oxford8k071607ex10-9.htm


    
      

      

      EXHIBIT
        10.9



     

    


    


    
      


      

        
          	
                   

                   

                  SETTLEMENT
                    AND RELEASE

                  AGREEMENT

                   

                   

                


        

      

    

    


    


    


    


    DAVID
      L. PARKER

    


    


    and

    


    OXFORD
      MEDIA, INC.

    


    


    


    


    


    


    


    


    


    


    


    


    EFFECTIVE
      DATE:

    _____________,
      2007

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SETTLEMENT
      AND RELEASE AGREEMENT 
      

      

    

    
      


    

    I

    


    PARTIES

    


    THIS
      SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is entered into
      effective as of the ____ day of ____________, 2007 (the “Effective Date”), by
      and between DAVID L. PARKER, an individual residing in the State of California
      (“Parker”); and, OXFORD MEDIA, INC., a Nevada
      corporation (“Oxford”). Parker and Oxford are sometimes referred to collectively
      herein as the “Parties”, and each individually as a “Party”.

    


    II

    


    RECITALS

    


    A.           Parker
      is employed by Oxford in order to render services pursuant to the terms and
      conditions of an Employment Agreement with an effective date of 01 October
      2005
      (the “Employment Agreement”), a copy of which is attached hereto as Exhibit
      II-A.

    


    B.           Parker
      also currently serves on the Board of Directors of Oxford (the
“Board”).

    


    C.           The
      Parties mutually desire to terminate Parker’s employment relationship without
      dispute or cause, effective as of the Termination Date (as defined in Section
      4.1, below), and to terminate Parker’s status as a member of the Board effective
      as of the Termination Date. Oxford conditionally offers to do so, provided
      Parker (i) enters into and complies with all of the terms and conditions of
      this
      Agreement, including but not limited to the provision of assurances to Oxford
      that he will not assert any claims of any kind against Oxford arising out of
      Parker’s employment with Oxford and his status as a member of the Board; and,
      (ii) abides by and honors his obligations to maintain and protect Oxford’s, and
      Oxford’s affiliates, subsidiaries, predecessors, parents, related businesses and
      entities’ Trade Secret and Confidential Information.

    


    D.           Parker
      conditionally offers to terminate his employment relationship without dispute,
      effective as of the Effective Date of this Agreement, and to terminate his
      status as a member of the Board effective as of the Termination Date, in
      exchange for valid consideration to be transferred by Oxford hereunder, so
      long
      as Oxford enters into and complies with all of the terms and conditions of
      this
      Agreement, including but not limited to the provision of assurances to Parker
      that Oxford will not assert any claims of any kind against Parker and
      specifically identified related parties arising out of Parker’s employment with
      Oxford and his status as a member of the Board.

    


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

    


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

    


    


    
      
        
          
          

        

        
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    G.           NOW,
      THEREFORE, in consideration of the promises and the mutual covenants
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the Parties, intending to be
      legally bound, hereby agree as follows:

    


    III

    


    RELEASE

    


    3.1          Exchange.
      In consideration of the execution of this Agreement and the satisfaction of
      the
      obligations of each of the respective Parties hereunder, and other good and
      valuable consideration, the receipt and value of which is hereby confirmed,
      Parker on the one hand, and Oxford on the other hand, shall hereby fully,
      finally, and forever settle and release each other from any and all claims,
      losses, fines, penalties, damages, demands, judgments, debts, obligations,
      interests, liabilities, causes of action, breaches of duty, costs, expenses,
      judgments and injunctions of any nature whatsoever, whether known or unknown,
      arising out of or related to the relationships between the Parties prior to
      the
      Effective Date, specifically including, but not limited to, the Claims
      (cumulatively referred to as the “Released Claims”).

    


    3.2          Complete
      Release and Hold Harmless. All Parties, for themselves, itself,
      their heirs, executors, administrators, successors, and assigns, hereby agree
      to
      release, discharge and hold harmless each other and the other’s directors,
      employees, shareholders, managers, officers, members, affiliates, subsidiaries,
      predecessors, parents, related businesses and entities, attorneys and each
      of
      their successors and assigns from any and all known and unknown claims of every
      nature and kind whatsoever which they now or hereafter may have with respect
      to
      each other and/or the Claims, notwithstanding Section 1542 of the California
      Civil Code, which provides that:

    


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

    


    All
      rights under §1542 of the California Civil Code, as well as under any other
      statutes or common law principles of similar effect, are hereby expressly,
      fully, knowingly, intentionally and forever waived and relinquished by the
      Parties. Each Party hereby acknowledges that each understands the significance
      and consequences of such waiver under §1542 of the California Civil Code, and
      that each had the opportunity to seek the advice of legal counsel of its
      choice.

    


    3.3          Scope
      of Parker’s Release. Parker further expressly understands that the
      rights being waived hereunder specifically include, but are not limited to,
      any
      and all claims under (as any of the same may be amended from time to time)
      Title
      VII of the Civil Rights Act of 1964; Sections 1981 and 1983 of the Civil Rights
      Act of 1866; Equal Pay Act; Americans with Disabilities Act; Age Discrimination
      in Employment Act; Employee Retirement Income Security Act; Fair Labor Standards
      Act; Family and Medical Leave Act; WARN Act; the United States and California
      Constitutions; California Fair Employment and Housing Act; California Family
      Rights Act; California Labor Code; any applicable California Industrial Welfare
      Commission Wage Order; with respect to the foregoing constitutional and
      statutory references, any comparable constitution, statute or regulation of
      any
      other state; all claims of discrimination or harassment on account of race,
      sex,
      sexual orientation, national origin, religion, disability, age, pregnancy,
      veteran’s status, or any other protected status under any federal or state
      statute; any federal, state or local law enforcing express or implied employment
      contracts or covenants of good faith and fair dealing; any federal, state or
      local laws providing recourse for alleged wrongful discharge or constructive
      discharge, termination in violation of public policy, tort, physical or personal
      injury, emotional distress, fraud, negligent misrepresentation, defamation,
      and
      any similar or related claim; together with any claim under any other local,
      state or federal law or constitution governing employment, discrimination or
      harassment in employment, or the payment of wages or benefits, whether or not
      now known, suspected or claimed, which Parker ever had, now has, or may claim
      to
      have in the future as of the date of this Agreement. This Agreement and
      the scope of the release by Parker hereunder expressly includes any statutory
      claims, including, but not limited to, claims under the Age Discrimination
      in
      Employment Act (the “ADEA”) and the Older Workers’ Benefit Protection Act
      (“OWBPA”), except that this Agreement does not waive rights or claims under the
      ADEA which may arise after the Effective Date of this
      Agreement.

    


    


    
      
        
          
          

        

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

    


    3.5          Enforceability.
      The enforceability of this Agreement is conditioned upon each respective Party
      satisfying its respective obligations hereunder. Any action by either Party,
      whether or not permitted under applicable law, (i) constituting a material
      default hereunder; or, (ii) inconsistent with the concept of the complete
      release envisioned hereunder, shall, in the discretion of the other Party,
      constitute a material default of this Agreement rendering null and void the
      complete releases hereunder and the consideration issued hereunder.

    


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

    


    3.7          Specific
      Exclusion. It is expressly understood that the release contained in
      this Agreement does not encompass or include any of the following:

    


     
      (a)           The
      promises and obligations of the Parties under this Agreement, including but
      not
      limited to the registration obligations of Oxford under Section 5.3, below;
      or

    


     
      (b)           The
      intentionally willful, tortious, or criminal acts of either Party after the
      execution of this Agreement; or

    


     
      (c)           Any and all
      indemnification rights available to Parker under applicable state law, none
      of
      which shall be deemed waived by Parker hereunder.

    


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

    


    


    


    


    


    
      
        
          
          

        

        
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    IV

    


    EMPLOYMENT
      RELATIONSHIP

    


    4.1         Voluntary
      Termination of Employment. The Parties agree that Parker
      voluntarily accepted termination of his employment with Oxford, and that his
      last day of employment by and with Oxford shall be deemed to be the 16th day of
      July, 2007
      (the “Termination Date”). As of the Termination Date and as additional
      consideration hereunder, Parker voluntarily resigned any and all positions
      he
      held in and with Oxford as an employee, and the Employment Agreement shall
      be
      deemed to be terminated.

    


    4.2         Voluntary
      Termination as a Board Member. The Parties agree that Parker
      voluntarily accepted termination of his position as a member of the Board,
      and
      that his last day as a member of the Board shall be deemed to be the Termination
      Date noted above. As of the Termination Date and as additional consideration
      hereunder, Parker voluntarily resigned his position as a member of the
      Board.

    


    4.3         Payment
      of Amounts Owed. The issuance of stock to be made by Oxford to
      Parker pursuant to Article V shall represent all amounts due Parker for unpaid
      and accrued wages and benefits, if applicable, including but not limited to
      sick
      leave, vacation time, severance, and all other amounts which may be due to
      Parker from Oxford hereafter, and Parker shall neither make, nor be entitled
      to
      any other amounts, except as provided in Section 4.4, below.

    


    4.4         Health
      Insurance. Oxford, at its sole cost and expense, shall maintain in
      full force and effect the health insurance benefits provided to Parker up to
      and
      until all of the Shares are fully registered pursuant to Section 5.3, below.
      Thereafter, such coverage shall terminate, unless Parker makes a proper election
      to continue such coverage under COBRA, in which case all such benefits shall
      be
      at his sole cost and expense. Any and all other coverage of any kind extending
      beyond the terms and conditions of this Agreement will be solely at the expense
      of Parker and subject to the terms and conditions of the documents governing
      the
      medical plan. It is the sole responsibility of Parker to comply with said terms
      and conditions, and Oxford will have no liability for the future failure of
      Parker to acquire COBRA coverage.

    


    4.5         Express
      Waiver of Any Other Amounts.  Parker hereby acknowledges
      that he is not entitled to receive, and will not claim, any damages, rights,
      benefits, or compensation other than as expressly set forth in this Agreement.
      Specifically, no vacation, benefits, earned or paid time off, or other
      accrual-based benefits of any kind (“Post Termination Benefits) will accrue,
      vest or otherwise be credited to Parker after the Effective Date. Parker
      expressly waives, foregoes and denies any right or claim to such Post
      Termination Benefits and acknowledges that no compensation, remuneration or
      other form of payment or benefit is forthcoming based thereon.

    


    /
      / / /
      /

    /
      / / /
      /

    


    V

    


    STOCK
      ISSUANCE

    


    


    
      
        
          
          

        

        
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    5.1         Shares.
      Upon execution hereof, Oxford shall issue to Parker six million three hundred
      thousand (6,300,000) shares of Oxford common stock (the “Shares”). The Shares
      shall be “restricted stock”, pursuant to and as that term is commonly defined
      under Rule 144 under the Securities Act of 1933 (the “Securities Act”). When
      issued the Shares will represent validly authorized, duly issued, and fully
      paid
      shares of common stock of Oxford, and the issuance thereof will not conflict
      with the Articles or Bylaws of Oxford or with any outstanding warrant, option,
      call, preemptive right or commitment of any type relating to Oxford’s common
      stock.

    


    5.2         Exchange
      Agreement and Related Transactions. Parker hereby expressly
      acknowledges and agrees as follows:

    


      (a)          He
      is concurrently executing a Securities Exchange Agreement (the “Exchange
      Agreement”), and the Shares shall be subject to all transactions envisioned
      under the Exchange Agreement, including but not limited to the reverse stock
      split, which will result in the number of Shares being significantly
      reduced.

    


     
      (b)          He will vote all
      of the Shares in favor of the reverse stock split, as referenced on the Voting
      Consent attached hereto as Exhibit 5.2(b).

    


    5.3         Registration
      Rights. Parker shall be afforded all rights and remedies under that
      certain Registration Rights Agreement, attached hereto as Exhibit 5.3 (the
      “Rights Agreement”), including but not limited to liquidated damages. Pursuant
      to the Rights Agreement, the Shares shall be registered with the Securities
      and
      Exchange Commission in accordance with the time frame and terms and conditions
      under the Rights Agreement. Oxford hereby agrees to disclose in the Rights
      Agreement Parker’s registration rights granted under this
      Agreement.

    


    VI

    


    CONFIDENTIALITY
      AND BUSINESS RELATED PROVISIONS

    


    6.1         Non-Disclosure
      of Business Information.  Parker shall not at any time,
      either directly or indirectly use, divulge, disclose or communicate to any
      person, firm, or corporation, in any manner whatsoever, any confidential
      information concerning any matters affecting or relating to the business of
      Oxford, including, but not limited to, the names, buying habits, or practices
      of
      any of its customers, its' marketing methods and related data, the names of
      any
      of its vendors or suppliers, costs of materials, the prices it obtains or has
      obtained or at which it sells or has sold its products or services,
      manufacturing and sales, costs, lists or other written records used in Oxford's
      business, compensation paid to employees and other terms of employment, or
      any
      other confidential information of, about or concerning the business of Oxford,
      its manner of operation, or other confidential data of any kind, nature, or
      description. The Parties hereby stipulate that as between them, the foregoing
      matters are important, material, and confidential trade secrets and affect
      the
      successful conduct of the Oxford's business and its goodwill, and that any
      breach of any term of this paragraph is a material breach of this
      Agreement.

    


    6.2         Return
      of Materials. Upon execution of this Agreement, or as soon as
      practicable thereafter, Parker shall promptly deliver to Oxford all equipment,
      notebooks, documents, memoranda, reports, files, samples, books, correspondence,
      lists, computer disks and data bases, computer programs and reports, computer
      software, and all other written, graphic and computer generated or stored
      records relating to the business of Oxford which are or have been in the
      possession or under the control of Parker.

    


    


    
      
        
          
          

        

        
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              6.3

            	
              No
                Disparaging Remarks.

            


    

    


     
      6.3.1.     By
      Parker.  Parker agrees that he shall not make, or cause
      to be made, any statement or communicate any information (whether oral or
      written) that disparages or reflects negatively on Oxford. Nothing herein shall
      preclude Parker from complying with a subpoena or other lawful
      process.

    


     
      6.3.2.     By
Oxford.  Oxford agrees that
      it shall not make, or cause to be made, any statement or communicate any
      information (whether oral or written) that disparages or reflects
      negatively on Parker. It shall not be a violation of this Section 6.3 if an
      employee or independent contractor of Oxford disparages Parker or
      interferes with the efforts of Parker to obtain subsequent employment
      outside the scope of his or her employment or without the authority of
      Oxford, and Oxford shall have no liability for such unauthorized acts. Nothing
      herein shall preclude Oxford from complying with a subpoena or other
      lawful process.

    


    VII

    


    ADDITIONAL
      REPRESENTATIONS AND OBLIGATIONS

    


    7.1         Consideration
      Period. This Agreement has been delivered to Parker on the 10th
      day of July, 2007.
      Parker shall have twenty-one (21) days to consider and sign this Agreement.
      Pursuant to Section 7.3, below, Parker has been encouraged to seek legal counsel
      to consider and review this Agreement. To the extent Parker does not use the
      full 21-days within which to consider signing this Agreement, Parker’s signature
      hereto shall serve as Parker’s express written waiver of this period and of any
      and all claims, rights, or causes of action of any kind against Oxford of any
      kind arising out of Parker’s voluntary decision to execute this Agreement and
      waive this consideration period.

    


    7.2         Revocation
      Period. Upon execution of this Agreement, Parker shall have seven
      (7) days to revoke the Agreement. Any such revocation by Parker must be in
      writing and delivered to Oxford pursuant to the notice requirements under
      Article VII, below. If timely revoked by Parker, this Agreement will not be
      effective or enforceable, and all Parties shall be immediately released of
      all
      obligations hereunder, with no affect on any of the claims each Party may
      otherwise possess, and the Shares shall be immediately cancelled without need
      for further action by Parker.

    


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

    


    7.4         Waiver
      of Age Discrimination Claim. Parker understands that the release
      contained in this Agreement had to meet certain requirements to constitute
      a
      valid release of any claims under the Age Discrimination in Employment Act
      (“ADEA”), and Parker hereby represents that all such requirements were in fact
      satisfied. These requirements required the following, each of which has in
      fact
      been satisfied: (i) execution of this Agreement by Parker has been knowing
      and
      voluntary, and free from duress, coercion and mistake of fact; (ii) this
      Agreement is in writing and is understandable; (iii) this Agreement has waived
      current ADEA claims explicitly; (iv) this Agreement has not waived future ADEA
      claims; (v) the release by Parker hereunder of ADEA claims has been paid for
      with something to which Parker was not already entitled; (vi) this Agreement
      has
      advised Parker to consult an attorney; (vii) this Agreement has given Parker
      twenty-one (21) days to consider the ADEA release contained in this Agreement;
      and, (viii) this Agreement has given Parker seven (7) days within which to
      revoke the ADEA release contained in this Agreement after
      execution.

    


    


    
      
        
          
          

        

        
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    VIII

    


    ADDITIONAL
      PROVISIONS

    


    8.1         Executed
      Counterparts. This Agreement may be executed in any number of
      counterparts, all of which when taken together shall be considered one and
      the
      same agreement, it being understood that all Parties need not sign the same
      counterpart. In the event that any signature is delivered by fax or by e-mail
      delivery of a “.pdf” format data file, such signature shall create a valid and
      binding obligation of the Party executing (or on whose behalf such signature
      is
      executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. Each of the Parties hereby expressly
      forever waives any and all rights to raise the use of a fax machine or E-Mail
      to
      deliver a signature, or the fact that any signature or agreement or instrument
      was transmitted or communicated through the use of a fax machine or E-Mail,
      as a
      defense to the formation of a contract.

    


    8.2         Successors
      and Assigns. Except as expressly provided in this Agreement, each
      and all of the covenants, terms, provisions, conditions and agreements herein
      contained shall be binding upon and shall inure to the benefit of the successors
      and assigns of the Parties hereto.

    


    8.3         Article
      and Section Headings. The article and section headings used in this
      Agreement are inserted for convenience and identification only and are not
      to be
      used in any manner to interpret this Agreement.

    


    8.4         Severability.
      Each and every provision of this Agreement is severable and independent of
      any
      other term or provision of this Agreement. If any term or provision hereof
      is
      held void or invalid for any reason by a court of competent jurisdiction, such
      invalidity shall not affect the remainder of this Agreement.

    


    8.5         Governing
      Law. This Agreement shall be governed by the laws of the State of
      California, without giving effect to any choice or conflict of law provision
      or
      rule (whether of the State of California or any other jurisdiction) that would
      cause the application of the laws of any jurisdiction other than the State
      of
      California. If any court action is necessary to enforce the terms and conditions
      of this Agreement, the Parties hereby agree that the Superior Court of
      California, County of Orange, shall be the sole jurisdiction and venue for
      the
      bringing of such action.

    


    8.6         Entire
      Agreement. This Agreement, and all references, documents, or
      instruments referred to herein, contains the entire agreement and understanding
      of the Parties hereto in respect to the subject matter contained herein. The
      Parties have expressly not relied upon any promises, representations,
      warranties, agreements, covenants, or undertakings, other than those expressly
      set forth or referred to herein. This Agreement supersedes any and all prior
      written or oral agreements, understandings, and negotiations between the Parties
      with respect to the subject matter contained herein.

    


    


    
      
        
          
          

        

        
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    8.7         Additional
      Documentation. The Parties hereto agree to execute, acknowledge,
      and cause to be filed and recorded, if necessary, any and all documents,
      amendments, notices, and certificates which may be necessary or convenient
      under
      the laws of the State of California.

    


    8.8         Attorney's
      Fees. If any legal action (including arbitration) is necessary to
      enforce the terms and conditions of this Agreement, the prevailing Party shall
      be entitled to costs and reasonable attorney's fees.

    


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

    


    
      	
               

            	
              8.10

            	
              Remedies.

            


    

    


     
      8.10.1.   Specific Performance. The
      Parties hereby declare that it is impossible to measure in money the damages
      which will result from a failure to perform any of the obligations under this
      Agreement. Therefore, each Party waives the claim or defense that an adequate
      remedy at law exists in any action or proceeding brought to enforce the
      provisions hereof.

    


     
      8.10.2.   Cumulative. The remedies of the
      Parties under this Agreement are cumulative and shall not exclude any other
      remedies to which any person may be lawfully entitled.

    


    8.11        Waiver.
      No failure by any Party to insist on the strict performance of any covenant,
      duty, agreement, or condition of this Agreement or to exercise any right or
      remedy on a breach shall constitute a waiver of any such breach or of any other
      covenant, duty, agreement, or condition.

    


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

    


    8.13        Notices.
      All notices, requests and demands hereunder shall be in writing and delivered
      by
      hand, by facsimile transmission, by E-Mail, by mail, by telegram, or by
      recognized commercial over-night delivery service (such as Federal Express,
      UPS,
      or DHL), and shall be deemed given (a) if by hand delivery, upon such delivery;
      (b) if by facsimile transmission, upon telephone confirmation of receipt of
      same; (c) if by E-Mail, upon telephone confirmation of receipt of same; (d)
      if
      by mail, forty-eight (48) hours after deposit in the United States mail, first
      class, registered or certified mail, postage prepaid; (e) if by telegram, upon
      telephone confirmation of receipt of same; or, (f) if by recognized commercial
      over-night delivery service, upon such delivery.

    


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

    


    8.15        Agreement
      to Arbitrate. The Parties agree to cooperate and meet in order to
      resolve any disputes or controversies arising under this Agreement. Should
      they
      be unable to do so, then either may elect arbitration under the rules of the
      American Arbitration Association, and both Parties are obligated to proceed
      thereunder. Arbitration shall proceed in Orange County, and the Parties agree
      to
      be bound by the arbitrator's award, which shall be a final judgment and may
      be
      filed in the Superior Court of California, County of Orange. The Parties consent
      to the jurisdiction of California Courts for enforcement of this Agreement,
      and
      in particular this Section 8.16 and the determination and award by arbitration.
      The prevailing Party shall be entitled to reimbursement for his attorney's
      fees
      and all costs associated with arbitration. In any arbitration proceeding
      conducted pursuant to the provisions of this Section, both Parties shall have
      the right to conduct discovery, to call witnesses and to cross-examine the
      opposing Party's witnesses, either through legal counsel, expert witnesses
      or
      both, and the provisions of the California Code of Civil Procedure (Right to
      Discovery; Procedure and Enforcement) are hereby incorporated into this
      Agreement by this reference and made a part hereof.

    


    


    
      
        
          
          

        

        
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    8.16       Waiver
      of Trial. IN ACCORDANCE WITH THE AGREEMENT OF THE PARTIES TO
      ARBITRATE ALL DISPUTES PURSUANT TO SECTION 8.15, ABOVE, EACH PARTY HEREBY WAIVES
      TRIAL IN ANY ACTION, PROCEEDING OR COUNTER CLAIM BROUGHT BY ANY OF THEM AGAINST
      THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY
      OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF
      OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN. THE PROVISIONS OF THIS SECTION
      8.16 HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS
      SHALL
      BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED
      TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 8.16 WILL NOT BE FULLY
      ENFORCED IN ALL INSTANCES.

    


    8.17       Provision
      Not Construed Against Party Drafting Agreement. This Agreement is
      the result of negotiations by and between the Parties, and each Party has had
      the opportunity to be represented by independent legal counsel of its choice.
      This Agreement is the product of the work and efforts of all Parties, and shall
      be deemed to have been drafted by all Parties. In the event of a dispute, no
      Party hereto shall be entitled to claim that any provision should be construed
      against any other Party by reason of the fact that it was drafted by one
      particular Party.

    


    8.18       Incorporation
      of Exhibits and Schedules. The Exhibits and Schedules identified in
      this Agreement are incorporated herein by reference and made a part hereof
      as if
      set out in full herein.

    


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

    


    8.20       Best
      Efforts. The Parties shall use and exercise their best efforts,
      taking all reasonable, ordinary and necessary measures to ensure an orderly
      and
      smooth relationship under this Agreement, and further agree to work together
      and
      negotiate in good faith to resolve any differences or problems which may arise
      in the future.

    


    8.21       Definitional
      Provisions. For purposes of this Agreement, (i) those words, names,
      or terms which are specifically defined herein shall have the meaning
      specifically ascribed to them; (ii) wherever from the context it appears
      appropriate, each term stated either in the singular or plural shall include
      the
      singular and plural; (iii) wherever from the context it appears appropriate,
      the
      masculine, feminine, or neuter gender, shall each include the others; (iv)
      the
      words “hereof”, “herein”, “hereunder”, and words of similar import, when used in
      this Agreement, shall refer to this Agreement as a whole, and not to any
      particular provision of this Agreement; (v) all references to designated
“Articles”, “Sections”, and to other subdivisions are to the designated
      Articles, Sections, and other subdivisions of this Agreement as originally
      executed; (vi) all references to "Dollars" or “$” shall be construed as being
      United States dollars; (vii) the term “including” is not limiting and means
“including without limitation”; and, (viii) all references to all statutes,
      statutory provisions, regulations, or similar administrative provisions shall
      be
      construed as a reference to such statute, statutory provision, regulation,
      or
      similar administrative provision as in force at the date of this Agreement
      and
      as may be subsequently amended.

    


    


    
      
        
          
          

        

        
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    IX

    


    EXECUTION

    


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

    


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

    


    
      	
              PARKER:

            	
              OXFORD:

            
	 	 
	 	
              OXFORD
                MEDIA, INC.,

            
	
              ________________________________

            	
              a
                Nevada corporation

            
	
              DAVID
                L. PARKER

            	 
	
              DATED:
                  ________________________

            	 
	 	
              BY:  ___________________________

            
	 	
              NAME:  ________________________

            
	 	
              TITLE: 
                 ________________________

            
	 	
              DATED:  _______________________

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

     

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