Exhibit 10.2


    
      

      

    

    


     

    SUBSCRIPTION
      AGREEMENT

     

     

    THIS
      SUBSCRIPTION AGREEMENT
      (this
“Agreement”),
      dated
      as of May ___, 2006, by and among Oxford Media, Inc. (formerly known as Becoming
      Art Inc.), a Nevada corporation (the “Company”),
      and
      the subscribers identified on the signature page hereto (each a “Subscriber”
and
      if
      more than one, collectively “Subscribers”).

     

    WHEREAS,
      the
      Company and the Subscribers are executing and delivering this Agreement in
      reliance upon an exemption from securities registration afforded by the
      provisions of Section 4(2) and/or Regulation D (“Regulation
      D”)
      as
      promulgated by the United States Securities and Exchange Commission (the
“Commission”)
      under
      the Securities Act of 1933, as amended (the “1933
      Act”).

     

    WHEREAS,
      the
      parties desire that, upon the terms and subject to the conditions contained
      herein, the Company shall issue and sell to the Subscribers, as provided herein,
      and the Subscribers, in the aggregate, shall purchase up to One Million Five
      Hundred Thousand Dollars ($1,500,000) (the "Purchase
      Price")
      of
      principal amount of 12% promissory notes of the Company (“Note”
or
      “Notes”)
      in the
      form annexed hereto as Exhibit
      A
      and as a
      due diligence fee, share purchase warrants (collectively the “Warrants”),
      in
      the form attached hereto as Exhibit
      B,
      to
      purchase shares of the Company’s $0.001 par value common stock (“Common
      Stock”)
      (the
“Warrant
      Shares”).
      The
      Notes, the Warrants and the Warrant Shares are collectively referred to herein
      as the "Securities";
      and

     

    WHEREAS,
      the
      aggregate proceeds of the sale of the Notes and the Warrants contemplated hereby
      may be held in escrow pursuant to the terms of a Funds Escrow Agreement to
      be
      executed by the parties substantially in the form attached hereto as
Exhibit
      C
      (the
      "Escrow
      Agreement").

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and other agreements contained in this
      Agreement the Company and the Subscribers hereby agree as follows:

     

    1.   Closing.
      Subject
      to the satisfaction or waiver of the terms and conditions of this Agreement,
      on
      the Closing
      Date,
      each
      Subscriber shall purchase and the Company shall sell to each Subscriber a Note
      in the principal amount designated on the signature page hereto and the amount
      of Warrants determined pursuant to Section 3 below. The aggregate principal
      amount of the Notes to be purchased by the Subscribers on the Closing Date
      shall, in the aggregate, be equal to the Purchase Price. The Closing Date shall
      be the date that subscriber funds representing the net amount due to the Company
      from the Purchase Price is transmitted by wire transfer or otherwise to or
      for
      the benefit of the Company. The consummation of the transactions contemplated
      herein shall take place at the offices of Grushko & Mittman, P.C., 551 Fifth
      Avenue, Suite 1601, New York, New York 10176, upon the satisfaction of all
      conditions to Closing set forth in this Agreement (“Closing
      Date”).

    


    2.   Due
      Diligence Warrants.
      On the
      Closing Date, the Company will issue and deliver Warrants to the Subscribers.
      Three due diligence Warrants will be issued for every ten dollars invested
      on
      the Closing Date. The per Warrant Share exercise price to acquire a Warrant
      Share upon exercise of a Warrant shall be as stated in the Warrant. The Warrants
      shall be exercisable until five (5) years after the issue date of the Warrants.
      The holder of the Warrants is granted the registration rights set forth in
      this
      Agreement. The Warrant exercise price and the number of shares of Common Stock
      issuable upon exercise of the Warrants shall be equitably adjusted to offset
      the
      effect of stock splits, stock dividends, pro rata distributions of property
      or
      equity interests to the Company’s shareholders, and as otherwise described in
      the Warrant.

    


    


    
      
        
          
          

        

        
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    3.   Security
      Interest.
      The
      Subscribers will be granted a security interest in certain assets of the Company
      and Subsidiaries (as defined in Section 5(a) of this Agreement), including
      ownership of the Subsidiaries, to be memorialized in a “Security
      Agreement”,
      a form
      of which is annexed hereto as Exhibit
      D.
      Each
      Subsidiary will execute and deliver to the Subscribers a form of “Guaranty”
      annexed
      hereto as Exhibit
      E.
      The
      Company will execute such other agreements, documents and financing statements
      reasonably requested by Subscribers, which will be filed at the Company’s
      expense with such jurisdictions, states and counties designated by the
      Subscribers. The
      Company will also execute all such documents reasonably necessary in the opinion
      of Subscribers to memorialize and further protect the security interest
      described herein. The Subscribers will appoint a Collateral Agent to represent
      them collectively in connection with the security interest to be granted to
      the
      Subscribers. The appointment will be pursuant to a “Collateral
      Agent Agreement”,
      a form
      of which is annexed hereto as Exhibit
      F.

     

    4.   Subscriber's
      Representations and Warranties.
      Each
      Subscriber hereby represents and warrants to and agrees with the Company only
      as
      to such Subscriber that:

    


    (a)   Organization
      and Standing of the Subscribers.
      If the
      Subscriber is an entity, such Subscriber is a corporation, partnership or other
      entity duly incorporated or organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation or organization and
      has
      the requisite corporate power to own its assets and to carry on its
      business.

    


    (b)   Authorization
      and Power.
      Each
      Subscriber has the requisite power and authority to enter into and perform
      this
      Agreement and to purchase the Securities being sold to it hereunder. The
      execution, delivery and performance of this Agreement by such Subscriber and
      the
      consummation by it of the transactions contemplated hereby and thereby have
      been
      duly authorized by all necessary corporate or partnership action, and no further
      consent or authorization of such Subscriber or its Board of Directors,
      stockholders, partners, members, as the case may be, is required. This Agreement
      has been duly authorized, executed and delivered by such Subscriber and
      constitutes, or shall constitute when executed and delivered, a valid and
      binding obligation of the Subscriber enforceable against the Subscriber in
      accordance with the terms thereof.

     

    (c)   No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      such Subscriber of the transactions contemplated hereby or relating hereto
      do
      not and will not (i) result in a violation of such Subscriber’s charter
      documents or bylaws or other organizational documents or (ii) conflict with,
      or
      constitute a default (or an event which with notice or lapse of time or both
      would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation of any agreement, indenture or
      instrument or obligation to which such Subscriber is a party or by which its
      properties or assets are bound, or result in a violation of any law, rule,
      or
      regulation, or any order, judgment or decree of any court or governmental agency
      applicable to such Subscriber or its properties (except for such conflicts,
      defaults and violations as would not, individually or in the aggregate, have
      a
      material adverse effect on such Subscriber). Such Subscriber is not required
      to
      obtain any consent, authorization or order of, or make any filing or
      registration with, any court or governmental agency in order for it to execute,
      deliver or perform any of its obligations under this Agreement or to purchase
      the Notes or acquire the Warrants in accordance with the terms hereof, provided
      that for purposes of the representation made in this sentence, such Subscriber
      is assuming and relying upon the accuracy of the relevant representations and
      agreements of the Company herein.

     

     

    
 

    
      
        
          
          

        

        
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    (d)   Information
      on Company.
      The
      Subscriber has been furnished with or has had access at the EDGAR Website of
      the
      Commission to the Company's Form 10-KSB for the year ended December 31, 2005
      and
      all periodic reports filed with the Commission thereafter, but not later than
      five business days before the Closing Date (hereinafter referred to as the
      "Reports"). In addition, the Subscriber has received in writing from the Company
      such other information concerning its operations, financial condition and other
      matters as the Subscriber has requested in writing (such other information
      is
      collectively, the "Other Written Information"), and considered all factors
      the
      Subscriber deems material in deciding on the advisability of investing in the
      Securities. 

     

    (e)   Information
      on Subscriber.
      The
      Subscriber is, and will be at the time of the conversion of the Notes and
      exercise of the Warrants, an "accredited investor", as such term is defined
      in
      Regulation D promulgated by the Commission under the 1933 Act, is experienced
      in
      investments and business matters, has made investments of a speculative nature
      and has purchased securities of United States publicly-owned companies in
      private placements in the past and, with its representatives, has such knowledge
      and experience in financial, tax and other business matters as to enable the
      Subscriber to utilize the information made available by the Company to evaluate
      the merits and risks of and to make an informed investment decision with respect
      to the proposed purchase of the Securities, which represents a speculative
      investment. The Subscriber has the authority and is duly and legally qualified
      to purchase and own the Securities. The Subscriber is able to bear the risk
      of
      such investment for an indefinite period and to afford a complete loss thereof.
      The information set forth on the signature page hereto regarding the Subscriber
      is accurate.

     

    (f)   Purchase
      of Notes and Warrants.
      On the
      Closing Date, the Subscriber will purchase the Notes and Warrants as principal
      for its own account for investment only and not with a view toward, or for
      resale in connection with, the public sale or any distribution thereof, but
      Subscriber does not agree to hold the Securities for any minimum amount of
      time.

     

    (g)   Compliance
      with Securities Act.
      The
      Subscriber understands and agrees that the Securities have not been registered
      under the 1933 Act or any applicable state securities laws, by reason of their
      issuance in a transaction that does not require registration under the 1933
      Act
      (based in part on the accuracy of the representations and warranties of
      Subscriber contained herein), and that such Securities must be held indefinitely
      unless a subsequent disposition is registered under the 1933 Act or any
      applicable state securities laws or is exempt from such registration.
      Notwithstanding anything to the contrary contained in this Agreement, such
      Subscriber may transfer (without restriction and without the need for an opinion
      of counsel) the Securities to its Affiliates (as defined below) provided that
      each such Affiliate is an “accredited investor” under Regulation D and such
      Affiliate agrees to be bound by the terms and conditions of this Agreement.
      For
      the purposes of this Agreement, an “Affiliate” of any person or entity means any
      other person or entity directly or indirectly controlling, controlled by or
      under direct or indirect common control with such person or entity. Affiliate
      when employed in connection with the Company includes each Subsidiary [as
      defined in Section 5(a)] of the Company. For purposes of this definition,
“control” means the power to direct the management and policies of such person
      or firm, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise.

    


    (h)   Warrant
      Shares Legend.
      The
      Warrant Shares shall bear the following or similar legend:

    


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

     

     

    


    
      
        
          
          

        

        
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    (i)   Warrants
      Legend.
      The
      Warrants shall bear the following 

     

    or
      similar legend:

     

    "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 AS TO THIS WARRANT UNDER SAID ACT OR ANY APPLICABLE
      STATE
      SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO OXFORD MEDIA,
      INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

    


    (j)   Note
      Legend.
      The
      Note shall bear the following legend:

     

    "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 OR AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO OXFORD MEDIA, INC. THAT SUCH
      REGISTRATION IS NOT REQUIRED."

     

    (k)  
        Communication
      of Offer.
      The
      offer to sell the Securities was directly communicated to the Subscriber by
      the
      Company. At no time was the Subscriber presented with or solicited by any
      leaflet, newspaper or magazine article, radio or television advertisement,
      or
      any other form of general advertising or solicited or invited to attend a
      promotional meeting otherwise than in connection and concurrently with such
      communicated offer.

     

    (l)   Authority;
      Enforceability.
      This
      Agreement and other agreements delivered together with this Agreement or in
      connection herewith have been duly authorized, executed and delivered by the
      Subscriber and are valid and binding agreements enforceable in accordance with
      their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability relating
      to
      or affecting creditors’ rights generally and to general principles of equity;
      and Subscriber has full corporate power and authority necessary to enter into
      this Agreement and such other agreements and to perform its obligations
      hereunder and under all other agreements entered into by the Subscriber relating
      hereto.

    


    (m) 
        No
      Governmental Review.
      Each
      Subscriber understands that no United States federal or state agency or any
      other governmental or state agency has passed on or made recommendations or
      endorsement of the Securities or the suitability of the investment in the
      Securities nor have such authorities passed upon or endorsed the merits of
      the
      offering of the Securities.

     

     

    
 

    
      
        
          
          

        

        
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    (n)   Correctness
      of Representations.
      Each
      Subscriber represents as to such Subscriber that the foregoing representations
      and warranties are true and correct as of the date hereof and, unless a
      Subscriber otherwise notifies the Company prior to the Closing Date, shall
      be
      true and correct as of the Closing Date.

    


    (o)   Survival.
      The
      foregoing representations and warranties shall survive the Closing Date until
      three years after the Closing Date.

     

    5.   Company
      Representations and Warranties.
      The
      Company represents and warrants to and agrees with each Subscriber that except
      as set forth in the Reports or the Other Written Information and as otherwise
      qualified in the Transaction Documents:

     

    (a)   Due
      Incorporation.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation and has the requisite
      corporate power to own its properties and to carry on its business is disclosed
      in the Reports.
      The
      Company is duly qualified as a foreign corporation to do business and is in
      good
      standing in each jurisdiction where the nature of the business conducted or
      property owned by it makes such qualification necessary, other than those
      jurisdictions in which the failure to so qualify would not have a Material
      Adverse Effect. For purpose of this Agreement, a “Material
      Adverse Effect”
shall
      mean a material adverse effect on the financial condition, results of
      operations, properties or business of the Company taken individually, or in
      the
      aggregate, as a whole. For purposes of this Agreement, “Subsidiary”
means,
      with respect to any entity at any date, any corporation, limited or general
      partnership, limited liability company, trust, estate, association, joint
      venture or other business entity) of which more than 50% of (i) the
      outstanding capital stock having (in the absence of contingencies) ordinary
      voting power to elect a majority of the board of directors or other managing
      body of such entity, (ii) in the case of a partnership or limited liability
      company, the interest in the capital or profits of such partnership or limited
      liability company or (iii) in the case of a trust, estate, association,
      joint venture or other entity, the beneficial interest in such trust, estate,
      association or other entity business is, at the time of determination, owned
      or
      controlled directly or indirectly through one or more intermediaries, by such
      entity. All the Company’s Subsidiaries as of the Closing Date are set forth on
Schedule
      5(a)
      hereto.

     

    (b)  
        Outstanding
      Stock.
      All
      issued and outstanding shares of capital stock of the Company and each of its
      subsidiaries have been duly authorized and validly issued and are fully paid
      and
      nonassessable.

     

    (c)  
        Authority;
      Enforceability.
      This
      Agreement, the Notes, the Warrants, the Escrow Agreement, Security Agreement,
      Collateral Agent Agreement, Guaranty and any other agreements delivered together
      with this Agreement or in connection herewith (collectively “Transaction
      Documents”)
      have
      been duly authorized, executed and delivered by the Company and Subsidiaries
      (as
      the case may be) and are valid and binding agreements enforceable in accordance
      with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability relating
      to
      or affecting creditors’ rights generally and to general principles of equity.
      The Company and Subsidiaries have full corporate power and authority necessary
      to enter into and deliver the Transaction Documents and to perform their
      obligations thereunder.

     

    (d)  
        Additional
      Issuances.
      There
      are
      no outstanding agreements or preemptive or similar rights affecting the
      Company's common stock or equity and no outstanding rights, warrants or options
      to acquire, or instruments convertible into or exchangeable for, or agreements
      or understandings with respect to the sale or issuance of any shares of common
      stock or equity of the Company or other equity interest in any of the
      Subsidiaries of the Company except as described on Schedule
      5(d).
      The
      Common stock of the Company on a fully diluted basis outstanding as of the
      last
      trading day preceding the Closing Date is set forth on Schedule
      5(d).

     

     

     

    
      
        
          
          

        

        
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    (e)   Consents.
      No
      consent, approval, authorization or order of any court, governmental agency
      or
      body or arbitrator having jurisdiction over the Company, or any of its
      Affiliates, the OTC Bulletin Board (the “Bulletin
      Board”)
      nor
      the Company's shareholders is required for the execution by the Company of
      the
      Transaction Documents and compliance and performance by the Company of its
      obligations under the Transaction Documents, including, without limitation,
      the
      issuance and sale of the Securities. The Transaction Documents and the Company’s
      performance of its obligations thereunder has been approved unanimously by
      the
      Company’s directors.

     

    (f)   No
      Violation or Conflict.
      Assuming the representations and warranties of the Subscribers in Section 4
      are
      true and correct, neither the issuance and sale of the Securities nor the
      performance of the Company’s obligations under this Agreement and all other
      agreements entered into by the Company relating thereto by the Company
      will:

     

    (i)   violate,
      conflict with, result in a breach of, or constitute a default (or an event
      which
      with the giving of notice or the lapse of time or both would be reasonably
      likely to constitute a default) under (A) the articles or certificate of
      incorporation, charter or bylaws of the Company, (B) to the Company's knowledge,
      any decree, judgment, order, law, treaty, rule, regulation or determination
      applicable to the Company of any court, governmental agency or body, or
      arbitrator having jurisdiction over the Company or any of its subsidiaries
      or
      over the properties or assets of the Company or any of its Affiliates, (C)
      the
      terms of any bond, debenture, note or any other evidence of indebtedness, or
      any
      agreement, stock option or other similar plan, indenture, lease, mortgage,
      deed
      of trust or other instrument to which the Company or any of its Affiliates
      or
      subsidiaries is a party, by which the Company or any of its Affiliates or
      subsidiaries is bound, or to which any of the properties of the Company or
      any
      of its Affiliates or subsidiaries is subject, or (D) the terms of any "lock-up"
      or similar provision of any underwriting or similar agreement to which the
      Company, or any of its Affiliates or subsidiaries is a party except the
      violation, conflict, breach, or default of which would not have a Material
      Adverse Effect on the Company; or

     

    (ii)   result
      in
      the creation or imposition of any lien, charge or encumbrance upon the
      Securities or any of the assets of the Company, its subsidiaries or any of
      its
      Affiliates; or

     

    (iii)   result
      in
      the activation of any anti-dilution rights or a reset or repricing of any debt
      or security instrument of any other creditor or equity holder of the Company,
      nor result in the acceleration of the due date of any obligation of the Company;
      or

     

    (iv)   result
      in
      the activation of any piggy-back registration rights of any person or entity
      holding securities of the Company or having the right to receive securities
      of
      the Company.

     

    (g)   The
      Securities.
      The
      Securities upon issuance:

     

    (i)   are,
      or
      will be, free and clear of any security interests, liens, claims or other
      encumbrances, subject to restrictions upon transfer under the 1933 Act and
      any
      applicable state securities laws;

    


    (ii)   have
      been, or will be, duly and validly authorized and on the date of conversion
      of
      the Notes and upon exercise of the Warrants, the Warrant Shares will be duly
      and
      validly issued, fully paid and nonassessable and, if registered pursuant to
      the
      1933 Act and resold pursuant to an effective registration statement, will be
      free trading and unrestricted;

     

    
 

    
      
        
          
          

        

        
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    (iii)  
        will
      not
      have been issued or sold in violation of any preemptive or other similar rights
      of the holders of any securities of the Company;

     

    (iv)  
        will
      not
      subject the holders thereof to personal liability by reason of being such
      holders provided Subscriber’s representations herein are true and accurate and
      Subscribers take no actions or fail to take any actions required for their
      purchase of the Securities to be in compliance with all applicable laws and
      regulations; and

     

    (v)       
       will
      have
      been issued in reliance upon an exemption from the registration requirements
      of
      and will not result in a violation of Section 5 under the 1933 Act.

     

    (h)   Litigation.
      Other
      than as described in the Reports, there is no pending or, to the best knowledge
      of the Company, threatened action, suit, proceeding or investigation before
      any
      court, governmental agency or body, or arbitrator having jurisdiction over
      the
      Company, or any of its Affiliates that would affect the execution by the Company
      or the performance by the Company of its obligations under the Transaction
      Documents. Except as disclosed in the Reports, there is no pending or, to the
      best knowledge of the Company, basis for or threatened action, suit, proceeding
      or investigation before any court, governmental agency or body, or arbitrator
      having jurisdiction over the Company, or any of its Affiliates which litigation
      if adversely determined would have a Material Adverse Effect.

     

    (i)   Reporting
      Company.
      The
      Company is a publicly-held company subject to reporting obligations pursuant
      to
      Section 13 of the Securities Exchange Act of 1934, as amended (the "1934
      Act")
      and
      has a class of common shares registered pursuant to Section 12(g) of the 1934
      Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed
      all reports and other materials required to be filed thereunder with the
      Commission during the preceding twenty-four months.

     

    (j)   No
      Market Manipulation.
      The
      Company has not taken, and will not take, directly or indirectly, any action
      designed to, or that might reasonably be expected to, cause or result in
      stabilization or manipulation of the price of the Common Stock of the Company
      to
      facilitate the sale or resale of the Securities or affect the price at which
      the
      Securities may be issued or resold.

     

    (k)     Information
      Concerning Company.
      The
      Reports contain all material information relating to the Company and its
      operations and financial condition as of their respective dates and all the
      information required to be disclosed therein. Since the last day of the fiscal
      year of the most recent audited financial statements included in the Reports
      (“Latest
      Financial Date”),
      and
      except as modified in the Other Written Information or in the Schedules hereto,
      there has been no Material Adverse Event relating to the Company's business,
      financial condition or affairs not disclosed in the Reports. The Reports do
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances when made. The Company has not provided
      to the Subscribers any material non-public information.

     

    (l)   Stop
      Transfer.
      The
      Securities, when issued, will be restricted securities. The Company will not
      issue any stop transfer order or other order impeding the sale, resale or
      delivery of any of the Securities, except as may be required by any applicable
      federal or state securities laws and unless contemporaneous notice of such
      instruction is given to the Subscriber.

     

    
 

    
      
        
          
          

        

        
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    (m)  
        Defaults.
      The
      Company is not in violation of its articles of incorporation or bylaws. The
      Company is (i) not in default under or in violation of any other material
      agreement or instrument to which it is a party or by which it or any of its
      properties are bound or affected, which default or violation would have a
      Material Adverse Effect on the Company, (ii) not in default with respect to
      any
      order of any court, arbitrator or governmental body or subject to or party
      to
      any order of any court or governmental authority arising out of any action,
      suit
      or proceeding under any statute or other law respecting antitrust, monopoly,
      restraint of trade, unfair competition or similar matters, or (iii) to its
      knowledge not in violation of any statute, rule or regulation of any
      governmental authority which violation would have a Material Adverse Effect
      on
      the Company.

     

    (n)   
        No
      Integrated Offering.
      Neither
      the Company, nor any of its Affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offer of the Securities pursuant to this Agreement to be integrated with
      prior offerings by the Company for purposes of the 1933 Act or any applicable
      stockholder approval provisions, including, without limitation, under the rules
      and regulations of the Bulletin Board. Nor will the Company or any of its
      Affiliates or subsidiaries take any action or steps that would cause the offer
      or issuance of the Securities to be integrated with other offerings. The Company
      will not conduct any offering other than the transactions contemplated hereby
      that will be integrated with the offer or issuance of the
      Securities.

     

    (o)   No
      General Solicitation.
      Neither
      the Company, nor any of its Affiliates, nor to its knowledge, any person acting
      on its or their behalf, has engaged in any form of general solicitation or
      general advertising (within the meaning of Regulation D under the 1933 Act)
      in
      connection with the offer or sale of the Securities.

     

    (p)   Listing.
      The
      Company's common stock is quoted on the Bulletin Board under the symbol OXMI.
      The Company has not received any oral or written notice that its common stock
      is
      not eligible nor will become ineligible for quotation on the Bulletin Board
      nor
      that its common stock does not meet all requirements for the continuation of
      such quotation. The Company satisfies all the requirements for the continued
      quotation of its common stock on the Bulletin Board.

     

    (q)   No
      Undisclosed Liabilities.
      The
      Company has no liabilities or obligations which are material, individually
      or in
      the aggregate, which are not disclosed in the Reports and Other Written
      Information, other than those incurred in the ordinary course of the Company’s
      businesses since December 31, 2005 and which, individually or in the aggregate,
      would reasonably be expected to have a Material Adverse Effect other than as
      set
      forth in Schedule
      5(q).

     

    (r)   No
      Undisclosed Events or Circumstances.
      Since
      December 31, 2005, no event or circumstance has occurred or exists with respect
      to the Company or its businesses, properties, operations or financial condition,
      that, under applicable law, rule or regulation, requires public disclosure
      or
      announcement prior to the date hereof by the Company but which has not been
      so
      publicly announced or disclosed in the Reports.

     

    (s)   Capitalization.
      The
      authorized and outstanding capital stock of the Company and Subsidiaries as
      of
      the date of this Agreement and the Closing Date (not including the Securities)
      are set forth on Schedule
      5(d).
      Except
      as set forth on Schedule
      5(d),
      there
      are no options, warrants, or rights to subscribe to, securities, rights or
      obligations convertible into or exchangeable for or giving any right to
      subscribe for any shares of capital stock of the Company or any of its
      Subsidiaries. All of the outstanding shares of Common Stock of the Company
      have
      been duly and validly authorized and issued and are fully paid and
      nonassessable.

     

    
 

    
      
        
          
          

        

        
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    (t)   Dilution.
      The
      Company's executive officers and directors understand the nature of the
      Securities being sold hereby and recognize that the issuance of the Securities
      will have a potential dilutive effect on the equity holdings of other holders
      of
      the Company’s equity or rights to receive equity of the Company. The board of
      directors of the Company has unanimously concluded, in its good faith business
      judgment, that the issuance of the Securities is in the best interests of the
      Company. The Company specifically acknowledges that its obligation to issue
      the
      Warrant Shares upon exercise of the Warrants is binding upon the Company and
      enforceable regardless of the dilution such issuance may have on the ownership
      interests of other shareholders of the Company or parties entitled to receive
      equity of the Company.

     

    (u)   No
      Disagreements with Accountants and Lawyers.
      There
      are no disagreements of any kind presently existing, or reasonably anticipated
      by the Company to arise, between the Company and the accountants and lawyers
      formerly or presently employed by the Company, including but not limited to
      disputes or conflicts over payment owed to such accountants and
      lawyers.

    


    (v)   DTC
      Status/Transfer Agent.
      The
      Company’s transfer agent is eligible to participate in and the Common Stock is
      eligible for transfer pursuant to the Depository Trust Company Automated
      Securities Transfer Programs. The name, address, telephone number, fax number,
      contact person and email address of the Company transfer agent are set forth
      on
Schedule
      5(v)
      hereto.

    


    (w)  
        Investment
      Company.
      Neither
      the Company nor any Affiliate is an “investment company” within the meaning of
      the Investment Company Act of 1940, as amended.

    


    (x)   Subsidiary
      Representations.
      The
      Company makes each of the representations contained in Sections 5(a), (b),
      (d),
      (e), (f), (h), (k), (m), (q), (r), (s), (u) and (w) of this Agreement, as same
      relate to each Subsidiary of the Company, with the same qualifications to each
      such representation.

    


    (y)   Correctness
      of Representations.
      The
      Company represents that the foregoing representations and warranties are true
      and correct as of the date hereof in all material respects, and, unless the
      Company otherwise notifies the Subscribers prior to the Closing Date, shall
      be
      true and correct in all material respects as of the Closing Date.

     

    (z)   Survival.
      The
      foregoing representations and warranties shall survive until three years after
      the Closing Date.

     

    6.    Regulation
      D Offering.
      The
      offer and issuance of the Securities to the Subscribers is being made pursuant
      to the exemption from the registration provisions of the 1933 Act afforded
      by
      Section 4(2) of the 1933 Act and/or Rule 506 of Regulation D promulgated
      thereunder. On the Closing Date, the Company will provide an opinion reasonably
      acceptable to Subscriber from the Company's legal counsel opining on the
      availability of an exemption from registration under the 1933 Act as it relates
      to the offer and issuance of the Securities and other matters reasonably
      requested by Subscribers. A form of the legal opinion is annexed hereto as
      Exhibit
      G.
      The
      Company will provide, at the Company's expense, such other legal opinions in
      the
      future as are reasonably necessary for the issuance and resale of the Common
      Stock issuable upon exercise of the Warrants.

     

    7.1. 
        Covenants
      of the Company.
      The
      Company covenants and agrees with the Subscribers as follows:

     

    
 

    
      
        
          
          

        

        
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    (a)   Stop
      Orders.
      The
      Company will advise the Subscribers, within two hours after the Company receives
      notice of issuance by the Commission, any state securities commission or any
      other regulatory authority of any stop order or of any order preventing or
      suspending any offering of any securities of the Company, or of the suspension
      of the qualification of the Common Stock of the Company for offering or sale
      in
      any jurisdiction, or the initiation of any proceeding for any such
      purpose.

     

    (b)   Listing.
      The
      Company shall promptly secure the listing of the Warrant Shares upon each
      national securities exchange, or automated quotation system upon which they
      are
      or become eligible for listing (subject to official notice of issuance) and
      shall maintain such listing so long as any Warrants are outstanding. The Company
      will maintain the listing of its Common Stock on the American Stock Exchange,
      Nasdaq SmallCap Market, Nasdaq National Market System, Bulletin Board, or New
      York Stock Exchange (whichever of the foregoing is at the time the principal
      trading exchange or market for the Common Stock (the “Principal
      Market”)),
      and
      will comply in all respects with the Company's reporting, filing and other
      obligations under the bylaws or rules of the Principal Market, as applicable.
      The Company will provide the Subscribers copies of all notices it receives
      notifying the Company of the threatened and actual delisting of the Common
      Stock
      from any Principal Market. As of the date of this Agreement and the Closing
      Date, the Bulletin Board is and will be the Principal Market.

     

    (c)   Market
      Regulations.
      The
      Company shall notify the Commission, the Principal Market and applicable state
      authorities, in accordance with their requirements, of the transactions
      contemplated by this Agreement, and shall take all other necessary action and
      proceedings as may be required and permitted by applicable law, rule and
      regulation, for the legal and valid issuance of the Securities to the
      Subscribers and promptly provide copies thereof to Subscriber.

     

    (d)   Reporting
      Requirements.
      From
      the date of this Agreement and until the sooner of (i) two (2) years after
      the
      Closing Date, or (ii) until all the Warrant Shares have been resold or
      transferred by all the Subscribers pursuant to the Registration Statement or
      pursuant to Rule 144, without regard to volume limitation, the Company will
      (v)
      cause its Common Stock to continue to be registered under Section 12(b) or
      12(g)
      of the 1934 Act, (x) comply in all respects with its reporting and filing
      obligations under the 1934 Act, (y) comply with all reporting requirements
      that
      are applicable to an issuer with a class of shares registered pursuant to
      Section 12(b) or 12(g) of the 1934 Act, as applicable, and (z) comply with
      all
      requirements related to any registration statement filed pursuant to this
      Agreement. The Company will use its best efforts not to take any action or
      file
      any document (whether or not permitted by the 1933 Act or the 1934 Act or the
      rules thereunder) to terminate or suspend such registration or to terminate
      or
      suspend its reporting and filing obligations under said acts until two (2)
      years
      after the Closing Date. Until the earlier of the resale of the Warrant Shares
      by
      each Subscriber or two (2) years after the Warrants have been exercised, the
      Company will use its best efforts to continue the listing or quotation of the
      Common Stock on the Principal Market or other market with the reasonable consent
      of Subscribers holding a majority of the Warrants and Warrant Shares, and will
      comply in all respects with the Company's reporting, filing and other
      obligations under the bylaws or rules of the Principal Market. The Company
      agrees to timely file a Form D with respect to the Securities if required under
      Regulation D and to provide a copy thereof to each Subscriber promptly after
      such filing.

     

    (e)   Use
      of
      Proceeds.
      The
      proceeds of the Offering will be employed by the Company for the purposes set
      forth on Schedule
      7.1(e)
      hereto.
      Except as set forth on Schedule
      7.1(e),
      the
      Purchase Price may not and will not be used for accrued and unpaid officer
      and
      director salaries, payment of financing related debt, redemption of outstanding
      notes or equity instruments of the Company, litigation related expenses or
      settlements, brokerage fees, nor non-trade obligations outstanding on a Closing
      Date. For so long as any Notes are outstanding, the Company will not prepay
      any
      financing related debt obligations, nor redeem any equity instruments of the
      Company without the express written consent of Subscribers.

     

    
 

    
      
        
          
          

        

        
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    (f)   Reservation.
      Prior
      to the Closing Date, the Company undertakes to reserve, pro rata,
      on
      behalf of each holder of Warrant, from its authorized but unissued common stock,
      a number of common shares equal to the amount of Warrant Shares issuable upon
      exercise of the Warrants. Failure to have sufficient shares reserved pursuant
      to
      this Section 9(f) for three (3) consecutive business days or ten (10) days
      in
      the aggregate shall be a material default of the Company’s obligations under
      this Agreement.

     

    (g)   Taxes.
      From
      the date of this Agreement and until the sooner of (i) two (2) years after
      the
      Closing Date, or (ii) until all the Warrant Shares have been resold or
      transferred by all the Subscribers pursuant to the Registration Statement or
      pursuant to Rule 144, without regard to volume limitations, the Company will
      promptly pay and discharge, or cause to be paid and discharged, when due and
      payable, all lawful taxes, assessments and governmental charges or levies
      imposed upon the income, profits, property or business of the Company; provided,
      however, that any such tax, assessment, charge or levy need not be paid if
      the
      validity thereof shall currently be contested in good faith by appropriate
      proceedings and if the Company shall have set aside on its books adequate
      reserves with respect thereto, and provided, further, that the Company will
      pay
      all such taxes, assessments, charges or levies forthwith upon the commencement
      of proceedings to foreclose any lien which may have attached as security
      therefore.

     

    (h)   Insurance.
      From
      the date of this Agreement and until the sooner of (i) two (2) years after
      the
      Closing Date, or (ii) until all the Warrant Shares have been resold or
      transferred by all the Subscribers pursuant to the Registration Statement or
      pursuant to Rule 144, without regard to volume limitations, the Company will
      keep its assets which are of an insurable character insured by financially
      sound
      and reputable insurers against loss or damage by fire, explosion and other
      risks
      customarily insured against by companies in the Company’s line of business, in
      amounts sufficient to prevent the Company from becoming a co-insurer and not
      in
      any event less than one hundred percent (100%) of the insurable value of the
      property insured; and the Company will maintain, with financially sound and
      reputable insurers, insurance against other hazards and risks and liability
      to
      persons and property to the extent and in the manner customary for companies
      in
      similar businesses similarly situated and to the extent available on
      commercially reasonable terms.

     

    (i)    Books
      and Records.
      From the
      date of this Agreement and until the sooner of (i) two (2) years after the
      Closing Date, or (ii) until all the Warrant Shares have been resold or
      transferred by all the Subscribers pursuant to the Registration Statement or
      pursuant to Rule 144, without regard to volume limitations, the Company will
      keep true records and books of account in which full, true and correct entries
      will be made of all dealings or transactions in relation to its business and
      affairs in accordance with generally accepted accounting principles applied
      on a
      consistent basis.

     

    (j)   Governmental
      Authorities.
      From the
      date of this Agreement and until the sooner of (i) two (2) years after the
      Closing Date, or (ii) until all the Warrant Shares have been resold or
      transferred by all the Subscribers pursuant to the Registration Statement or
      pursuant to Rule 144, without regard to volume limitations, the Company shall
      duly observe and conform in all material respects to all valid requirements
      of
      governmental authorities relating to the conduct of its business or to its
      properties or assets.

     

    (k)   Intellectual
      Property.
      From
      the date of this Agreement and until the sooner of (i) two (2) years after
      the
      Closing Date, or (ii) until all the Warrant Shares have been resold or
      transferred by all the Subscribers pursuant to the Registration Statement or
      pursuant to Rule 144, without regard to volume limitations, the Company shall
      maintain in full force and effect its corporate existence, rights and franchises
      and all licenses and other rights to use intellectual property owned or
      possessed by it and reasonably deemed to be necessary to the conduct of its
      business.

     

    
 

    
      
        
          
          

        

        
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    (l)    Properties.
      From the
      date of this Agreement and until the sooner of (i) two (2) years after the
      Closing Date, or (ii) until all the Warrant Shares have been resold or
      transferred by all the Subscribers pursuant to the Registration Statement (as
      defined in Section 11.1(iv) hereof) or pursuant to Rule 144, without regard
      to
      volume limitations, the Company will keep its properties in good repair, working
      order and condition, reasonable wear and tear excepted, and from time to time
      make all necessary and proper repairs, renewals, replacements, additions and
      improvements thereto; and the Company will at all times comply with each
      provision of all leases to which it is a party or under which it occupies
      property if the breach of such provision could reasonably be expected to have
      a
      Material Adverse Effect.

     

    (m)  
        Confidentiality/Public
      Announcement.
      From the
      date of this Agreement and until the sooner of (i) two (2) years after the
      Closing Date, or (ii) until all the Warrant Shares have been resold or
      transferred by all the Subscribers pursuant to the Registration Statement or
      pursuant to Rule 144, without regard to volume limitations, the Company agrees
      that except in connection with a Form 8-K or the Registration Statement, it
      will
      not disclose publicly or privately the identity of the Subscribers unless
      expressly agreed to in writing by a Subscriber or only to the extent required
      by
      law and then only upon five days prior notice to Subscriber. In any event and
      subject to the foregoing, the Company undertakes to file a Form 8-K or make
      a
      public announcement describing the Offering not later than the first business
      day after the Closing Date. A form of the proposed Form 8-K or public
      announcement is annexed hereto as Exhibit
      H.
      In the
      Form 8-K or public announcement, the Company will specifically disclose the
      amount of common stock outstanding immediately after the Closing.

     

    (n)   Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other person acting on
      its
      behalf will provide any Subscriber or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      prior thereto such Subscriber shall have agreed in writing to receive such
      information. The Company understands and confirms that each Subscriber shall
      be
      relying on the foregoing representations in effecting transactions in securities
      of the Company. In any event, the Company will offer to the Subscriber an
      opportunity to review and comment on the Registration Statement thereto between
      three and five business days prior to the proposed filing date
      thereof.

    


    (o)   Offering
      Restrictions.
      For so
      long as Notes are outstanding, the Company will not enter into any equity line
      of credit or similar agreement, nor issue nor agree to issue any floating or
      variable priced equity linked instruments nor any of the foregoing or equity
      with price reset rights.

    


    (p)   Negative
      Covenants.
      So long
      as the Notes are outstanding, without the consent of the Subscribers, the
      Company will not and will not permit any of its Subsidiaries to directly or
      indirectly:

    


    (i)    create,
      incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit
      arrangement, lien, charge, claim, security interest, security title, mortgage,
      security deed or deed of trust, easement or encumbrance, or preference, priority
      or other security agreement or preferential arrangement of any kind or nature
      whatsoever (including any lease or title retention agreement, any financing
      lease having substantially the same economic effect as any of the foregoing,
      and
      the filing of, or agreement to give, any financing statement perfecting a
      security interest under the Uniform Commercial Code or comparable law of any
      jurisdiction) (each, a “Lien”)
      upon
      any of its property, whether now owned or hereafter acquired except for (i)
      the
      Excepted Issuances (as defined in Section 12(a) hereof), (ii) (a) Liens imposed
      by law for taxes that are not yet due or are being contested in good faith
      and
      for which adequate reserves have been established in accordance with generally
      accepted accounting principles; (b) carriers’, warehousemen’s, mechanics’,
      material men’s, repairmen’s and other like Liens imposed by law, arising in the
      ordinary course of business and securing obligations that are not overdue by
      more than 30 days or that are being contested in good faith and by appropriate
      proceedings; (c) pledges and deposits made in the ordinary course of business
      in
      compliance with workers’ compensation, unemployment insurance and other social
      security laws or regulations; (d) deposits to secure the performance of bids,
      trade contracts, leases, statutory obligations, surety and appeal bonds,
      performance bonds and other obligations of a like nature, in each case in the
      ordinary course of business; (e) Liens created with respect to the financing
      of
      the purchase of new property in the ordinary course of the Company’s business up
      to the amount of the purchase price of such property, or created with respect
      to
      Excepted Issuances, provided no such lien may attach to any such assets
      purchased with proceeds of the Offering; or (f) easements, zoning restrictions,
      rights-of-way and similar encumbrances on real property imposed by law or
      arising in the ordinary course of business that do not secure any monetary
      obligations and do not materially detract from the value of the affected
      property (each of (a) through (f), a “Permitted
      Lien”)
      and
      (iii) indebtedness for borrowed money which is not senior or pari passu in
      right
      of payment to the payment of the Notes;

     

    
 

    
      
        
          
          

        

        
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    (ii)   amend
      its
      certificate of incorporation, bylaws or its charter documents so as to adversely
      affect any rights of the Subscriber;

    


    (iii)   repay,
      repurchase or offer to repay, repurchase or otherwise acquire or make any
      dividend or distribution in respect of any of its Common Stock, preferred stock,
      or other equity securities other than to the extent permitted or required under
      the Transaction Documents; or

    


    (iv)   engage
      in
      any transactions with any officer, director, employee or any Affiliate of the
      Company, including any contract, agreement or other arrangement providing for
      the furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director or such employee or, to the knowledge of the Company, any entity in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee or partner, in each case in excess of $10,000
      other than (i) for payment of salary or consulting fees for services rendered,
      (ii) reimbursement for expenses incurred on behalf of the Company, and (iii)
      for
      other employee benefits, including stock option agreements under any stock
      option plan of the Company.

    


    7.2. 
        Injunction
      - Posting of Bond.
      In the
      event a Subscriber shall elect to exercise the Warrant in whole or in part,
      the
      Company may not refuse exercise based on any claim that such Subscriber or
      any
      one associated or affiliated with such Subscriber has been engaged in any
      violation of law, or for any other reason, unless, an injunction from a court,
      on notice, restraining and or enjoining exercise of all or part of said Warrant
      shall have been sought and obtained by the Company and the Company has posted
      a
      surety bond for the benefit of such Subscriber in the amount of 130% of the
      aggregate purchase price of the Warrant Shares which are subject to the
      injunction, which bond shall remain in effect until the completion of
      arbitration/litigation of the dispute and the proceeds of which shall be payable
      to such Subscriber to the extent Subscriber obtains judgment in Subscriber’s
      favor.

    


    7.3. 
        Buy-In.
      In
      addition to any other rights available to the Subscriber, if the Company fails
      to deliver to the Subscriber such shares issuable upon exercise of a Warrant
      on
      or before the Delivery Date (as defined in the Warrant) and if after nine (9)
      business days after the exercise date of the Warrant the Subscriber or a broker
      on Subscriber’s behalf purchases (in an open market transaction or otherwise)
      shares of Common Stock to deliver in satisfaction of a sale by such Subscriber
      of the Common Stock which the Subscriber was entitled to receive upon such
      exercise (a "Buy-In"),
      then
      the Company shall pay in cash to the Subscriber (in addition to any remedies
      available to or elected by the Subscriber) the amount by which (A) the
      Subscriber's total purchase price (including brokerage commissions, if any)
      for
      the shares of Common Stock so purchased exceeds (B) the aggregate exercise
      price
      for which such exercise was not timely honored, together with interest thereon
      at a rate of 15% per annum, accruing until such amount and any accrued interest
      thereon is paid in full (which amount shall be paid as liquidated damages and
      not as a penalty). For example, if the Subscriber purchases shares of Common
      Stock having a total purchase price of $11,000 to cover a Buy-In with respect
      to
      an attempted exercise of $10,000 of Warrant exercise price, the Company shall
      be
      required to pay the Subscriber $1,000, plus interest. The Subscriber shall
      provide the Company written notice indicating the amounts payable to the
      Subscriber in respect of the Buy-In.

     

    
 

    
      
        
          
          

        

        
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    7.4. 
        Seniority.
      Except
      as otherwise provided for herein, until the Notes are fully satisfied or
      converted, the Company shall not grant nor allow any security interest to be
      taken in the assets of the Company or any subsidiary of the Company; nor issue
      any debt, equity or other instrument which would give the holder thereof
      directly or indirectly, a right in any assets of the Company or any subsidiary
      of the Company, superior to any right of the holder in or to such
      assets.

    


    7.5. 
        Mandatory
      Redemption at Subscriber’s Election.
      In the
      event (i) the Company is prohibited from issuing Warrant Shares, (ii) the
      Company fails to timely deliver Warrant Shares on a Delivery Date, as defined
      in
      the Warrant, (iii) upon the occurrence of any other Event of Default (as defined
      in the Note or in this Agreement), and any of the foregoing continues for more
      than thirty (30) business days, (iv) a Change in Control (as defined below),
      or
      (v) of the liquidation, dissolution or winding up of the Company, then at the
      Subscriber's election, the Company must pay to the Subscriber ten (10) business
      days after request by the Subscriber (“Calculation
      Period”),
      a sum
      of money equal to multiplying up to the outstanding principal amount of the
      Note
      designated by the Subscriber by 120%, together with accrued but unpaid interest
      thereon ("Mandatory
      Redemption Payment").
      Upon
      receipt of the Mandatory Redemption Payment, the corresponding Note principal
      and interest will be deemed paid and no longer outstanding. For purposes of
      this
      Section 7.5, “Change
      in Control”
shall
      mean (i) the Company no longer having a class of shares publicly traded or
      listed on a Principal Market, (ii) the Company becoming a Subsidiary of another
      entity (other than a corporation formed by the Company for purposes of
      reincorporation in another U.S. jurisdiction), or (iii) the sale, lease or
      transfer of substantially all the assets of the Company or
      Subsidiaries.

    


    7.7. 
        Redemption.
      The
      Securities shall not be redeemable or mandatorily convertible except as
      described in the Note and Warrants.

    


    8.    Broker.
      The
      Company on the one hand, and each Subscriber (for himself only) on the other
      hand, agrees to indemnify the other against and hold the other harmless from
      any
      and all liabilities to any persons claiming brokerage commissions or finder’s
      fees on account of services purported to have been rendered on behalf of the
      indemnifying party in connection with this Agreement or the transactions
      contemplated hereby and arising out of such party’s actions. The Company
      represents that there are no parties entitled to receive fees, commissions,
      or
      similar payments in connection with the Offering except that the due diligence
      Warrants will be issued to the Subscribers.

     

    9.    Legal
      Fees.
      On the
      Closing Date, the Company shall pay to Grushko & Mittman, P.C., a fee of
      $10,000 (“Legal
      Fees”)
      (of
      which $5,000 has been paid) as reimbursement for services rendered to the
      Subscribers in connection with this Agreement and the purchase and sale of
      the
      Notes and Warrants (the “Offering”)
      and
      acting as Escrow Agent. The Legal Fees and reimbursement for estimated UCC
      search and filing fees and credit reports will be payable on the Closing Date
      out of funds held pursuant to the Escrow Agreement.

     

    10.  
        Covenants
      of the Company and Subscriber Regarding Indemnification.

     

    
 

    
      
        
          
          

        

        
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    (a)   The
      Company agrees to indemnify, hold harmless, reimburse and defend the
      Subscribers, the Subscribers' officers, directors, agents, Affiliates, control
      persons, and principal shareholders, against any claim, cost, expense,
      liability, obligation, loss or damage (including reasonable legal fees) of
      any
      nature, incurred by or imposed upon the Subscriber or any such person which
      results, arises out of or is based upon (i) any material misrepresentation
      by
      Company or breach of any warranty by Company in this Agreement or in any
      Exhibits or Schedules attached hereto, or other agreement delivered pursuant
      hereto; or (ii) after any applicable notice and/or cure periods, any breach
      or
      default in performance by the Company of any covenant or undertaking to be
      performed by the Company hereunder, or any other agreement entered into by
      the
      Company and Subscriber relating hereto.

     

    (b)   Each
      Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company
      and each of the Company’s officers, directors, agents, Affiliates, control
      persons against any claim, cost, expense, liability, obligation, loss or damage
      (including reasonable legal fees) of any nature, incurred by or imposed upon
      the
      Company or any such person which results, arises out of or is based upon (i)
      any
      material misrepresentation by such Subscriber in this Agreement or in any
      Exhibits or Schedules attached hereto, or other agreement delivered pursuant
      hereto; or (ii) after any applicable notice and/or cure periods, any breach
      or
      default in performance by such Subscriber of any covenant or undertaking to
      be
      performed by such Subscriber hereunder, or any other agreement entered into
      by
      the Company and Subscribers, relating hereto.

     

    (c)   In
      no
      event shall the liability of any Subscriber or permitted successor hereunder
      or
      under any other agreement delivered in connection herewith be greater in amount
      than the dollar amount of the net proceeds actually received by such Subscriber
      upon the sale of Registrable Securities (as defined herein).

     

    (d)   The
      procedures set forth in Section 11.6 shall apply to the indemnification set
      forth in Sections 10(a) and 10(b) above.

     

    11.1.  Registration
      Rights.
      The
      Company hereby grants the following registration rights to holders of the
      Securities.

     

    (i)   On
      one
      occasion, for a period commencing one hundred and fifty-one (151) days after
      the
      Closing Date, but not later than two (2) years after the Closing Date, upon
      a
      written request therefor from any record holder or holders of more than 50%
      of
      the Warrant Shares issued and issuable upon exercise of the Warrants, the
      Company shall prepare and file with the Commission a registration statement
      under the 1933 Act registering the Registrable Securities, as defined in Section
      11.1(iv) hereof, which are the subject of such request for unrestricted public
      resale by the holder thereof. For purposes of Sections 11.1(i) and 11.1(ii),
      Registrable Securities shall not include Securities which are (A) registered
      for
      resale in an effective registration statement, (B) included for registration
      in
      a pending registration statement, or (C) which have been issued without further
      transfer restrictions after a sale or transfer pursuant to Rule 144 under the
      1933 Act. Upon the receipt of such request, the Company shall promptly give
      written notice to all other record holders of the Registrable Securities that
      such registration statement is to be filed and shall include in such
      registration statement Registrable Securities for which it has received written
      requests within ten (10) days after the Company gives such written notice.
      Such
      other requesting record holders shall be deemed to have exercised their demand
      registration right under this Section 11.1(i).

     

    
 

    
      
        
          
          

        

        
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    (ii)   If
      the
      Company at any time proposes to register any of its securities under the 1933
      Act for sale to the public, whether for its own account or for the account
      of
      other security holders or both, except with respect to registration statements
      on Forms S-4, S-8 or another form not available for registering the Registrable
      Securities for sale to the public, provided the Registrable Securities are
      not
      otherwise registered for resale by the Subscribers or Holder pursuant to an
      effective registration statement, each such time it will give at least fifteen
      (15) days' prior written notice to the record holder of the Registrable
      Securities of its intention so to do. Upon the written request of the holder,
      received by the Company within ten (10) days after the giving of any such notice
      by the Company, to register any of the Registrable Securities not previously
      registered, the Company will cause such Registrable Securities as to which
      registration shall have been so requested to be included with the securities
      to
      be covered by the registration statement proposed to be filed by the Company,
      all to the extent required to permit the sale or other disposition of the
      Registrable Securities so registered by the holder of such Registrable
      Securities (the “Seller”
or
      “Sellers”).
      In
      the event that any registration pursuant to this Section 11.1(ii) shall be,
      in
      whole or in part, an underwritten public offering of common stock of the
      Company, the number of shares of Registrable Securities to be included in such
      an underwriting may be reduced by the managing underwriter if and to the extent
      that the Company and the underwriter shall reasonably be of the opinion that
      such inclusion would adversely affect the marketing of the securities to be
      sold
      by the Company therein; provided, however, that the Company shall notify the
      Seller in writing of any such reduction. Notwithstanding the foregoing
      provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer
      a delay of any registration statement referred to in this Section 11.1(ii)
      without thereby incurring any liability to the Seller.

     

    (iii)  
        If,
      at
      the time any written request for registration is received by the Company
      pursuant to Section 11.1(i), the Company has determined to proceed with the
      actual preparation and filing of a registration statement under the 1933 Act
      in
      connection with the proposed offer and sale for cash of any of its securities
      for the Company's own account and the Company actually does file such other
      registration statement, such written request shall be deemed to have been given
      pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of
      the
      holders of Registrable Securities covered by such written request shall be
      governed by Section 11.1(ii).

     

    (iv)  
        The
      Company shall file with the Commission a Form SB-2 registration statement (the
      “Registration
      Statement”)
      (or
      such other form that it is eligible to use) in order to register the Registrable
      Securities for resale and distribution under the 1933 Act within one hundred
      and
      twenty (120) calendar days after the Closing Date (the
      “Filing
      Date”),
      and
      cause to be declared effective not
      later
      than one hundred and fifty (150) calendar days after the Closing Date
(the
      “Effective
      Date”).
      The
      Company will register not less than a number of shares of common stock in the
      aforedescribed registration statement that is equal to 100%
      of
      the Warrant Shares issuable pursuant to this Agreement upon exercise of the
      Warrants (the “Registrable
      Securities”).
      The
      Registrable Securities shall be reserved and set aside exclusively for the
      benefit of each Warrant holder, pro rata,
      and not
      issued, employed or reserved for anyone other than the Warrant holders. The
      Registration Statement will immediately be amended or additional registration
      statements will be immediately filed by the Company as necessary to register
      additional shares of Common Stock to allow the public resale of all Common
      Stock
      included in and issuable by virtue of the Registrable Securities. Except with
      the written consent of the Subscriber or as set forth on Schedule 11.1 hereto,
      no securities of the Company other than the Registrable Securities will be
      included in the Registration Statement. It shall be deemed a Non-Registration
      Event if at any time after the date the Registration Statement is declared
      effective by the Commission (“Actual
      Effective Date”)
      the
      Company has registered for unrestricted resale on behalf of the Subscribers
      fewer than 100%
      of
      the Warrant Shares issuable upon exercise of the Warrants.

     

    11.2.  Registration
      Procedures.
      If and
      whenever the Company is required by the provisions of Section 11.1(i), 11.1(ii)
      or 11.1(iv) to effect the registration of any Registrable Securities under
      the
      1933 Act, the Company will, as expeditiously as possible: 

     

    
 

    
      
        
          
          

        

        
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    (a)   subject
      to the timelines provided in this Agreement, prepare and file with the
      Commission a registration statement required by Section 11, with respect to
      such
      securities and use its best efforts to cause such registration statement to
      become and remain effective for the period of the distribution contemplated
      thereby (determined as herein provided), promptly provide to the holders of
      the
      Registrable Securities copies of all filings and Commission letters of comment
      and notify Subscribers (by telecopier and by e-mail addresses provided by
      Subscribers) and Grushko & Mittman, P.C. (by telecopier and by email to
Counslers@aol.com)
      on or
      before the first business day thereafter that the Company receives notice that
      (i) the Commission has no comments or no further comments on the Registration
      Statement, and (ii) the registration statement has been declared effective
      (failure to timely provide notice as required by this Section 11.2(a) shall
      be a
      material breach of the Company’s obligation and an Event of Default as defined
      in the Notes
      and
      a Non-Registration Event as defined in Section 11.4 of this Agreement);


     

    (b)   prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective until such registration
      statement has been effective for a period of two (2) years, and comply with
      the
      provisions of the 1933 Act with respect to the disposition of all of the
      Registrable Securities covered by such registration statement in accordance
      with
      the Sellers’ intended method of disposition set forth in such registration
      statement for such period; 

     

    (c)   furnish
      to the Sellers, at the Company’s expense, such number of copies of the
      registration statement and the prospectus included therein (including each
      preliminary prospectus) as such persons reasonably may request in order to
      facilitate the public sale or their disposition of the securities covered by
      such registration statement or make them electronically available; 

     

    (d)   use
      its
commercially
      reasonable best efforts to register or qualify the Registrable Securities
      covered by such registration statement under the securities or “blue sky” laws
      of New York and such jurisdictions as the Sellers shall request in writing,
      provided, however, that the Company shall not for any such purpose be required
      to qualify generally to transact business as a foreign corporation in any
      jurisdiction where it is not so qualified or to consent to general service
      of
      process in any such jurisdiction; 

     

    (e)   if
      applicable, list the Registrable Securities covered by such registration
      statement with any securities exchange on which the Common Stock of the Company
      is then listed; 

     

    (f)   notify
      the Subscribers within two hours of the Company’s becoming aware that a
      prospectus relating thereto is required to be delivered under the 1933 Act,
      of
      the happening of any event of which the Company has knowledge as a result of
      which the prospectus contained in such registration statement, as then in
      effect, includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing or which
      becomes subject to a Commission, state or other governmental order suspending
      the effectiveness of the registration statement covering any of the Registrable
      Securities;

     

    (g)   provided
      same would not be in violation of the provision of Regulation FD under the
      1934
      Act, make available for inspection by the Sellers, and any attorney, accountant
      or other agent retained by the Seller or underwriter, all publicly available,
      non-confidential financial and other records, pertinent corporate documents
      and
      properties of the Company, and cause the Company's officers, directors and
      employees to supply all publicly available, non-confidential information
      reasonably requested by the seller, attorney, accountant or agent in connection
      with such registration statement; and 

     

    (h)   provide
      to the Sellers copies of the Registration Statement and amendments thereto
      five
      business days prior to the filing thereof with the Commission.

     

    11.3.  Provision
      of Documents.
      In
      connection with each registration described in this Section 11, each Seller
      will
      furnish to the Company in writing such information and representation letters
      with respect to itself and the proposed distribution by it as reasonably shall
      be necessary in order to assure compliance with federal and applicable state
      securities laws. 

     

    
 

    
      
        
          
          

        

        
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    11.4.  Non-Registration
      Events.
      The
      Company and the Subscribers agree that the Sellers will suffer damages if the
      Registration Statement is not filed by the Filing Date and not declared
      effective by the Commission by the Effective Date, and any registration
      statement required under Section 11.1(i) or 11.1(ii) is not filed within 60
      days
      after written request and declared effective by the Commission within 120 days
      after such request, and maintained in the manner and within the time periods
      contemplated by Section 11 hereof, and it would not be feasible to ascertain
      the
      extent of such damages with precision. Accordingly, if (A) the Registration
      Statement is not filed on or before the Filing Date, (B) is not declared
      effective on or before the Effective Date, (C) due to the action or inaction
      of
      the Company the Registration Statement is not declared effective within three
      (3) business days after receipt by the Company or its attorneys of a written
      or
      oral communication from the Commission that the Registration Statement will
      not
      be reviewed or that the Commission has no further comments, (D) if the
      registration statement described in Sections 11.1(i) or 11.1(ii) is not filed
      within 60 days after such written request, or is not declared effective within
      120 days after such written request, or (E) any registration statement described
      in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but
      shall thereafter cease to be effective without being succeeded within fifteen
      (15) business days by an effective replacement or amended registration statement
      or for a period of time which shall exceed thirty (30) days in the aggregate
      per
      year (defined as every rolling period of 365 consecutive days commencing on
      the
      Actual Effective Date (each such event referred to in clauses A through E of
      this Section 11.4 is referred to herein as a "Non-Registration
      Event"),
      then
      the Company shall deliver to the holder of Registrable Securities, as
Liquidated
      Damages,
      an
      amount equal to two percent (2%) for each thirty (30) days (or such lesser
      pro-rata amount for any period of less than thirty (30) days) of the principal
      and accrued interest of the outstanding Notes owned of record by such holder
      which are subject to such Non-Registration Event on the first day of each thirty
      (30) day or shorter period for which Liquidated Damages are calculable. The
      Company must pay the Liquidated Damages in cash. The Liquidated Damages must
      be
      paid within ten (10) days after the end of each thirty (30) day period or
      shorter part thereof for which Liquidated Damages are payable. In the event
      a
      Registration Statement is filed by the Filing Date but is withdrawn prior to
      being declared effective by the Commission, then such Registration Statement
      will be deemed to have not been filed and Liquidated Damages will be calculated
      accordingly. All
      oral
      or written comments received from the Commission relating to the Registration
      Statement must be satisfactorily responded to within
      ten (10) business days after receipt of comments from the Commission.
      Failure
      to
      timely respond to Commission comments is a Non-Registration Event for which
      Liquidated Damages shall accrue and be payable by the Company to the holders
      of
      Notes at the same rate set forth above. Notwithstanding the foregoing, the
      Company shall not be liable to the Subscriber under this Section 11.4 for any
      events or delays occurring as a consequence of the acts or omissions of the
      Subscribers contrary to the obligations undertaken by Subscribers in this
      Agreement. Liquidated Damages will not accrue nor be payable pursuant to this
      Section 11.4 nor will a Non-Registration Event be deemed to have occurred for
      times during which Registrable Securities are transferable by the holder of
      Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

     

    11.5.  Expenses.
      All
      expenses incurred by the Company in complying with Section 11, including,
      without limitation, all registration and filing fees, printing expenses (if
      required), fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including reasonable counsel fees) incurred
      in connection with complying with state securities or “blue sky” laws, fees of
      the National Association of Securities Dealers, Inc., transfer taxes, and fees
      of transfer agents and registrars, are called “Registration
      Expenses.”
All
      underwriting discounts and selling commissions applicable to the sale of
      Registrable Securities are called "Selling
      Expenses."
      The
      Company will pay all Registration Expenses in connection with the registration
      statement under Section 11. Selling Expenses in connection with each
      registration statement under Section 11 shall be borne by the Seller and may
      be
      apportioned among the Sellers in proportion to the number of shares sold by
      the
      Seller relative to the number of shares sold under such registration statement
      or as all Sellers thereunder may agree.

     

    
 

    
      
        
          
          

        

        
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    11.6.  Indemnification
      and Contribution.

     

    (a)   In
      the
      event of a registration of any Registrable Securities under the 1933 Act
      pursuant to Section 11, the Company will, to the extent permitted by law,
      indemnify and hold harmless the Seller, each officer of the Seller, each
      director of the Seller, each underwriter of such Registrable Securities
      thereunder and each other person, if any, who controls such Seller or
      underwriter within the meaning of the 1933 Act, against any losses, claims,
      damages or liabilities, joint or several, to which the Seller, or such
      underwriter or controlling person may become subject under the 1933 Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in any registration statement
      under which such Registrable Securities was registered under the 1933 Act
      pursuant to Section 11, any preliminary prospectus or final prospectus contained
      therein, or any amendment or supplement thereof, or arise out of or are based
      upon the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not misleading
      in light of the circumstances when made, and will subject to the provisions
      of
      Section 11.6(c) reimburse the Seller, each such underwriter and each such
      controlling person for any legal or other expenses reasonably incurred by them
      in connection with investigating or defending any such loss, claim, damage,
      liability or action; provided, however, that the Company shall not be liable
      to
      the Seller to the extent that any such damages arise out of or are based upon
      an
      untrue statement or omission made in any preliminary prospectus if (i) the
      Seller failed to send or deliver a copy of the final prospectus delivered by
      the
      Company to the Seller with or prior to the delivery of written confirmation
      of
      the sale by the Seller to the person asserting the claim from which such damages
      arise, (ii) the final prospectus would have corrected such untrue statement
      or
      alleged untrue statement or such omission or alleged omission, or (iii) to
      the
      extent that any such loss, claim, damage or liability arises out of or is based
      upon an untrue statement or alleged untrue statement or omission or alleged
      omission so made in conformity with information furnished by any such Seller,
      or
      any such controlling person in writing specifically for use in such registration
      statement or prospectus. 

     

    (b)   In
      the
      event of a registration of any of the Registrable Securities under the 1933
      Act
      pursuant to Section 11, each Seller severally but not jointly will, to the
      extent permitted by law, indemnify and hold harmless the Company, and each
      person, if any, who controls the Company within the meaning of the 1933 Act,
      each officer of the Company who signs the registration statement, each director
      of the Company, each underwriter and each person who controls any underwriter
      within the meaning of the 1933 Act, against all losses, claims, damages or
      liabilities, joint or several, to which the Company or such officer, director,
      underwriter or controlling person may become subject under the 1933 Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in the registration statement
      under which such Registrable Securities were registered under the 1933 Act
      pursuant to Section 11, any preliminary prospectus or final prospectus contained
      therein, or any amendment or supplement thereof, or arise out of or are based
      upon the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      and will reimburse the Company and each such officer, director, underwriter
      and
      controlling person for any legal or other expenses reasonably incurred by them
      in connection with investigating or defending any such loss, claim, damage,
      liability or action, provided, however, that the Seller will be liable hereunder
      in any such case if and only to the extent that any such loss, claim, damage
      or
      liability arises out of or is based upon an untrue statement or alleged untrue
      statement or omission or alleged omission made in reliance upon and in
      conformity with information pertaining to such Seller, as such, furnished in
      writing to the Company by such Seller specifically for use in such registration
      statement or prospectus, and provided, further, however, that the liability
      of
      the Seller hereunder shall be limited to the net proceeds actually received
      by
      the Seller from the sale of Registrable Securities covered by such registration
      statement.

     

    
 

    
      
        
          
          

        

        
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    (c)   Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof, but the omission so to notify the indemnifying party shall
      not
      relieve it from any liability which it may have to such indemnified party other
      than under this Section 11.6(c) and shall only relieve it from any liability
      which it may have to such indemnified party under this Section 11.6(c), except
      and only if and to the extent the indemnifying party is prejudiced by such
      omission. In case any such action shall be brought against any indemnified
      party
      and it shall notify the indemnifying party of the commencement thereof, the
      indemnifying party shall be entitled to participate in and, to the extent it
      shall wish, to assume and undertake the defense thereof with counsel
      satisfactory to such indemnified party, and, after notice from the indemnifying
      party to such indemnified party of its election so to assume and undertake
      the
      defense thereof, the indemnifying party shall not be liable to such indemnified
      party under this Section 11.6(c) for any legal expenses subsequently incurred
      by
      such indemnified party in connection with the defense thereof other than
      reasonable costs of investigation and of liaison with counsel so selected,
      provided, however, that, if the defendants in any such action include both
      the
      indemnified party and the indemnifying party and the indemnified party shall
      have reasonably concluded that there may be reasonable defenses available to
      it
      which are different from or additional to those available to the indemnifying
      party or if the interests of the indemnified party reasonably may be deemed
      to
      conflict with the interests of the indemnifying party, the indemnified parties,
      as a group, shall have the right to select one separate counsel and to assume
      such legal defenses and otherwise to participate in the defense of such action,
      with the reasonable expenses and fees of such separate counsel and other
      expenses related to such participation to be reimbursed by the indemnifying
      party as incurred.

     

    (d)   In
      order
      to provide for just and equitable contribution in the event of joint liability
      under the 1933 Act in any case in which either (i) a Seller, or any controlling
      person of a Seller, makes a claim for indemnification pursuant to this Section
      11.6 but it is judicially determined (by the entry of a final judgment or decree
      by a court of competent jurisdiction and the expiration of time to appeal or
      the
      denial of the last right of appeal) that such indemnification may not be
      enforced in such case notwithstanding the fact that this Section 11.6 provides
      for indemnification in such case, or (ii) contribution under the 1933 Act may
      be
      required on the part of the Seller or controlling person of the Seller in
      circumstances for which indemnification is not provided under this Section
      11.6;
      then, and in each such case, the Company and the Seller will contribute to
      the
      aggregate losses, claims, damages or liabilities to which they may be subject
      (after contribution from others) in such proportion so that the Seller is
      responsible only for the portion represented by the percentage that the public
      offering price of its securities offered by the registration statement bears
      to
      the public offering price of all securities offered by such registration
      statement, provided, however, that, in any such case, (y) the Seller will not
      be
      required to contribute any amount in excess of the public offering price of
      all
      such securities sold by it pursuant to such registration statement; and (z)
      no
      person or entity guilty of fraudulent misrepresentation (within the meaning
      of
      Section 11(f) of the 1933 Act) will be entitled to contribution from any person
      or entity who was not guilty of such fraudulent misrepresentation.

     

    11.7.  Delivery
      of Unlegended Shares.

     

    (a)   Within
      four (4) business days (such fourth business day being the “Unlegended
      Shares Delivery Date”)
      after
      the business day on which the Company has received (i) a notice that Warrant
      Shares have been sold pursuant to a registration statement or Rule 144 under
      the
      1933 Act, (ii) a representation that the prospectus delivery requirements,
      or
      the requirements of Rule 144, as applicable and if required, have been
      satisfied, and (iii) the original share certificates representing the shares
      of
      Common Stock that have been sold, and (iv) in the case of sales under Rule
      144,
      customary representation letters of the Subscriber and/or Subscriber’s broker
      regarding compliance with the requirements of Rule 144, the Company at its
      expense, (y) shall deliver, and shall cause legal counsel selected by the
      Company to deliver to its transfer agent (with copies to Subscriber) an
      appropriate instruction and opinion of such counsel, directing the delivery
      of
      shares of Common Stock without any legends including the legend set forth in
      Section 4
      above,
      reissuable pursuant to any effective and current Registration Statement
      described in Section 11 of this Agreement or pursuant to Rule 144 under the
      1933
      Act (the “Unlegended
      Shares”);
      and
      (z) cause the transmission of the certificates representing the Unlegended
      Shares together with a legended certificate representing the balance of the
      submitted Warrant Shares certificate, if any, to the Subscriber at the address
      specified in the notice of sale, via express courier, by electronic transfer
      or
      otherwise on or before the Unlegended Shares Delivery Date. 

     

    
 

    
      
        
          
          

        

        
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    (b)   In
      lieu
      of delivering physical certificates representing the Unlegended Shares, if
      the
      Company’s transfer agent is participating in the Depository Trust Company
      (“DTC”)
      Fast
      Automated Securities Transfer program, upon request of a Subscriber, so long
      as
      the certificates therefor do not bear a legend and the Subscriber is not
      obligated to return such certificate for the placement of a legend thereon,
      the
      Company must cause its transfer agent to electronically transmit the Unlegended
      Shares by crediting the account of Subscriber’s prime Broker with DTC through
      its Deposit Withdrawal Agent Commission system. Such delivery must be made
      on or
      before the Unlegended Shares Delivery Date.

    


    (c)   The
      Company understands that a delay in the delivery of the Unlegended Shares
      pursuant to Section 11 hereof later than two business days after the Unlegended
      Shares Delivery Date could result in economic loss to a Subscriber. As
      compensation to a Subscriber for such loss, the Company agrees to pay late
      payment fees (as liquidated damages and not as a penalty) to the Subscriber
      for
      late delivery of Unlegended Shares in the amount of $100 per business day after
      the Delivery Date for each $10,000 of Purchase Price (as defined in the
      Warrants) of the Unlegended Shares subject to the delivery default. If during
      any 360 day period, the Company fails to deliver Unlegended Shares as required
      by this Section 11.7 for an aggregate of thirty (30) days, then each Subscriber
      or assignee holding Securities subject to such default may, at its option,
      require the Company to redeem all or any portion of the Warrant Shares subject
      to such default at a price per share equal to 120% of the Purchase Price of
      such
      Warrant Shares (“Unlegended
      Redemption Amount”).

     

    (d)    In
      addition to any other rights available to a Subscriber, if the Company fails
      to
      deliver to a Subscriber Unlegended Shares as required pursuant to this
      Agreement, within six (6) business days after the Unlegended Shares Delivery
      Date and the Subscriber or a broker on the Subscriber’s behalf, purchases (in an
      open market transaction or otherwise) shares of common stock to deliver in
      satisfaction of a sale by such Subscriber of the shares of Common Stock which
      the Subscriber was entitled to receive from the Company (a "Buy-In"),
      then
      the Company shall pay in cash to the Subscriber (in addition to any remedies
      available to or elected by the Subscriber) the amount by which (A) the
      Subscriber's total purchase price (including brokerage commissions, if any)
      for
      the shares of common stock so purchased exceeds (B) the aggregate purchase
      price
      of the shares of Common Stock delivered to the Company for reissuance as
      Unlegended Shares
      together
      with interest thereon at a rate of 15% per annum, accruing until such amount
      and
      any accrued interest thereon is paid in full (which amount shall be paid as
      liquidated damages and not as a penalty). For example, if a Subscriber purchases
      shares of Common Stock having a total purchase price of $11,000 to cover a
      Buy-In with respect to $10,000 of purchase price of shares of Common Stock
      delivered to the Company for reissuance as Unlegended Shares, the Company shall
      be required to pay the Subscriber $1,000,
      plus interest. The
      Subscriber shall provide the Company written notice indicating the amounts
      payable to the Subscriber in respect of the Buy-In.

     

    
 

    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    


    


    (e)   In
      the
      event a Subscriber shall request delivery of Unlegended Shares as described
      in
      Section 11.7 and the Company is required to deliver such Unlegended Shares
      pursuant to Section 11.7, the Company may not refuse to deliver Unlegended
      Shares based on any claim that such Subscriber or any one associated or
      affiliated with such Subscriber has been engaged in any violation of law, or
      for
      any other reason, unless, an injunction or temporary restraining order from
      a
      court, on notice, restraining and or enjoining delivery of such Unlegended
      Shares or exercise of all or part of said Warrant shall have been sought and
      obtained by the Company or at the Company’s request or with the Company’s
      assistance, and the Company has posted a surety bond for the benefit of such
      Subscriber in the amount of 120% of the amount of the aggregate purchase price
      of the Common Stock and Warrant Shares which are subject to the injunction
      or
      temporary restraining order, which bond shall remain in effect until the
      completion of arbitration/litigation of the dispute and the proceeds of which
      shall be payable to such Subscriber to the extent Subscriber obtains judgment
      in
      Subscriber’s favor.

    


    12.  
        (a)      
       Right
      of First Refusal.
      For so
      long as any amount remains outstanding on the Notes or until the Registration
      Statement has been effective for 365 days, whichever is longer, the Subscribers
      shall be given not less than seven (7) business days prior written notice of
      any
      proposed sale by the Company of its common stock or other securities or debt
      obligations, except in connection with (i) full or partial consideration in
      connection with a strategic merger, acquisition, consolidation or purchase
      of
      substantially all of the securities or assets of corporation or other entity,
      (ii)
      the
      Company’s issuance of securities in connection with strategic license agreements
      and other partnering arrangements so long as such issuances are not for the
      purpose of raising capital which holders of such securities or debt are not
      at
      any time granted registration rights, (iii) the Company’s issuance of Common
      Stock or the issuances or grants of options to purchase Common Stock pursuant
      to
      stock option plans and employee stock purchase plans described on Schedule
      5(d)
      hereto
      at prices equal to or higher than the closing price of the Common Stock on
      the
      issue date of any of the foregoing, and (iv) as a result of the exercise of
      Warrants which are granted or issued pursuant to this Agreement or that have
      been issued prior to the Closing Date, the issuance of which has been disclosed
      in a Report filed not less than five (5) days prior to the Closing Date
      (collectively the foregoing are “Excepted
      Issuances”).
      The
      Subscribers who exercise their rights pursuant to this Section 12(a) shall
      have
      the right during the seven (7) business days following receipt of the notice
      to
      purchase such offered common stock, debt or other securities in accordance
      with
      the terms and conditions set forth in the notice of sale in the same proportion
      to each other as their purchase of Notes in the Offering. In the event such
      terms and conditions are modified during the notice period, the Subscribers
      shall be given prompt notice of such modification and shall have the right
      during the seven (7) business days following the notice of modification to
      exercise such right. Payment for such purchase by the Subscribers may be made
      by
      tender of the Note and all sums due under the Note.

     

    (b)   Favored
      Nations Provision.
      Other
      than in connection with the Excepted Issuances, if at any time Warrants are
      outstanding, the Company shall offer, issue or agree to issue any common stock
      or securities convertible into or exercisable for shares of common stock (or
      modify any of the foregoing which may be outstanding) to any person or entity
      at
      a price per share or conversion or exercise price per share which shall be
      less
      than the Warrant exercise price, without the consent of each Subscriber holding
      Notes, Warrants, or Warrant Shares, then the Company shall issue, for each
      such
      occasion, additional shares of Common Stock to each Subscriber so that the
      average per share purchase price of the shares of Common Stock issued to the
      Subscriber (of only the Warrant Shares still owned by the Subscriber) is equal
      to such other lower price per share and the Warrant exercise price shall
      automatically be adjusted to such other lower price. The delivery to the
      Subscriber of the additional shares of Common Stock shall be not later than
      the
      closing date of the transaction giving rise to the requirement to issue
      additional shares of Common Stock. The Subscriber is granted the registration
      rights described in Section 11 hereof in relation to such additional shares
      of
      Common Stock except that the Filing Date and Effective Date vis-à-vis such
      additional common shares shall be, respectively, the thirtieth (30th) and
      sixtieth (60th) date after the closing date giving rise to the requirement
      to
      issue the additional shares of Common Stock. For purposes of the issuance and
      adjustment described in this paragraph, the issuance of any security of the
      Company carrying the right to convert such security into shares of Common Stock
      or of any warrant, right or option to purchase Common Stock shall result in
      the
      issuance of the additional shares of Common Stock upon the sooner of the
      agreement to or actual issuance of such convertible security, warrant, right
      or
      option and again at any time upon any subsequent issuances of shares of Common
      Stock upon exercise of such conversion or purchase rights if such issuance
      is at
      a price lower than the Conversion Price or Warrant exercise price in effect
      upon
      such issuance. The rights of the Subscriber set forth in this Section 12 are
      in
      addition to any other rights the Subscriber has pursuant to this Agreement,
      any
      Transaction Document, and any other agreement referred to or entered into in
      connection herewith.

     

    
 

    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    


    


    (c)   Maximum
      Exercise of Rights.
      In the
      event the exercise of the rights described in Sections 12(a) and 12(b)
would
      or
      could result in the issuance of an amount of common stock of the Company that
      would exceed the maximum amount that may be issued to a Subscriber calculated
      in
      the manner described in Section 10 of the Warrant, then the issuance of such
      additional shares of common stock of the Company to such Subscriber will be
      deferred in whole or in part until such time as such Subscriber is able to
      beneficially own such common stock without exceeding the applicable maximum
      amount set forth calculated in the manner described in Section 10 of the
      Warrant. The determination of when such common stock may be issued shall be
      made
      by each Subscriber as to only such Subscriber.

     

    13.  
        Miscellaneous.

     

    (a)   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 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 Subscribers, to: the
      one or more addresses and telecopier numbers indicated on the signature pages
      hereto, 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.

     

    (b)   Entire
      Agreement; Assignment.
      This
      Agreement and other documents delivered in connection herewith represent the
      entire agreement between the parties hereto with respect to the subject matter
      hereof and may be amended only by a writing executed by both parties. Neither
      the Company nor the Subscribers have relied on any representations not contained
      or referred to in this Agreement and the documents delivered herewith. No right
      or obligation of the Company shall be assigned without prior notice to and
      the
      written consent of the Subscribers. 

     

    (c)   Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

     

    
 

    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

     

     

    (d)   
        Law
      Governing this Agreement.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts of laws. 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. The
      parties and the individuals executing this Agreement and other agreements
      referred to herein or delivered in connection herewith on behalf of the Company
      agree to submit to the jurisdiction of such courts and waive trial by
      jury.
      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
      Agreement or any other agreement delivered in connection herewith 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 enforceability of any other provision of any
      agreement.

     

    (e)   Specific
      Enforcement, Consent to Jurisdiction.
      The
      Company and Subscriber acknowledge and agree that irreparable damage would
      occur
      in the event that any of the provisions of this Agreement were not performed
      in
      accordance with their specific terms or were otherwise breached. It is
      accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent or cure breaches of the provisions of this Agreement
      and
      to enforce specifically the terms and provisions hereof, this being in addition
      to any other remedy to which any of them may be entitled by law or equity.
      Subject to Section 13(d) hereof, each of the Company, Subscriber and any
      signator hereto in his personal capacity hereby waives, and agrees not to assert
      in any such suit, action or proceeding, any claim that it is not personally
      subject to the jurisdiction in New York of such court, that the suit, action
      or
      proceeding is brought in an inconvenient forum or that the venue of the suit,
      action or proceeding is improper. Nothing in this Section shall affect or limit
      any right to serve process in any other manner permitted by law.

     

    (f)   Independent
      Nature of Subscribers.  
      The Company acknowledges that the obligations of each Subscriber under the
      Transaction Documents are several and not joint with the obligations of any
      other Subscriber, and no Subscriber shall be responsible in any way for the
      performance of the obligations of any other Subscriber under the Transaction
      Documents.  The Company acknowledges that the decision of each Subscriber
      to purchase Securities has been made by such Subscriber independently of any
      other Subscriber and independently of any information, materials, statements
      or
      opinions as to the business, affairs, operations, assets, properties,
      liabilities, results of operations, condition (financial or otherwise) or
      prospects of the Company which may have been made or given by any other
      Subscriber or by any agent or employee of any other Subscriber, and no
      Subscriber or any of its agents or employees shall have any liability to any
      Subscriber (or any other person) relating to or arising from any such
      information, materials, statements or opinions.  The Company acknowledges
      that nothing contained in any Transaction Document, and no action taken by
      any
      Subscriber pursuant hereto or thereto (including, but not limited to, the (i)
      inclusion of a Subscriber in the Registration Statement and (ii) review by,
      and
      consent to, such Registration Statement by a Subscriber) shall be deemed to
      constitute the Subscribers as a partnership, an association, a joint venture
      or
      any other kind of entity, or create a presumption that the Subscribers are
      in
      any way acting in concert or as a group with respect to such obligations or
      the
      transactions contemplated by the Transaction Documents.  The Company
      acknowledges that each Subscriber shall be entitled to independently protect
      and
      enforce its rights, including without limitation, the rights arising out
      of the Transaction Documents, and it shall not be necessary for any
      other Subscriber to be joined as an additional party in any proceeding for
      such
      purpose.  The Company acknowledges that it has elected to provide all
      Subscribers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because Company was required or requested to do so by the
      Subscribers.  The Company acknowledges that such procedure with respect to
      the Transaction Documents in no way creates a presumption that the Subscribers
      are in any way acting in concert or as a group with respect to the Transaction
      Documents or the transactions contemplated thereby.

     

    
 

    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

     

     

    (h)   Consent.
      As used
      in the Agreement, “consent of the Subscribers” or similar language means the
      consent of holders of not less than 70% of the outstanding Note principal owned
      by Subscribers on the date consent is requested.

    


    (i)   Equal
      Treatment.
      No
      consideration shall be offered or paid to any person to amend or consent to
      a
      waiver or modification of any provision of the Transaction Documents unless
      the
      same consideration is also offered and paid to all the parties to the
      Transaction Documents.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

    SIGNATURE
      PAGE TO SUBSCRIPTION AGREEMENT

     

    


    Please
      acknowledge your acceptance of the foregoing Subscription Agreement by signing
      and returning a copy to the undersigned whereupon it shall become a binding
      agreement between us.

    


    
      	 	
              OXFORD
                MEDIA, INC.

            
	 	
              a
                Nevada corporation

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:_________________________________

            
	 	 	
              Name:
                

            
	 	 	
              Title:
                

            
	 	 	 
	 	
              Dated:
                May ___, 2006

            


    

    


    


    


    
      	
              SUBSCRIBER

            	
              PURCHASE
                PRICE

            	
              WARRANTS

            
	
              LONGVIEW
                FUND, LP

              600
                Montgomery Street, 44th Floor

              San
                Francisco, CA 94111

              Fax:
                (415) 981-5301

               

               

               

               

               

              _______________________________________

              (Signature)

            	
              $1,500,000.00

            	 


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    LIST
      OF EXHIBITS AND SCHEDULES

    


    
      	 	
              Exhibit
                A

            	
              Form
                of Note

            


    

    
      	 	 	 


      	 	
              Exhibit
                B

            	
              Form
                of Warrant

            


    

    
      	 	 	 


      	 	
              Exhibit
                C

            	
              Escrow
                Agreement

            


    

    
      	 	 	 


      	 	
              Exhibit
                D

            	
              Form
                of Security Agreement

            


    

    
      	 	 	 


      	 	
              Exhibit
                E

            	
              Form
                of Guaranty

            


    

    
      	 	 	 


      	 	
              Exhibit
                F

            	
              Form
                of Collateral Agent Agreement

            


    

    
      	 	 	 


      	 	
              Exhibit
                G

            	
              Form
                of Legal Opinion

            


    

    
      	 	 	 


      	 	
              Exhibit
                H

            	
              Form
                of Form 8-K or Public Announcement

            


    

    
      	 	 	 


      	 	
              Schedule
                5(a)

            	
              Subsidiaries

            


    

    
      	 	 	 


      	 	
              Schedule
                5(d)

            	
              Additional
                Issuances / Capitalization

            


    

    
      	 	 	 


      	 	
              Schedule
                5(q)

            	
              Undisclosed
                Liabilities

            


    

    
      	 	 	 


      	 	
              Schedule
                5(v)

            	
              Transfer
                Agent

            


    

    
      	 	 	 


      	 	
              Schedule
                9(e)

            	
              Use
                of Proceeds

            


    

    


     

     

     

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    Exhibit
      5(v) to the Subscription Agreement

     

     

    


     

    Ms.
      Melinda Orth

    INTERWEST
      TRANSFER CO., INC.

    1981
      East
      4800 South

    Suite
      100

    Salt
      Lake
      City, UT  84117

    Tel: 
      (801)272-9294

    Fax: 
      801-277-3147