Exhibit 10.4


    
      

      

    

    


    


    


    


    


    


    


    


    


    


    


    


    
      	
               

               

              EXECUTIVE

              EMPLOYMENT
                AGREEMENT

               

               

            


    

    
      


    


    


    


    


    


    


    OXFORD
      MEDIA, INC.,

    a
      Nevada Corporation

    as
      “Employer”

    


    and

    


    DAVID
      NOYES,

    as
      “Executive”

    


    


    


    


    


    


    


    Effective
      Date:

    01
      October 2005

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    


    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    I

    


    PARTIES

    


    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT
      (the
“Agreement”) is entered into effective as of the 1st
      day of
      October, 2005 (the “Effective Date”), by and between OXFORD
      MEDIA, INC., a Nevada corporation
      (the
“Employer”); and,
      DAVID
      NOYES, an individual currently residing in the State of California (the
“Executive”). Employer and Executive are sometimes referred to collectively
      herein as the “Parties”, and each individually as a “Party”.

    


    II

    


    RECITALS

    


    A.    Employer
      is engaged in the business of, among other things, through its subsidiary
      businesses, (i) developing
      private broadband networks and proprietary software and hardware which allows
      for the delivery of low-cost broadband Internet access as well as video and
      audio content on demand on a Pay-Per-View basis; and, (ii) acting as a wireless
      and business systems provider specializing in WiFi/WiMAX, IT Security and IT
      Integration, and Telecom (which includes as part of these offering of services,
      the design and installation of specialty communication systems for data, voice,
      video, and telecom, and the deployment of fixed wireless networks).


    


    B.    Employer’s
      principal place of business is located at One
      Technology Drive, Building H, Irvine, California, 92618 (the
      “Premises”). 

    


    C.    Executive
      is
      acknowledged as having domain expertise as a chief financial officer and
      possessing significant contacts in the fields of technology to be pursued by
      Employer, and Executive represents
      to possess certain other skills and contacts which would enable Executive to
      benefit Employer. 

    


    D.    The
      Parties acknowledge that the Executive’s abilities and services are unique and
      essential to the prospects of Employer, and Employer has relied upon Executive
      agreeing to serve Employer pursuant to this Agreement.

    


    E.    Employer
      desires to retain the services of Executive, and Executive desires to be
      retained by Employer, all pursuant to the terms and conditions contained
      herein.

    


    F.    NOW,
      THEREFORE,
      in
      consideration of the promises and the mutual covenants contained herein, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Parties, intending to be legally bound, hereby agree
      as
      follows:

    


    


    
      
        
           

        

        
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    III

    


    EMPLOYMENT

    


    3.1    Position.
      Employer hereby hires Executive to serve in the position as chief financial
      officer of Employer. Executive shall do and perform all services, duties,
      responsibilities, and acts typically and customarily undertaken by the chief
      financial officer of a corporation of size and scope substantially similar
      to
      Employer, which shall include but not be limited to those items prescribed
      by
      the Bylaws of Employer, as amended from time-to-time, subject always to the
      final determination of the Board of Directors of Employer (the “Board”). Said
      services may also include, but not be limited to, those listed on Exhibit 3.1,
      attached hereto and incorporated herein by reference.

    


    3.2    Reasonable
      Additional or Changed Responsibilities.
      Although nothing
      herein shall preclude the Board from changing Executive’s title or materially
      changing the duties of Executive if such Board has concluded in its reasonable
      judgment that such change is in Employer’s best interests, any such change shall
      be deemed to be a termination by Employer without cause. At all times during
      the
      term of this Agreement, Executive shall be employed as a senior executive of
      Employer, with appropriate and commensurate compensation, title, rank and,
      status. If Executive is elected or appointed a director or officer of any of
      Employer’s subsidiaries during the Term of this Agreement, Executive, if he
      accepts such position, will serve in such capacity without further
      compensation.

    


    3.3    Time
      and Effort.

    


    3.3.1.    Entire
      Productive Time.
      Executive shall devote Executive’s entire business time, attention, knowledge,
      and skill to the business and interests of Employer. Employer shall be entitled
      to all the benefits and profits arising from or incident to any and all services
      performed by Executive pursuant to this Agreement.

    


    3.3.2.    Exceptions.
      Nothing
      contained in Section 3.3.1., above, shall be construed to prevent Executive
      from, during the Term of this Agreement:

    


    (a)    purchasing
      securities in any corporation whose securities are regularly traded provided
      that such purchase shall not result in his collectively owning beneficially
      at
      any time five percent (5%) or more of the equity securities of any corporation
      engaged in a business competitive to that of Employer; or

    


    (b)    participating
      in conferences, preparing or publishing papers or books or teaching, so long
      as
      Executive provides reasonable written notice to the Board of such activities
      prior to Executive engaging in them. 

     

    3.4    Term.

    


    3.4.1.    Initial
      Term.
      Executive’s employment with Employer and the Term of this Agreement shall
      commence on the 1st
      day of
      October 2005 (the “Start Date”), and shall continue for an initial period of
      three (3) years, unless sooner terminated as provided for herein (the “Initial
      Term”).

     

     

    


    
      
        
           

        

        
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    3.4.2.    Extended
      Term.
      This
      Agreement shall remain in full force and effect and shall renew for an
      additional twenty-four (24) months (the “Extended Term”), provided that neither
      Party at least sixty days (60) prior to the end of Initial Term gives written
      notice to the other of its decision to not have the Agreement remain in full
      force and effect for the Extended Term, thereby terminating the Agreement as
      of
      and at the end of the Initial Term.

    


    3.4.3.    Term
      Defined.
      For
      purposes of this Agreement, the word “Term” shall specifically include the
      Initial Term and all Extended Term hereunder.

    


    3.5    Location.
      Except
      for routine travel incident to the business of Employer, Executive’s services
      hereunder shall be principally performed at the Premises, or such other location
      within the surrounding area of the Premises. 

    


    IV

    


    COMPENSATION

    


    4.1    Base
      Salary.
      Employer agrees to pay Executive and Executive agrees to accept as compensation
      for the services and obligations set forth herein, as Base Salary, the sums
      referenced on Exhibit 4.1, attached hereto and incorporated herein by reference,
      per annum, which sum shall be paid to Executive by Employer in equal
      semi-monthly installments to be tendered to Executive on the first and fifteenth
      day of each month, or at such other intervals as may be mutually agreed upon
      by
      Employer and Executive.

    


    4.1.1.    Necessary
      Deductions.
      Employer shall deduct from the Base Salary amounts sufficient to cover
      applicable federal, state, and/or local income tax withholdings, and any other
      amounts which Employer is required to withhold by applicable law. 

    


    4.1.2.    Yearly
      Review.
      Upon
      each yearly anniversary of the Start Date, Executive’s Base Salary shall be
      reviewed by the Board or the Compensation Committee of the Board (the
“Compensation Committee”). Base Salary may be increased above those amounts
      referenced in Exhibit 4.1, but may never be decreased, in the sole discretion
      of
      the Board or the Compensation Committee. 

    


    4.2    Discretionary
      Annual Bonuses.
      Employer may, but is not obligated to, pay Executive, as additional annual
      compensation, during each calendar year ending during the Term of this
      Agreement, such sums as may annually be determined by the Board, or the
      Compensation Committee, including bonus, regular and cost of living increases,
      and adjustments.

    


    4.3    Stock
      Grant.
      As
      additional consideration hereunder, Employer hereby agrees to grant to Executive
      one hundred ninety thousand (190,000) shares of the common stock of Employer
      (the “Granted Stock”) in order to satisfy the commitment previously made by
      Oxford Media Corp., which commitment was assumed by Employer as a result of
      the
      merger of Oxford Media Corp. into a wholly-owned subsidiary of Employer. The
      Granted Stock shall be granted as of and on the Effective Date and Employer
      shall issue share certificates representing the Granted Stock no later than
      31
      December 2005, free and clear of all restrictions, other than those pursuant
      to
      applicable law.

    


    
      
        
           

        

        
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    V

    


    EXECUTIVE
      BENEFITS

    


    5.1    Employer
      Policy.
      During
      the Term of this Agreement, Executive
      shall be entitled to participate in employee benefit plans or programs of
      Employer, if any, to the extent that his position, tenure, salary, age, health
      and other qualifications make him eligible to participate, subject to the rules
      and regulations applicable thereto. Such additional benefits shall include,
      subject to the approval of the Board, full medical, dental and disability income
      insurance, and participation in qualified pension and profit sharing plans,
      as
      well as a car allowance of Seven Hundred Fifty Dollars ($750.00) per month
      and a
      One Hundred Fifty Dollar ($150.00) monthly cell phone allowance.

    


    5.2    Business
      Expenses.
      Employer will reimburse Executive for all reasonable business expenses incurred
      by Executive in the performance of Executive’s duties provided
      that:

    


    (a)    Each
      such
      expenditure is reasonable and is made to support the execution of Employer’s
      business or strategic plan; 

    


    (b)    Executive
      furnishes to Employer adequate records and other documentary evidence required
      to substantiate such expenditures as a proper deduction for federal income
      tax
      purposes. 

    


    5.3    Vacation
      Time.
      Executive shall be granted three (3) weeks paid vacation for each calendar
      year
      during the Term, with said time being immediately available for Executive’s
      benefit, but prorated for the 2005 calendar year, in accordance with Employer’s
      policy generally applicable to all employees. Vacation shall only be taken
      at
      such times as not to interfere with the necessary performance of Executive’s
      duties and obligations under this Agreement unless otherwise agreed upon by
      the
      Board. However, if at the end of any calendar year there is any accrued and
      unused vacation time for Executive, additional vacation time for Executive
      will
      not accrue until Executive takes all of his vacation time accrued from prior
      calendar years. Upon using said accrued vacation time, Executive shall once
      again be entitled to three (3) weeks paid vacation time for that calendar year,
      prorated for the month in which the remaining accrued vacation time was
      taken.

     

    5.4    Indemnification.
      Employer and Executive
      shall execute an Indemnification Agreement in the form of Exhibit 5.4, attached
      hereto and incorporated herein by reference, which shall provide, among other
      things, that Employer shall indemnify Executive against certain claims arising
      by reason of the fact that he is or was an officer or director of Employer.
      In
      addition to all rights under the Indemnification Agreement, the Parties further
      agree that all liabilities incurred by Executive in his capacity as an officer
      hereunder shall be incurred for the account of Employer, and Executive shall
      not
      be personally liable therefore. Executive shall not be liable to Employer,
      or
      any of its respective subsidiaries, affiliates, employees, officers, directors,
      agents, representatives, successors, assigns, stockholders, and their respective
      subsidiaries and affiliates, and Employer shall, and hereby agrees to,
      indemnify, defend and hold Executive harmless from and against any and all
      damages and/or loss or liability (including, without limitation, all cost of
      defense thereof), for any acts or omissions in the performance of service under
      and within the scope of this Agreement on the part of Executive. 

    


    5.5    Change
      in Control Payments.

    


    
      
        
           

        

        
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    5.5.1.    Change
      in Control.
      For
      purposes of this Agreement, a “Change in Control” of Employer shall be deemed to
      have occurred if (a) there shall be consummated (i) any consolidation or merger
      of Employer into or with another person, as such term in used in Sections
      13(d)(3) and 14(d)(2) of the Securities and Exchange Act of 1934, as amended
      (the “Exchange Act”), in which Employer is not the continuing or surviving
      corporation or pursuant to which shares of Employer’s common stock immediately
      prior to the merger have the same proportionate ownership of common stock of
      the
      surviving corporation immediately after the merger, or (ii) any sale, lease
      or
      other transfer (in one transaction or a series of related transactions) of
      all
      or substantially all of the assets of Employer; or, (b) the shareholders of
      Employer approve any plan or proposal for the liquidation or dissolution of
      Employer; or, (c) any person who is not now the owner of twenty percent (20%)
      or
      more of Employer’s outstanding equity securities shall become the beneficial
      owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty
      percent (20%) or more of Employer’s outstanding equity securities; or, (d)
      individuals who are the members of the Board (once the Board consists of at
      least seven members) cease to constitute a majority of the members of the Board,
      provided that any person becoming a member of the Board subsequent to such
      date
      whose election or nomination for election was supported by two-thirds of the
      directors who then comprised the Board shall be considered to be part of the
      original majority.

    


       5.5.2.    Severance
      Payment.
      Upon
      the occurrence of a Change in Control of Employer, the employment of Executive
      hereunder shall terminate and Employer shall pay (or, if applicable, Employer
      shall ensure that it’s successor or assign shall pay) to Executive in cash, on
      the day on which the Change of Control occurs (which for the purposes of this
      Agreement, shall be the Termination Date for this Article V), the
      following:

    


    (a)    All
      accrued and unpaid salary and other compensation payable to Executive by
      Employer for services rendered by Executive to Employer through the Termination
      Date;

    


    (b)    All
      accrued and unused vacation and sick pay payable to Executive by Employer with
      respect to services rendered by Executive to Employer through the Termination
      Date; and

    


    (c)    Severance
      pay in an amount equal to twenty-four (24) months salary based upon the then
      existing salary of Executive, with the total amount to be paid in one
      installment on the due date noted above, calculated at a net present
      value.

     

    


    5.5.3.    Provision
      of Services Following Change in Control.
      At the
      request of Employer, Executive shall continue to serve hereunder for a period
      of
      time not to exceed one hundred eighty (180) days following the Termination
      Date.
      If Employer requests Executive to perform such services, Executive shall be
      compensated from and after the Termination Date for the period that Executive
      actually remains employed by Employer at his then current salary, and with
      the
      provisions of Section 5.2, above, continuing to apply as well. All such amounts
      payable to Executive shall be in addition to and not in lieu of the amounts
      payable to Executive under Section 5.5.2, above. Upon the later to occur of
      an
      occurrence of a Change of Control or the termination of any period during which
      Executive continues to provide services as aforesaid, Executive’s employment
      hereunder shall terminate.

    


    
      
        
           

        

        
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    5.6    Life
      Insurance.
      Upon
      the completion of the first six (6) months under the Term, Employer shall
      purchase, at its sole cost and expense, a term life insurance policy with a
      death benefit of One Million Dollars ($1,000,000), with Executive as the owner
      and insured, if such coverage is available. Executive, as the owner of the
      policy, shall designate the beneficiary of the policy, as he may change same
      from time-to-time. Employer shall keep and maintain the policy in full force
      and
      effect throughout the entire Term. Executive agrees to permit Employer to
      purchase “key man” term life insurance coverage (as that term is commonly
      defined) on Executive for the benefit of Employer, in the sole discretion and
      sole cost and expense of Employer.

    


    VI

    


    TERMINATION

    


    6.1    Termination
      in Case of Death.

    


    6.1.1.    Termination
      Event.
      Executive’s employment hereunder shall terminate immediately upon the death of
      Executive, which shall be the Termination Date for this Section
      6.1.

    


    6.1.2.    Result
      of Termination.
      Upon
      termination of Executive’s employment pursuant to this Section 6.1, Employer
      shall pay to Executive’s estate, on the Termination Date, a lump sum payment of
      an amount equal to (i) all accrued and unused vacation and sick pay payable
      to
      Executive by Employer with respect to serviced rendered by Executive to Employer
      through the Termination Date; and, (ii) an amount equal to twelve (12) months
      salary based upon the then existing salary of Executive, payable in the same
      manner as salary would have been paid to Executive had he continued to work
      for
      Employer hereunder. In addition to the foregoing, and notwithstanding the
      provisions of any other agreement to the contrary, Employer shall continue
      to
      provide for the benefit of Executive’s family the medical benefits referred to
      in Section 5.1 hereof for twelve (12) months following the Termination
      Date.

    


    6.2    Termination
      in Case of Disability.

    


    6.2.1.    Termination
      Event.
      If
      Executive suffers a physical or mental disability which results in Executive
      being unable to perform his duties hereunder for a three (3) consecutive month
      period, then the Parties shall proceed as follows: (i) the Board shall select
      a
      qualified physician; (ii) Executive or his legal representative, if applicable,
      shall select a qualified physician; (iii) those two (2) physicians shall select
      a third qualified physician; (iv) the three physicians shall examine Executive
      and review his physical and mental capacity. If a majority of the three
      physicians determine in good faith that such physical or mental disability
      renders Executive incapable of performing his duties hereunder for a period
      of
      at least three (3) consecutive months following the date of such physician’s
      written opinion, then Executive’s employment shall terminate effective three (3)
      weeks following the date of such physician’s written opinion, which shall be the
      Termination Date for this Section 6.2.

    


    
      
        
           

        

        
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    6.2.2.    Result
      of Termination.
      Upon
      termination of Executive’s employment pursuant to this Section 6.2, Employer
      shall pay to Executive, on the Termination Date, a lump sum payment of an amount
      equal to (i) all accrued and unpaid salary and other compensation payable to
      Executive by Employer and all accrued and unused vacation and sick pay payable
      to Executive by Employer with respect to services rendered by Executive to
      Employer through the Termination Date; and, (ii) an amount equal to nine (9)
      months salary based upon the then existing salary of Executive, payable in
      the
      same manner as salary would have been paid to Executive had he continued to
      work
      for Employer hereunder. However, such amount shall be reduced by the amount
      of
      any payments to be paid to Executive under any long-term disability insurance
      policy maintained by Employer for the benefit of Executive. In addition to
      the
      foregoing, and notwithstanding the provisions of any other agreement to the
      contrary, Employer shall continue to provide to Executive all other benefits
      referred to in Section 5.1 hereof for nine (9) months following the Termination
      Date.

    


    6.3    Termination
      By Executive for Cause.

    


    6.3.1.    Termination
      Event.
      This
      Agreement shall terminate upon ten (10) days prior written notice from Executive
      to Employer of Executive’s decision to terminate “for cause” (as defined below),
      provided that the notice specifies the conduct constituting “for cause”
hereunder, and Employer does not remediate or cease, as appropriate, the conduct
      constituting “for cause” prior to the expiration of such ten (10) day period.
      For purposes of this Section 6.3, the term “for cause” shall include the
      following:

    


    (a)    The
      willful breach of any of the material obligations of Employer owed to Executive
      under this Agreement;

    


    (b)    The
      Employer’s primary chief executive offices are moved to a location outside of
      Orange County, California, unless approved by the Board; or

    


    (c)    The
      material breach of this Agreement by Employer.

    


    6.3.2.    Result
      of Termination.
      Upon
      termination of Executive’s employment pursuant to this Section 6.3. Employer
      shall pay to Executive, on the termination date designated by Executive, an
      amount equal to (i) all accrued and unpaid salary and other compensation payable
      to Executive by Employer and all accrued and unused vacation and sick pay
      payable to Executive by Employer with respect to services rendered by Executive
      to Employer through the Termination Date; and, (ii) an amount equal to twelve
      (12) months salary based upon the then existing salary of Executive, payable
      in
      the same manner as salary would have been paid to Executive had he continued
      to
      work for Employer hereunder. In addition to the foregoing, and notwithstanding
      the provisions of any other agreement to the contrary, Employer shall continue
      to provide to Executive all other benefits that would otherwise be payable
      to
      Executive pursuant to Section 5.1 hereof for the twelve (12) months following
      the Termination Date.

    


    6.4    Termination
      by Executive Without Cause.

    


    6.4.1.    Termination
      Event.
      This
      Agreement shall terminate immediately upon delivery to Employer of thirty (30)
      days written notice of termination by Executive without cause.

    


    6.4.2.    Result
      of Termination.
      Upon
      termination of this Agreement pursuant to this Section 6.4, Employer shall
      pay
      to Executive, on the Termination Date, a lump sum payment of an amount equal
      to
      all accrued and unpaid salary and other compensation payable to Executive by
      Employer and all accrued and unused vacation and sick pay payable to Executive
      by Employer with respect to services rendered by Executive to Employer through
      the Termination Date.

    


    
      
        
           

        

        
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    6.5    Termination
      by Employer With Cause.

    


    6.5.1.    Termination
      Event.
      This
      Agreement shall terminate upon ten (10) days prior written notice from Employer
      to Executive of the termination of Executive’s employment “for cause” (as
      defined below), provided that the notice specifies the conduct constituting
“for
      cause” hereunder, and Executive does not cease the conduct constituting “for
      cause” prior to the expiration of such ten (10) day cure period. For purposes of
      this Section 6.5, the term “for cause” shall include the following:

     

    (a)    Any
      action by Executive resulting in the conviction or plea of nolo contendre of
      any
      criminal statute constituting a felony;

    


    (b)    Gross
      misconduct in the performance of Executive’s duties hereunder;

    


    (c)    The
      failure by Executive to follow or comply with the policies and procedures of
      Employer, or the written directives of the Board of Directors of Employer,
      provided that such policies, procedures or directives are consistent with
      Executive’s duties hereunder; 

    


    (d)    The
      violation by Executive of any material provision of this Agreement.


    


    6.5.2.    Result
      of Termination.
      Upon
      termination of this Agreement pursuant to this Section 6.5, Employer shall
      pay
      to Executive, on the Termination Date, a lump sum payment of an amount equal
      to
      all accrued and unpaid salary and other compensation payable to Executive by
      Employer and all accrued and unused vacation and sick pay payable to Executive
      by Employer with respect to services rendered by Executive to Employer through
      the Termination Date.

    


    6.6    Termination
      By Employer Without Cause.


     

    6.6.1.    Termination
      Event. 
      The
      employment of Executive shall terminate immediately upon delivery to Executive
      of written notice of termination by Employer, which shall be deemed to be
“without cause” unless termination is expressly stated to be pursuant to
      Sections 6.1 or 6.2. 

    


    6.6.2.    Result
      of Termination.
      Upon
      termination of this Agreement pursuant to this Section 6.6, Employer shall
      pay
      to Executive, on the Termination Date, an amount equal to (i) all accrued and
      unpaid salary and other compensation payable to Executive by Employer and all
      accrued and unused vacation and sick pay payable to Executive by Employer with
      respect to services rendered by Executive to Employer through the Termination
      Date; and, (ii) an amount equal to twelve (12) months salary based upon the
      then
      existing salary of Executive, payable in the same manner as salary would have
      been paid to Executive had he continued to work for Employer hereunder. In
      addition to the foregoing, and notwithstanding the provisions of any other
      agreement to the contrary, Employer shall continue to provide to Executive
      all
      other benefits that would otherwise be payable to Executive pursuant to Section
      5.1 hereof for the twelve (12) months following the Termination
      Date.

    


    
      
        
           

        

        
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    6.7    Termination
      upon the Expiration of the Term.
      Upon
      termination of this Agreement upon the scheduled expiration of the Term pursuant
      to Section 3.4, above, Employer shall pay to Executive, on the Termination
      Date,
      an amount equal to (i) all accrued and unpaid salary and other compensation
      payable to Executive by Employer and all accrued and unused vacation and sick
      pay payable to Executive by Employer with respect to services rendered by
      Executive to Employer through the Termination Date; and, (ii) an amount equal
      to
      twelve (12) months salary based upon the then existing salary of Executive,
      payable in the same manner as salary would have been paid to Executive had
      he
      continued to work for Employer hereunder. 

    


    6.8    Disputes
      as to Termination.
      If
      either party disputes any aspect of Executive’s termination hereunder, the
      disputing party shall demand arbitration of the dispute by written notice to
      the
      other no later than thirty (30) days after the applicable termination date.
      The
      costs of arbitration, including the fees and expenses of the arbitrator, shall
      be paid by Employer. Each Party shall bear the cost of preparing and presenting
      its case including the use of any expert witness. Such arbitration shall be
      commenced not later than thirty (30) days following the date of delivery of
      the
      notice of arbitration by a panel of three qualified arbitrators, one who shall
      be designated by Executive, one by the Employer and one (who shall act as
      chairman of the arbitration panel) by the first two arbitrators so appointed.
      The arbitration shall be conducted in Orange County, California in accordance
      with the rules promulgated and adopted by the American Arbitration Association
      (with the right of discovery as provided in the California Code of Civil
      Procedure by all Parties), and each Party shall retain the right to
      cross-examine the opposing Party's witnesses, either through legal counsel,
      expert witnesses or both. The majority decision of the arbitration panel shall
      be made in writing, and shall be final, binding and conclusive on all Parties
      (without any right of appeal therefrom) and shall not be subject to judicial
      review.

    


    6.9    Termination
      Date.
      For
      purposes of this Agreement, the term “Termination Date” shall mean that date on
      which Executive’s employment is terminated pursuant to this Article
      VI.

    


    VII

    


    INTENDED
      TAX RESULTS

    


    The
      Parties believe that the payments pursuant to Section 5.5 and Article VI, above,
      do not constitute “Excess Parachute Payments” under Section 280G of the Internal
      Revenue Code of 1986, as amended (the “Code”). Notwithstanding such belief and
      intent, if any benefit under these provisions constitutes an “Excess Parachute
      Payment”, Employer shall pay to Executive an additional amount (the “Tax
      Payment”) such that (i) the excess of all Excess Parachute Payments (including
      payments under this sentence) over the sum of excise tax thereon under Section
      4999 of the Code and income tax thereon under Subtitle A of the Code and under
      applicable state law is equal to (ii) the excess of all Excess Parachute
      Payments (excluding payments under this sentence) over income tax thereon under
      Subtitle A of the Code and under applicable state law is equal to (iii) the
      excess of all Excess Parachute Payments (excluding payments under this sentence)
      over income tax thereon under Subtitle A of the Code and under applicable state
      law. Such Tax Payment shall be paid to Executive concurrently with the severance
      payment referred to in Section 5.5.2., above.

    


    
      
        
           

        

        
          9

          
            

          

        

        
           

        

      

    

    


    


    VIII

    


    NO
      MITIGATION

    


    The
      payments required to be paid to Executive by Employer pursuant to Section 5.5.2.
      and Article VI, above, shall not be reduced by or mitigated by amounts which
      Executive earns or is capable of earning during any period following his
      Termination Date, and shall not be subject to any offsets, deductions, or
      charges, other than as may be required under applicable Federal and State tax
      withholding and similar requirements.

    


    IX

    


    CONFIDENTIAL
      INFORMATION AND RELATED COVENANTS

    


    9.1    Trade
      Secrets Covenants.
      Executive shall not at any time, whether during or subsequent to the term of
      Executive’s employment, unless specifically consented to in writing by Employer,
      either directly or indirectly use, divulge, disclose or communicate to any
      person, firm, or corporation, in any manner whatsoever, any confidential
      information concerning any matters affecting or relating to the business of
      Employer, including, but not limited to, the names, buying habits, or practices
      of any of its customers, its’ marketing methods and related data, the names of
      any of its vendors or suppliers, costs of materials, the prices it obtains
      or
      has obtained or at which it sells or has sold its products or services,
      manufacturing and sales, costs, lists or other written records used in
      Employer’s business, compensation paid to employees and other terms of
      employment, or any other confidential information of, about or concerning the
      business of Employer, its manner of operation, or other confidential data of
      any
      kind, nature, or description. The Parties hereby stipulate that as between
      them,
      the foregoing matters are important, material, and confidential trade secrets
      and affect the successful conduct of Employer’s business and its goodwill, and
      that any breach of any term of this Section 9.1 is a material breach of this
      Agreement.

    


    9.2    Customer
      Accounts Covenants.
      As used
      herein, the term “Customer Accounts” shall mean all accounts, clients,
      customers, and the like of Employer and its affiliates, subsidiaries, licensees,
      and business associations, whether now existing or hereafter developed or
      acquired, including any and all accounts developed or acquired by or through
      the
      efforts of Executive. During and through the Term of this Agreement and
      continuing for a period of twenty four (24) months immediately following the
      termination of Executive’s employment with Employer, Executive shall not
      directly or indirectly make known to any person, firm, corporation or entity
      the
      names or addresses of any of the Customer Accounts or any other information
      pertaining to them. During this same time period, Executive shall not, directly
      or indirectly, for Executive or any other person, firm, corporation or entity,
      divert, take away, call on or solicit, or attempt to divert, take away, call
      on
      or solicit, any of the Customer Accounts, including but not limited to those
      Customer Accounts which Executive called or with whom Executive became
      acquainted during Executive’s employment with Employer. 

    


    9.3    Employees
      Covenant.
      During
      and through the Term of this Agreement and continuing for a period of twenty
      four (24) months immediately following the termination of Executive’s employment
      with Employer, Executive shall not, directly or indirectly, cause or induce,
      or
      attempt to cause or induce, any employee of Employer to terminate his or her
      employment with Employer, as such employment exists at any time following the
      execution of this Agreement.

    


    
      
        
           

        

        
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    9.4    Books
      and Records.
      All
      equipment, notebooks, documents, memoranda, reports, files, samples, books,
      correspondence, lists, computer disks and data bases, computer programs and
      reports, computer software, and all other written, graphic and computer
      generated or stored records affecting or relating to the business of Employer
      which Executive shall prepare, use, construct, observe, possess, or control
      shall be and remain the sole and exclusive property of Employer, and shall
      constitute trade secret information of Employer. Within five (5) day so of
      the
      Termination Date, Executive shall promptly deliver to Employer all such
      equipment, notebooks, documents, memoranda, reports, files, samples, books,
      correspondence, lists, computer disks and data bases, computer programs and
      reports, computer software, and all other written, graphic and computer
      generated or stored records relating to the business of Employer which are
      or
      have been in the possession or under the control of Executive.

    


    9.5    Injunctive
      Relief.
      Executive acknowledges that if Executive violates any of the provisions of
      this
      Article IX, it will be difficult to determine the amount of damages resulting
      to
      Employer. In addition to any other remedies which it may have, Employer shall
      also be entitled to seek temporary and permanent injunctive relief without
      the
      necessity of proving actual damages.

    


    9.6    Enforcement
      of Covenants.
      It
      is the
      desire and intent of the Parties that the provisions of this Article IX shall
      be
      enforced to the fullest extent permissible under the laws and public policies
      applied in each jurisdiction in which enforcement is sought. Accordingly, if
      any
      particular portion of this Article IX shall be adjudicated to be invalid or
      unenforceable, this Article IX shall be deemed amended to delete therefrom
      the
      portion thus adjudicated to be invalid or unenforceable, such deletion to apply
      only with respect to the operation of this Article in the particular
      jurisdiction in which such adjudication is made.

    


    X

    


    PROPRIETARY
      INTEREST

    


    10.1    Inventions.
      All
      inventions, improvements, ideas and disclosures (whether or not patentable)
      conceived or reduced to practice (actually or constructively) by Executive
      during the Term of this Agreement which are directly or indirectly related
      to
      Employer’s business shall be the property of Employer. Executive shall execute
      and deliver to Employer, at Employer’s expense, all instruments of assignment
      necessary to vest title to such intangible rights in Employer, and, if
      requested, to execute all applications for issuance of Letters Patent in the
      United States or abroad and assignments thereof.

    


    10.2    Specific
      Exclusion.
      Specifically excluded from this Article XI are any inventions which qualify
      fully under California Labor Code §2870, which provides as follows:

    


    (a)    Any
      provision
      in an employment agreement which provides that an employee shall assign, or
      offer to assign, any of his or her rights in an invention to his or her employer
      shall not apply to an invention that the employee developed entirely on his
      or
      her own time without using the employer’s equipment, supplies, facilities, or
      trade secret information except for those inventions that either:

    


    (1)    Related
      at the time of conception or reduction to practice of the invention to the
      employer’s business, or actual or demonstrably anticipated research or
      development of the employer; or

    


    
      
        
           

        

        
          11

          
            

          

        

        
           

        

      

    

    


    


    (2)    Result
      from any work performed by the employee for the employer.

    


    (b)    To
      the extent
      a provision in an employment agreement purports to require an employee to assign
      an invention otherwise excluded from being required to be assigned under
      subdivision (a), the provision is against the public policy of this state and
      is
      unenforceable. 

    


    XI

    


    REPRESENTATIONS
      AND WARRANTIES OF EXECUTIVE

    


    Executive
      hereby represents and warrants to Employer the following as of and on the day
      this Agreement is executed:

    


    (a)    The
      execution, delivery, and consummation of this Agreement will comply with all
      applicable law and will not:

    


    (i)    Violate
      any judgment, order, writ or decree of any court or administrative body
      applicable to Executive; 

    


    (ii)    Result
      in
      the breach of, constitute a default under, constitute an event which with notice
      or lapse of time, or both, would become a default under, or result in the
      creation of any right to proceed against Employer under any agreement,
      commitment, contract (written or oral) or other instrument to which Executive
      is
      a party.

    


    (b)    Executive
      is not subject to any non-compete, non-disclosure or similar agreement (whether
      oral or written) with any third party. 

    


    XII

    


    EXTENT
      OF RELATIONSHIP

    


    EXECUTIVE
      HEREBY ACKNOWLEDGES THAT THIS AGREEMENT (AND ALL OTHER REFERENCES HEREIN) THE
      SOLE AGREEMENT BETWEEN EMPLOYER AND EXECUTIVE REGARDING THE EXTENT OF THE
      EMPLOYMENT RELATIONSHIP BETWEEN EMPLOYER AND EXECUTIVE. THERE IS NO OTHER
      AGREEMENT, EXPRESS OR IMPLIED, BETWEEN EMPLOYER AND EXECUTIVE FOR EMPLOYMENT
      BEYOND THE TERM SPECIFIED HEREIN OR UNDER ANY CONDITIONS OTHER THAN THOSE STATED
      HEREIN. EMPLOYER AND EXECUTIVE BOTH HAVE THE RIGHT TO TERMINATE THIS AGREEMENT
      ONLY IN STRICT COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS
      AGREEMENT.

    


    
      	
              _______________ 

            	
              _______________

            
	
              Employer
                Initials

            	
              Executive’s
                Initials

            


    

    


    


    
      
        
           

        

        
          12

          
            

          

        

        
           

        

      

    

    


    


    XIII

    


    NOTICES

    


    All
      notices, requests, demands and other communications required or permitted to
      be
      given hereunder shall be effected pursuant to Section 14.13, below, as
      follows:

    


    
      	
              If
                to Employer :

            	
              With
                a copy to:

            
	
              Mr.
                David Parker

            	
              Keith
                A. Rosenbaum, Esq.

            
	
              OXFORD
                MEDIA, INC.

            	
              SPECTRUM
                LAW GROUP, LLP

            
	
              One
                Technology Drive, Building H

            	
              1900
                Main Street, Suite 125

            
	
              Irvine,
                California, 92618 

            	
              Irvine,
                California 92614

            
	 	 
	
              If
                to Executive: 

            	 
	
              Mr.
                David Noyes 

            	 
	
              68
                Monarch Bay Drive

            	 
	
              Monarch
                Beach, California 92629

            	 


    

    


    


    


    XIV

    


    ADDITIONAL
      PROVISIONS

    


    14.1    Executed
      Counterparts.
      This
      Agreement may be executed in any number of original, fax, electronic, or copied
      counterparts, and all counterparts shall be considered together as one
      agreement. A faxed, electronic, or copied counterpart shall have the same force
      and effect as an original signed counterpart. Each of the Parties hereby
      expressly forever waives any and all rights to raise the use of a fax machine
      or
      E-Mail to deliver a signature, or the fact that any signature or agreement
      or
      instrument was transmitted or communicated through the use of a fax machine
      E-Mail, as a defense to the formation of a contract.

    


    14.2    Successors
      and Assigns.
      Except
      as expressly provided in this Agreement, each and all of the covenants, terms,
      provisions, conditions and agreements herein contained shall be binding upon
      and
      shall inure to the benefit of the successors and assigns of the Parties
      hereto.

    


    14.3    Article
      and Section Headings.
      The
      article and section headings used in this Agreement are inserted for convenience
      and identification only and are not to be used in any manner to interpret this
      Agreement.

    


    14.4    Severability.
      Each
      and every provision of this Agreement is severable and independent of any other
      term or provision of this Agreement. If any term or provision hereof is held
      void or invalid for any reason by a court of competent jurisdiction, such
      invalidity shall not affect the remainder of this Agreement.

    


    
      
        
           

        

        
          13

          
            

          

        

        
           

        

      

    

    


    


    14.5    Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of California, without
      giving effect to any choice or conflict of law provision or rule (whether of
      the
      State of California or any other jurisdiction) that would cause the application
      of the laws of any jurisdiction other than the State of California. If any
      court
      action is necessary to enforce the terms and conditions of this Agreement,
      the
      Parties hereby agree that the Superior Court of California, County of Orange,
      shall be the sole jurisdiction and venue for the bringing of such action.


    


    14.6    Entire
      Agreement.
      This
      Agreement, and all references, documents, or instruments referred to herein,
      contains the entire agreement and understanding of the Parties hereto in respect
      to the subject matter contained herein. The Parties have expressly not relied
      upon any promises, representations, warranties, agreements, covenants, or
      undertakings, other than those expressly set forth or referred to herein. This
      Agreement supersedes any and all prior written or oral agreements,
      understandings, and negotiations between the Parties with respect to the subject
      matter contained herein.

    


    14.7    Additional
      Documentation.
      The
      Parties hereto agree to execute, acknowledge and cause to be filed and recorded,
      if necessary, any and all documents, amendments, notices and certificates which
      may be necessary or convenient under the laws of the State of
      California.

    


    14.8    Attorney’s
      Fees.
      If any
      legal action (including arbitration) is necessary to enforce the terms and
      conditions of this Agreement, the prevailing Party shall be entitled to costs
      and reasonable attorney’s fees. 

    


    14.9    Amendment.
      This
      Agreement may be amended or modified only by a writing signed by all
      Parties.

    


    14.10    Remedies.

    


    14.10.1.    Specific
      Performance.
      The
      Parties hereby declare that it is impossible to measure in money the damages
      which will result from a failure to perform any of the obligations under this
      Agreement. Therefore, each Party waives the claim or defense that an adequate
      remedy at law exists in any action or proceeding brought to enforce the
      provisions hereof.

    


    14.10.2.    Cumulative.
      The
      remedies of the Parties under this Agreement are cumulative and shall not
      exclude any other remedies to which any person may be lawfully entitled.


     

    14.11    Waiver.
      No
      failure by any Party to insist on the strict performance of any covenant, duty,
      agreement, or condition of this Agreement or to exercise any right or remedy
      on
      a breach shall constitute a waiver of any such breach or of any other covenant,
      duty, agreement, or condition. 

     

    14.12    Assignability.
      This
      Agreement is not assignable by either Party without the expressed written
      consent of all Parties.

    


    14.13    Notices.
      All
      notices, requests and demands hereunder shall be in writing and delivered by
      hand, by facsimile transmission, by mail, by telegram or by recognized
      commercial over-night delivery service (such as Federal Express, UPS or DHL),
      and shall be deemed given (a) if by hand delivery, upon such delivery; (b)
      if by
      facsimile transmission, upon telephone confirmation of receipt of same; (c)
      if
      by mail, forty-eight (48) hours after deposit in the United States mail, first
      class, registered or certified mail, postage prepaid; (d) if by telegram, upon
      telephone confirmation of receipt of same; or, (e) if by recognized commercial
      over-night delivery service, upon such delivery.

    


    
      
        
           

        

        
          14

          
            

          

        

        
           

        

      

    

    


    


    14.14    Time.
      All
      Parties agree that time is of the essence as to this Agreement.

    


    14.15    Disputes.
      The
      Parties agree to cooperate and meet in order to resolve any disputes or
      controversies arising under this Agreement. Should they be unable to do so,
      then
      either may elect arbitration under the rules of the American Arbitration
      Association, and both Parties are obligated to proceed thereunder, to resolve
      all disputes, other than those arising under Section 6.8, above. Arbitration
      shall proceed in Orange County, and the Parties agree to be bound by the
      arbitrator’s award, which may be filed in the
      Superior
      Court of California, County of Orange. The
      Parties consent to the jurisdiction of California Courts for enforcement of
      this
      determination by arbitration. The prevailing Party shall be entitled to
      reimbursement for his attorney’s fees and all costs associated with arbitration.
      In any arbitration proceeding conducted pursuant to the provisions of this
      Section, both Parties shall have the right to conduct discovery, to call
      witnesses and to cross-examine the opposing Party’s witnesses, either through
      legal counsel, expert witnesses or both, and the provisions of the California
      Code of Civil Procedure (Right to Discovery; Procedure and Enforcement) are
      hereby incorporated into this Agreement by this reference and made a part
      hereof. 

    


    14.16    Provision
      Not Construed Against Party Drafting Agreement.
      This
      Agreement is the result of negotiations by and between the Parties, and each
      Party has had the opportunity to be represented by independent legal counsel
      of
      its choice. This Agreement is the product of the work and efforts of all
      Parties, and shall be
      deemed
      to have been drafted by all Parties. In the event of a dispute, no Party hereto
      shall be entitled to claim that any provision should be construed against any
      other Party by reason of the fact that it was drafted by one particular
      Party.

    


    14.17    Incorporation
      of Exhibits and Schedules.
      The
      Exhibits and Schedules identified in this Agreement are incorporated herein
      by
      reference and made a part hereof as if set out in full herein.

    


    14.18    Recitals.
      The
      facts recited in Article II, above, are hereby conclusively presumed to be
      true
      as between and affecting the Parties.

    


    14.19    Consents,
      Approvals, and Discretion.
      Except
      as herein expressly provided to the contrary, whenever this Agreement requires
      consent or approval to be given by a Party, or a Party must or may exercise
      discretion, the Parties agree that such consent or approval shall not be
      unreasonably withheld, conditioned, or delayed, and such discretion shall be
      reasonably exercised. Except as otherwise provided herein, if no response to
      a
      consent or request for approval is provided within ten (10) days from the
      receipt of the request, then the consent or approval shall be presumed to have
      been given. 

    


    14.20    No
      Third Party Beneficiaries.
      This
      Agreement has been entered into solely by and between Employer and Executive,
      solely for their benefit. There is no intent by either Party to create or
      establish a third party beneficiary to this Agreement, and no such third party
      shall have any right to enforce any right, claim, or cause of action created
      or
      established under this Agreement.

    


    
      
        
           

        

        
          15

          
            

          

        

        
           

        

      

    

    


    


    14.21    Best
      Efforts.
      The
      Parties shall use and exercise their best efforts, taking all reasonable,
      ordinary and necessary measures to ensure an orderly and smooth relationship
      under this Agreement, and further agree to work together and negotiate in good
      faith to resolve any differences or problems which may arise in the
      future.

    


    14.22    Definitional
      Provisions.
      For
      purposes of this Agreement, (i) those words, names, or terms which are
      specifically defined herein shall have the meaning specifically ascribed to
      them; (ii) wherever from the context it appears appropriate, each term stated
      either in the singular or plural shall include the singular and plural; (iii)
      wherever from the context it appears appropriate, the masculine, feminine,
      or
      neuter gender, shall each include the others; (iv) the words “hereof”, “herein”,
“hereunder”, and words of similar import, when used in this Agreement, shall
      refer to this Agreement as a whole, and not to any particular provision of
      this
      Agreement; (v) all references to designated “Articles”, “Sections”, and to other
      subdivisions are to the designated Articles, Sections, and other subdivisions
      of
      this Agreement as originally executed; (vi) all references to “Dollars” or “$”
shall be construed as being United States dollars; (vii) the
      term
“including” is not limiting and means “including without limitation”;
and,
      (viii) all references to all statutes, statutory provisions, regulations, or
      similar administrative provisions shall be construed as a reference to such
      statute, statutory provision, regulation, or similar administrative provision
      as
      in force at the date of this Agreement and as may be subsequently amended.
      

    


    14.23    Survival.
      Notwithstanding anything herein to the contrary, the provisions of Section
      5.6
      and Articles VI, VII, VIII, and IX, inclusive, shall expressly survive the
      termination of this Agreement. 

    


    XV

    


    EXECUTION

    


    IN
      WITNESS WHEREOF,
      this
      EXECUTIVE EMPLOYMENT AGREEMENT has been duly executed by the Parties in Orange
      County, California, and shall be effective as of and on the Effective Date
      set
      forth in Article I of this Agreement. Each of the undersigned Parties hereby
      represents and warrants that it (i) has the requisite power and authority to
      enter into and carry out the terms and conditions of this Agreement, as well
      as
      all transactions contemplated hereunder; and, (ii) it is duly authorized and
      empowered to execute and deliver this Agreement. 

    


    
      	
              EMPLOYER:

            	
              EXECUTIVE:

            
	 	 
	
              OXFORD
                MEDIA, INC.

            	 
	
              a
                Nevada corporation 

            	 
	 	
              _______________________

            
	 	
              DAVID
                NOYES 

            
	 	 
	
              BY:
                __________________________

            	
              DATED:
                ______________________

            
	 	 
	
              NAME:
                _______________________

            	 
	 	 
	
              TITLE:
                _______________________

            	 
	 	 
	
              DATED:
                ______________________

            	 


    

    


    


    


    
      
        
           

        

        
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    EXHIBIT
      3.1

    


    SERVICES

    


    As
      of and
      on 16 February 2006, the Parties hereby agree that Executive shall also serve
      as
      the Secretary for Employer. 

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
           

        

        
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    EXHIBIT
      4.1

    


    BASE
      ANNUAL SALARY

    


    
      	
              First
                Twelve Months

            	
              $250,000.00
                annually

            
	 	 
	
              Salary
                shall increase on each 12-month anniversary of the Start Date in
                an amount
                equal to ten percent (10%) of the salary for the 12-months then ended.
                

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
           

        

        
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    EXHIBIT
      5.4

    


    INDEMNIFICATION
      AGREEMENT

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    19