Exhibit 10.1


    
      

      

    

    


     

    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
      THIS
      NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
      OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY
      APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
      TO OXFORD MEDIA, INC. THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


    


    
      	
              Principal
                Amount $1,500,000.00

            	
              Issue
                Date: May ___, 2006

            


    

    


    


    SECURED
      PROMISSORY NOTE

    


    FOR
      VALUE
      RECEIVED, OXFORD MEDIA, INC., a Nevada corporation (hereinafter called
      "Borrower"), hereby promises to pay to LONGVIEW FUND, LP, 600 Montgomery Street,
      44th Floor, San Francisco, CA 94111, Fax: (415) 981-5301, (the "Holder") or
      its
      registered assigns or successors in interest or order, without demand, the
      sum
      of One Million Five Hundred Thousand Dollars ($1,500,000.00) (“Principal
      Amount”), with simple and unpaid interest thereon, on November ____, 2006 (the
      "Maturity Date"), if not sooner paid.

    


    This
      Note
      has been entered into pursuant to the terms of a subscription agreement between
      the Borrower, the Holder (the “Subscription Agreement”), and shall be governed
      by the terms of such Subscription Agreement. Unless otherwise separately defined
      herein, all capitalized terms used in this Note shall have the same meaning
      as
      is set forth in the Subscription Agreement. The following terms shall apply
      to
      this Note:

    


    ARTICLE
      I

    


    INTEREST;
      SECURITY AGREEMENT

    


    1.1.  
       Payment
      Grace Period.
      The
      Borrower shall have a ten (10) business day grace period to pay any monetary
      amounts due under this Note, after which grace period and during the pendency
      of
      an Event of Default (as defined in Article III) a default interest rate of
      eighteen percent (18%) per annum shall apply to the amounts owed
      hereunder.

    


    1.2  Interest
      Rate.
      Simple
      interest payable on this Note shall accrue at the annual rate of twelve percent
      (12%). Interest will be payable on the ninetieth (90th)
      day
      after the Issue Date and on the Maturity Date, accelerated or otherwise, when
      the principal and remaining accrued but unpaid interest shall be due and
      payable, or sooner as described below. Interest payable on the ninetieth
      (90th)
      day
      after the Issue Date, at the election of the Holder, will be payable by the
      Borrower’s delivery of a Note identical to this Note in the Principal Amount
      equal to the amount of such interest (“Interest Note”). The Maturity Date of the
      Interest Note shall be the same as for this Note and the Holder of such Interest
      Note is granted all of the rights of the Holder of this Note.

    


    


    
      
        
           

        

        
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    ARTICLE
      II

    


    EXCHANGE
      AND OPTIONAL REDEMPTION

    


    2.1.  Exchange.
      At the
      election of the Holder, this Note may be exchanged by the Holder and submitted
      as payment for other securities and debt of the Company as described in Section
      12(a) of the Subscription Agreement.

    


    2.2.  Optional
      Redemption of Principal Amount.
      Provided an Event of Default or an event which with the passage of time or
      the
      giving of notice could become an Event of Default has not occurred, whether
      or
      not such Event of Default has been cured, the Borrower will have the option
      of
      prepaying the outstanding Principal amount of this Note ("Optional Redemption")
      and accrued interest, in whole or in part, by paying to the Holder a sum of
      money equal to the Principal amount to be redeemed, together with accrued but
      unpaid interest thereon and any and all other sums due, accrued or payable
      to
      the Holder arising under this Note or any Transaction Document through the
      Redemption Payment Date as defined below (the "Redemption Amount"). Borrower’s
      election to exercise its right to prepay must be by notice in writing (“Notice
      of Redemption”). The Notice of Redemption shall specify the date for such
      Optional Redemption (the "Redemption Payment Date"), which date must be not
      later than ten (10) business days after the date of the Notice of Redemption
      (the "Redemption Period"). On the Redemption Payment Date, the Redemption Amount
      shall be paid in good funds to the Holder. In the event the Borrower fails
      to
      pay the Redemption Amount on the Redemption Payment Date as set forth herein,
      then (i) such Notice of Redemption will be null and void, (ii) Borrower will
      not
      have the right to deliver another Notice of Redemption, and (iii) Borrower’s
      failure may be deemed by Holder to be a non-curable Event of
      Default.

    


    ARTICLE
      III

    


    SECURITY
      INTEREST

    


    3. 
        Security
      Interest/Waiver of Automatic Stay.
      This
      Note is secured by a security interest granted to the Collateral Agent for
      the
      benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower
      to Holder. The Borrower acknowledges and agrees that should a proceeding under
      any bankruptcy or insolvency law be commenced by or against the Borrower, or
      if
      any of the Collateral (as defined in the Security Agreement) should become
      the
      subject of any bankruptcy or insolvency proceeding, then the Holder should
      be
      entitled to, among other relief to which the Holder may be entitled under the
      Transaction Documents and any other agreement to which the Borrower and Holder
      are parties (collectively, "Loan Documents") and/or applicable law, an order
      from the court granting immediate relief from the automatic stay pursuant to
      11
      U.S.C. Section 362 to permit the Holder to exercise all of its rights and
      remedies pursuant to the Loan Documents and/or applicable law. TO THE EXTENT
      PERMITTED BY LAW, THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC
      STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY
      ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION
      OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION,
      11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT
      IN
      ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES
      UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents
      to
      any motion for relief from stay that may be filed by the Holder in any
      bankruptcy or insolvency proceeding initiated by or against the Borrower and,
      further, agrees not to file any opposition to any motion for relief from stay
      filed by the Holder. The Borrower represents, acknowledges and agrees that
      this
      provision is a specific and material aspect of the Loan Documents, and that
      the
      Holder would not agree to the terms of the Loan Documents if this waiver were
      not a part of this Note. The Borrower further represents, acknowledges and
      agrees that this waiver is knowingly, intelligently and voluntarily made, that
      neither the Holder nor any person acting on behalf of the Holder has made any
      representations to induce this waiver, that the Borrower has been represented
      (or has had the opportunity to he represented) in the signing of this Note
      and
      the Loan Documents and in the making of this waiver by independent legal counsel
      selected by the Borrower and that the Borrower has discussed this waiver with
      counsel.

     

     

    


    
      
        
           

        

        
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    ARTICLE
      IV

    


    EVENTS
      OF DEFAULT

    


    The
      occurrence of any of the following events of default ("Event of Default") shall,
      at the option of the Holder hereof, make all sums of principal and interest
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable, upon demand, without presentment, or grace period, all of which
      hereby are expressly waived, except as set forth below:

    


    4.1  Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any installment of Principal Amount, interest or other
      sum
      due under this Note or any Transaction Document when due and such failure
      continues for a period of five (5) business days after the due
      date.

    


    4.2  Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other term or condition of the
      Subscription Agreement, this Note or other Transaction Document in any material
      respect and such breach, if subject to cure, continues for a period of ten
      (10)
      business days after written notice to the Borrower from the Holder.

    


    4.3  Breach
      of Representations and Warranties.
      Any
      material representation or warranty of the Borrower made herein, in the
      Subscription Agreement, Transaction Document or in any agreement, statement
      or
      certificate given in writing pursuant hereto or in connection herewith or
      therewith shall be false or misleading in any material respect as of the date
      made and the Closing Date.

    


    4.4  Receiver
      or Trustee.
      The
      Borrower or any Subsidiary of Borrower shall make an assignment for the benefit
      of creditors, or apply for or consent to the appointment of a receiver or
      trustee for them or for a substantial part of their property or business; or
      such a receiver or trustee shall otherwise be appointed.

    


    4.5  Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      Borrower or any subsidiary of Borrower or any of their property or other assets
      for more than $100,000,
      and
      shall remain unvacated, unbonded or unstayed for a period of forty-five (45)
      calendar
      days.

    


    4.6  Non-Payment.
      The
      Borrower shall have received a notice of default, which remains uncured for
      a
      period of more than ten (10) business days, on the payment of any one or more
      debts or obligations aggregating in excess of One Hundred Thousand Dollars
      ($100,000.00) beyond any applicable grace period;

    


    4.7  Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower or any Subsidiary of Borrower and if
      instituted against them are not dismissed within sixty (60) calendar
      days of initiation.

    


    4.8  Series
      A Default.
      The
      determination that the Borrower is in material default of any obligation of
      the
      Borrower to the holders of the Borrower’s Series A Convertible Preferred
      Stock.

    


    


    
      
        
           

        

        
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    4.9  Delisting.
      Failure
      of the Common Stock to be quoted or listed on a Principal Market or failure
      to
      comply with the requirements for continued listing on a Principal Market for
      a
      period of seven consecutive trading days.

    


    4.10  
      Stop
      Trade.
      An SEC
      or judicial stop trade order or Principal Market trading suspension with respect
      to Borrower’s Common Stock that lasts for five or more consecutive trading
      days.

    


    4.11  
      Cross
      Default.
      A
      default by the Borrower of a material term, covenant, warranty or undertaking
      of
      any Transaction Document or other agreement to which the Borrower and Holder
      are
      parties, or the occurrence of a material event of default under any such other
      agreement which is not cured after any required notice and/or cure
      period.

    


    ARTICLE
      V

    


    MISCELLANEOUS

    


    5.1  Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

    


    5.2  Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Borrower to: Oxford
      Media, Inc., One Technology Drive, Building H, Irvine, CA 92618, Attn: Lewis
      Jaffe, President and CEO, telecopier: (949) 341-0060, with a copy by telecopier
      only to: Keith A. Rosenbaum, Esq., Spectrum Law Group, LLP, 1900 Main Street,
      Suite 125, Irvine, CA 92614, telecopier: (949) 851-5940, and (ii) if to the
      Holder, to the name, address and telecopy number set forth on the front page
      of
      this Note, with a copy by telecopier
      only to
      Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
      10176, telecopier number: (212) 697-3575.

    


    5.3  Amendment
      Provision.
      The
      term "Note" and all reference thereto, as used throughout this instrument,
      shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented.

    


    5.4  Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and
      assigns.

    


    


    
      
        
           

        

        
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    5.5  Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys'
      fees.

    


    5.6  Governing
      Law.
      This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      New York, without regard to conflicts
      of laws
      principles that would result in the application of the substantive laws of
      another jurisdiction. Any
      action brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. Both parties
      and
      the individual signing this Note on behalf of the Borrower agree to
      submit
      to the
      jurisdiction of such courts. The prevailing party shall be entitled to recover
      from the other party its reasonable attorney's fees and costs. In the event
      that
      any provision of this Note is invalid or unenforceable under any applicable
      statute or rule of law, then such provision shall be deemed inoperative to
      the
      extent that it may conflict therewith and shall be deemed modified to conform
      with such statute or rule of law. Any such provision which may prove invalid
      or
      unenforceable under any law shall not affect the validity or unenforceability
      of
      any other provision of this Note. Nothing contained herein shall be deemed
      or
      operate to preclude the Holder from bringing suit or taking other legal action
      against the Borrower in any other jurisdiction to collect on the Borrower's
      obligations to Holder, to realize on any collateral or any other security for
      such obligations, or to enforce a judgment or other court in favor of the
      Holder.

    


    5.7  Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum permitted by such law, any payments in excess
      of
      such maximum shall be credited against amounts owed by the Borrower to the
      Holder and thus refunded to the Borrower.

    


    5.8.  
       Construction.
      Each
      party acknowledges that its legal counsel participated in the preparation of
      this Note and, therefore, stipulates that the rule of construction that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the interpretation of this Note to favor any party

    against
      the other.

    


    5.9  Redemption.
      This
      Note may not be redeemed or called without the consent of the Holder except
      as
      described in this Note.

    


    


    


    


    


    
      
        
           

        

        
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    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the ____ day of May, 2006.

    


    
      	 	
              OXFORD
                MEDIA, INC.

            
	 	 	 
	 	
              By:________________________________

            
	 	 	
              Name:
                

            
	 	 	
              Title:
                

            


    

     

    WITNESS:

    


    


    ______________________________________

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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