Exhibit 10.1 - Settlement and Release Agreement


    
      

      

    

    


    


    


    


    


    


    


    


    


    


    


    


    
      	
               

               

               

              SETTLEMENT
                AND RELEASE

              AGREEMENT

               

               

               

            


    

    


    


    


    


    


    


    THOMAS
      HEMINGWAY

    


    


    and

    


    OXFORD
      MEDIA, INC.

    


    


    


    


    


    


    


    


    


    


    


    


    EFFECTIVE
      DATE:

    16
      MAY 2006

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    SETTLEMENT
      AND RELEASE AGREEMENT

    
      

      

    

    


    I

    


    PARTIES

    


    THIS
      SETTLEMENT AND RELEASE AGREEMENT
      (the
“Agreement”) is entered into effective as of the 16th
      day of
      May, 2006 (the “Effective Date”), by and between THOMAS HEMINGWAY, an individual
      residing in the State of California (“Hemingway”); and,
      OXFORD
      MEDIA, INC., a Nevada corporation (“OXMI”). Hemingway and OXMI are sometimes
      referred to collectively herein as the “Parties”, and each individually as a
“Party”.

     

    II

    


    RECITALS

    


    A.  Hemingway
      was employed by OXMI pursuant the terms and conditions of an employment
      agreement with an effective date of 01 October 2005 (the “Employment
      Agreement”). 

    


    B.  In
      addition to rendering services pursuant to the Employment Agreement, Hemingway
      also serves as Chairman of the Board of OXMI as of the Effective Date.


    


    C.  The
      Parties mutually desire to terminate Hemingway’s employment relationship with
      OXMI and have Hemingway resign his position as Chairman of OXMI, without
      dispute, effective as of the Effective Date of this Agreement. The Parties
      agree
      to do so based upon the terms and conditions of this Agreement, including but
      not limited to the mutual promises and assurances of each Party that neither
      will assert any claims of any kind against each other, whether arising out
      of
      (i) Hemingway’s employment with OXMI; or, (ii) any other relationship or claim
      of right whatsoever arising out of or any manner or form related to the
      relationship between the Parties, in exchange for the valid consideration to
      be
      transferred between each other.

    


    D.  This
      Agreement is to specifically encompass all of the claims and related factual
      and
      legal circumstances noted above (collectively referred to as the “Disputes”). As
      such, it is the intent of the Parties that their respective rights and
      obligations to each other from this day forward shall be determined exclusively
      under the terms of this Agreement, and that this Agreement supercedes, amends,
      and restates any other agreements of any kind between the Parties.

    


    E.  All
      Parties are desirous of settling the Disputes and releasing each other from
      all
      future liability.

    


    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

    


    RELEASE

    


    3.1  Exchange.
      In
      consideration of the execution of this Agreement, the stock issuance described
      below to be made by OXMI to Hemingway, the satisfaction of the obligations
      of
      each of the respective Parties hereunder, and other good and valuable
      consideration, the receipt and value of which is hereby confirmed, Hemingway
      and
      his successors and assigns and any and all controlled or affiliated entities
      (including but not limited to Redwood Investment Group, LLC) on the one hand
      (the “Hemingway Parties”), and OXMI and its controlled entities on the other
      hand (the “OXMI Parties”), shall hereby fully, finally, and forever settle and
      release each other from any and all claims, losses, fines, penalties, damages,
      demands, judgments, debts, obligations, interests, liabilities, causes of
      action, breaches of duty, costs, expenses, judgments and injunctions of any
      nature whatsoever, whether known or unknown, from all relationships between
      the
      Parties, specifically including, but not limited to, the Disputes (cumulatively
      referred to as the “Released Claims”). 

    


    3.2  Complete
      Release and Hold Harmless.
      Each of
      the Hemingway Parties and the OXMI Parties, for himself, itself, their heirs,
      executors, administrators, successors, and assigns, hereby agree to release,
      discharge and hold harmless each other and their managers, officers, members,
      directors, affiliates, attorneys, and each of their successors and assigns
      from
      any and all known and unknown claims of every nature and kind whatsoever which
      they now or hereafter may have with respect to each other and/or the Disputes,
      notwithstanding Section 1542 of the California Civil Code, which provides
      that:

    


    “A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND WHICH
      IF
      KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
      DEBTOR.”

    


    All
      rights under §1542 of the California Civil Code are hereto expressly, fully,
      knowingly and intentionally forever waived and relinquished by the Parties.
      All
      Parties hereby acknowledge that each understands the significance and
      consequences of such specific waiver under §1542 of the California Civil Code,
      and that each has had the opportunity to seek the advice of legal counsel of
      their choosing.

    


    3.3  Scope
      of Hemingway’s Release.
      Hemingway
      further expressly understands that the rights being waived hereunder
      specifically include, but are not limited to, any and all claims under (as
      any
      of the same may be amended from time to time) Title VII of the Civil Rights
      Act
      of 1964; Sections 1981 and 1983 of the Civil Rights Act of 1866; Equal Pay
      Act;
      Americans with Disabilities Act; Age Discrimination in Employment Act; Employee
      Retirement Income Security Act; Fair Labor Standards Act; all claims of
      discrimination or harassment on account of race, sex, sexual orientation,
      national origin, religion, disability, age, veteran’s status, or any other
      protected status under any federal or state statute; any federal, state or
      local
      law enforcing express or implied employment contracts or covenants of good
      faith
      and fair dealing; any federal, state or local laws providing recourse for
      alleged wrongful discharge or constructive discharge; together with any claim
      under any other local, state or federal law or constitution governing
      employment, discrimination or harassment in employment, or the payment of wages
      or benefits, whether or not now known, suspected or claimed, which Hemingway
      ever had, now has, or may claim to have as of the date of this Agreement.


     

    


     

    
      
         

      

      
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    3.4  After
      Acquired Information.
      The
      Parties acknowledge that they may hereafter discover information, facts, or
      circumstances different from or in addition to those which they now know or
      believe to be true. Except as otherwise provided herein to the contrary, this
      Agreement shall remain in full force and effect in all respects notwithstanding
      such discovery, and the Parties expressly accept and assume the risk of such
      possible additions to or differences from those facts now known or believed
      to
      be true.

    


    3.5  No
      Prior Assignment of Released Claims.
      The
      Parties hereby covenant that none of the Released Claims has been assigned
      to
      any other person, and that no other person has any interest in any of the
      Released Claims. In the event any other person asserts any interest with respect
      to the Released Claims, then the Party breaching this covenant shall indemnify
      the Party against whom such claim is asserted for any and all damages, costs,
      and fees.

    


    3.6  Specific
      Exclusion.
      It is
      expressly understood that the release contained in this Agreement does not
      encompass the promises and obligations of the Parties under this Agreement,
      specifically including but not limited to the provisions of Article V, below.
      This Agreement also does not contemplate or include within the release hereunder
      post-Effective Date intentionally willful, tortious, or criminal acts of either
      Party, such acts being expressly excluded from this Agreement.

     

    3.7  No
      Admission of Liability.
      Notwithstanding the terms and conditions of this Agreement, execution hereof
      shall in no manner or form constitute the admission of liability or
      responsibility of either Party in respect to the Disputes.

    


    IV

    


    EMPLOYMENT
      RELATIONSHIP

    


    4.1  Voluntary
      Termination.
      The
      Parties hereby agree that Hemingway has voluntarily terminated his employment
      with OXMI, and that his last day of employment by and with OXMI shall be deemed
      to be the Effective Date. The Employment Agreement shall be deemed to be
      terminated as of the Effective Date. 

    


    4.2  Resignation
      of Positions.
      As of
      the Effective Date and as additional consideration hereunder, Hemingway shall
      voluntarily resign any and all positions as an officer, director, and employee
      he may hold in and with OXMI and in and with any and all of the OXMI Parties.
      

     

    4.3  Medical
      Insurance.
      Group
      medical plan coverage of Hemingway, if applicable, will cease unless Hemingway
      makes a proper election to continue such coverage under COBRA. All such coverage
      will be solely at the expense of Hemingway and subject to the terms and
      conditions of the documents governing the medical plan. It is the sole
      responsibility of Hemingway to comply with said terms and conditions, and OXMI
      will have no liability for the failure of Hemingway to acquire COBRA coverage.
      

    


     

    
      
         

      

      
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    4.4  Offsets
      and Express Waiver of All Other Amounts.
      The
      Parties hereby disagree over the amount, if any, (i) which the OXMI Parties
      may
      owe to Hemingway for accrued vacation, accrued wages, and similar items; and
      (ii) which Hemingway may owe to the OXMI Parties for advances and other amounts.
      The Parties hereby agree to cancel and eliminate all such amounts. As such,
      (i)
      Hemingway hereby acknowledges that he is not entitled to receive, and will
      not
      claim, any further
      consideration, compensation, payments, reimbursements, damages,
      rights, benefits,
      or
      distributions of any kind (specifically including but not limited to wages,
      sick
      leave, and vacation time) from the OXMI Parties, other
      than as expressly set forth in this Agreement; and, (ii) OXMI hereby
      acknowledges that it the OXMI Parties are not entitled to receive, and will
      not
      claim, any further
      payment of any kind from Hemingway, other
      than as expressly set forth in this Agreement.

    


    V

    


    STOCK
      ISSUANCE PROVISIONS

    


    5.1  Issuance
      of Settlement Shares.
      As soon
      as practicable after the Effective Date and upon the filing of the Form S-8,
      as
      required below, OXMI shall issue to Hemingway three hundred ninety three
      thousand three hundred three (393,333) shares of the common stock of OXMI (the
      “Settlement Shares”), subject to the following additional terms and
      conditions:

    


    (a)  Three
      hundred thirty three thousand three hundred thirty three (333,333) shares of
      the
      Settlement Shares (the “Free Trading Shares”) shall be registered on a duly
      prepared Form S-8, to be filed by OXMI with the Securities and Exchange
      Commission no later than three (3) days after the Effective Date. 

    


    (b)  Upon
      filing of the Form S-8, the Free Trading Shares shall be “free trading, as that
      term is commonly defined.

    


    (c)  The
      Free
      Trading Shares shall be subject to “lock up”, as that term in commonly defined
      in a securities context, with Hemingway not being able to sell the Free Trading
      Shares during the first thirty (30) days after the Effective Date. Thereafter,
      during the next one hundred fifty (150) days, Hemingway shall not sell during
      any thirty (30) day period a total of Free Trading Shares in excess of the
      lesser of (i) the maximum amount permitted under applicable rules and
      regulations of the Securities and Exchange Commission; or, (ii) sixty six
      thousand six hundred sixty six (66,666) shares of the Free Trading
      Shares.

    


    5.2  Issuance
      of Employment Shares .
      As soon
      as practicable after the Effective Date, OXMI shall issue to Hemingway the
      one
      hundred thousand (100,000) shares of the common stock of OXMI (the “Employment
      Shares”) to which Hemingway was entitled to receive as of 01 March 2006 under
      the Employment Agreement, subject to the following additional terms and
      conditions:

    


    (a)  The
      Employment Shares shall be issued as“restricted
      shares” under Rule 144 of the Securities Act of 1933. 

    


    (b)  The
      Employment Shares are the only shares of stock of OXMI which Hemingway shall
      receive the Employment Agreement
      and he
      is not entitled to any other or additional stock of any kind under the
      Employment Agreement.
      

    


    (c)  The
      certificate representing the Employment Shares shall have endorsed thereon
      the
      following legend, in addition to any other legend(s) required under applicable
      law:

    


     

    
      
         

      

      
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    The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (the “Act”) and are “restricted securities”
as defined in Rule 144 under the Act. These shares may not be offered, sold,
      pledged, hypothecated or otherwise disposed of or transferred in any manner
      absent either (i) registration under the act and under applicable state
      securities laws, or (ii) an exemption from registration under the act and
      applicable state securities laws is available in connection with such offer,
      sale or disposition, or (iii) an opinion of counsel satisfactory to the issuer
      and its counsel (such satisfaction being in the form and substance of the
      opinion as well as the counsel rendering the opinion) that registration
      thereunder is not required.

    


    5.3  General
      Stock Provisions.
      The
      following provisions shall apply to the Settlement Shares and the Employment
      Shares (collectively, the “Issued Shares”): 

    


    (a)  The
      Issued Shares will
      be
      free and clear of all liens and encumbrances, and OXMI confirms that it has
      full
      and unrestricted power to issue and deliver the Issued Shares pursuant to the
      provisions of this Agreement.

    


    (b)  The
      Issued Shares are being acquired by Hemingway for Hemingway’s own personal
      account, for investment purposes only, and not with a view to the distribution,
      resale, or other disposition thereof.

    


    (c)  Hemingway
      is an “accredited investor”, as that term is defined under Rule 501(a) of
      Regulation D under the Securities Act of 1933, and Hemingway shall execute
      and
      deliver all documentation prepared and reasonably requested by OXMI in order
      to
      confirm Hemingway’s status as an accredited investor.

    


    (d)  Each
      time
      Hemingway seeks to sell a block of at least twenty five thousand (25,000) of
      the
      Issued Shares, Hemingway shall provide OXMI with a written notice and a right
      of
      first refusal to acquire the subject shares. The right of first refusal may
      exercised by OXMI within one (1) business day of Hemingway’s notice by providing
      written notice to Hemingway. 

    


    5.4  Agreement
      Not to Short.
      Hemingway hereby agrees that at no time after the Effective Date shall he
“short” any stock of OXMI, as that term is commonly defined in a securities
      context.

    


    5.5  Tax
      Reporting.
      The
      Parties agree that the Issued Shares shall be treated as additional income
      to
      Hemingway and OXMI shall report said issuance to all applicable taxing agencies
      on the appropriate forms. The Parties further agree that for all purposes the
      Settlement Shares shall be valued at Five Hundred Ninety Thousand Dollars
      ($590,000) as of the Effective Date and at the time of the issuance of the
      Free
      Trading Shares. 

    


    VI

    


    CONFIDENTIALITY
      AND BUSINESS RELATED PROVISIONS

    


    


     

    
      
         

      

      
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    6.1  Agreement
      as Confidential.
      The
      Parties shall keep the existence and terms and conditions of this Agreement
      completely and strictly confidential and shall not disclose same to any other
      person, except as follows:

    


    (a)  To
      comply
      with the applicable rules and regulations of the Securities and Exchange
      Commission; 

    


    (b)  As
      part
      of the press release issued pursuant to Section 6.7, below; 

    


    (c)  To
      comply
      with applicable law or legal process, or upon order of any court of competent
      jurisdiction, in any action in which either of the Parties is a party, or either
      Party is subpoenaed as a witness, to agencies, individuals, or entities to
      whom
      the subpoena requires disclosure, including, but not limited to, state or
      federal employment or taxing entities, provided that in the event of any such
      required disclosure the Party subject to such requirement will advise the other
      Party in advance of any such disclosure to allow such other Party to seek
      appropriate relief.

     

    (d)  To
      such
      Party’s tax or financial advisors, attorneys and, in the case of Hemingway, to
      his spouse, on the further condition that the disclosing Party advise such
      individuals in advance of disclosure that the existence and terms and conditions
      of the Agreement are strictly confidential and any such party expressly agrees
      for the benefit of the other Party to keep the terms and conditions strictly
      confidential; 

    


    (e)  To
      remedy
      a breach of any term or condition herein. 

     

    6.2  Non-Disclosure
      of Business Information.
      Hemingway
      shall not at any time, 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 OXMI, 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
      OXMI’s business, compensation paid to employees and other terms of employment,
      or any other confidential information of, about or concerning the business
      of
      OXMI, 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 the OXMI’s business and its goodwill, and that any breach
      of any term of this paragraph is a material breach of this Agreement.


    


    6.3  Non-Solicitation
      of Employees.
      During
      and continuing for a period of three (3) years after the Effective Date of
      this
      Agreement, Hemingway shall not, directly or indirectly, cause or induce, or
      attempt to cause or induce, any employee of OXMI to terminate his or her
      employment with OXMI, as such employment exists at any time following the
      Effective Date.

    


    6.4  Non-Solicitation
      of Business.
      During
      and continuing for a period of three (3) years after the Effective Date of
      this Agreement, Hemingway shall not (i) solicit business from any customer
      of OXMI, to the extent such business relates to a product or service competitive
      with an OXMI product or service, or (ii) otherwise attempt to induce any
      such customer of OXMI to cease doing business with, or to decrease the amount
      of
      business such customer does with, OXMI.

    


     

    
      
         

      

      
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    6.5  Return
      of Materials.
      Upon
      execution of this Agreement Hemingway shall
      promptly deliver to OXMI 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 relating to the business of
      OXMI which are or have been in the possession or under the control of
      Hemingway.

    


    6.6  No
      Disparaging Remarks.

    


    6.6.1.  By
      Hemingway.
      Hemingway
      agrees that he shall not make, or cause to be made, any statement or communicate
      any information (whether oral or written) that disparages or reflects negatively
      on OXMI or any of its executive management team. Nothing
      herein shall preclude Employee from complying with a subpoena or other lawful
      process.

    


    6.6.2.  By
      OXMI.
      OXMI
      agrees that it shall not make, or cause to be made, any statement or communicate
      any information (whether oral or written) that disparages or reflects negatively
      on Hemingway. OXMI shall further exercise its best efforts to ensure that none
      of its executive management team makes, or causes to be made, any statement
      or
      communicates any information (whether oral or written) that disparages or
      reflects negatively on Hemingway. It shall not be a violation of this Section
      6.6 if an employee or independent contractor of OXMI disparages Hemingway or
      interferes with the efforts of Hemingway to obtain subsequent employment outside
      the scope of his or her employment or without the authority of OXMI, and OXMI
      shall have no liability for such unauthorized acts. Nothing herein shall
      preclude OXMI from complying with a subpoena or other lawful
      process.

    


    6.7  Press
      Release.
      The
      Parties hereby agree that OXMI may issue the press release attached hereto
      as
      Exhibit 6.7 as soon as practicable after the Effective Date. The press release
      shall contain an affirmation by Hemingway of his continued support for the
      business of OXMI and its management team. 

    


    6.8  Forwarding
      of E-Mail.
      For a
      period of one hundred eighty (180) days from the Effective Date OXMI shall
      ensure that all E-Mails coming to Hemingway or to Detra Hemingway on either
      of
      their respective oxfordmediacorp.com or oxfordmediainc.com E-Mail accounts
      shall
      be forwarded to that E-Mail account designated by Hemingway, as changed from
      time-to-time in the sole discretion of Hemingway. 

    


    6.9  Retention
      of Computer Equipment.
      Subject
      to the requirements of Section 6.5, above, Hemingway shall retain ownership
      of
      the OXMI computer equipment currently in his possession.

    


    6.10   Personal
      Items.
      As soon
      as practicable after the Effective Date and at a time and date reasonably
      acceptable to all Parties, Hemingway shall be allowed to retrieve all of his
      personal possession from his office.

    


    6.11  
      Financing
      Transactions.
      At the
      Effective Date Hemingway shall disclose to OXMI the names and pertinent contact
      information for all funding sources with whom he has contacted or been speaking
      in regard to a potential investment in or financing transaction with OXMI.
      Upon
      reasonable request, Hemingway shall render reasonable support and assistance,
      at
      no further cost, to enable OXMI to obtain an investment or financing
      transaction.

    


     

    
      
         

      

      
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    VII

    


    ADDITIONAL
      REPRESENTATIONS AND OBLIGATIONS

    


    7.1  Independent
      Legal Counsel.
      The
      Parties to this Agreement warrant, represent, and agree that in executing this
      Agreement, they do so with full knowledge of the rights each may have with
      respect to the other Party, and that each has received, or has had the
      opportunity to receive, independent legal advice as to these rights. Each of
      the
      Parties has executed this Agreement with full knowledge of these rights, and
      under no fraud, duress, or undue influence.

    


    7.2  Disclosure
      and Waiver of Conflicts.
      In
      connection with the preparation of this Agreement, each of the Parties hereby
      acknowledge and agree that: (i) SPECTRUM LAW GROUP, LLP, the law firm that
      prepared this Agreement (“Spectrum”) acted as legal counsel to OXMI; (ii)
      Hemingway has advised by Spectrum that the interests of Hemingway may be opposed
      to the interests of OXMI, and, accordingly, Spectrum’s representation of OXMI
      may not be in the best interests of Hemingway; and, (iii) Hemingway has been
      advised by Spectrum to retain separate legal counsel. Notwithstanding the
      foregoing, Hemingway expressly (i) desires that Spectrum represent OXMI; (ii)
      acknowledges that he has been advised to retain separate counsel, and as to
      any
      issues as to which he has not done so, has waived his right to do so; and,
      (iii)
      forever waives any claim that Spectrum’s representation and continued
      representation of OXMI constitutes a conflict of interest.

    


    7.3  Execution
      and Effect of Agreement.

    


    7.3.1.  By
      OXMI.
      OXMI
      hereby warrants and represents to Hemingway the following: 

    


    (a)  It
      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. All proceedings have been taken and all authorizations have been
      secured which are necessary to authorize the execution, delivery, and
      performance by OXMI of this Agreement. This Agreement has been duly and validly
      executed and delivered by OXMI and constitutes the valid and binding obligations
      of OXMI, enforceable in accordance with the respective terms.

    


    (b)  The
      consummation by OXMI of the transactions herein contemplated, including the
      execution, delivery and consummation of this Agreement, will not violate (i)
      any
      judgment, statute, law,
      code,
      act, order,
      writ, rule, ordinance, regulation, governmental
      consent or governmental requirement, or
      determination or decree of any arbitrator, court, or other governmental agency
      or administrative body, which
      now
      or at any time hereafter may be applicable to and enforceable against the
      relevant party, work, or activity in question or any part thereof (collectively,
      “Requirement of Law”) applicable to or binding upon OXMI; (ii) the
      terms
      of the Certificate of Incorporation or Bylaws of OXMI; or, (iii) any material
      agreement, contract, mortgage, indenture, bond, bill, note, or other material
      instrument or writing binding upon OXMI or to which OXMI is
      subject.

     

    7.3.2.  By
      Hemingway.
      Hemingway hereby warrants and represents to OXMI the following: 

    


     

    
      
         

      

      
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    (a)  He
      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. All proceedings have been taken and all authorizations have been
      secured which are necessary to authorize the execution, delivery, and
      performance by Hemingway of this Agreement. This Agreement has been duly and
      validly executed and delivered by Hemingway and constitutes the valid and
      binding obligations of Hemingway, enforceable in accordance with the respective
      terms.

    


    (b)  The
      consummation by Hemingway of the transactions herein contemplated, including
      the
      execution, delivery, and consummation of this Agreement, will not violate any
      Requirement
      of Law applicable to or binding upon Hemingway. 

    


    VIII

    


    NOTICES

    


    All
      notices, requests, demands and other communications required or permitted to
      be
      given hereunder shall be effected pursuant to Section 9.13, below, as
      follows:

    


    
      	
              If
                to OXMI:

            	
              With
                a copy to:

            
	
              Mr.
                David L. Parker

            	
              Keith
                A. Rosenbaum, Esq.

            
	
              OXFORD
                MEDIA, INC.

            	
              SPECTRUM
                LAW GROUP, LLP

            
	
              One
                Technology Drive

            	
              1900
                Main Street

            
	
              Building
                H

            	
              Suite
                125

            
	
              Irvine,
                California 92618

            	
              Irvine,
                California 92614

            
	 	 
	
              If
                to Hemingway:

            	 
	
              Mr.
                Thomas Hemingway

            	 


    

    


    IX

    


    ADDITIONAL
      PROVISIONS

    


    9.1  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
      or
      E-Mail, as a defense to the formation of a contract.

    


    9.2  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.

     

    9.3  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.

    


     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    


    9.4  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.

    


    9.5  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.


    


    9.6  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.

    


    9.7
 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.

    


    9.8  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. 

    


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

    


    9.10 
       Remedies.

    


    9.10.1.  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.

    


    9.10.2.  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.


    


    9.11  
       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. 

    


    9.12  
       Assignability.
      This
      Agreement is not assignable by either Party without the expressed written
      consent of all Parties.

    


     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    


    9.13 
       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.

    


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

    


    9.15 
       Agreement
      to Arbitrate.
      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. Arbitration
      shall proceed in Orange County, and the Parties agree to be bound by the
      arbitrator’s award, which shall be a final judgment and 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
      Agreement, and in particular this Section 9.16 and the determination and award
      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.
      

    


    9.16 
       Waiver
      of Trial.
      IN
      ACCORDANCE WITH THE AGREEMENT OF THE PARTIES TO ARBITRATE ALL DISPUTES PURSUANT
      TO SECTION 9.15, ABOVE, EACH
      PARTY HEREBY WAIVES TRIAL IN ANY ACTION, PROCEEDING OR COUNTER CLAIM BROUGHT
      BY
      ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
      AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE
      ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN. THE
      PROVISIONS OF THIS SECTION 9.16 HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO,
      AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY
      WAY
      AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS
      SECTION 9.16 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

    


    9.17 
       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.

    


    9.18 
       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.

    


    


     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

     

    9.19 
       Recitals.
      The
      facts recited in Article II, above, are hereby conclusively presumed to be
      true
      as between and affecting the Parties.

    


    9.20 
      No
      Third Party Beneficiaries.
      This
      Agreement has been entered into solely by and between Hemingway and OXMI. Other
      than the OXMI Parties and the Hemingway Parties, 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.

    


    9.21 
       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.

    


    9.22 
       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.
      

     

    


    X

    


    EXECUTION

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed by the Parties, and shall be effective as
      of
      and on the Effective Date set forth in Article I, above.

    


    THE
      PARTIES HAVE CAREFULLY READ THIS ENTIRE AGREEMENT. ITS CONTENTS AND THE RELEASE
      CONTAINED HEREIN HAVE BEEN FULLY EXPLAINED TO THEM BY THEIR ATTORNEYS, OR THEY
      HAVE VOLUNTARILY ELECTED NOT TO SEEK THE ADVICE OF AN ATTORNEY. THE PARTIES
      FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT. THE ONLY
      PROMISES OR REPRESENTATIONS MADE TO EACH OF THE PARTIES ABOUT THIS AGREEMENT,
      OR
      TO INDUCE THEM TO SIGN THIS AGREEMENT, ARE CONTAINED IN THIS AGREEMENT. THE
      PARTIES ARE SIGNING THIS AGREEMENT KNOWINGLY AND
      VOLUNTARILY.

    


     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


     

    
 

    


    
      	
              HEMINGWAY:

            	
              OXMI:

            
	 	 
	 	
              OXFORD
                MEDIA, INC., 

            
	 	
              a
                California corporation

            
	
              /s/
                Thomas
                Hemingway                          
                

            	 
	
              THOMAS
                HEMINGWAY

            	 
	 	 
	
              DATED:
                05-16-2006

            	
              BY:
                /s/ David L.
                Parker                            
                

            
	 	 
	 	
              NAME:
                DAVID L. PARKER

            
	 	 
	 	
              TITLE:
                Vice Chairman

            
	 	 
	 	
              DATED:
                05-16-2006

            


    

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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