oxford8k071607ex10-2.htm


    
      

      

    

    
      EXHIBIT
        10.2

    

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”) is made and entered into
      as of July __, 2007, between Oxford Media, Inc, a Nevada corporation (the
“Company”) and each of the several holders of the Company’s securities
      signatory hereto (each holder, a “Holder” and, collectively, the
“Holders”).

    


    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof, between the Company and each Purchaser (the “Purchase
      Agreement”) and Pursuant to the Securities Exchange Agreement.

    


    The
      Company and each Holder hereby agrees as follows:

    


    
      	
               

            	
              1.

            	
              Definitions

            


    

    


    Capitalized
      terms used and not otherwise defined herein that are defined in the Purchase
      Agreement shall have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms shall have
      the following meanings:

    


    “Advice”
      shall have the meaning set forth in Section 6(d).

    


    “Effectiveness
      Date” means, with respect to the Initial Registration Statement required to
      be filed hereunder, the 120th calendar
      day
      following the date hereof (or, in the event of a “full review” by the
      Commission, the 175th calendar
      day
      following the date hereof) and with respect to any additional Registration
      Statements which may be required pursuant to Section 3(c), the 90th calendar
      day
      following the date on which an additional Registration Statement is required
      to
      be filed hereunder; provided, however, that in the event the
      Company is notified by the Commission that one or more of the above Registration
      Statements will not be reviewed or is no longer subject to further review and
      comments, the Effectiveness Date as to such Registration Statement shall be
      the
      fifth Trading Day following the date on which the Company is so notified if
      such
      date precedes the dates otherwise required above.

    


    “Effectiveness
      Period” shall have the meaning set forth in Section 2(a).

    


    “Event”
      shall have the meaning set forth in Section 2(b).

    


    “Event
      Date” shall have the meaning set forth in Section 2(b).

    


    “Filing
      Date” means, with respect to the Initial Registration Statement required
      hereunder, the 60th calendar
      day
      following the date hereof and, with respect to any additional Registration
      Statements which may be required pursuant to Section 3(c), the earliest
      practical date on which the Company is permitted by SEC Guidance to file such
      additional Registration Statement related to the Registrable
      Securities.

    


    


    
      
        
          
          

        

        
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    “Holder”
      or “Holders” means the holder or holders, as the case may be, from time
      to time of Registrable Securities.

    


    “Indemnified
      Party” shall have the meaning set forth in Section 5(c).

    


    “Indemnifying
      Party” shall have the meaning set forth in Section 5(c).

    


    “Initial
      Registration Statement” means the initial Registration Statement filed
      pursuant to this Agreement.

    


    “Initial
      Shares” means a number of Registrable Securities equal to the lesser of (i)
      the total number of Registrable Securities and (ii) one-third of the number
      of
      issued and outstanding shares of Common Stock that are held by non-affiliates
      of
      the Company on the day immediately prior to the filing date of the Initial
      Registration Statement.

    


    “Losses”
      shall have the meaning set forth in Section 5(a).

    


    “Plan
      of Distribution” shall have the meaning set forth in Section
      2(a).

    


    “Prospectus”
      means the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated by the Commission pursuant to the Securities Act), as
      amended or supplemented by any prospectus supplement, with respect to the terms
      of the offering of any portion of the Registrable Securities covered by a
      Registration Statement, and all other amendments and supplements to the
      Prospectus, including post-effective amendments, and all material incorporated
      by reference or deemed to be incorporated by reference in such
      Prospectus.

    


    “Registrable
      Securities” means (i) all shares of Common Stock beneficially held by the
      Holders, not currently registered pursuant to an effective registration
      statement or eligible for resale pursuant to Rule 144(k), (ii) all the shares
      of
      Common Stock issuable upon conversion in full of the Preferred Stock (assuming
      on the date of determination the shares of Preferred Stock are converted in
      full
      without regard to any conversion limitations therein), (iii) any additional
      shares of Common Stock issuable in connection with any anti-dilution provisions
      in the Preferred Stock, without giving effect to any limitations on conversion
      set forth in the Certificate of Designation) and (iv) any securities issued
      or
      issuable upon any stock split, dividend or other
      distribution,  recapitalization or similar event with respect to the
      foregoing.

    


    “Registration
      Statement” means the registration statement required to be filed hereunder
      and any additional registration statements contemplated by Section 3(c),
      including (in each case) the Prospectus, amendments and supplements to such
      registration statement or Prospectus, including pre- and post-effective
      amendments, all exhibits thereto, and all material incorporated by reference
      or
      deemed to be incorporated by reference in such registration
      statement.

    


    


    
      
        
          
          

        

        
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    “Rule
      415” means Rule 415 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended or interpreted from time to time, or any
      similar rule or regulation hereafter adopted by the Commission having
      substantially the same purpose and effect as such Rule.

    


    “Rule
      424” means Rule 424 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended or interpreted from time to time, or any
      similar rule or regulation hereafter adopted by the Commission having
      substantially the same purpose and effect as such Rule.

    


    “Selling
      Shareholder Questionnaire” shall have the meaning set forth in Section
      3(a).

    


    “SEC
      Guidance” means (i) any publicly-available written or oral guidance,
      comments, requirements or requests of the Commission staff and (ii) the
      Securities Act.

    


    
      	
               

            	
              2.

            	
              Shelf
                Registration.

            


    

    


    (a)           On
      or prior to each Filing Date, the Company shall prepare and file with the
      Commission a Registration Statement covering the resale of all or such maximum
      portion of the Registrable Securities as permitted by SEC Guidance (provided
      that the Company shall use diligent efforts to advocate with the Commission
      for
      the registration of all of the Registrable Securities in accordance with the
      SEC
      Guidance, including without limitation, the Manual of Publicly Available
      Telephone Interpretations D.29) that are not then registered on an effective
      Registration Statement for an offering to be made on a continuous basis pursuant
      to Rule 415.  The Registration Statement shall be on Form S-3 (except
      if the Company is not then eligible to register for resale the Registrable
      Securities on Form S-3, in which case such registration shall be on another
      appropriate form in accordance herewith) and shall contain (unless otherwise
      directed by at least an 85% majority in interest of the Holders) substantially
      the “Plan of Distribution” attached hereto as Annex
      A.  Subject to the terms of this Agreement, the Company shall use
      its best efforts to cause a Registration Statement to be declared effective
      under the Securities Act as promptly as possible after the filing thereof,
      but
      in any event prior to the applicable Effectiveness Date, and shall use its
      best
      efforts to keep such Registration Statement continuously effective under the
      Securities Act until all Registrable Securities covered by such Registration
      Statement have been sold, or may be sold without volume restrictions pursuant
      to
      Rule 144(k), as determined by the counsel to the Company pursuant to a written
      opinion letter to such effect, addressed and acceptable to the Transfer Agent
      and the affected Holders (the “Effectiveness Period”).  The
      Company shall telephonically request effectiveness of a Registration Statement
      as of 5:00 p.m. New York City time on a Trading Day.   The
      Company shall immediately notify the Holders via facsimile or by e-mail of
      the
      effectiveness of a Registration Statement on the same Trading Day that the
      Company telephonically confirms effectiveness with the Commission, which shall
      be the date requested for effectiveness of such Registration
      Statement.  The Company shall, by 9:30 a.m. New York City time on the
      Trading Day after the effective date of such Registration Statement, file a
      final Prospectus with the Commission as required by Rule 424.  Failure
      to so notify the Holder within 1 Trading Day of such notification of
      effectiveness or failure to file a final Prospectus as foresaid shall be deemed
      an Event under Section 2(b).  Notwithstanding any other provision of
      this Agreement and subject to the payment of liquidated damages pursuant to
      Section 2(b), if any SEC Guidance sets forth a limitation on the number of
      Registrable Securities permitted to be registered on a particular Registration
      Statement (and notwithstanding that the Company used diligent efforts to
      advocate with the Commission for the registration of all or a greater portion
      of
      Registrable Securities), unless otherwise directed in writing by a Holder as
      to
      its Registrable Securities, the number of Registrable Securities to be
      registered on such Registration Statement will first be reduced by Registrable
      Securities represented by shares underlying Preferred Stock (applied, in the
      case that some Underlying Shares may be registered, to the Holders on a pro
      rata
      basis based on the total number of unregistered Underlying Shares held by such
      Holders), and second by Registrable Securities represented by shares of Common
      Stock held long (applied, in the case that some such shares may be registered,
      to the Holders on a pro rata basis based on the total number of unregistered
      shares held by such Holders); provided, however, that, prior to
      any reduction in the number of Registrable Securities included in a Registration
      Statement as set forth in this sentence, the number of shares of Common Stock
      set forth on Schedule 6(b) hereto which shall have been included on such
      Registration Statement shall be removed from the Registration
      Statement.

    


    


    
      
        
          
          

        

        
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    (b)           If:
      (i) the Initial Registration Statement is not filed on or prior to its Filing
      Date (if the Company files the Initial Registration Statement without affording
      the Holders the opportunity to review and comment on the same as required by
      Section 3(a) herein, the Company shall be deemed to have not satisfied this
      clause (i)), or (ii) the Company fails to file with the Commission a request
      for
      acceleration of a Registration Statement in accordance with Rule 461 promulgated
      by the Commission pursuant to the Securities Act, within five Trading Days
      of
      the date that the Company is notified (orally or in writing, whichever is
      earlier) by the Commission that such Registration Statement will not be
“reviewed” or will not be subject to further review, or (iii) prior to the
      effective date of a Registration Statement, the Company fails to file a
      pre-effective amendment and otherwise respond in writing to comments made by
      the
      Commission in respect of such Registration Statement within 10 Trading Days
      after the receipt of comments by or notice from the Commission that such
      amendment is required in order for such Registration Statement to be declared
      effective, or (iv) as to, in the aggregate among all Holders on a pro-rata
      basis
      based on their purchase of the Securities pursuant to the Purchase Agreement,
      a
      Registration Statement registering for resale all of the Initial Shares is
      not
      declared effective by the Commission by the Effectiveness Date of the Initial
      Registration Statement, or (v) all of the Registrable Securities are not
      registered for resale pursuant to one or more effective Registration Statements
      on or before December 31, 2007, or (vi) after the effective date of a
      Registration Statement, such Registration Statement ceases for any reason to
      remain continuously effective as to all Registrable Securities included in
      such
      Registration Statement, or the Holders are otherwise not permitted to utilize
      the Prospectus therein to resell such Registrable Securities, for more than
      10
      consecutive calendar days or more than an aggregate of 15 calendar days (which
      need not be consecutive calendar days) during any 12-month period (any such
      failure or breach being referred to as an “Event”, and for purposes of
      clause (i), (iv) and (v) the date on which such Event occurs, and for purpose
      of
      clause (ii) the date on which such five Trading Day period is exceeded, and
      for
      purpose of clause (iii) the date which such 10 calendar day period is exceeded,
      and for purpose of clause (vi) the date on which such 10 or 15 calendar day
      period, as applicable, is exceeded being referred to as “Event Date”),
      then, in addition to any other rights the Holders may have hereunder or under
      applicable law, on each such Event Date and on each monthly anniversary of
      each
      such Event Date (if the applicable Event shall not have been cured by such
      date)
      until the applicable Event is cured, the Company shall pay to each Holder an
      amount in cash, as partial liquidated damages and not as a penalty, equal to
      2%
      of the aggregate purchase price paid by such Holder pursuant to the Purchase
      Agreement for any unregistered Registrable Securities then held by such
      Holder.  If the Company fails to pay any partial liquidated damages
      pursuant to this Section in full within seven days after the date payable,
      the
      Company will pay interest thereon at a rate of 18% per annum (or such lesser
      maximum amount that is permitted to be paid by applicable law) to the Holder,
      accruing daily from the date such partial liquidated damages are due until
      such
      amounts, plus all such interest thereon, are paid in full. The partial
      liquidated damages pursuant to the terms hereof shall apply on a daily pro
      rata
      basis for any portion of a month prior to the cure of an Event.

    


    


    


    
      
        
          
          

        

        
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              3.

            	
              Registration
                Procedures.

            


    

    


    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

    


    (a)           Not
      less than 5 Trading Days prior to the filing of each Registration Statement
      and
      not less than one Trading Day prior to the filing of any related Prospectus
      or
      any amendment or supplement thereto (including any document that would be
      incorporated or deemed to be incorporated therein by reference), the Company
      shall (i) furnish to each Holder copies of all such documents proposed to be
      filed, which documents (other than those incorporated or deemed to be
      incorporated by reference) will be subject to the review of such Holders and
      (ii) cause its officers and directors, counsel and independent certified public
      accountants to respond to such inquiries as shall be necessary, in the
      reasonable opinion of respective counsel to each Holder, to conduct a reasonable
      investigation within the meaning of the Securities Act. The Company shall not
      file a Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities shall reasonably object in good faith, provided that the Company
      is
      notified of such objection in writing no later than 5 Trading Days after the
      Holders have been so furnished copies of a Registration Statement or 1 Trading
      Day after the Holders have been so furnished copies of any related Prospectus
      or
      amendments or supplements thereto. Each Holder agrees to furnish to the Company
      a completed questionnaire in the form attached to this Agreement as Annex
      B (a “Selling Shareholder Questionnaire”) not less than two Trading
      Days prior to the Filing Date or by the end of the fourth Trading Day following
      the date on which such Holder receives draft materials in accordance with this
      Section.

    


     

     

     

    
 

    


    


    


    
      
        
          
          

        

        
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    (b)           (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to a Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep a Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement (subject to the terms of
      this
      Agreement), and, as so supplemented or amended, to be filed pursuant to Rule
      424; (iii) respond as promptly as reasonably possible to any comments received
      from the Commission with respect to a Registration Statement or any amendment
      thereto and provide as promptly as reasonably possible to the Holders true
      and
      complete copies of all correspondence from and to the Commission relating to
      a
      Registration Statement (provided that the Company may excise any information
      contained therein which would constitute material non-public information as
      to
      any Holder which has not executed a confidentiality agreement with the Company);
      and (iv) comply in all material respects with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of all Registrable
      Securities covered by a Registration Statement during the applicable period
      in
      accordance (subject to the terms of this Agreement) with the intended methods
      of
      disposition by the Holders thereof set forth in such Registration Statement
      as
      so amended or in such Prospectus as so supplemented.

    


    (c)           If
      during the Effectiveness Period, the number of Registrable Securities at any
      time exceeds 100% of the number of shares of Common Stock then registered in
      a
      Registration Statement, then the Company shall file as soon as reasonably
      practicable, but in any case prior to the applicable Filing Date, an additional
      Registration Statement covering the resale by the Holders of not less than
      the
      number of such Registrable Securities.

    


    (d)           Notify
      the Holders of Registrable Securities to be sold (which notice shall, pursuant
      to clauses (iii) through (vi) hereof, be accompanied by an instruction to
      suspend the use of the Prospectus until the requisite changes have been made)
      as
      promptly as reasonably possible (and, in the case of (i)(A) below, not less
      than
      one Trading Day prior to such filing) and (if requested by any such Person)
      confirm such notice in writing no later than one Trading Day following the
      day
      (i)(A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to a Registration Statement is proposed to be filed; (B) when the
      Commission notifies the Company whether there will be a “review” of such
      Registration Statement and whenever the Commission comments in writing on such
      Registration Statement; and (C) with respect to a Registration Statement or
      any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other federal or state governmental authority
      for amendments or supplements to a Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission or any other
      federal or state governmental authority of any stop order suspending the
      effectiveness of a Registration Statement covering any or all of the Registrable
      Securities or the initiation of any Proceedings for that purpose; (iv) of the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threatening of
      any
      Proceeding for such purpose; (v) of the occurrence of any event or passage
      of
      time that makes the financial statements included in a Registration Statement
      ineligible for inclusion therein or any statement made in a Registration
      Statement or Prospectus or any document incorporated or deemed to be
      incorporated therein by reference untrue in any material respect or that
      requires any revisions to a Registration Statement, Prospectus or other
      documents so that, in the case of a Registration Statement or the Prospectus,
      as
      the case may be, it will not contain any untrue statement of a material fact
      or
      omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading; and (vi) of the occurrence or existence of any pending
      corporate development with respect to the Company that the Company believes
      may
      be material and that, in the determination of the Company, makes it not in
      the
      best interest of the Company to allow continued availability of a Registration
      Statement or Prospectus, provided that any and all of such information shall
      remain confidential to each Holder until such information otherwise becomes
      public, unless disclosure by a Holder is required by law; provided,
further, that notwithstanding each Holder’s agreement to keep such
      information confidential, each such Holder makes no acknowledgement that any
      such information is material, non-public information.

    


    


    
      
        
          
          

        

        
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    (e)           Use
      its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of (i) any order stopping or suspending the effectiveness of a Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment.

    


    (f)           Furnish
      to each Holder, without charge, at least one conformed copy of each such
      Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference to the extent requested by such Person, and
      all exhibits to the extent requested by such Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission; provided, that any such item which is available
      on the EDGAR system need not be furnished in physical form.

    


    (g)           Subject
      to the terms of this Agreement, the Company hereby consents to the use of such
      Prospectus and each amendment or supplement thereto by each of the selling
      Holders in connection with the offering and sale of the Registrable Securities
      covered by such Prospectus and any amendment or supplement thereto, except
      after
      the giving of any notice pursuant to Section 3(d).

    


    (h)           
      The Company shall effect a filing with respect to the public offering
      contemplated by each Registration Statement (an “Issuer Filing”) with the
      National Association of Securities Dealers, Inc. (“NASD”) Corporate
      Financing Department pursuant to NASD Rule 2710 as described in proposed NASD
      Rule 2710(b)(10)(A)(i) within one Trading Day of the date that the Registration
      Statement is first filed with the Commission and pay the filing fee required
      by
      such Issuer Filing.  The Company shall use commercially reasonable
      efforts to pursue the Issuer Filing until the NASD issues a letter confirming
      that it does not object to the terms of the offering contemplated by the
      Registration Statement as described in the Plan of Distribution attached hereto
      as Annex A.  A copy of the Issuer Filing and all related
      correspondence to or from the NASD with respect thereto shall be provided to
      FWS.

    


    


    


    


    


    
      
        
          
          

        

        
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    (i)           Prior
      to any resale of Registrable Securities by a Holder, use its commercially
      reasonable efforts to register or qualify or cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from the
      Registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep each
      registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by each Registration Statement; provided, that the Company
      shall not be required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any such jurisdiction where it is not then so subject or file a general consent
      to service of process in any such jurisdiction.

    


    (j)           If
      requested by a Holder, cooperate with such Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to a Registration Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement,
      of all restrictive legends, and to enable such Registrable Securities to be
      in
      such denominations and registered in such names as any such Holder may
      request.

    


    (k)           Upon
      the occurrence of any event contemplated by Section 3(d), as promptly as
      reasonably possible under the circumstances taking into account the Company’s
      good faith assessment of any adverse consequences to the Company and its
      stockholders of the premature disclosure of such event, prepare a supplement
      or
      amendment, including a post-effective amendment, to a Registration Statement
      or
      a supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither a Registration Statement nor such
      Prospectus will contain an 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, in light of the circumstances under which they were made,
      not misleading. If the Company notifies the Holders in accordance with
      clauses (iii) through (vi) of Section 3(d) above to suspend the use of any
      Prospectus until the requisite changes to such Prospectus have been made, then
      the Holders shall suspend use of such Prospectus.  The Company will
      use its best efforts to ensure that the use of the Prospectus may be resumed
      as
      promptly as is practicable.  The Company shall be entitled to exercise
      its right under this Section 3(k) to suspend the availability of a Registration
      Statement and Prospectus, subject to the payment of partial liquidated damages
      otherwise required pursuant to Section 2(b), for a period not to exceed 60
      calendar days (which need not be consecutive days) in any 12 month
      period.

    


    


    


    
      
        
          
          

        

        
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    (l)           Comply
      with all applicable rules and regulations of the Commission.

    


    (m)           The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and, if required by the Commission, the natural persons thereof that
      have
      voting and dispositive control over the shares. During any periods that the
      Company is unable to meet its obligations hereunder with respect to the
      registration of the Registrable Securities solely because any Holder fails
      to
      furnish such information within three Trading Days of the Company’s request, any
      liquidated damages that are accruing at such time as to such Holder only shall
      be tolled and any Event that may otherwise occur solely because of such delay
      shall be suspended as to such Holder only, until such information is delivered
      to the Company.

    


    4.          Registration
      Expenses. All fees and expenses incident to the performance of or compliance
      with this Agreement by the Company shall be borne by the Company whether or
      not
      any Registrable Securities are sold pursuant to a Registration Statement. The
      fees and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses of the Company’s counsel and auditors) (A) with respect to
      filings made with the Commission, (B) with respect to filings required to be
      made with any Trading Market on which the Common Stock is then listed for
      trading, (C) in compliance with applicable state securities or Blue Sky laws
      reasonably agreed to by the Company in writing (including, without limitation,
      fees and disbursements of counsel for the Company in connection with Blue Sky
      qualifications or exemptions of the Registrable Securities) and (D) if not
      previously paid by the Company in connection with an Issuer Filing, with respect
      to any filing that may be required to be made by any broker through which a
      Holder intends to make sales of Registrable Securities with the NASD pursuant
      to
      NASD Rule 2710, so long as the broker is receiving no more than a customary
      brokerage commission in connection with such sale, (ii) printing expenses
      (including, without limitation, expenses of printing certificates for
      Registrable Securities), (iii) messenger, telephone and delivery expenses,
      (iv)
      fees and disbursements of counsel for the Company, (v) Securities Act liability
      insurance, if the Company so desires such insurance, and (vi) fees and expenses
      of all other Persons retained by the Company in connection with the consummation
      of the transactions contemplated by this Agreement.  In addition, the
      Company shall be responsible for all of its internal expenses incurred in
      connection with the consummation of the transactions contemplated by this
      Agreement (including, without limitation, all salaries and expenses of its
      officers and employees performing legal or accounting duties), the expense
      of
      any annual audit and the fees and expenses incurred in connection with the
      listing of the Registrable Securities on any securities exchange as required
      hereunder.  In no event shall the Company be responsible for any
      broker or similar commissions of any Holder or, except to the extent provided
      for in the Transaction Documents, any legal fees or other costs of the
      Holders.

    


    


    


    
      
        
          
          

        

        
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              5.

            	
              Indemnification.

            


    

    


    (a)           Indemnification
      by the Company. The Company shall, notwithstanding any termination of this
      Agreement, indemnify and hold harmless each Holder, the officers, directors,
      members, partners, agents, brokers (including brokers who offer and sell
      Registrable Securities as principal as a result of a pledge or any failure
      to
      perform under a margin call of Common Stock), investment advisors and employees
      (and any other Persons with a functionally equivalent role of a Person holding
      such titles, notwithstanding a lack of such title or any other title) of each
      of
      them, each Person who controls any such Holder (within the meaning of Section
      15
      of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, members, shareholders, partners, agents and employees (and any other
      Persons with a functionally equivalent role of a Person holding such titles,
      notwithstanding a lack of such title or any other title) of each such
      controlling Person, to the fullest extent permitted by applicable law, from
      and
      against any and all losses, claims, damages, liabilities, costs (including,
      without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue or
      alleged untrue statement of a material fact contained in a Registration
      Statement, any Prospectus or any form of prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus, or arising out of or
      relating to any omission or alleged omission of a material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      any
      Prospectus or supplement thereto, in light of the circumstances under which
      they
      were made) not misleading or (2) any violation or alleged violation by the
      Company of the Securities Act, the Exchange Act or any state securities law,
      or
      any rule or regulation thereunder, in connection with the performance of its
      obligations under this Agreement, except to the extent, but only to the extent,
      that (i) such untrue statements or omissions are based solely upon information
      regarding such Holder furnished in writing to the Company by such Holder
      expressly for use therein, or to the extent that such information relates to
      such Holder or such Holder’s proposed method of distribution of Registrable
      Securities and was reviewed and expressly approved in writing by such Holder
      expressly for use in a Registration Statement, such Prospectus or in any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
      of an event of the type specified in Section 3(d)(iii)-(vi), the use by such
      Holder of an outdated or defective Prospectus after the Company has notified
      such Holder in writing that the Prospectus is outdated or defective and prior
      to
      the receipt by such Holder of the Advice contemplated in Section
      6(d).  The Company shall notify the Holders promptly of the
      institution, threat or assertion of any Proceeding arising from or in connection
      with the transactions contemplated by this Agreement of which the Company is
      aware.

    


    


    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    (b)           Indemnification
      by Holders. Each Holder shall, severally and not jointly, indemnify and hold
      harmless the Company, its directors, officers, agents and employees, each Person
      who controls the Company (within the meaning of Section 15 of the Securities
      Act
      and Section 20 of the Exchange Act), and the directors, officers, agents or
      employees of such controlling Persons, to the fullest extent permitted by
      applicable law, from and against all Losses, as incurred, to the extent arising
      out of or based solely upon: (x) such Holder’s failure to comply with the
      prospectus delivery requirements of the Securities Act or (y) any untrue or
      alleged untrue statement of a material fact contained in any Registration
      Statement, any Prospectus, or in any amendment or supplement thereto or in
      any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein not misleading (i) to the extent, but only to the extent,
      that such untrue statement or omission is contained in any information so
      furnished in writing by such Holder to the Company specifically for inclusion
      in
      such Registration Statement or such Prospectus or (ii) to the extent that such
      information relates to such Holder’s proposed method of distribution of
      Registrable Securities and was reviewed and expressly approved in writing by
      such Holder expressly for use in a Registration Statement (it being understood
      that the Holder has approved Annex A hereto for this purpose), such Prospectus
      or in any amendment or supplement thereto or (ii) in the case of an occurrence
      of an event of the type specified in Section 3(d)(iii)-(vi), the use by such
      Holder of an outdated or defective Prospectus after the Company has notified
      such Holder in writing that the Prospectus is outdated or defective and prior
      to
      the receipt by such Holder of the Advice contemplated in Section 6(d). In no
      event shall the liability of any selling Holder hereunder be greater in amount
      than the dollar amount of the net proceeds received by such Holder upon the
      sale
      of the Registrable Securities giving rise to such indemnification
      obligation.

    


    (c)           Conduct
      of Indemnification Proceedings. If any Proceeding shall be brought or
      asserted against any Person entitled to indemnity hereunder (an “Indemnified
      Party”), such Indemnified Party shall promptly notify the Person from whom
      indemnity is sought (the “Indemnifying Party”) in writing, and the
      Indemnifying Party shall have the right to assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      and
      the payment of all fees and expenses incurred in connection with defense
      thereof; provided, that the failure of any Indemnified Party to give such notice
      shall not relieve the Indemnifying Party of its obligations or liabilities
      pursuant to this Agreement, except (and only) to the extent that it shall be
      finally determined by a court of competent jurisdiction (which determination
      is
      not subject to appeal or further review) that such failure shall have prejudiced
      the Indemnifying Party.

    


    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless:  (1) the Indemnifying Party has agreed in writing to pay such
      fees and expenses; (2) the Indemnifying Party shall have failed promptly to
      assume the defense of such Proceeding and to employ counsel reasonably
      satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
      parties to any such Proceeding (including any impleaded parties) include both
      such Indemnified Party and the Indemnifying Party, and counsel to the
      Indemnified Party shall reasonably believe that a material conflict of interest
      is likely to exist if the same counsel were to represent such Indemnified Party
      and the Indemnifying Party (in which case, if such Indemnified Party notifies
      the Indemnifying Party in writing that it elects to employ separate counsel
      at
      the expense of the Indemnifying Party, the Indemnifying Party shall not have
      the
      right to assume the defense thereof and the reasonable fees and expenses of
      no
      more than one separate counsel shall be at the expense of the Indemnifying
      Party).  The Indemnifying Party shall not be liable for any settlement
      of any such Proceeding effected without its written consent, which consent
      shall
      not be unreasonably withheld or delayed.  No Indemnifying Party shall,
      without the prior written consent of the Indemnified Party, effect any
      settlement of any pending Proceeding in respect of which any Indemnified Party
      is a party, unless such settlement includes an unconditional release of such
      Indemnified Party from all liability on claims that are the subject matter
      of
      such Proceeding.

    


    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    Subject
      to the terms of this Agreement, all reasonable fees and expenses of the
      Indemnified Party (including reasonable fees and expenses to the extent incurred
      in connection with investigating or preparing to defend such Proceeding in
      a
      manner not inconsistent with this Section) shall be paid to the Indemnified
      Party, as incurred, within ten Trading Days of written notice thereof to the
      Indemnifying Party; provided, that the Indemnified Party shall promptly
      reimburse the Indemnifying Party for that portion of such fees and expenses
      applicable to such actions for which such Indemnified Party is judicially
      determined to be not entitled to indemnification hereunder.

    


    (d)           Contribution.
      If the indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party or insufficient to hold an Indemnified Party harmless for
      any
      Losses, then each Indemnifying Party shall contribute to the amount paid or
      payable by such Indemnified Party, in such proportion as is appropriate to
      reflect the relative fault of the Indemnifying Party and Indemnified Party
      in
      connection with the actions, statements or omissions that resulted in such
      Losses as well as any other relevant equitable considerations. The relative
      fault of such Indemnifying Party and Indemnified Party shall be determined
      by
      reference to, among other things, whether any action in question, including
      any
      untrue or alleged untrue statement of a material fact or omission or alleged
      omission of a material fact, has been taken or made by, or relates to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such action, statement or omission.  The amount
      paid or payable by a party as a result of any Losses shall be deemed to include,
      subject to the limitations set forth in this Agreement, any reasonable
      attorneys’ or other fees or expenses incurred by such party in connection with
      any Proceeding to the extent such party would have been indemnified for such
      fees or expenses if the indemnification provided for in this Section was
      available to such party in accordance with its terms.

    


    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding
      paragraph.  Notwithstanding the provisions of this Section 5(d), no
      Holder shall be required to contribute, in the aggregate, any amount in excess
      of the amount by which the net proceeds actually received by such Holder from
      the sale of the Registrable Securities subject to the Proceeding exceeds the
      amount of any damages that such Holder has otherwise been required to pay by
      reason of such untrue or alleged untrue statement or omission or alleged
      omission.

    


    


    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

    


    
      	
               

            	
              6.

            	
              Miscellaneous.

            


    

    


    (a)           Remedies.  In
      the event of a breach by the Company or by a Holder of any of their respective
      obligations under this Agreement, each Holder or the Company, as the case may
      be, in addition to being entitled to exercise all rights granted by law and
      under this Agreement, including recovery of damages, shall be entitled to
      specific performance of its rights under this Agreement.  The Company
      and each Holder agree that monetary damages would not provide adequate
      compensation for any losses incurred by reason of a breach by it of any of
      the
      provisions of this Agreement and hereby further agrees that, in the event of
      any
      action for specific performance in respect of such breach, it shall not assert
      or shall waive the defense that a remedy at law would be adequate.

    


    (b)           No
      Piggyback on Registrations; Prohibition on Filing Other Registration
      Statements. Except as set forth on Schedule 6(b) attached hereto,
      neither the Company nor any of its security holders (other than the Holders
      in
      such capacity pursuant hereto) may include securities of the Company in any
      Registration Statements other than the Registrable Securities.  The
      Company shall not file any other registration statements until all Registrable
      Securities are registered pursuant to a Registration Statement that is declared
      effective by the Commission, provided that this Section 6(b) shall not prohibit
      the Company from filing amendments to registration statements filed prior to
      the
      date of this Agreement.

    


    (c)           Compliance.
      Each Holder covenants and agrees that it will comply with the prospectus
      delivery requirements of the Securities Act as applicable to it in connection
      with sales of Registrable Securities pursuant to a Registration
      Statement.

    


    (d)           Discontinued
      Disposition.  By its acquisition of Registrable Securities, each
      Holder agrees that, upon receipt of a notice from the Company of the occurrence
      of any event of the kind described in Section 3(d)(iii) through (vi), such
      Holder will forthwith discontinue disposition of such Registrable Securities
      under a Registration Statement until it is advised in writing (the
“Advice”) by the Company that the use of the applicable Prospectus (as it
      may have been supplemented or amended) may be resumed.  The Company
      will use its best efforts to ensure that the use of the Prospectus may be
      resumed as promptly as it practicable.  The Company agrees and
      acknowledges that any periods during which the Holder is required to discontinue
      the disposition of the Registrable Securities hereunder shall be subject to
      the
      provisions of Section 2(b).

    


    (e)           Piggy-Back
      Registrations. If, at any time during the Effectiveness Period, there is not
      an effective Registration Statement covering all of the Registrable Securities
      and the Company shall determine to prepare and file with the Commission a
      registration statement relating to an offering for its own account or the
      account of others under the Securities Act of any of its equity securities,
      other than on Form S-4 or Form S-8 (each as promulgated under the Securities
      Act) or their then equivalents relating to equity securities to be issued solely
      in connection with any acquisition of any entity or business or equity
      securities issuable in connection with the Company’s stock option or other
      employee benefit plans, then the Company shall deliver to each Holder a written
      notice of such determination and, if within fifteen days after the date of
      the
      delivery of such notice, any such Holder shall so request in writing, the
      Company shall include in such registration statement all or any part of such
      Registrable Securities such Holder requests to be registered; provided,
however, that the Company shall not be required to register any
      Registrable Securities pursuant to this Section 6(e) that are eligible for
      resale pursuant to Rule 144(k) promulgated by the Commission pursuant to the
      Securities Act or that are the subject of a then effective Registration
      Statement.

    


    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    (f)           Amendments
      and Waivers. The provisions of this Agreement, including the provisions of
      this sentence, may not be amended, modified or supplemented, and waivers or
      consents to departures from the provisions hereof may not be given, unless
      the
      same shall be in writing and signed by the Company and the Holders of at least
      67% of the then outstanding Registrable Securities (including, for this purpose
      any Registrable Securities issuable upon exercise or conversion of any
      Security).  If a Registration Statement does not register all of the
      Registrable Securities pursuant to a waiver or amendment done in compliance
      with
      the previous sentence, then the number of Registrable Securities to be
      registered for each Holder shall be reduced pro rata among all Holders and
      each
      Holder shall have the right to designate which of its Registrable Securities
      shall be omitted from such Registration Statement. Notwithstanding the
      foregoing, a waiver or consent to depart from the provisions hereof with respect
      to a matter that relates exclusively to the rights of a Holder or some Holders
      and that does not directly or indirectly affect the rights of other Holders
      may
      be given by such Holder or Holders of all of the Registrable Securities to
      which
      such waiver or consent relates; provided, however, that the
      provisions of this sentence may not be amended, modified, or supplemented except
      in accordance with the provisions of the first  sentence of this
      Section 6(f).

    


    (g)           Notices.
      Any and all notices or other communications or deliveries required or permitted
      to be provided hereunder shall be delivered as set forth in the Purchase
      Agreement.

    


    (h)           Successors
      and Assigns. This Agreement shall inure to the benefit of and be binding
      upon the successors and permitted assigns of each of the parties and shall
      inure
      to the benefit of each Holder. The Company may not assign (except by merger)
      its
      rights or obligations hereunder without the prior written consent of all of
      the
      Holders of the then outstanding Registrable Securities. Each Holder may assign
      their respective rights hereunder in the manner and to the Persons as permitted
      under the Purchase Agreement.

    


    (i)           No
      Inconsistent Agreements.  Neither the Company nor any of its
      Subsidiaries has entered, as of the date hereof, nor shall the Company or any
      of
      its Subsidiaries, on or after the date of this Agreement, enter into any
      agreement with respect to its securities, that would have the effect of
      impairing the rights granted to the Holders in this Agreement or otherwise
      conflicts with the provisions hereof.  Except as set forth on
Schedule 6(i), neither the Company nor any of its Subsidiaries has
      previously entered into any agreement granting any registration rights with
      respect to any of its securities to any Person that have not been satisfied
      in
      full.  This Agreement supersedes any prior agreements made
      between a Holder and the Company that relate to the registration of shares
      of
      Common Stock that have not been registered under the Securities Act or that
      are
      not yet eligible for resale pursuant to Rule 144(k).

    


    


    


    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    (j)           Execution
      and Counterparts. This Agreement may be executed in two or more
      counterparts, all of which when taken together shall be considered one and
      the
      same agreement and shall become effective when counterparts have been signed
      by
      each party and delivered to the other party, it being understood that both
      parties need not sign the same counterpart.  In the event that any
      signature is delivered by facsimile transmission 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.

    


    (k)           Governing
      Law.  All questions concerning the construction, validity,
      enforcement and interpretation of this Agreement shall be determined in
      accordance with the provisions of the Purchase Agreement.

    


    (l)           Cumulative
      Remedies. The remedies provided herein are cumulative and not exclusive of
      any other remedies provided by law.

    


    (m)           Severability.
      If any term, provision, covenant or restriction of this Agreement is held by
      a
      court of competent jurisdiction to be invalid, illegal, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions set forth
      herein shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated, and the parties hereto shall use their commercially
      reasonable efforts to find and employ an alternative means to achieve the same
      or substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

    


    (n)           Headings.
      The headings in this Agreement are for convenience only, do not constitute
      a
      part of the Agreement and shall not be deemed to limit or affect any of the
      provisions hereof.

    


    (o)           Independent
      Nature of Holders’ Obligations and Rights. The obligations of each Holder
      hereunder are several and not joint with the obligations of any other Holder
      hereunder, and no Holder shall be responsible in any way for the performance
      of
      the obligations of any other Holder hereunder. Nothing contained herein or
      in
      any other agreement or document delivered at any closing, and no action taken
      by
      any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders
      as a partnership, an association, a joint venture or any other kind of entity,
      or create a presumption that the Holders are in any way acting in concert with
      respect to such obligations or the transactions contemplated by this Agreement.
      Each Holder shall be entitled to protect and enforce its rights, including
      without limitation the rights arising out of this Agreement, and it shall not
      be
      necessary for any other Holder to be joined as an additional party in any
      proceeding for such purpose.

    


    ********************

    


    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

    


    
      	 	
              OXFORD
                MEDIA, INC.

            
	 	 
	 	 
	 	
              By:
                _____________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    


    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
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    [SIGNATURE
      PAGE OF HOLDERS TO OXMI RRA]

    


    


    Name
      of
      Holder: __________________________

    


    Signature
      of Authorized Signatory of Holder: __________________________

    


    Name
      of
      Authorized Signatory: _________________________

    


    Title
      of
      Authorized Signatory: __________________________

    


    


    


    [SIGNATURE
      PAGES CONTINUE]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
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    Annex
      A

    


    Plan
      of Distribution

    


    Each
      Selling Stockholder (the “Selling Stockholders”) of the common stock and
      any of their pledgees, assignees and successors-in-interest may, from time
      to
      time, sell any or all of their shares of common stock on the [principal Trading
      Market] or any other stock exchange, market or trading facility on which the
      shares are traded or in private transactions.  These sales may be at
      fixed or negotiated prices.  A Selling Stockholder may use any one or
      more of the following methods when selling shares:

     

    
      	
               

            	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	
               

            	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	
               

            	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	
               

            	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	
               

            	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	
               

            	
              ·

            	
              settlement
                of short sales entered into after the effective date of the registration
                statement of which this prospectus is a
                part;

            


    

     

    
      	
               

            	
              ·

            	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	
               

            	
              ·

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or
                otherwise;

            


    

     

    
      	
               

            	
              ·

            	
              a
                combination of any such methods of sale;
                or

            


    

     

    
      	
               

            	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities Act”), if available, rather than
      under this prospectus.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales.  Broker-dealers may receive commissions or
      discounts from the Selling Stockholders (or, if any broker-dealer acts as agent
      for the purchaser of shares, from the purchaser) in amounts to be negotiated,
      but, except as set forth in a supplement to this Prospectus, in the case of
      an
      agency transaction not in excess of a customary brokerage commission in
      compliance with NASDR Rule 2440; and in the case of a principal transaction
      a
      markup or markdown in compliance with NASDR IM-2440.

     

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    In
      connection with the sale of the common stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume.  The Selling
      Stockholders may also sell shares of the common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities.  The
      Selling Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales.  In such event, any
      commissions received by such broker-dealers or agents and any profit on the
      resale of the shares purchased by them may be deemed to be underwriting
      commissions or discounts under the Securities Act.  Each Selling
      Stockholder has informed the Company that it does not have any written or oral
      agreement or understanding, directly or indirectly, with any person to
      distribute the Common Stock. In no event shall any broker-dealer receive fees,
      commissions and markups which, in the aggregate, would exceed eight percent
      (8%).

     

    The
      Company is required to pay certain fees and expenses incurred by the Company
      incident to the registration of the shares.  The Company has agreed to
      indemnify the Selling Stockholders against certain losses, claims, damages
      and
      liabilities, including liabilities under the Securities Act.

     

    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act including Rule 172 thereunder.  In addition, any
      securities covered by this prospectus which qualify for sale pursuant to Rule
      144 under the Securities Act may be sold under Rule 144 rather than under this
      prospectus.  There is no underwriter or coordinating broker acting in
      connection with the proposed sale of the resale shares by the Selling
      Stockholders.

     

    We
      agreed
      to keep this prospectus effective until the earlier of (i) the date on which
      the
      shares may be resold by the Selling Stockholders without registration and
      without regard to any volume limitations by reason of Rule 144(k) under the
      Securities Act or any other rule of similar effect or (ii) all of the shares
      have been sold pursuant to this prospectus or Rule 144 under the Securities
      Act
      or any other rule of similar effect.  The resale shares will be sold
      only through registered or licensed brokers or dealers if required under
      applicable state securities laws. In addition, in certain states, the resale
      shares may not be sold unless they have been registered or qualified for sale
      in
      the applicable state or an exemption from the registration or qualification
      requirement is available and is complied with.

     

    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to the common stock for the applicable restricted
      period, as defined in Regulation M, prior to the commencement of the
      distribution.  In addition, the Selling Stockholders will be subject
      to applicable provisions of the Exchange Act and the rules and regulations
      thereunder, including Regulation M, which may limit the timing of purchases
      and
      sales of shares of the common stock by the Selling Stockholders or any other
      person.  We will make copies of this prospectus available to the
      Selling Stockholders and have informed them of the need to deliver a copy of
      this prospectus to each purchaser at or prior to the time of the sale (including
      by compliance with Rule 172 under the Securities Act).

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


    Annex
      B

     

    OXFORD
      MEDIA, INC.

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock (the “Registrable
      Securities”) of Oxford Media, Inc., a Delaware corporation (the
“Company”), understands that the Company has filed or intends to file
      with the Securities and Exchange Commission (the “Commission”) a
      registration statement (the “Registration Statement”) for the
      registration and resale under Rule 415 of the Securities Act of 1933, as amended
      (the “Securities Act”), of the Registrable Securities, in accordance with
      the terms of the Registration Rights Agreement (the “Registration Rights
      Agreement”) to which this document is annexed.  A copy of the
      Registration Rights Agreement is available from the Company upon request at
      the
      address set forth below.  All capitalized terms not otherwise defined
      herein shall have the meanings ascribed thereto in the Registration Rights
      Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus.  Accordingly,
      holders and beneficial owners of Registrable Securities are advised to consult
      their own securities law counsel regarding the consequences of being named
      or
      not being named as a selling securityholder in the Registration Statement and
      the related prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling Securityholder”) of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it in the Registration Statement.

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    


    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    
      	
              1.

            	
              Name.

            


    

     

    
      	
               

            	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

    
      	 	 	
              
 


    

     

    
      	
               

            	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities are
                held:

            


    

    
       

      
        	 	 	
                
 


      

       

    

    
      	
               

            	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by this
                Questionnaire):

            


    

    
       

      
        	 	 	
                
 


      

       

    

    2.  Address
      for Notices to Selling Securityholder:

     

    
      

      

      

    

    
      	
              Telephone:

            	
              ____________________________________

            


    

    
      	
              Fax:

            	
               __________________________________

            


    

    
      	
              Contact
                Person:

            	
              ___________________________

            


    

    


    3.  Broker-Dealer
      Status:

     

    
      	
               

            	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes       No   

     

    
      	
               

            	
              (b)

            	
              If
                “yes” to Section 3(a), did you receive your Registrable Securities as
                compensation for investment banking services to the
                Company?

            


    

     

    
      Yes       No   

       

    

    
      	
            	
              Note:

            	
              If
                “no” to Section 3(b), the Commission’s staff has indicated that you should
                be identified as an underwriter in the Registration
                Statement.

            


    

     

    


    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    


    
      	
               

            	
              (c)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    
      Yes       No   

       

    

    
      	
               

            	
              (d)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                purchased
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

     

    
      Yes       No   

    

     

    
      	
            	
              Note:

            	
              If
                “no” to Section 3(d), the Commission’s staff has indicated that you should
                be identified as an underwriter in the Registration
                Statement.

            


    

     

    4.  Beneficial
      Ownership of Securities of the Company Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 4, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the securities
      issuable pursuant to the Purchase Agreement.

     

    
      	
               

            	
              (a)

            	
              Type
                and Amount of other securities beneficially owned by the Selling
                Securityholder:

            


    

    
      
         

        
          	 	 	
                  

                  
 


        

         

      



     

    


     

    


     

    


     

    


     

    


     

    


     

    


    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


    5.  Relationships
      with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    
      	
               

            	
              State
                any exceptions here:

            


    

    
      
         

        
          	 	 	
                  

                  
 


        

         

         

      

    

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 5 and the inclusion of such
      information in the Registration Statement and the related prospectus and any amendments or supplements
      thereto.  The undersigned understands that such information
      will be relied upon by the Company in connection with the preparation or
      amendment of the Registration Statement and the related prospectus.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    
      	
              Date:
                _____________________

            	
              Beneficial
                Owner: _____________________

            
	 	 	 
	 	
              By:

            	
              ______________________________

            
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    


     

    


    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      6(b)

    


    Permitted
      Registration Rights

    


    Pursuant
      to the terms and conditions of a Settlement and Release Agreement entered into
      David L. Parker, the Company will, among other things, issue to Parker 6,300,000
      shares of its common stock and be obligated to afford to Parker the same
      registration rights as provided under this Registration Rights
      Agreement.

    


    Pursuant
      to the terms and conditions of the Securities Exchange Agreement the following
      “Holders” under the Securities Exchange Agreement shall be afforded all rights
      and preferences as a “Holder” hereunder with regard to the number of shares of
      Series “C” Preferred Stock designated next to each such person:

    


    
      	
              Palisades
                Master Fund, LP

            	 	
              6,407.0373

            
	
              Midsummer
                Investment Fund

            	 	
              3,093.2811

            
	
              Longview
                Fund, L.P.

            	 	
              2,652.7661

            
	
              Camofi
                Master LDC

            	 	
              1,048.4932

            
	
              Crescent
                International, Ltd.

            	 	
              524.2466

            
	
              Plus
                Four Private Equities, L.P.

            	 	
              524.2466

            
	
              Lew
                Jaffe

            	 	
              104.8493

            
	
              Dave
                Parker

            	 	
              104.8493

            
	
              Marital
                Trust U/T Richard L. Owens,

              Trustee,
                Dated 11-24-92

            	 	
              639.2709

            
	
              Marsha
                S. Glazer

            	 	
              639.2709

            
	
              Andrew
                Rubenstein

            	 	
              26.0927

            
	
              Marital
                Trust U/T Richard L. Owens,

              Trustee,
                Dated 11-24-92

            	 	
              6.8008

            
	
              Marsha
                S. Glazer

            	 	
              6.8008

            
	
              Andrew
                Rubenstein

            	 	
              0.2776

            
	
              Edward
                Kelly

            	 	
              6.5181

            
	
              Paul
                & Kathleen Kelly

            	 	
              6.5181

            
	
              Lew
                Jaffe

            	 	
              37.2299

            


    

    


    


    


    


     

    


     

    


     

     

    25