Exhibit 10.4


    
      

      

    

    


    THIS
      WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
      AND
      THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO OXFORD MEDIA, INC. THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


    
      	 	
              Right
                to Purchase 450,000 shares of Common Stock of Oxford Media, Inc.
                (subject
                to adjustment as provided herein)

            


    

    


    FORM
      OF COMMON STOCK PURCHASE WARRANT

     

    
      	
              No. 2006-A-001

            	
              Issue
                Date: May 26, 2006

            


    

     

    OXFORD
      MEDIA, INC., a corporation organized under the laws of the State of Nevada
      (the
“Company”), hereby certifies that, for value received, LONGVIEW
      FUND, LP, 600 Montgomery Street, 44th Floor, San Francisco, CA 94111, Fax:
      (415)
      981-5301 or its assigns (the “Holder”), is entitled, subject to the terms set
      forth below, to purchase from the Company at any time after sixty (60) days
      after the Issue Date until 5:00 p.m., E.S.T on the fifth (5th)
      anniversary after the Issue Date (the “Expiration Date”), four hundred fifty
      thousand (450,000) fully paid and nonassessable shares of Common Stock at a
      per
      share purchase price equal to $1.50. The aforedescribed purchase price per
      share, as adjusted from time to time as herein provided, is referred to herein
      as the “Purchase Price.” The number and character of such shares of Common Stock
      and the Purchase Price are subject to adjustment as provided herein. The Company
      may reduce the Purchase Price without the consent of the Holder. Capitalized
      terms used and not otherwise defined herein shall have the meanings set forth
      in
      that certain Subscription Agreement (the “Subscription
      Agreement”),
      dated
      May 26, 2006, entered into by the Company and Holders of the
      Warrants.

    


    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings: 

     

    (a)    The
      term
“Company” shall include Oxford Media, Inc. and any corporation which shall
      succeed or assume the obligations of Oxford Media, Inc. hereunder. 

     

    (b)    The
      term
“Common Stock” includes (a) the Company’s Common Stock, $0.001 par value
      per share, as authorized on the date of the Subscription Agreement, and (b)
      any
      other securities into which or for which any of the securities described in
      (a) may be converted or exchanged pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

     

    (c)    The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      holder of the Warrant at any time shall be entitled to receive, or shall have
      received, on the exercise of the Warrant, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 5 or otherwise. 

     

    (d)    The
      term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
      Warrant.

     

    


    
      
        
           

           

        

        
          1

          
            

          

        

        
           

        

      

    

     

    


    1.    Exercise
      of Warrant.

     

    1.1.    Number
      of Shares Issuable upon Exercise.
      From
      and after the Issue Date through and including the Expiration Date, the Holder
      hereof shall be entitled to receive, upon exercise of this Warrant in whole
      in
      accordance with the terms of subsection 1.2 or upon exercise of this
      Warrant in part in accordance with subsection 1.3, shares of Common Stock
      of the Company, subject to adjustment pursuant to Section 4.

     

    1.2.    Full
      Exercise.
      This
      Warrant may be exercised in full by the Holder hereof by delivery of an original
      or facsimile copy of the form of subscription attached as Exhibit A hereto
      (the “Subscription Form”) duly executed by such Holder and surrender of the
      original Warrant within four (4) days of exercise, to the Company at its
      principal office or at the office of its Warrant Agent (as provided
      hereinafter), accompanied by payment, in cash, wire transfer or by certified
      or
      official bank check payable to the order of the Company, in the amount obtained
      by multiplying the number of shares of Common Stock for which this Warrant
      is
      then exercisable by the Purchase Price then in effect. 

     

    1.3.    Partial
      Exercise.
      This
      Warrant may be exercised in part (but not for a fractional share) by surrender
      of this Warrant in the manner and at the place provided in subsection 1.2
      except that the amount payable by the Holder on such partial exercise shall
      be
      the amount obtained by multiplying (a) the number of whole shares of Common
      Stock designated by the Holder in the Subscription Form by (b) the Purchase
      Price then in effect. On any such partial exercise, the Company, at its expense,
      will forthwith issue and deliver to or upon the order of the Holder hereof
      a new
      Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon
      payment by such Holder of any applicable transfer taxes) may request, the whole
      number of shares of Common Stock for which such Warrant may still be
      exercised.

     

    1.4.    Fair
      Market Value.
      Fair
      Market Value of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean: 

     

    (a)    If
      the
      Company’s Common Stock is traded on an exchange or is quoted on the National
      Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”), National
      Market System, the NASDAQ Capital Market or the American Stock Exchange, LLC,
      then the closing or last sale price, respectively, reported for the last
      business day immediately preceding the Determination Date;

     

    (b)    If
      the
      Company’s Common Stock is not traded on an exchange or on the NASDAQ National
      Market System, the NASDAQ Capital Market or the American Stock Exchange, Inc.,
      but is traded in the over-the-counter market, then the average of the closing
      bid and ask prices reported for the last business day immediately preceding
      the
      Determination Date;

     

    (c)    Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree, or in the absence of such
      an
      agreement, by arbitration in accordance with the rules then standing of the
      American Arbitration Association, before a single arbitrator to be chosen from
      a
      panel of persons qualified by education and training to pass on the matter
      to be
      decided; or

     

    (d)    If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then
      issuable upon exercise of all of the Warrants are outstanding at the
      Determination Date.

     

    


     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    1.5.    Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Holder hereof acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights to which such Holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such
      rights.

     

    1.6.    Trustee
      for Warrant Holders.
      In the
      event that a qualified bank or trust company shall have been appointed as
      trustee for the Holder of the Warrants pursuant to Subsection 3.2, such
      bank or trust company shall have all the powers and duties of a warrant agent
      (as hereinafter described) and shall accept, in its own name for the account
      of
      the Company or such successor person as may be entitled thereto, all amounts
      otherwise payable to the Company or such successor, as the case may be, on
      exercise of this Warrant pursuant to this Section 1. 

     

    1.7.     Delivery
      of Stock Certificates, etc. on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder hereof as the record owner
      of
      such shares as of the close of business on the date on which this Warrant shall
      have been surrendered and payment made for such shares as aforesaid. As soon
      as
      practicable after the exercise of this Warrant in full or in part, and in any
      event within three (3) business
      days
      thereafter, the Company at its expense (including the payment by it of any
      applicable issue taxes) will cause to be issued in the name of and delivered
      to
      the Holder hereof, or as such Holder (upon payment by such Holder of any
      applicable transfer taxes) may direct in compliance with applicable securities
      laws, a certificate or certificates for the number of duly and validly issued,
      fully paid and nonassessable shares of Common Stock (or Other Securities) to
      which such Holder shall be entitled on such exercise, plus, in lieu of any
      fractional share to which such Holder would otherwise be entitled, cash equal
      to
      such fraction multiplied by the then Fair Market Value of one full share of
      Common Stock, together with any other stock or other securities and property
      (including cash, where applicable) to which such Holder is entitled upon such
      exercise pursuant to Section 1 or otherwise. The Company understands that a
      delay in the delivery of the Warrant Shares after the Warrant Share Delivery
      Date could result in economic loss to the Holder. As compensation to the Holder
      for such loss, the Company agrees to pay (as liquidated damages and not as
      a
      penalty) to the Holder for late issuance of Warrant Shares upon exercise of
      this
      Warrant the amount of $100 per business day after the Warrant Share Delivery
      Date for each $10,000 of Purchase Price of Warrant Shares for which this Warrant
      is exercised which are not timely delivered. The Company shall pay any payments
      incurred under this Section in immediately available funds upon demand.
      Furthermore, in addition to any other remedies which may be available to the
      Holder, in the event that the Company fails for any reason to effect delivery
      of
      the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke
      all
      or part of the relevant Warrant exercise by delivery of a notice to such effect
      to the Company whereupon the Company and the Holder shall each be restored
      to
      their respective positions immediately prior to the exercise of the relevant
      portion of this Warrant, except that the liquidated damages described above
      shall be payable through the date notice of revocation or rescission is given
      to
      the Company.

     

    2.    Cashless
      Exercise.

     

    (a)     
      Except
      as
      described below, if a Registration Statement (as defined in the Subscription
      Agreement) (“Registration Statement”) is effective and the Holder may sell its
      shares of Common Stock upon exercise hereof pursuant to the Registration
      Statement, this Warrant may be exercisable in whole or in part for cash only
      as
      set forth in Section 1 above. If no such Registration Statement is
      available
      during
      the time that such Registration Statement is required to be effective pursuant
      to the terms of the Subscription Agreement, then commencing one year after
      the
      Issue Date, payment upon exercise may be made at the option of the Holder either
      in (i) cash, wire transfer or by certified or official bank check payable
      to the order of the Company equal to the applicable aggregate Purchase Price,
      (ii) by cashless exercise in accordance with Section (b) below or
      (iii) by a combination of any of the foregoing methods, for the number of
      shares of Common Stock specified in such form (as such exercise number shall
      be
      adjusted to reflect any adjustment in the total number of shares of Common
      Stock
      issuable to the Holder per the terms of this Warrant) and the Holder shall
      thereupon be entitled to receive the number of duly authorized, validly issued,
      fully-paid and non-assessable shares of Common Stock (or Other Securities)
      determined as provided herein.

     

    


     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    


     

    (b)     
      If
      the
      Fair Market Value of one share of Common Stock is greater than the Purchase
      Price (at the date of calculation as set forth below), in lieu of exercising
      this Warrant for cash, the Holder may elect to receive shares equal to the
      value
      (as determined below) of this Warrant (or the portion thereof being cancelled)
      by surrender of this Warrant at the principal office of the Company together
      with the properly endorsed Subscription Form in which event the Company shall
      issue to the Holder a number of shares of Common Stock computed using the
      following formula:

     

    
      	 	
              X
                =
                Y
                (A-B)

                     
                   A

            
	 	 	 
	
              Where

            	
              X=

            	
              the
                number of shares of Common Stock to be issued to the
                holder

            
	 	 	 
	 	
              Y=

               

            	
              the
                number of shares of Common Stock purchasable under the Warrant or,
                if only
                a portion of the Warrant is being exercised, the portion of the Warrant
                being exercised (at the date of such calculation)

               

            
	 	
              A=

               

            	
              the
                average of the closing sale prices of the Common Stock for the five
                (5)
                Trading Days immediately prior to (but not including) the Exercise
                Date

               

            
	 	
              B=

               

            	
              Purchase
                Price (as adjusted to the date of such calculation)

               

            


    

     

    (c)     
      The
      Holder may employ the cashless exercise feature described in Section (b) above
      only during the pendency of a Non-Registration Event as described in Section
      11
      of the Subscription Agreement.

     

    For
      purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood
      and acknowledged that the Warrant Shares issued in a cashless exercise
      transaction shall be deemed to have been acquired by the Holder, and the holding
      period for the Warrant Shares shall be deemed to have commenced, on the date
      this Warrant was originally issued pursuant to the Subscription
      Agreement.

     

    3.    Adjustment
      for Reorganization, Consolidation, Merger, etc.

     

    3.1.     Reorganization,
      Consolidation, Merger, etc.
      In case
      at any time or from time to time, the Company shall (a) effect a
      reorganization, (b) consolidate with or merge into any other person or
      (c) transfer all or substantially all of its properties or assets to any
      other person under any plan or arrangement contemplating the dissolution of
      the
      Company, then, in each such case, as a condition to the consummation of such
      a
      transaction, proper and adequate provision shall be made by the Company whereby
      the Holder of this Warrant, on the exercise hereof as provided in
      Section 1, at any time after the consummation of such reorganization,
      consolidation or merger or the effective date of such dissolution, as the case
      may be, shall receive, in lieu of the Common Stock (or Other Securities)
      issuable on such exercise prior to such consummation or such effective date,
      the
      stock and other securities and property (including cash) to which such Holder
      would have been entitled upon such consummation or in connection with such
      dissolution, as the case may be, if such Holder had so exercised this Warrant,
      immediately prior thereto, all subject to further adjustment thereafter as
      provided in Section 4.

     

    3.2.    Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      other securities and property (including cash, where applicable) receivable
      in
      accordance with Section 3.1 by the Holder of the Warrants upon their exercise
      after the effective date of such dissolution pursuant to this Section 3 to
      a bank or trust company (a “Trustee”) having its principal office in
      New York, NY, as trustee for the Holder of the Warrants. 

     

    


     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

    3.3.    Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the Other Securities and property receivable on the exercise of this Warrant
      after the consummation of such reorganization, consolidation or merger or the
      effective date of dissolution following any such transfer, as the case may
      be,
      and shall be binding upon the issuer of any Other Securities, including, in
      the
      case of any such transfer, the person acquiring all or substantially all of
      the
      properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Warrant as provided in Section 4. In
      the event this Warrant does not continue in full force and effect after the
      consummation of the transaction described in this Section 3, then only in
      such event will the Company’s securities and property (including cash, where
      applicable) receivable by the Holder of the Warrants be delivered to the Trustee
      as contemplated by Section 3.2.

     

    3.4.    Share
      Issuance.
      Until
      the Expiration Date, if the Company shall issue any Common Stock except for
      the
      Excepted Issuances (as defined in the Subscription Agreement), prior to the
      complete exercise of this Warrant for a consideration less than the Purchase
      Price that would be in effect at the time of such issue, then, and thereafter
      successively upon each such issue, the Purchase Price shall be reduced to such
      other lower issue price. For purposes of this adjustment, the issuance of any
      security or debt instrument of the Company carrying the right to convert such
      security or debt instrument into Common Stock or of any warrant, right or option
      to purchase Common Stock shall result in an adjustment to the Purchase Price
      upon the issuance of the above-described security, debt instrument, warrant,
      right, or option if such issuance is at a price lower than the Purchase Price
      in
      effect upon such issuance. The reduction of the Purchase Price described in
      this
      Section 3.4 is in addition to the other rights of the Holder described in the
      Subscription Agreement.

     

    4.    Extraordinary
      Events Regarding Common Stock.
      In the
      event that the Company shall (a) issue additional shares of the Common
      Stock as a dividend or other distribution on outstanding Common Stock,
      (b) subdivide its outstanding shares of Common Stock, or (c) combine
      its outstanding shares of the Common Stock into a smaller number of shares
      of
      the Common Stock, then, in each such event, the Purchase Price shall,
      simultaneously with the happening of such event, be adjusted by multiplying
      the
      then Purchase Price by a fraction, the numerator of which shall be the number
      of
      shares of Common Stock outstanding immediately prior to such event and the
      denominator of which shall be the number of shares of Common Stock outstanding
      immediately after such event, and the product so obtained shall thereafter
      be
      the Purchase Price then in effect. The Purchase Price, as so adjusted, shall
      be
      readjusted in the same manner upon the happening of any successive event or
      events described herein in this Section 4. The number of shares of Common
      Stock that the Holder of this Warrant shall thereafter, on the exercise hereof
      as provided in Section 1, be entitled to receive shall be adjusted to a
      number determined by multiplying the number of shares of Common Stock that
      would
      otherwise (but for the provisions of this Section 4) be issuable on such
      exercise by a fraction of which (a) the numerator is the Purchase Price
      that would otherwise (but for the provisions of this Section 4) be in
      effect, and (b) the denominator is the Purchase Price in effect on the date
      of such exercise.

     

    5.    Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of the Warrants, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or
      receivable by the Company for any additional shares of Common Stock (or Other
      Securities) issued or sold or deemed to have been issued or sold, (b) the
      number of shares of Common Stock (or Other Securities) outstanding or deemed
      to
      be outstanding, and (c) the Purchase Price and the number of shares of
      Common Stock to be received upon exercise of this Warrant, in effect immediately
      prior to such adjustment or readjustment and as adjusted or readjusted as
      provided in this Warrant. The Company will forthwith mail a copy of each such
      certificate to the Holder of the Warrant and any Warrant Agent of the Company
      (appointed pursuant to Section 11 hereof).

     

    


     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

     

    6.    Reservation
      of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Warrants, all shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the Warrant. This
      Warrant entitles the Holder hereof to receive copies of all financial and other
      information distributed or required to be distributed to the holders of the
      Company’s Common Stock. 

     

    7.    Assignment;
      Exchange of Warrant.
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”). On the surrender for exchange of this Warrant, with the
      Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form”) and together with an opinion of counsel
      reasonably satisfactory to the Company that the transfer of this Warrant will
      be
      in compliance with applicable securities laws, the Company at its expense,
      twice, only, but with payment by the Transferor of any applicable transfer
      taxes, will issue and deliver to or on the order of the Transferor thereof
      a new
      Warrant or Warrants of like tenor, in the name of the Transferor and/or the
      transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the
      number of shares of Common Stock called for on the face or faces of the Warrant
      so surrendered by the Transferor. No such transfers shall result in a public
      distribution of the Warrant.

     

    8.    Replacement
      of Warrant.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense, twice only, will execute and deliver, in lieu thereof,
      a
      new Warrant of like tenor.

     

    9.    Registration
      Rights.
      The
      Holder of this Warrant has been granted certain registration rights by the
      Company. These registration rights are set forth in the Subscription Agreement.
      The terms of the Subscription Agreement are incorporated herein by this
      reference.

     

    10.  
        Maximum
      Exercise.
      The
      Holder shall not be entitled to exercise this Warrant on an exercise
      date, in
      connection with that number of shares of Common Stock which would be in excess
      of the sum of (i) the number of shares of Common Stock beneficially owned
      by the Holder and its affiliates on an exercise date, and (ii) the number
      of shares of Common Stock issuable upon the exercise of this Warrant with
      respect to which the determination of this limitation is being made on an
      exercise date, which would result in beneficial ownership by the Holder and
      its
      affiliates of more than 4.99% of the outstanding shares of Common Stock on
      such
      date. For the purposes of the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the
      Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
      Subject to the foregoing, the Holder shall not be limited to aggregate exercises
      which would result in the issuance of more than 4.99%. The
      restriction described in this paragraph may be waived, in whole or in part,
      upon sixty-one (61) days prior notice from the Holder to the Company to increase
      such percentage to up to 9.99%. The Holder may decide whether to convert a
      Convertible Note or exercise this Warrant to achieve an actual 4.99% or up
      to
      9.99% ownership position as described above.

     

    11.  
        Warrant
      Agent.
      The
      Company may, by written notice to the Holder of the Warrant, appoint an agent
      (a
“Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities)
      on the exercise of this Warrant pursuant to Section 1, exchanging this
      Warrant pursuant to Section 7, and replacing this Warrant pursuant to
      Section 8, or any of the foregoing, and thereafter any such issuance,
      exchange or replacement, as the case may be, shall be made at such office by
      such Warrant Agent. 

     

    


     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

     

    12.  
        Transfer
      on the Company’s Books.
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary. 

     

    13.  
        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 or
      (c)
      three business days after deposited in the mail if delivered pursuant to
      subsection (ii) above.
      The
      addresses for such communications shall be: (i) if to the Company 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 address and telecopier number listed on the first paragraph
      of
      this Warrant, with an additional copy by telecopier only to: Grushko &
Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176,
      telecopier number: (212) 697-3575.

    


    14.  
        Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought. This Warrant shall
      be construed and enforced in accordance with and governed by the laws of New
      York. Any dispute relating to this Warrant shall be adjudicated in New York
      County in the State of New York. The headings in this Warrant are for purposes
      of reference only, and shall not limit or otherwise affect any of the terms
      hereof. The invalidity or unenforceability of any provision hereof shall in
      no
      way affect the validity or enforceability of any other provision. 

    


     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

     

    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above. 

     

    
      	 	
              OXFORD
                MEDIA, INC.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
                       
                /s/                                                               
                

            
	 	 	
              Name:
                Lewis Jaffe

            
	 	 	
              Title:
                CEO

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              Witness:

            	 	 
	 	 	 
	 	 	 
	
              _______________________________

            	 	 


    

    


    


    


     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    


    Exhibit A

    FORM
      OF
      SUBSCRIPTION

    (to
      be
      signed only on exercise of Warrant)

    TO:
      OXFORD MEDIA, INC. 

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):

    


    ___  ________
      shares of the Common Stock covered by such Warrant; or

     

    ___  the
      maximum number of shares of Common Stock covered by such Warrant pursuant to
      the
      cashless exercise procedure set forth in Section 2.

    


    The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant, which is $___________. Such
      payment takes the form of (check applicable box or boxes):

     

    ___  $__________
      in lawful money of the United States; and/or

     

    ___  the
      cancellation of the Warrant to the extent necessary, in accordance with the
      formula set forth in Section 2, to exercise this Warrant with respect to
      the maximum number of shares of Common Stock purchasable pursuant to the
      cashless exercise procedure set forth in Section 2.

    


    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to _____________________________________________________
      whose
      address is 

     

      
        

      

    

     

    
      

    

    Number of Shares of Common Stock Beneficially Owned on the date of
      exercise: Less
      than
      five percent (5%) of the outstanding Common Stock of Oxford Media,
      Inc.

     

    The
      undersigned represents and warrants that the representations and warranties
      in
      Section 4 of the Subscription Agreement (as defined in this Warrant) are true
      and accurate with respect to the undersigned on the date hereof.

    


    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the “Securities Act”), or pursuant to an exemption from registration
      under the Securities Act.

    


    
      	
              Dated:___________________

            	
              _______________________________________

              (Signature
                must conform to name of holder as specified on the face of the
                Warrant)

               

              _______________________________________

              _______________________________________

              (Address)

            


    

    


    


    
 

    
      
        
           

        

        
          9

          
            

          

        

        
           

        

      

    

    


     

    Exhibit B

    


    FORM
      OF
      TRANSFEROR ENDORSEMENT

    (To
      be
      signed only on transfer of Warrant)

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of OXFORD MEDIA, INC. to which the within Warrant relates specified under
      the headings “Percentage Transferred” and “Number Transferred,” respectively,
      opposite the name(s) of such person(s) and appoints each such person Attorney
      to
      transfer its respective right on the books of OXFORD MEDIA, INC. with full
      power
      of substitution in the premises.

     

    
      	
              Transferees

            	
              Percentage
                Transferred

            	
              Number
                Transferred

            
	 	 	 
	 	 	 
	 	 	 


    

    


    


    
      	
              Dated:
                ______________, ___________

               

               

               

              Signed
                in the presence of:

               

              _________________________________

              (Name)

               

               

              ACCEPTED
                AND AGREED:

              [TRANSFEREE]

               

               

              _________________________________

              (Name)

            	
              ______________________________________________

              (Signature
                must conform to name of holder as specified on the face of the
                warrant)

               

               

               

              ______________________________________________

              ______________________________________________

              (address)

               

              ______________________________________________

              ______________________________________________

              (address)