oxford8k062907ex10-1.htm


    
      

      

    

    

      12%
        PROMISSORY NOTE

      


      


      
        	
                $
                  100,000

              	
                June
                  28, 2007

              


      

      


      


      FOR
        VALUE
        RECEIVED, Oxford Media, Inc., a Nevada corporation (the “Maker”),
        with
        its primary offices located at One Technology Drive, Building H, Irvine,
        CA
        92618, promises to pay to the order of Palisades Master Fund, L.P., or its
        registered assigns (the “Payee”),
        upon
        the terms set forth below, the principal sum of One Hundred Thousand Dollars
        ($100,000) plus interest on the unpaid principal sum outstanding at the rate
        of
        12% per annum (this “Note”).

      


      
        	 	
                1.

              	
                Payments.

              


      

      


      (a)    
          The
        full
        amount of principal and accrued interest under this Note shall be due upon
        the
        earlier of (i) written demand to the Maker of holders of the Company’s 12%
        Promissory Notes issued on June 28, 2007 (“12%
        Notes”)
        then
        holding, in the aggregate, at least 51% of the outstanding principal amount
        of
        the 12% Notes (provided such a demand will not be made earlier than 13 July
        2007); and, (ii) December 31, 2007 (the “Maturity
        Date”),
        unless due earlier in accordance with the terms of this Note.

      


      (b)    
          The
        Maker
        shall pay interest to the Payee on the aggregate then outstanding principal
        amount of this Note at the rate of 12% per annum, payable upon the earlier
        of
        (i) written demand to the Maker of holders of the 12% Notes then holding,
        in the
        aggregate, at least 51% of the outstanding principal amount of the 12% Notes
        (provided such a demand will not be made earlier than 13 July 2007); and,
        (ii)
        the Maturity Date.

      


      (c)    
          All
        overdue accrued and unpaid principal and interest to be paid hereunder shall
        entail a late fee at the rate of 22% per annum (or such lower maximum amount
        of
        interest permitted to be charged under applicable law) which will accrue
        daily,
        from the date such principal and/or interest is due hereunder through and
        including the date of payment.

      


      (d)    
          Maker
        may
        not prepay, in whole or in part, the principal sum and interest under this
        Note
        unless without the consent of the Payee.

      


      
        	 	
                2.

              	
                Events
                  of Default.

              


      

      


      (a)    
          “Event
        of Default”,
        wherever used herein, means any one of the following events (whatever the
        reason
        and whether it shall be voluntary or involuntary or effected by operation
        of law
        or pursuant to any judgment, decree or order of any court, or any order,
        rule or
        regulation of any administrative or governmental body):

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (i)   any
        default in the payment of the principal of, or the interest on, this Note,
        as
        and when the same shall become due and payable;

      


      (ii)     
          Maker
        shall fail to observe or perform any obligation or shall breach any term
        or
        provision of this Note and such failure or breach shall not have been remedied
        within ten days after the date on which notice of such failure or breach
        shall
        have been delivered;

      


      (iii)    
          Maker
        or
        any of its subsidiaries shall fail to observe or perform any of their respective
        obligations owed to Payee or any other covenant, agreement, representation
        or
        warranty contained in, or otherwise commit any breach hereunder or in any
        other
        agreement executed in connection herewith;

      


      (iv)    
          Maker
        or
        any of its subsidiaries shall commence, or there shall be commenced against
        Maker or any subsidiary a case under any applicable bankruptcy or insolvency
        laws as now or hereafter in effect or any successor thereto, or Maker or
        any
        subsidiary commences any other proceeding under any reorganization, arrangement,
        adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
        or
        similar law of any jurisdiction whether now or hereafter in effect relating
        to
        Maker or any subsidiary, or there is commenced against Maker or any subsidiary
        any such bankruptcy, insolvency or other proceeding which remains undismissed
        for a period of 60 days; or Maker or any subsidiary is adjudicated insolvent
        or
        bankrupt; or any order of relief or other order approving any such case or
        proceeding is entered; or Maker or any subsidiary suffers any appointment
        of any
        custodian or the like for it or any substantial part of its property which
        continues undischarged or unstayed for a period of 60 days; or Maker or any
        subsidiary makes a general assignment for the benefit of creditors; or Maker
        or
        any subsidiary shall fail to pay, or shall state that it is unable to pay,
        or
        shall be unable to pay, its debts generally as they become due; or Maker
        or any
        subsidiary shall call a meeting of its creditors with a view to arranging
        a
        composition, adjustment or restructuring of its debts; or Maker or any
        subsidiary shall by any act or failure to act expressly indicate its consent
        to,
        approval of or acquiescence in any of the foregoing; or any corporate or
        other
        action is taken by Maker or any subsidiary for the purpose of effecting any
        of
        the foregoing;

      


      (v)     
          Maker
        or
        any subsidiary shall default in any of its respective obligations under any
        other note or any mortgage, credit agreement or other facility, indenture
        agreement, factoring agreement or other instrument under which there may
        be
        issued, or by which there may be secured or evidenced any indebtedness for
        borrowed money or money due under any long term leasing or factoring arrangement
        of Maker or any subsidiary, whether such indebtedness now exists or shall
        hereafter be created and such default shall result in such indebtedness becoming
        or being declared due and payable prior to the date on which it would otherwise
        become due and payable; or

      



      
        
          
          

        

        
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      (vi)    
          Maker
        shall (a) be a party to any Change of Control Transaction (as defined below),
        (b) agree to sell or dispose all or in excess of 33% of its assets in one
        or
        more transactions (whether or not such sale would constitute a Change of
        Control
        Transaction), (c) redeem or repurchase more than a de minimis number of shares
        of Common Stock or other equity securities of Maker, or (d) make any
        distribution or declare or pay any dividends (in cash or other property,
        other
        than common stock) on, or purchase, acquire, redeem, or retire any of Maker's
        capital stock, of any class, whether now or hereafter outstanding. “Change of
        Control Transaction” means the occurrence of any of: (i) an acquisition after
        the date hereof by an individual or legal entity or “group” (as described in
        Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as
        amended) of effective control (whether through legal or beneficial ownership
        of
        capital stock of Maker, by contract or otherwise) of in excess of 33% of
        the
        voting securities of Maker, (ii) a replacement at one time or over time of
        more
        than one-half of the members of Maker's board of directors which is not approved
        by a majority of those individuals who are members of the board of directors
        on
        the date hereof (or by those individuals who are serving as members of the
        board
        of directors on any date whose nomination to the board of directors was approved
        by a majority of the members of the board of directors who are members on
        the
        date hereof), (iii) the merger of Maker with or into another entity that
        is not
        wholly-owned by Maker, consolidation or sale of 33% or more of the assets
        of
        Maker in one or a series of related transactions, or (iv) the execution by
        Maker
        of an agreement to which Maker is a party or by which it is bound, providing
        for
        any of the events set forth above in (i), (ii) or (iii).

      


      (b)   If
        any
        Event of Default occurs, the full principal amount of this Note, together
        with
        all accrued interest thereon, shall become, at the Payee's election, immediately
        due and payable in cash. Commencing 5 days after the occurrence of any Event
        of
        Default that results in the acceleration of this Note, the interest rate
        on this
        Note shall accrue at the rate of 18% per annum, or such lower maximum amount
        of
        interest permitted to be charged under applicable law. The Payee need not
        provide and Maker hereby waives any presentment, demand, protest or other
        notice
        of any kind, and the Payee may immediately and without expiration of any
        grace
        period enforce any and all of its rights and remedies hereunder and all other
        remedies available to it under applicable law. Such declaration may be rescinded
        and annulled by Payee at any time prior to payment hereunder. No such rescission
        or annulment shall affect any subsequent Event of Default or impair any right
        consequent thereon.

      



      
        
          
          

        

        
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      3.    Most
        Favored Nations.
        The
        Payee shall have the right, in its sole discretion, to convert the principal
        balance of this Note then outstanding plus accrued but unpaid interest, in
        whole
        or in part, into securities of the Maker (or its successor or parent) being
        issued in any private or public offering of equity securities or indebtedness
        of
        the Maker (or its successor or parent) consummated while this Note is
        outstanding, upon the terms and conditions of such offering, at a rate equal
        to,
        for each $1 of principal amount of this Note surrendered, $1 of new
        consideration offered for such securities. By way of example, if the Payee
        wishes to surrender $100,000 principal amount of this Note to the Maker as
        consideration for the purchase of new securities or indebtedness, the Payee
        shall receive, and the Maker shall issue, $100,000 of new securities or
        indebtedness to the Payee, otherwise on the same terms and conditions as
        the
        other participants.

      


      4.    Negative
        Covenants.
         So
        long
        as any portion of this Note is outstanding, the Maker will not and will not
        permit any of its Subsidiaries to directly or indirectly:

      


      a)    other
        than Permitted Indebtedness, enter into, create, incur, assume, guarantee
        or
        suffer to exist any indebtedness for borrowed money of any kind, including
        but
        not limited to, a guarantee, on or with respect to any of its property or
        assets
        now owned or hereafter acquired or any interest therein or any income or
        profits
        therefrom;

       

      b)    other
        than Permitted Liens, enter into, create, incur, assume or suffer to exist
        any
        liens of any kind, on or with respect to any of its property or assets now
        owned
        or hereafter acquired or any interest therein or any income or profits
        therefrom;

      


      c)    amend
        its
        certificate of incorporation, bylaws or other charter documents so as to
        adversely affect any rights of the Payee;

      


      d)    except
        as
        contractually required by the Maker as of the date of issuance of this Note,
        repay, repurchase or offer to repay, repurchase or otherwise acquire more
        than a
        de minimis number of securities;

      


      e)    enter
        into any agreement with respect to any of the foregoing;
        or

      


      f)    other
        than in respect of the Maker’s Series A and Series B Preferred Stock, pay cash
        dividends or distributions on any equity securities of the Maker.

      


      “Permitted
        Indebtedness”
shall
        mean (a) the indebtedness of the Maker existing on the date of issuance of
        this
        Note and (b) indebtedness
        incurred by the Maker that does not mature or require payments of principal
        prior to the Maturity Date of this Note and is made expressly subordinate
        in
        right of payment to the indebtedness evidenced by this Note, as reflected
        in a
        written agreement acceptable to the Payee and approved by the Payee in
        writing.

      



      
        
          
          

        

        
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      “Permitted
        Lien”
shall
        mean the individual and collective reference to the following: (a) liens
        for
        taxes, assessments and other governmental charges or levies not yet due or
        liens
        for taxes, assessments and other governmental charges or levies being contested
        in good faith and by appropriate proceedings for which adequate reserves
        (in the
        good faith judgment of the management of the Maker) have been established
        in
        accordance with generally accepted accounting procedures and (b) liens imposed
        by law which were incurred in the ordinary course of business, such as
        carriers’, warehousemen’s and mechanics’ liens, statutory landlords’ liens, and
        other similar liens arising in the ordinary course of business, and (x) which
        do
        not individually or in the aggregate materially detract from the value of
        such
        property or assets or materially impair the use thereof in the operation
        of the
        business of the Maker and its consolidated subsidiaries or (y) which are
        being
        contested in good faith by appropriate proceedings, which proceedings have
        the
        effect of preventing the forfeiture or sale of the property or asset subject
        to
        such lien.

      


      5.    No
        Waiver of Payee’s Rights.
        All
        payments of principal and interest shall be made without setoff, deduction
        or
        counterclaim. No delay or failure on the part of the Payee in exercising
        any of
        its options, powers or rights, nor any partial or single exercise of its
        options, powers or rights shall constitute a waiver thereof or of any other
        option, power or right, and no waiver on the part of the Payee of any of
        its
        options, powers or rights shall constitute a waiver of any other option,
        power
        or right. Maker hereby waives presentment of payment, protest, and all notices
        or demands in connection with the delivery, acceptance, performance, default
        or
        endorsement of this Note. Acceptance by the Payee of less than the full amount
        due and payable hereunder shall in no way limit the right of the Payee to
        require full payment of all sums due and payable hereunder in accordance
        with
        the terms hereof.

      


      6.    Modifications.
        No term
        or provision contained herein may be modified, amended or waived except by
        written agreement or consent signed by the party to be bound
        thereby.

      


      7.    Cumulative
        Rights and Remedies; Usury.
        The
        rights and remedies of Payee expressed herein are cumulative and not exclusive
        of any rights and remedies otherwise available under this Note, the Security
        Agreements, or applicable law (including at equity). The election of Payee
        to
        avail itself of any one or more remedies shall not be a bar to any other
        available remedies, which Maker agrees Payee may take from time to time.
        If it
        shall be found that any interest due hereunder shall violate applicable laws
        governing usury, the applicable rate of interest due hereunder shall be reduced
        to the maximum permitted rate of interest under such law.

      



      
        
          
          

        

        
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      8.    Use
        of
        Proceeds.
        Maker
        shall use the proceeds from this Note hereunder for working capital purposes
        and
        not for the satisfaction of any portion of Maker’s or subsidiary’s debt (other
        than payment of trade payables in the ordinary course of Maker's business
        and
        prior practices), to redeem any of Maker’s or subsidiary’s equity or
        equity-equivalent securities or to settle any outstanding
        litigation.

      


      9.    Collection
        Expenses.
        If
        Payee shall commence an action or proceeding to enforce this Note, then Maker
        shall reimburse Payee for its costs of collection and reasonable attorneys
        fees
        incurred with the investigation, preparation and prosecution of such action
        or
        proceeding.

      


      10. 
           Severability.
        If any
        provision of this Note is declared by a court of competent jurisdiction to
        be in
        any way invalid, illegal or unenforceable, the balance of this Note shall
        remain
        in effect, and if any provision is inapplicable to any person or circumstance,
        it shall nevertheless remain applicable to all other persons and circumstances.
        If it shall be found that any interest or other amount deemed interest due
        hereunder shall violate applicable laws governing usury, the applicable rate
        of
        interest due hereunder shall automatically be lowered to equal the maximum
        permitted rate of interest.

      


      11.     
          Successors
        and Assigns.
        This
        Note shall be binding upon Maker and its successors and shall inure to the
        benefit of the Payee and its successors and assigns. The term “Payee” as used
        herein, shall also include any endorsee, assignee or other holder of this
        Note.

      


      12.     
          Lost
        or Stolen Promissory Note.
        If this
        Note is lost, stolen, mutilated or otherwise destroyed, Maker shall execute
        and
        deliver to the Payee a new promissory note containing the same terms, and
        in the
        same form, as this Note. In such event, Maker may require the Payee to deliver
        to Maker an affidavit of lost instrument and customary indemnity in respect
        thereof as a condition to the delivery of any such new promissory
        note.

      


      13.     
          Due
        Authorization.
        This
        Note has been duly authorized, executed and delivered by Maker and is the
        legal
        obligation of Maker, enforceable against Maker in accordance with its terms.
        No
        consent of any other party and no consent, license, approval or authorization
        of, or registration or declaration with, any governmental authority, bureau
        or
        agency is required in connection with the execution, delivery or performance
        by
        the Maker, or the validity or enforceability of this Note other than such
        as
        have been met or obtained. The execution, delivery and performance of this
        Note
        and all other agreements and instruments executed and delivered or to be
        executed and delivered pursuant hereto or thereto or the securities issuable
        upon conversion of this will not violate any provision of any existing law
        or
        regulation or any order or decree of any court, regulatory body or
        administrative agency or the certificate of incorporation or by-laws of the
        Maker or any mortgage, indenture, contract or other agreement to which the
        Maker
        is a party or by which the Maker or any property or assets of the Maker may
        be
        bound.

      



      
        
          
          

        

        
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      14.     
          Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Note shall be governed by and construed and enforced in accordance
        with
        the internal laws of the State of New York, without regard to the principles
        of
        conflicts of law thereof. Each of Maker and Payee agree that all legal
        proceedings concerning the interpretations, enforcement and defense of this
        Note
        shall be commenced in the state and federal courts sitting in the City of
        New
        York, Borough of Manhattan (the "New York Courts"). Each of Maker and Payee
        hereby irrevocably submit to the exclusive jurisdiction of the New York Courts
        for the adjudication of any dispute hereunder (including with respect to
        the
        enforcement of this Note), and hereby irrevocably waives, and agrees not
        to
        assert in any suit, action or proceeding, any claim that it is not personally
        subject to the jurisdiction of any such court, that such suit, action or
        proceeding is improper. Each of Maker and Payee hereby irrevocably waive
        personal service of process and consents to process being served in any such
        suit, action or proceeding by mailing a copy thereof via registered or certified
        mail or overnight delivery (with evidence of delivery) to the other at the
        address in effect for notices to it under this Note and agrees that such
        service
        shall constitute good and sufficient service of process and notice thereof.
        Nothing contained herein shall be deemed to limit in any way any right to
        serve
        process in any manner permitted by law. Each of Maker and Payee hereby
        irrevocably waive, to the fullest extent permitted by applicable law, any
        and
        all right to trial by jury in any legal proceeding arising out of or relating
        to
        this Note or the transactions contemplated hereby.

      


      15.     
         Notice. 
        Any and
        all notices or other communications or deliveries to be provided by the Payee
        hereunder, including, without limitation, any conversion notice, shall be
        in
        writing and delivered personally, by facsimile, sent by a nationally recognized
        overnight courier service or sent by certified or registered mail, postage
        prepaid, addressed to the Maker, or such other address or facsimile number
        as
        the Maker may specify for such purposes by notice to the Payee delivered
        in
        accordance with this paragraph. Any and all notices or other communications
        or
        deliveries to be provided by the Maker hereunder shall be in writing and
        delivered personally, by facsimile, sent by a nationally recognized overnight
        courier service or sent by certified or registered mail, postage prepaid,
        addressed to the Payee at the address of the Payee appearing on the books
        of the
        Maker, or if no such address appears, at the principal place of business
        of the
        Payee. Any notice or other communication or deliveries hereunder shall be
        deemed
        given and effective on the earliest of (i) the date of transmission if delivered
        by
        hand
        or by telecopy that has been confirmed as received by 5:00 P.M. on a business
        day,
        (ii)
one
        business day after being sent by nationally recognized overnight courier
        or
        received by telecopy after 5:00 P.M. on any day,
        or
        (iii) five
        business
        days
        after being sent by certified or registered mail, postage and charges prepaid,
        return receipt requested.

      


      17.     
         Required
        Notice to Payee. The
        Payee
        is to be notified by the Maker, in accordance with Section 15, when any of
        the
        following occur:

      


      (a)   at
        the
        time the Maturity Date is established by the note holders, as provided in
        Section 1;

      



      
        
          
          

        

        
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      (b)   at
        the
        time any one or more of the note holders is paid interest or repaid principal;
        and

      


      


      (c)   at
        the
        time of an Event of Default as defined in Section 3.

      


      The
        undersigned signs this Note as a maker and not as a surety or guarantor or
        in
        any other capacity.

      


      
        	 	
                OXFORD
                  MEDIA, INC.

              
	 	 
	 	
                By:
                    
                  /S/ Lewis
                  Jaffe_____________________

              
	 	
                Name:
                  Lewis
                  Jaffe

              
	 	
                Title:
                  CEO

              


      

      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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