressly for use in the Registration Statement, such Prospectus or such form
      of
      Prospectus or in any amendment or supplement thereto or (2) in the case of
      an
      occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the
      use
      by such Holder of an outdated or defective Prospectus after the Company has
      notified such Holder in writing that the Prospectus is outdated or defective
      and
      prior to the receipt by such Holder of the Advice contemplated in Section 6(e).
      In no event shall the liability of any selling Holder hereunder be greater
      in
      amount than the dollar amount of the net proceeds received by such Holder upon
      the sale of the Registrable Securities giving rise to such indemnification
      obligation.

     

    
 

    
      
        
           

        

        
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    (c)
      Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such Indemnified Party shall promptly notify the Person from whom indemnity
      is
      sought (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      and
      the payment of all fees and expenses incurred in connection with defense
      thereof; provided, that the failure of any Indemnified Party to give such notice
      shall not relieve the Indemnifying Party of its obligations or liabilities
      pursuant to this Agreement, except (and only) to the extent that such failure
      shall have prejudiced the Indemnifying Party.

    


    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a material conflict of interest is likely to exist if the same
      counsel were to represent such Indemnified Party and the Indemnifying Party
      (in
      which case, if such Indemnified Party notifies the Indemnifying Party in writing
      that it elects to employ separate counsel at the expense of the Indemnifying
      Party, the Indemnifying Party shall not have the right to assume the defense
      thereof and the expense of one such counsel for each Holder shall be at the
      expense of the Indemnifying Party). The Indemnifying Party shall not be liable
      for any settlement of any such Proceeding effected without its written consent,
      which consent shall not be unreasonably withheld. No Indemnifying Party shall,
      without the prior written consent of the Indemnified Party, effect any
      settlement of any pending Proceeding in respect of which any Indemnified Party
      is a party, unless such settlement includes an unconditional release of such
      Indemnified Party from all liability on claims that are the subject matter
      of
      such Proceeding.

    


    Subject
      to the terms of this Agreement, all fees and expenses of the Indemnified Party
      (including reasonable fees and expenses to the extent incurred in connection
      with investigating or preparing to defend such Proceeding in a manner not
      inconsistent with this Section) shall be paid to the Indemnified Party, as
      incurred, within ten Trading Days of written notice thereof to the Indemnifying
      Party (regardless of whether it is ultimately determined that an Indemnified
      Party is not entitled to indemnification hereunder; provided, that the
      Indemnifying Party may require such Indemnified Party to undertake to reimburse
      all such fees and expenses to the extent it is finally judicially determined
      that such Indemnified Party is not entitled to indemnification
      hereunder).

     

    
 

    
      
        
           

        

        
          9

          
            

          

        

        
           

        

      

    

    


    


    (d)
      Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in Section 5(c), any reasonable attorneys' or other reasonable fees or expenses
      incurred by such party in connection with any Proceeding to the extent such
      party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms.

    


    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission.

    


    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

    


    6.
      Miscellaneous

    


    (a)
      Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and all of the Holders of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the provisions hereof with respect to a matter that relates exclusively to
      the
      rights of Holders and that does not directly or indirectly affect the rights
      of
      other Holders may be given by Holders of all of the Registrable Securities
      to
      which such waiver or consent relates; provided,
      however,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding sentence.
      

     

    
 

    
      
        
           

        

        
          10

          
            

          

        

        
           

        

      

    

    


    


    (b)
      No
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities, that would
      have the effect of impairing the rights granted to the Holders in this Agreement
      or otherwise conflicts with the provisions hereof. Except as set forth on
      Schedule 6(b), neither the Company nor any of its subsidiaries has previously
      entered into any agreement granting any registration rights with respect to
      any
      of its securities to any Person that have not been satisfied in
      full.

    


    (c)
      No
      Piggyback on Registrations.
      Except
      as set forth on Schedule
      6(c)
      attached
      hereto, neither the Company nor any of its security holders (other than the
      Holders in such capacity pursuant hereto) may include securities of the Company
      in the Registration Statement other than the Registrable Securities. The Company
      shall not file any other registration statements until the initial Registration
      Statement required hereunder is declared effective by the Commission, provided
      that this Section
      6(c)
      shall
      not prohibit the Company from filing amendments to registration statements
      already filed.

    


    (d)
      Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to the Registration Statement.

    


    (e)
      Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Sections 3(d)(ii), (iii) or (vi), such Holder will forthwith
      discontinue disposition of such Registrable Securities under a Registration
      Statement until such Holder's receipt of the copies of the supplemented
      Prospectus and/or amended Registration Statement contemplated by Section 3(h),
      or until it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph.
      The
      Company agrees and acknowledges that any period during which the Holder is
      required to discontinue the disposition of the Registrable Securities hereunder
      shall be subject to the provisions of Section 2(b).

    


    (f)
      Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans, then the Company
      shall send to each Holder written notice of such determination and, if within
      fifteen days after receipt of such notice, any such Holder shall so request
      in
      writing, the Company shall include in such registration statement all or any
      part of such Registrable Securities such holder requests to be registered;
      provided, that, the Company shall not be required to register any Registrable
      Securities pursuant to this Section 6(f) that are eligible for resale pursuant
      to Rule 144(k) promulgated under the Securities Act or that are the subject
      of a
      then effective Registration Statement.

     

    
 

    
      
        
           

        

        
          11

          
            

          

        

        
           

        

      

    

    


    


    (g)
      Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Purchase Agreement.
      

    


    (h)
      Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of all of the Holders of the then-outstanding
      Registrable Securities. Each Holder may assign their respective rights hereunder
      in the manner and to the Persons as permitted under the Purchase
      Agreement.

    


    (i)
      Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

    


    (j)
      Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party hereby irrevocably submits
      to
      the exclusive jurisdiction of the state and federal courts sitting in the City
      of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein, and hereby irrevocably waives, and agrees not to assert in
      any
      suit, action or proceeding, any claim that it is not personally subject to
      the
      jurisdiction of any such court, that such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address in effect for notices to
      it
      under this Agreement and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing contained herein
      shall
      be deemed to limit in any way any right to serve process in any manner permitted
      by law. Each party hereto hereby irrevocably waives, to the fullest extent
      permitted by applicable law, any and all right to trial by jury in any legal
      proceeding arising out of or relating to this Agreement or the transactions
      contemplated hereby. If either party shall commence a Proceeding to enforce
      any
      provisions of this Agreement, then the prevailing party in such Proceeding
      shall
      be reimbursed by the other party for its attorneys’ fees and other costs and
      expenses incurred with the investigation, preparation and prosecution of such
      Proceeding.

    


    (k)
      Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    
 

    
      
        
           

        

        
          12

          
            

          

        

        
           

        

      

    

    


    


    (l)
      Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

    


    (m)
      Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    (n) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.

    


    (o)
      Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder hereunder is several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Holder shall be entitled
      to
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Holder to
      be
      joined as an additional party in any proceeding for such purpose.

    


    (p)
      Disclosed
      Transactions. Purchaser
      is aware of and acknowledges the terms and conditions of the proposed
      acquisition of SVI Hotel Corporation and all financing transactions directly
      related thereto. All such transactions include the granting of registration
      rights to various parties. Notwithstanding any other provision contained herein
      to the contrary, none of the registration rights granted or to be granted under
      the proposed acquisition of SVI Hotel Corporation or any of the financing
      transactions directly related thereto shall be in violation of or constitute
      a
      breach of this Agreement. 

    


    ********************

     

    
 

    
      
        
           

        

        
          13

          
            

          

        

        
           

        

      

    

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

    


    
      	 	
              OXFORD
                MEDIA, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	
              __________________________________________

            
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


     

    


    


    


    


    


    


    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]

    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
           

        

        
          14

          
            

          

        

        
           

        

      

    

     

    
 

    [SIGNATURE
      PAGE OF HOLDERS TO OXMI RRA]

    


    Name
      of
      Investing Entity or Individual: __________________________

    Signature
      of Authorized Signatory of Investing Entity or Individual:
      __________________________

    Name
      of
      Authorized Signatory (if not an Individual):
      _________________________

    Title
      of
      Authorized Signatory (if not an Individual):
      __________________________

    


    


    


    [SIGNATURE
      PAGES CONTINUE]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
           

        

        
          15

          
            

          

        

        
           

        

      

    

     

     

    Plan
      of Distribution

    


    Each
      Selling Stockholder (the “Selling
      Stockholders”)
      of the
      common stock (“Common
      Stock”)
      of
      Oxford Media, Inc., a Nevada corporation (the “Company”)
      and
      any of their pledgees, assignees and successors-in-interest may, from time
      to
      time, sell any or all of their shares of Common Stock on any stock exchange,
      market or trading facility on which the shares are traded or in private
      transactions. These sales may be at fixed or negotiated prices. A Selling
      Stockholder may use any one or more of the following methods when selling
      shares:

     

    
      	 	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	 	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	 	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              settlement
                of short sales entered into after the date of this
                prospectus;

            


    

     

    
      	 	
              ·

            	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	 	
              ·

            	
              a
                combination of any such methods of
                sale;

            


    

     

    
      	 	
              ·

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or otherwise;
                or

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities
      Act”),
      if
      available, rather than under this prospectus.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. Each
      Selling Stockholder does not expect these commissions and discounts relating
      to
      its sales of shares to exceed what is customary in the types of transactions
      involved.

     

    


    
      
        
           

        

        
          16

          
            

          

        

        
           

        

      

    

    


    In
      connection with the sale of our common stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of our common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Each Selling Stockholder has informed the
      Company that it does not have any agreement or understanding, directly or
      indirectly, with any person to distribute the Common Stock.

     

    The
      Company is required to pay certain fees and expenses incurred by the Company
      incident to the registration of the shares. The Company has agreed to indemnify
      the Selling Stockholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act. 

     

    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act. In addition, any securities covered by this prospectus
      which qualify for sale pursuant to Rule 144 under the Securities Act may be
      sold
      under Rule 144 rather than under this prospectus. Each Selling Stockholder
      has
      advised us that they have not entered into any agreements, understandings or
      arrangements with any underwriter or broker-dealer regarding the sale of the
      resale shares. There is no underwriter or coordinating broker acting in
      connection with the proposed sale of the resale shares by the Selling
      Stockholders.

     

    We
      agreed
      to keep this prospectus effective until the earlier of (i) the date on which
      the
      shares may be resold by the Selling Stockholders without registration and
      without regard to any volume limitations by reason of Rule 144(e) under the
      Securities Act or any other rule of similar effect or (ii) all of the shares
      have been sold pursuant to the prospectus or Rule 144 under the Securities
      Act
      or any other rule of similar effect. The resale shares will be sold only through
      registered or licensed brokers or dealers if required under applicable state
      securities laws. In addition, in certain states, the resale shares may not
      be
      sold unless they have been registered or qualified for sale in the applicable
      state or an exemption from the registration or qualification requirement is
      available and is complied with.

     

    


    
      
        
           

        

        
          17

          
            

          

        

        
           

        

      

    

     

     

    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to our common stock for a period of two business
      days prior to the commencement of the distribution. In addition, the Selling
      Stockholders will be subject to applicable provisions of the Exchange Act and
      the rules and regulations thereunder, including Regulation M, which may limit
      the timing of purchases and sales of shares of our common stock by the Selling
      Stockholders or any other person. We will make copies of this prospectus
      available to the Selling Stockholders and have informed them of the need to
      deliver a copy of this prospectus to each purchaser at or prior to the time
      of
      the sale.

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


    
      
        
           

        

        
          18

          
            

          

        

        
           

        

      

    

     

     

    Annex
      B

     

    OXFORD
      MEDIA, INC.

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock, par value $0.001 per share (the
      “Common
      Stock”),
      of
      Oxford Media, Inc., a Nevada corporation (the “Company”),
      (the
“Registrable
      Securities”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form S-3 (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of August __, 2006 (the “Registration
      Rights Agreement”),
      among
      the Company and the Purchasers named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms not otherwise defined herein shall have the
      meanings ascribed thereto in the Registration Rights Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

     

    


    


    


    


    


    


    


    


    


    


    
      
        
           

        

        
          19

          
            

          

        

        
           

        

      

    

    


    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    
      	
              1.

            	
              Name.

            


    

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling Securityholder

            


      	 	 	 


      	
            	 	
              
 


    

     

    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


      	 	 	 


      	 	 	
              

            


    

     

    
      	 	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the
                questionnaire):

            


      	 	 	 


      	 	 	
              
 


    

     

     

    
      	
              2.

            	
              Address
                for Notices to Selling
                Securityholder:

            


    

     

     

    
      	
              
 
	
              
 
	
              
 
	
              Telephone:
                ___________________________________________________

            
	
              Fax:
                ________________________________________________________

            
	
              Contact
                Person:
                _______________________________________________

            


    

    


    
      	
              3.

            	
              Beneficial
                Ownership of Registrable
                Securities:

            


    

     

    
      	 	
              (a)

            	
              Type
                and Principal Amount of Registrable Securities beneficially
                owned:

            


      	 	 	 


      	 	 	
              
 


      	 	 	
              
 


      	 	 	
              
 


    

    
 

    
      
        
           

        

        
          20

          
            

          

        

        
           

        

      

    

    


    
      	
              4.

            	
              Broker-Dealer
                Status:

            


    

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    
      	
              Yes  
                r

            	
              No  
                r

            


    

     

    
      	 	
              (b)

            	
              If
                “yes” to Section 4(a), did you receive your Registrable Securities as
                compensation for investment banking services to the
                Company.

            


    

    
       

      
        	
                Yes  
                  r

              	
                No  
                  r

              


      

       

    

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (c)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

    
       

      
        	
                Yes  
                  r

              	
                No  
                  r

              


      

       

    

    
      	 	
              (d)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

    
       

      
        	
                Yes  
                  r

              	
                No  
                  r

              


      

       

    

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	
              5.

            	
              Beneficial
                Ownership of Other Securities of the Company Owned by the Selling
                Securityholder.

            


    

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    
      
        	 	
                (a)

              	
                Type
                  and Amount of Other Securities beneficially owned by the Selling
                  Securityholder:

              


        	 	 	 


        	 	 	
                
 


        	 	 	
                
 


        	 	 	 


      

       

    

    


    
      
        
           

        

        
          21

          
            

          

        

        
           

        

      

    

     

     

    
      	
              6.

            	
              Relationships
                with the Company:

            


    

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

    
       

      
        
          	 	
                  
 


          	 	
                  
 


        

         

         

      

    

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus
and
      any
      amendments or supplements thereto.
      The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    
      	
              Dated:
                _________________________

            	
              Beneficial
                Owner: ____________________________

            
	 	 	 
	 	
              By:

            	_____________________________________
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    


     

    


     

    


     

     

     

     

     

     

    22