oxford8k071607ex10-5.htm


    
      

      

    

    EXHIBIT
      10.5

     

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR
      THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT

    


    


    
      	
              Original
                Issue Date: July 16, 2007

            	
              $2,894,736.84
                USD

            


    

    


    


    12%
      SENIOR SECURED DEBENTURE

    DUE
      JULY 16, 2011

    


    THIS
      DEBENTURE is one of a series of duly authorized and validly issued 12% Senior
      Secured Debentures of Oxford Media, Inc., a Nevada corporation, (the
“Company”), having its principal place of business at One Technology
      Drive, Building H, Irvine, California, 92618, designated as its 12% Senior
      Secured Debenture due July 16, 2011 (this debenture, the “Debenture” and,
      collectively with the other debentures of such series, the
“Debentures”).

    


    FOR
      VALUE
      RECEIVED, the Company promises to pay to CANTONE OFFICE CENTER, LLC, or its
      registered assigns (the “Holder”), or shall have paid pursuant to the
      terms hereunder, the principal sum of $2,894,736.84 in accordance with the
      provision of this Debenture and particularly Section 2 below.  This
      Debenture is subject to the following additional provisions:

    


    Section
      1.         Definitions.  For
      the purposes hereof, in addition to the terms defined elsewhere in this
      Debenture, (a) capitalized terms not otherwise defined herein shall have the
      meanings set forth in the Purchase Agreement and (b) the following terms shall
      have the following meanings:

    


    “Bankruptcy
      Event” means any of the following events: (a) the Company or any Significant
      Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof
      commences a case or other proceeding under any bankruptcy, reorganization,
      arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
      or
      liquidation or similar law of any jurisdiction relating to the Company or any
      Significant Subsidiary thereof; (b) there is commenced against the Company
      or
      any Significant Subsidiary thereof any such case or proceeding that is not
      dismissed within 60 days after commencement; (c) the Company or any Significant
      Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief
      or other order approving any such case or proceeding is entered; (d) the Company
      or any Significant Subsidiary thereof suffers any appointment of any custodian
      or the like for it or any substantial part of its property that is not
      discharged or stayed within 60 calendar days after such appointment; (e) the
      Company or any Significant Subsidiary thereof makes a general assignment for
      the
      benefit of creditors; (f) the Company or any Significant Subsidiary thereof
      calls a meeting of its creditors with a view to arranging a composition,
      adjustment or restructuring of its debts; or (g) the Company or any Significant
      Subsidiary thereof, by any act or failure to act, expressly indicates its
      consent to, approval of or acquiescence in any of the foregoing or takes any
      corporate or other action for the purpose of effecting any of the
      foregoing.

    


    


    
      
        
           

        

        
          1

          
            

          

        

        
           

        

      

    

    


    “Business
      Day” means any day except Saturday, Sunday, any day which shall be a federal
      legal holiday in the United States or any day on which banking institutions
      in
      the State of New York are authorized or required by law or other governmental
      action to close.

    


    “Change
      of Control Transaction” means the occurrence after the date hereof of any of
      (i) an acquisition after the date hereof by an individual or legal entity or
      “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
      effective control (whether through legal or beneficial ownership of capital
      stock of the Company, by contract or otherwise) of in excess of 33% of the
      voting securities of the Company, or (ii) the Company merges into or
      consolidates with any other Person, or any Person merges into or consolidates
      with the Company and, after giving effect to such transaction, the stockholders
      of the Company immediately prior to such transaction own less than 66% of the
      aggregate voting power of the Company or the successor entity of such
      transaction, or (iii) the Company sells or transfers all or substantially all
      of
      its assets to another Person and the stockholders of the Company immediately
      prior to such transaction own less than 66% of the aggregate voting power of
      the
      acquiring entity immediately after the transaction, or (iv) a replacement at
      one
      time or within a three year period of more than one-half of the members of
      the
      Company’s board of directors which is not approved by a majority of those
      individuals who are members of the board of directors on the date hereof (or
      by
      those individuals who are serving as members of the board of directors on any
      date whose nomination to the board of directors was approved by a majority
      of
      the members of the board of directors who are members on the date hereof),
      or
      (v) the execution by the Company of an agreement to which the
      Company  is a party or by which it is bound, providing for any of the
      events set forth in clauses (i) through (iv) above.

    


    “Debenture
      Register” shall have the meaning set forth in Section 2(c).

    


    “Effectiveness
      Period” shall have the meaning set forth in the Registration Rights
      Agreement.

    


    “Event
      of Default” shall have the meaning set forth in Section 6.

    


    “Interest
      Payment Date” shall have the meaning set forth in Section 2(a).

    


    


    
      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

    


    “Late
      Fees” shall have the meaning set forth in Section 2(d).

    


    “Mandatory
      Default Amount” means the sum of (i) 130% of the outstanding principal
      amount of this Debenture, plus 100% of all accrued and unpaid interest hereon
      and (ii) all other amounts, costs, expenses and liquidated damages due in
      respect of this Debenture.

    


    “New
      York Courts” shall have the meaning set forth in Section 7(d).

    


    “Original
      Issue Date” means the date of the first issuance of the Debentures,
      regardless of any transfers of any Debenture and regardless of the number of
      instruments which may be issued to evidence such Debentures.

    


    “Permitted
      Indebtedness” means the Indebtedness existing on the Original Issue Date and
      set forth on Schedule 3.1(aa) attached to the Purchase
      Agreement.

    


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

     

    “Purchase
      Agreement” means the Securities Purchase Agreement, dated as of July 16,
      2007, among the Company and the original Holders, as amended, modified or
      supplemented from time to time in accordance with its terms.

    


    “Registration
      Rights Agreement” means the Registration Rights Agreement, dated as of the
      date of the Purchase Agreement, among the Company and the original Holders,
      as
      amended, modified or supplemented from time to time in accordance with its
      terms.

    


    “Registration
      Statement” means a registration statement that registers the resale of all
      Underlying Shares of the Holder, names such Holder as a “selling stockholder”
therein, and meets the requirements of the Registration Rights
      Agreement.

    


    


    
      
        
           

        

        
          3

          
            

          

        

        
           

        

      

    

    


    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and
      regulations promulgated thereunder.

    


    “Subsidiary”
      shall have the meaning set forth in the Purchase Agreement.

    


    “Trading
      Day” means a day on which the principal Trading Market is open for
      business.

    


    “Trading
      Market” means the following markets or exchanges on which the Common Stock
      is listed or quoted for trading on the date in question: the American Stock
      Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
      Select Market, the New York Stock Exchange or the OTC Bulletin
      Board.

    


    
      	
            	
              Section
                2.

            	
               
                Interest and Repayment
                Obligations.

            


    

    


    a)           Payment
      of Interest. The Company shall pay interest to the Holder on the aggregate
      then outstanding principal amount of this Debenture at the rate of 12% per
      annum, payable quarterly within 3 Business Days of January 1, April 1, July
      1
      and October 1, beginning on the first such date after the Original Issue Date
      and on each Maturity Date (each such date, an “Interest Payment Date”),
      in cash.

    


    b)           Payment
      of Principal.  The Company shall repay principal to the Holder in
      eight (8) equal installments at the same time interest payments are due
      hereunder commencing on September 30, 2009, with all remaining amounts due
      hereunder to be paid in full on July 16, 2011 (each such date as to the
      applicable principal amount under this Debenture, a “Maturity Date” or
      such earlier date as this Debenture is required or permitted to be repaid as
      provided for under this Debenture.

    


    c)           Interest
      Calculations. Interest shall be calculated on the basis of a 360-day year,
      consisting of twelve 30 calendar day periods, and shall accrue daily commencing
      on the Original Issue Date until payment in full of the outstanding principal,
      together with all accrued and unpaid interest, liquidated damages and other
      amounts which may become due hereunder, has been made.  Interest
      hereunder will be paid to the Person in whose name this Debenture is registered
      on the records of the Company regarding registration and transfers of this
      Debenture (the “Debenture Register”).

    


    d)           Late
      Fee.  All overdue accrued and unpaid interest to be paid hereunder
      shall entail a late fee at an interest rate equal to the lesser of 18% per
      annum
      or the maximum rate permitted by applicable law (“Late Fees”) which shall
      accrue daily from the date such interest is due hereunder through and including
      the date of payment in full.

    


    e)           Prepayment.  Except
      as otherwise set forth in this Debenture, the Company may not prepay any portion
      of the principal amount of this Debenture without the prior written consent
      of
      the Holder.

    


    


    
      
        
           

        

        
          4

          
            

          

        

        
           

        

      

    

    


    
      	
               

            	
              Section
                3.

            	
              Registration
                of Transfers and Exchanges.

            


    

    


    a)           Different
      Denominations. This Debenture is exchangeable for an equal aggregate
      principal amount of Debentures of different authorized denominations, as
      requested by the Holder surrendering the same.  No service charge will
      be payable for such registration of exchange.

    


    b)           Investment
      Representations. This Debenture has been issued subject to certain
      investment representations of the original Holder set forth in the Purchase
      Agreement and may be transferred or exchanged only in compliance with the
      Purchase Agreement and applicable federal and state securities laws and
      regulations.

    


    c)           Reliance
      on Debenture Register. Prior to due presentment for transfer to the Company
      of this Debenture, the Company and any agent of the Company may treat the Person
      in whose name this Debenture is duly registered on the Debenture Register as
      the
      owner hereof for the purpose of receiving payment as herein provided and for
      all
      other purposes, whether or not this Debenture is overdue, and neither the
      Company nor any such agent shall be affected by notice to the
      contrary.

    


    
      	
               

            	
              Section
                4.

            	
              [INTENTIONALLY
                DELETED].

            


    

    


    Section
      5.           Negative
      Covenants. As long as any portion of this Debenture remains outstanding,
      unless the holders of at least 75% in principal amount of the then outstanding
      Debentures shall have otherwise given prior written consent, the Company shall
      not, and shall not permit any of its subsidiaries (whether or not a Subsidiary
      on the Original Issue Date) to, directly or indirectly:

    


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

    


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

    


    c)           amend
      its charter documents, including, without limitation, its certificate of
      incorporation and bylaws, in any manner that materially and adversely affects
      any rights of the Holder;

    


    d)           repay,
      repurchase or offer to repay, repurchase or otherwise acquire more than a
deminimis number of shares of its Common Stock or Common Stock
      Equivalents other than as to (a) the Warrant Shares as permitted or required
      under the Transaction Documents and (b) repurchases of Common Stock or Common
      Stock Equivalents of departing officers and directors of the Company, provided
      that such repurchases shall not exceed an aggregate of $100,000 for all officers
      and directors during the term of this Debenture;

    


    


    
      
        
           

        

        
          5

          
            

          

        

        
           

        

      

    

    


    e)           pay
      cash dividends or distributions on any equity securities of the
      Company;

    


    f)           enter
      into any transaction with any Affiliate of the Company which would be required
      to be disclosed in any public filing with the Commission, unless such
      transaction is made on an arm’s-length basis and expressly approved by a
      majority of the disinterested directors of the Company (even if less than a
      quorum otherwise required for board approval); or

    


    g)           enter
      into any agreement with respect to any of the foregoing.

    


    
      	
            	
              Section
                6.

            	
              Events
                of Default.

            


    

    


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

    


    i.           any
      default in the payment of (A) the principal amount of any Debenture or (B)
      interest, liquidated damages and other amounts owing to a Holder on any
      Debenture, as and when the same shall become due and payable (whether on a
      Maturity Date or by acceleration or otherwise) which default, solely in the
      case
      of an interest payment or other default under clause (B) above, is not cured
      within 3 Trading Days;

    


    ii.           the
      Company shall fail to observe or perform any other covenant or agreement
      contained in the Debentures which failure is not cured, if possible to cure,
      within the earlier to occur of (A) 5 Trading Days after notice of such failure
      sent by the Holder or by any other Holder and (B) 10 Trading Days after the
      Company has become or should have become aware of such failure;

    


    iii.           a
      default or event of default (subject to any grace or cure period provided in
      the
      applicable agreement, document or instrument) shall occur under (A) any of
      the
      Transaction Documents or (B) any other material agreement, lease, document
      or
      instrument to which the Company or any Subsidiary is obligated (and not covered
      by clause (vi) below);

    


    iv.           any
      representation or warranty made in this Debenture, any other Transaction
      Documents, any written statement pursuant hereto or thereto or any other report,
      financial statement or certificate made or delivered to the Holder or any other
      Holder shall be untrue or incorrect in any material respect as of the date
      when
      made or deemed made;

    


    


    
      
        
           

        

        
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    v.           the
      Company or any Significant Subsidiary shall be subject to a Bankruptcy
      Event;

    


    vi.           the
      Company or any Subsidiary shall default on any of its obligations under any
      mortgage, credit agreement or other facility, indenture agreement, factoring
      agreement or other instrument under which there may be issued, or by which
      there
      may be secured or evidenced, any indebtedness for borrowed money or money due
      under any long term leasing or factoring arrangement that (a) involves an
      obligation greater than $150,000, whether such indebtedness now exists or shall
      hereafter be created, and (b) results in such indebtedness becoming or being
      declared due and payable prior to the date on which it would otherwise become
      due and payable;

    


    vii.           the
      Common Stock shall not be eligible for listing or quotation for trading on
      a
      Trading Market and shall not be eligible to resume listing or quotation for
      trading thereon within five Trading Days;

    


    viii.           the
      Company shall be a party to any Change of Control Transaction or Fundamental
      Transaction or shall agree to sell or dispose of all or in excess of 33% of
      its
      assets in one transaction or a series of related transactions (whether or not
      such sale would constitute a Change of Control Transaction);

    


    ix.           the
      initial Registration Statement shall not have been declared effective by the
      Commission on or prior to the 180th calendar
      day
      after the Closing Date;

    


    x.           if,
      during the Effectiveness Period (as defined in the Registration Rights
      Agreement), either (a) the effectiveness of the Registration Statement lapses
      for any reason or (b) the Holder shall not be permitted to resell Registrable
      Securities (as defined in the Registration Rights Agreement) under the
      Registration Statement for a period of more than 20 consecutive Trading Days
      or
      30 non-consecutive Trading Days during any 12 month period; provided,
however, that if the Company is negotiating a merger, consolidation,
      acquisition or sale of all or substantially all of its assets or a similar
      transaction and, in the written opinion of counsel to the Company, the
      Registration Statement would be required to be amended to include information
      concerning such pending transaction(s) or the parties thereto which information
      is not available or may not be publicly disclosed at the time, the Company
      shall
      be permitted an additional 10 consecutive Trading Days during any 12 month
      period pursuant to this Section 8(a)(x); or

    


    


    
      
        
           

        

        
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    xi.           any
      monetary judgment, writ or similar final process shall be entered or filed
      against the Company, any subsidiary or any of their respective property or
      other
      assets for more than $50,000, and such judgment, writ or similar final process
      shall remain unvacated, unbonded or unstayed for a period of 45 calendar
      days.

    


    b)           Remedies
      Upon Event of Default. If any Event of Default occurs, the outstanding
      principal amount of this Debenture, plus accrued but unpaid interest, liquidated
      damages and other amounts owing in respect thereof through the date of
      acceleration, shall become, at the Holder’s election, immediately due and
      payable in cash at the Mandatory Default Amount.  Commencing 5 days
      after the occurrence of any Event of Default that results in the eventual
      acceleration of this Debenture, the interest rate on this Debenture shall accrue
      at an interest rate equal to the lesser of 18% per annum or the maximum rate
      permitted under applicable law.  Upon the payment in full of the
      Mandatory Default Amount, the Holder shall promptly surrender this Debenture
      to
      or as directed by the Company.  In connection with such acceleration
      described herein, the Holder need not provide, and the Company hereby waives,
      any presentment, demand, protest or other notice of any kind, and the Holder
      may
      immediately and without expiration of any grace period enforce any and all
      of
      its rights and remedies hereunder and all other remedies available to it under
      applicable law.  Such acceleration may be rescinded and annulled by
      Holder at any time prior to payment hereunder and the Holder shall have all
      rights as a holder of the Debenture until such time, if any, as the Holder
      receives full payment pursuant to this Section 6(b).  No such
      rescission or annulment shall affect any subsequent Event of Default or impair
      any right consequent thereon.


    


    
      	
            	
              Section
                7.

            	
              Miscellaneous.

            


    

    


    a)           Notices.  Any
      and all notices or other communications or deliveries to be provided by the
      Holder hereunder, shall be in writing and delivered personally, by facsimile,
      or
      sent by a nationally recognized overnight courier service, addressed to the
      Company, at the address set forth above, or such other facsimile number or
      address as the Company may specify for such purpose by notice to the Holder
      delivered in accordance with this Section 7.  Any and all notices or
      other communications or deliveries to be provided by the Company hereunder
      shall
      be in writing and delivered personally, by facsimile, or sent by a nationally
      recognized overnight courier service addressed to each Holder at the facsimile
      number or address of such Holder appearing on the books of the Company, or
      if no
      such facsimile number or address appears, at the principal place of business
      of
      the Holder.  Any notice or other communication or deliveries hereunder
      shall be deemed given and effective on the earliest of (i) the date of
      transmission, if such notice or communication is delivered via facsimile at
      the
      facsimile number specified in this Section 7 prior to 5:30 p.m. (New York City
      time), (ii) the date immediately following the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile number
      specified in this Section 9 between 5:30 p.m. (New York City time) and 11:59
      p.m. (New York City time) on any date, (iii) the second Business Day following
      the date of mailing, if sent by nationally recognized overnight courier service,
      or (iv) upon actual receipt by the party to whom such notice is required to
      be
      given.

    


    


    
      
        
           

        

        
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    b)           Absolute
      Obligation. Except as expressly provided herein, no provision of this
      Debenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of, liquidated damages and accrued
      interest, as applicable, on this Debenture at the time, place, and rate, and
      in
      the coin or currency, herein prescribed.  This Debenture is a direct
      debt obligation of the Company.  This Debenture ranks
paripassu with all other Debentures now or hereafter issued under
      the terms set forth herein.

    


    c)           Lost
      or Mutilated Debenture.  If this Debenture shall be mutilated,
      lost, stolen or destroyed, the Company shall execute and deliver, in exchange
      and substitution for and upon cancellation of a mutilated Debenture, or in
      lieu
      of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture
      for the principal amount of this Debenture so mutilated, lost, stolen or
      destroyed, but only upon receipt of evidence of such loss, theft or destruction
      of such Debenture, and of the ownership hereof, reasonably satisfactory to
      the
      Company.

    


    d)           Governing
      Law.  All questions concerning the construction, validity,
      enforcement and interpretation of this Debenture shall be governed by and
      construed and enforced in accordance with the internal laws of the State of
      New
      York, without regard to the principles of conflict of laws
      thereof.  Each party agrees that all legal proceedings concerning the
      interpretation, enforcement and defense of the transactions contemplated by
      any
      of the Transaction Documents (whether brought against a party hereto or its
      respective Affiliates, directors, officers, shareholders, employees or agents)
      shall be commenced in the state and federal courts sitting in the City of New
      York, Borough of Manhattan (the “New York Courts”).  Each party
      hereto hereby irrevocably submits to the exclusive jurisdiction of the New
      York
      Courts for the adjudication of any dispute hereunder or in connection herewith
      or with any transaction contemplated hereby or discussed herein (including
      with
      respect to the enforcement of any of the Transaction Documents), and hereby
      irrevocably waives, and agrees not to assert in any suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction of such New
      York
      Courts, or such New York Courts are improper or inconvenient venue for such
      proceeding.  Each party hereby irrevocably waives personal service of
      process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Debenture and agrees that such service
      shall
      constitute good and sufficient service of process and notice
      thereof.  Nothing contained herein shall be deemed to limit in any way
      any right to serve process in any other manner permitted by applicable law.
      Each
      party hereto hereby irrevocably waives, to the fullest extent permitted by
      applicable law, any and all right to trial by jury in any legal proceeding
      arising out of or relating to this Debenture or the transactions contemplated
      hereby. If either party shall commence an action or proceeding to enforce any
      provisions of this Debenture, then the prevailing party in such action or
      proceeding shall be reimbursed by the other party for its attorneys fees and
      other costs and expenses incurred in the investigation, preparation and
      prosecution of such action or proceeding.

    


    


    
      
        
           

        

        
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    e)           Waiver.  Any
      waiver by the Company or the Holder of a breach of any provision of this
      Debenture shall not operate as or be construed to be a waiver of any other
      breach of such provision or of any breach of any other provision of this
      Debenture.  The failure of the Company or the Holder to insist upon
      strict adherence to any term of this Debenture on one or more occasions shall
      not be considered a waiver or deprive that party of the right thereafter to
      insist upon strict adherence to that term or any other term of this
      Debenture.  Any waiver by the Company or the Holder must be in
      writing.

    


    f)           Severability.  If
      any provision of this Debenture is invalid, illegal or unenforceable, the
      balance of this Debenture shall remain in effect, and if any provision is
      inapplicable to any Person or circumstance, it shall nevertheless remain
      applicable to all other Persons and circumstances.  If it shall be
      found that any interest or other amount deemed interest due hereunder violates
      the applicable law governing usury, the applicable rate of interest due
      hereunder shall automatically be lowered to equal the maximum rate of interest
      permitted under applicable law. The Company covenants (to the extent that it
      may
      lawfully do so) that it shall not at any time insist upon, plead, or in any
      manner whatsoever claim or take the benefit or advantage of, any stay, extension
      or usury law or other law which would prohibit or forgive the Company from
      paying all or any portion of the principal of or interest on this Debenture
      as
      contemplated herein, wherever enacted, now or at any time hereafter in force,
      or
      which may affect the covenants or the performance of this indenture, and the
      Company (to the extent it may lawfully do so) hereby expressly waives all
      benefits or advantage of any such law, and covenants that it will not, by resort
      to any such law, hinder, delay or impeded the execution of any power herein
      granted to the Holder, but will suffer and permit the execution of every such
      as
      though no such law has been enacted.

    


    g)           Next
      Business Day.  Whenever any payment or other obligation hereunder
      shall be due on a day other than a Business Day, such payment shall be made
      on
      the next succeeding Business Day.

    


    h)           Headings.  The
      headings contained herein are for convenience only, do not constitute a part
      of
      this Debenture and shall not be deemed to limit or affect any of the provisions
      hereof.

    


    i)           Assumption. 
      Any successor to the Company or any surviving entity in a Fundamental
      Transaction shall (i) assume, prior to such Fundamental Transaction, all of
      the
      obligations of the Company under this Debenture and the other Transaction
      Documents pursuant to written agreements in form and substance satisfactory
      to
      the Holder (such approval not to be unreasonably withheld or delayed) and (ii)
      issue to the Holder a new debenture of such successor entity evidenced by a
      written instrument substantially similar in form and substance to this
      Debenture, including, without limitation, having a principal amount and interest
      rate equal to the principal amount and the interest rate of this Debenture
      and
      having similar ranking to this Debenture, which shall be satisfactory to the
      Holder (any such approval not to be unreasonably withheld or delayed).  The
      provisions of this Section 7(i) shall apply similarly and equally to successive
      Fundamental Transactions and shall be applied without regard to any limitations
      of this Debenture.

    


    


    
      
        
           

        

        
          10

          
            

          

        

        
           

        

      

    

    


    j)           Secured
      Obligation.  The obligations of the Company under this Debenture
      are secured by all assets of the Company and each Subsidiary pursuant to the
      Security Agreement, dated as of July ____, 2007 between the Company, the
      Subsidiaries of the Company and the Secured Parties (as defined
      therein).

    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

    


    


    


    
      
        
           

        

        
          11

          
            

          

        

        
           

        

      

    

    


    IN
      WITNESS WHEREOF, the Company has caused this Debenture to be duly executed
      by a
      duly authorized officer as of the date first above indicated.

    


    


    
      	 	
              OXFORD
                MEDIA, INC.

               

               

            
	 	
              By:__________________________________________

              Name:

              Title:

              Facsimile
                No. for delivery of Notices:
                _______________

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
           

        

        
          12

          
            

          

        

        
           

        

      

    

    

       

      THIS
        SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR
        THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT

      


      


      
        	
                Original
                  Issue Date: July 16, 2007

              	
                $263,157.89
                  USD

              


      

      


      


      12%
        SENIOR SECURED DEBENTURE

      DUE
        JULY 16, 2011

      


      THIS
        DEBENTURE is one of a series of duly authorized and validly issued 12% Senior
        Secured Debentures of Oxford Media, Inc., a Nevada corporation, (the
“Company”), having its principal place of business at One Technology
        Drive, Building H, Irvine, California, 92618, designated as its 12% Senior
        Secured Debenture due July 16, 2011 (this debenture, the “Debenture” and,
        collectively with the other debentures of such series, the
“Debentures”).

      

        FOR
          VALUE
          RECEIVED, the Company promises to pay to CRESCENT INTERNATIONAL, LTD.,
          or its
          registered assigns (the “Holder”), or shall have paid pursuant to the
          terms hereunder, the principal sum of $263,157.89 in accordance with the
          provision of this Debenture and particularly Section 2 below.  This
          Debenture is subject to the following additional provisions:

      

      


      Section
        1.         Definitions.  For
        the purposes hereof, in addition to the terms defined elsewhere in this
        Debenture, (a) capitalized terms not otherwise defined herein shall have
        the
        meanings set forth in the Purchase Agreement and (b) the following terms
        shall
        have the following meanings:

      


      “Bankruptcy
        Event” means any of the following events: (a) the Company or any Significant
        Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof
        commences a case or other proceeding under any bankruptcy, reorganization,
        arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
        or
        liquidation or similar law of any jurisdiction relating to the Company or
        any
        Significant Subsidiary thereof; (b) there is commenced against the Company
        or
        any Significant Subsidiary thereof any such case or proceeding that is not
        dismissed within 60 days after commencement; (c) the Company or any Significant
        Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief
        or other order approving any such case or proceeding is entered; (d) the
        Company
        or any Significant Subsidiary thereof suffers any appointment of any custodian
        or the like for it or any substantial part of its property that is not
        discharged or stayed within 60 calendar days after such appointment; (e)
        the
        Company or any Significant Subsidiary thereof makes a general assignment
        for the
        benefit of creditors; (f) the Company or any Significant Subsidiary thereof
        calls a meeting of its creditors with a view to arranging a composition,
        adjustment or restructuring of its debts; or (g) the Company or any Significant
        Subsidiary thereof, by any act or failure to act, expressly indicates its
        consent to, approval of or acquiescence in any of the foregoing or takes
        any
        corporate or other action for the purpose of effecting any of the
        foregoing.

      


      


      
        
          
             

          

          
            1

            
              

            

          

          
             

          

        

      

      


      “Business
        Day” means any day except Saturday, Sunday, any day which shall be a federal
        legal holiday in the United States or any day on which banking institutions
        in
        the State of New York are authorized or required by law or other governmental
        action to close.

      


      “Change
        of Control Transaction” means the occurrence after the date hereof of any of
        (i) an acquisition after the date hereof by an individual or legal entity
        or
“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
        effective control (whether through legal or beneficial ownership of capital
        stock of the Company, by contract or otherwise) of in excess of 33% of the
        voting securities of the Company, or (ii) the Company merges into or
        consolidates with any other Person, or any Person merges into or consolidates
        with the Company and, after giving effect to such transaction, the stockholders
        of the Company immediately prior to such transaction own less than 66% of
        the
        aggregate voting power of the Company or the successor entity of such
        transaction, or (iii) the Company sells or transfers all or substantially
        all of
        its assets to another Person and the stockholders of the Company immediately
        prior to such transaction own less than 66% of the aggregate voting power
        of the
        acquiring entity immediately after the transaction, or (iv) a replacement
        at one
        time or within a three year period of more than one-half of the members of
        the
        Company’s board of directors which is not approved by a majority of those
        individuals who are members of the board of directors on the date hereof
        (or by
        those individuals who are serving as members of the board of directors on
        any
        date whose nomination to the board of directors was approved by a majority
        of
        the members of the board of directors who are members on the date hereof),
        or
        (v) the execution by the Company of an agreement to which the
        Company  is a party or by which it is bound, providing for any of the
        events set forth in clauses (i) through (iv) above.

      


      “Debenture
        Register” shall have the meaning set forth in Section 2(c).

      


      “Effectiveness
        Period” shall have the meaning set forth in the Registration Rights
        Agreement.

      


      “Event
        of Default” shall have the meaning set forth in Section 6.

      


      “Interest
        Payment Date” shall have the meaning set forth in Section 2(a).

      


      


      
        
          
             

          

          
            2

            
              

            

          

          
             

          

        

      

      


      “Late
        Fees” shall have the meaning set forth in Section 2(d).

      


      “Mandatory
        Default Amount” means the sum of (i) 130% of the outstanding principal
        amount of this Debenture, plus 100% of all accrued and unpaid interest hereon
        and (ii) all other amounts, costs, expenses and liquidated damages due in
        respect of this Debenture.

      


      “New
        York Courts” shall have the meaning set forth in Section 7(d).

      


      “Original
        Issue Date” means the date of the first issuance of the Debentures,
        regardless of any transfers of any Debenture and regardless of the number
        of
        instruments which may be issued to evidence such Debentures.

      


      “Permitted
        Indebtedness” means the Indebtedness existing on the Original Issue Date and
        set forth on Schedule 3.1(aa) attached to the Purchase
        Agreement.

      


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

       

      “Purchase
        Agreement” means the Securities Purchase Agreement, dated as of July 16,
        2007, among the Company and the original Holders, as amended, modified or
        supplemented from time to time in accordance with its terms.

      


      “Registration
        Rights Agreement” means the Registration Rights Agreement, dated as of the
        date of the Purchase Agreement, among the Company and the original Holders,
        as
        amended, modified or supplemented from time to time in accordance with its
        terms.

      


      “Registration
        Statement” means a registration statement that registers the resale of all
        Underlying Shares of the Holder, names such Holder as a “selling stockholder”
therein, and meets the requirements of the Registration Rights
        Agreement.

      


      


      
        
          
             

          

          
            3

            
              

            

          

          
             

          

        

      

      


      “Securities
        Act” means the Securities Act of 1933, as amended, and the rules and
        regulations promulgated thereunder.

      


      “Subsidiary”
        shall have the meaning set forth in the Purchase Agreement.

      


      “Trading
        Day” means a day on which the principal Trading Market is open for
        business.

      


      “Trading
        Market” means the following markets or exchanges on which the Common Stock
        is listed or quoted for trading on the date in question: the American Stock
        Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
        Global
        Select Market, the New York Stock Exchange or the OTC Bulletin
        Board.

      


      
        	
              	
                Section
                  2.

              	
                 
                  Interest and Repayment
                  Obligations.

              


      

      


      a)           Payment
        of Interest. The Company shall pay interest to the Holder on the aggregate
        then outstanding principal amount of this Debenture at the rate of 12% per
        annum, payable quarterly within 3 Business Days of January 1, April 1, July
        1
        and October 1, beginning on the first such date after the Original Issue
        Date
        and on each Maturity Date (each such date, an “Interest Payment Date”),
        in cash.

      


      b)           Payment
        of Principal.  The Company shall repay principal to the Holder in
        eight (8) equal installments at the same time interest payments are due
        hereunder commencing on September 30, 2009, with all remaining amounts due
        hereunder to be paid in full on July 16, 2011 (each such date as to the
        applicable principal amount under this Debenture, a “Maturity Date” or
        such earlier date as this Debenture is required or permitted to be repaid
        as
        provided for under this Debenture.

      


      c)           Interest
        Calculations. Interest shall be calculated on the basis of a 360-day year,
        consisting of twelve 30 calendar day periods, and shall accrue daily commencing
        on the Original Issue Date until payment in full of the outstanding principal,
        together with all accrued and unpaid interest, liquidated damages and other
        amounts which may become due hereunder, has been made.  Interest
        hereunder will be paid to the Person in whose name this Debenture is registered
        on the records of the Company regarding registration and transfers of this
        Debenture (the “Debenture Register”).

      


      d)           Late
        Fee.  All overdue accrued and unpaid interest to be paid hereunder
        shall entail a late fee at an interest rate equal to the lesser of 18% per
        annum
        or the maximum rate permitted by applicable law (“Late Fees”) which shall
        accrue daily from the date such interest is due hereunder through and including
        the date of payment in full.

      


      e)           Prepayment.  Except
        as otherwise set forth in this Debenture, the Company may not prepay any
        portion
        of the principal amount of this Debenture without the prior written consent
        of
        the Holder.

      


      


      
        
          
             

          

          
            4

            
              

            

          

          
             

          

        

      

      


      
        	
                 

              	
                Section
                  3.

              	
                Registration
                  of Transfers and Exchanges.

              


      

      


      a)           Different
        Denominations. This Debenture is exchangeable for an equal aggregate
        principal amount of Debentures of different authorized denominations, as
        requested by the Holder surrendering the same.  No service charge will
        be payable for such registration of exchange.

      


      b)           Investment
        Representations. This Debenture has been issued subject to certain
        investment representations of the original Holder set forth in the Purchase
        Agreement and may be transferred or exchanged only in compliance with the
        Purchase Agreement and applicable federal and state securities laws and
        regulations.

      


      c)           Reliance
        on Debenture Register. Prior to due presentment for transfer to the Company
        of this Debenture, the Company and any agent of the Company may treat the
        Person
        in whose name this Debenture is duly registered on the Debenture Register
        as the
        owner hereof for the purpose of receiving payment as herein provided and
        for all
        other purposes, whether or not this Debenture is overdue, and neither the
        Company nor any such agent shall be affected by notice to the
        contrary.

      


      
        	
                 

              	
                Section
                  4.

              	
                [INTENTIONALLY
                  DELETED].

              


      

      


      Section
        5.           Negative
        Covenants. As long as any portion of this Debenture remains outstanding,
        unless the holders of at least 75% in principal amount of the then outstanding
        Debentures shall have otherwise given prior written consent, the Company
        shall
        not, and shall not permit any of its subsidiaries (whether or not a Subsidiary
        on the Original Issue Date) to, directly or indirectly:

      


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

      


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

      


      c)           amend
        its charter documents, including, without limitation, its certificate of
        incorporation and bylaws, in any manner that materially and adversely affects
        any rights of the Holder;

      


      d)           repay,
        repurchase or offer to repay, repurchase or otherwise acquire more than a
        deminimis number of shares of its Common Stock or Common Stock
        Equivalents other than as to (a) the Warrant Shares as permitted or required
        under the Transaction Documents and (b) repurchases of Common Stock or Common
        Stock Equivalents of departing officers and directors of the Company, provided
        that such repurchases shall not exceed an aggregate of $100,000 for all officers
        and directors during the term of this Debenture;

      


      


      
        
          
             

          

          
            5

            
              

            

          

          
             

          

        

      

      


      e)           pay
        cash dividends or distributions on any equity securities of the
        Company;

      


      f)           enter
        into any transaction with any Affiliate of the Company which would be required
        to be disclosed in any public filing with the Commission, unless such
        transaction is made on an arm’s-length basis and expressly approved by a
        majority of the disinterested directors of the Company (even if less than
        a
        quorum otherwise required for board approval); or

      


      g)           enter
        into any agreement with respect to any of the foregoing.

      


      
        	
              	
                Section
                  6.

              	
                Events
                  of Default.

              


      

      


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

      


      i.           any
        default in the payment of (A) the principal amount of any Debenture or (B)
        interest, liquidated damages and other amounts owing to a Holder on any
        Debenture, as and when the same shall become due and payable (whether on
        a
        Maturity Date or by acceleration or otherwise) which default, solely in the
        case
        of an interest payment or other default under clause (B) above, is not cured
        within 3 Trading Days;

      


      ii.           the
        Company shall fail to observe or perform any other covenant or agreement
        contained in the Debentures which failure is not cured, if possible to cure,
        within the earlier to occur of (A) 5 Trading Days after notice of such failure
        sent by the Holder or by any other Holder and (B) 10 Trading Days after the
        Company has become or should have become aware of such failure;

      


      iii.           a
        default or event of default (subject to any grace or cure period provided
        in the
        applicable agreement, document or instrument) shall occur under (A) any of
        the
        Transaction Documents or (B) any other material agreement, lease, document
        or
        instrument to which the Company or any Subsidiary is obligated (and not covered
        by clause (vi) below);

      


      iv.           any
        representation or warranty made in this Debenture, any other Transaction
        Documents, any written statement pursuant hereto or thereto or any other
        report,
        financial statement or certificate made or delivered to the Holder or any
        other
        Holder shall be untrue or incorrect in any material respect as of the date
        when
        made or deemed made;

      


      


      
        
          
             

          

          
            6

            
              

            

          

          
             

          

        

      

      


      v.           the
        Company or any Significant Subsidiary shall be subject to a Bankruptcy
        Event;

      


      vi.           the
        Company or any Subsidiary shall default on any of its obligations under any
        mortgage, credit agreement or other facility, indenture agreement, factoring
        agreement or other instrument under which there may be issued, or by which
        there
        may be secured or evidenced, any indebtedness for borrowed money or money
        due
        under any long term leasing or factoring arrangement that (a) involves an
        obligation greater than $150,000, whether such indebtedness now exists or
        shall
        hereafter be created, and (b) results in such indebtedness becoming or being
        declared due and payable prior to the date on which it would otherwise become
        due and payable;

      


      vii.           the
        Common Stock shall not be eligible for listing or quotation for trading on
        a
        Trading Market and shall not be eligible to resume listing or quotation for
        trading thereon within five Trading Days;

      


      viii.           the
        Company shall be a party to any Change of Control Transaction or Fundamental
        Transaction or shall agree to sell or dispose of all or in excess of 33%
        of its
        assets in one transaction or a series of related transactions (whether or
        not
        such sale would constitute a Change of Control Transaction);

      


      ix.           the
        initial Registration Statement shall not have been declared effective by
        the
        Commission on or prior to the 180th calendar
        day
        after the Closing Date;

      


      x.           if,
        during the Effectiveness Period (as defined in the Registration Rights
        Agreement), either (a) the effectiveness of the Registration Statement lapses
        for any reason or (b) the Holder shall not be permitted to resell Registrable
        Securities (as defined in the Registration Rights Agreement) under the
        Registration Statement for a period of more than 20 consecutive Trading Days
        or
        30 non-consecutive Trading Days during any 12 month period; provided,
however, that if the Company is negotiating a merger, consolidation,
        acquisition or sale of all or substantially all of its assets or a similar
        transaction and, in the written opinion of counsel to the Company, the
        Registration Statement would be required to be amended to include information
        concerning such pending transaction(s) or the parties thereto which information
        is not available or may not be publicly disclosed at the time, the Company
        shall
        be permitted an additional 10 consecutive Trading Days during any 12 month
        period pursuant to this Section 8(a)(x); or

      


      


      
        
          
             

          

          
            7

            
              

            

          

          
             

          

        

      

      


      xi.           any
        monetary judgment, writ or similar final process shall be entered or filed
        against the Company, any subsidiary or any of their respective property or
        other
        assets for more than $50,000, and such judgment, writ or similar final process
        shall remain unvacated, unbonded or unstayed for a period of 45 calendar
        days.

      


      b)           Remedies
        Upon Event of Default. If any Event of Default occurs, the outstanding
        principal amount of this Debenture, plus accrued but unpaid interest, liquidated
        damages and other amounts owing in respect thereof through the date of
        acceleration, shall become, at the Holder’s election, immediately due and
        payable in cash at the Mandatory Default Amount.  Commencing 5 days
        after the occurrence of any Event of Default that results in the eventual
        acceleration of this Debenture, the interest rate on this Debenture shall
        accrue
        at an interest rate equal to the lesser of 18% per annum or the maximum rate
        permitted under applicable law.  Upon the payment in full of the
        Mandatory Default Amount, the Holder shall promptly surrender this Debenture
        to
        or as directed by the Company.  In connection with such acceleration
        described herein, the Holder need not provide, and the Company hereby waives,
        any presentment, demand, protest or other notice of any kind, and the Holder
        may
        immediately and without expiration of any grace period enforce any and all
        of
        its rights and remedies hereunder and all other remedies available to it
        under
        applicable law.  Such acceleration may be rescinded and annulled by
        Holder at any time prior to payment hereunder and the Holder shall have all
        rights as a holder of the Debenture until such time, if any, as the Holder
        receives full payment pursuant to this Section 6(b).  No such
        rescission or annulment shall affect any subsequent Event of Default or impair
        any right consequent thereon.


      


      
        	
              	
                Section
                  7.

              	
                Miscellaneous.

              


      

      


      a)           Notices.  Any
        and all notices or other communications or deliveries to be provided by the
        Holder hereunder, shall be in writing and delivered personally, by facsimile,
        or
        sent by a nationally recognized overnight courier service, addressed to the
        Company, at the address set forth above, or such other facsimile number or
        address as the Company may specify for such purpose by notice to the Holder
        delivered in accordance with this Section 7.  Any and all notices or
        other communications or deliveries to be provided by the Company hereunder
        shall
        be in writing and delivered personally, by facsimile, or sent by a nationally
        recognized overnight courier service addressed to each Holder at the facsimile
        number or address of such Holder appearing on the books of the Company, or
        if no
        such facsimile number or address appears, at the principal place of business
        of
        the Holder.  Any notice or other communication or deliveries hereunder
        shall be deemed given and effective on the earliest of (i) the date of
        transmission, if such notice or communication is delivered via facsimile
        at the
        facsimile number specified in this Section 7 prior to 5:30 p.m. (New York
        City
        time), (ii) the date immediately following the date of transmission, if such
        notice or communication is delivered via facsimile at the facsimile number
        specified in this Section 9 between 5:30 p.m. (New York City time) and 11:59
        p.m. (New York City time) on any date, (iii) the second Business Day following
        the date of mailing, if sent by nationally recognized overnight courier service,
        or (iv) upon actual receipt by the party to whom such notice is required
        to be
        given.

      


      


      
        
          
             

          

          
            8

            
              

            

          

          
             

          

        

      

      


      b)           Absolute
        Obligation. Except as expressly provided herein, no provision of this
        Debenture shall alter or impair the obligation of the Company, which is absolute
        and unconditional, to pay the principal of, liquidated damages and accrued
        interest, as applicable, on this Debenture at the time, place, and rate,
        and in
        the coin or currency, herein prescribed.  This Debenture is a direct
        debt obligation of the Company.  This Debenture ranks
paripassu with all other Debentures now or hereafter issued under
        the terms set forth herein.

      


      c)           Lost
        or Mutilated Debenture.  If this Debenture shall be mutilated,
        lost, stolen or destroyed, the Company shall execute and deliver, in exchange
        and substitution for and upon cancellation of a mutilated Debenture, or in
        lieu
        of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture
        for the principal amount of this Debenture so mutilated, lost, stolen or
        destroyed, but only upon receipt of evidence of such loss, theft or destruction
        of such Debenture, and of the ownership hereof, reasonably satisfactory to
        the
        Company.

      


      d)           Governing
        Law.  All questions concerning the construction, validity,
        enforcement and interpretation of this Debenture shall be governed by and
        construed and enforced in accordance with the internal laws of the State
        of New
        York, without regard to the principles of conflict of laws
        thereof.  Each party agrees that all legal proceedings concerning the
        interpretation, enforcement and defense of the transactions contemplated
        by any
        of the Transaction Documents (whether brought against a party hereto or its
        respective Affiliates, directors, officers, shareholders, employees or agents)
        shall be commenced in the state and federal courts sitting in the City of
        New
        York, Borough of Manhattan (the “New York Courts”).  Each party
        hereto hereby irrevocably submits to the exclusive jurisdiction of the New
        York
        Courts for the adjudication of any dispute hereunder or in connection herewith
        or with any transaction contemplated hereby or discussed herein (including
        with
        respect to the enforcement of any of the Transaction Documents), and hereby
        irrevocably waives, and agrees not to assert in any suit, action or proceeding,
        any claim that it is not personally subject to the jurisdiction of such New
        York
        Courts, or such New York Courts are improper or inconvenient venue for such
        proceeding.  Each party hereby irrevocably waives personal service of
        process and consents to process being served in any such suit, action or
        proceeding by mailing a copy thereof via registered or certified mail or
        overnight delivery (with evidence of delivery) to such party at the address
        in
        effect for notices to it under this Debenture and agrees that such service
        shall
        constitute good and sufficient service of process and notice
        thereof.  Nothing contained herein shall be deemed to limit in any way
        any right to serve process in any other manner permitted by applicable law.
        Each
        party hereto hereby irrevocably waives, to the fullest extent permitted by
        applicable law, any and all right to trial by jury in any legal proceeding
        arising out of or relating to this Debenture or the transactions contemplated
        hereby. If either party shall commence an action or proceeding to enforce
        any
        provisions of this Debenture, then the prevailing party in such action or
        proceeding shall be reimbursed by the other party for its attorneys fees
        and
        other costs and expenses incurred in the investigation, preparation and
        prosecution of such action or proceeding.

      


      


      
        
          
             

          

          
            9

            
              

            

          

          
             

          

        

      

      


      e)           Waiver.  Any
        waiver by the Company or the Holder of a breach of any provision of this
        Debenture shall not operate as or be construed to be a waiver of any other
        breach of such provision or of any breach of any other provision of this
        Debenture.  The failure of the Company or the Holder to insist upon
        strict adherence to any term of this Debenture on one or more occasions shall
        not be considered a waiver or deprive that party of the right thereafter
        to
        insist upon strict adherence to that term or any other term of this
        Debenture.  Any waiver by the Company or the Holder must be in
        writing.

      


      f)           Severability.  If
        any provision of this Debenture is invalid, illegal or unenforceable, the
        balance of this Debenture shall remain in effect, and if any provision is
        inapplicable to any Person or circumstance, it shall nevertheless remain
        applicable to all other Persons and circumstances.  If it shall be
        found that any interest or other amount deemed interest due hereunder violates
        the applicable law governing usury, the applicable rate of interest due
        hereunder shall automatically be lowered to equal the maximum rate of interest
        permitted under applicable law. The Company covenants (to the extent that
        it may
        lawfully do so) that it shall not at any time insist upon, plead, or in any
        manner whatsoever claim or take the benefit or advantage of, any stay, extension
        or usury law or other law which would prohibit or forgive the Company from
        paying all or any portion of the principal of or interest on this Debenture
        as
        contemplated herein, wherever enacted, now or at any time hereafter in force,
        or
        which may affect the covenants or the performance of this indenture, and
        the
        Company (to the extent it may lawfully do so) hereby expressly waives all
        benefits or advantage of any such law, and covenants that it will not, by
        resort
        to any such law, hinder, delay or impeded the execution of any power herein
        granted to the Holder, but will suffer and permit the execution of every
        such as
        though no such law has been enacted.

      


      g)           Next
        Business Day.  Whenever any payment or other obligation hereunder
        shall be due on a day other than a Business Day, such payment shall be made
        on
        the next succeeding Business Day.

      


      h)           Headings.  The
        headings contained herein are for convenience only, do not constitute a part
        of
        this Debenture and shall not be deemed to limit or affect any of the provisions
        hereof.

      


      i)           Assumption. 
        Any successor to the Company or any surviving entity in a Fundamental
        Transaction shall (i) assume, prior to such Fundamental Transaction, all
        of the
        obligations of the Company under this Debenture and the other Transaction
        Documents pursuant to written agreements in form and substance satisfactory
        to
        the Holder (such approval not to be unreasonably withheld or delayed) and
        (ii)
        issue to the Holder a new debenture of such successor entity evidenced by
        a
        written instrument substantially similar in form and substance to this
        Debenture, including, without limitation, having a principal amount and interest
        rate equal to the principal amount and the interest rate of this Debenture
        and
        having similar ranking to this Debenture, which shall be satisfactory to
        the
        Holder (any such approval not to be unreasonably withheld or delayed).  The
        provisions of this Section 7(i) shall apply similarly and equally to successive
        Fundamental Transactions and shall be applied without regard to any limitations
        of this Debenture.

      


      


      
        
          
             

          

          
            10

            
              

            

          

          
             

          

        

      

      


      j)           Secured
        Obligation.  The obligations of the Company under this Debenture
        are secured by all assets of the Company and each Subsidiary pursuant to
        the
        Security Agreement, dated as of July ____, 2007 between the Company, the
        Subsidiaries of the Company and the Secured Parties (as defined
        therein).

      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


       

      


      


      


      
        
          
             

          

          
            11

            
              

            

          

          
             

          

        

      

      


      IN
        WITNESS WHEREOF, the Company has caused this Debenture to be duly executed
        by a
        duly authorized officer as of the date first above indicated.

      


      


      
        	 	
                OXFORD
                  MEDIA, INC.

                 

                 

              
	 	
                By:__________________________________________

                Name:

                Title:

                Facsimile
                  No. for delivery of Notices:
                  _______________

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      
        
          
             

          

          
            12

            
              

            

          

          
             

          

        

      

      
        THIS
          SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
          OR
          THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
          REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
          ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
          AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
          AN
          AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT

        


        


        
          	
                  Original
                    Issue Date: July 16, 2007

                	
                  $526,315.79
                    USD

                


        

        


        


        12%
          SENIOR SECURED DEBENTURE

        DUE
          JULY 16, 2011

        


        THIS
          DEBENTURE is one of a series of duly authorized and validly issued 12%
          Senior
          Secured Debentures of Oxford Media, Inc., a Nevada corporation, (the
“Company”), having its principal place of business at One Technology
          Drive, Building H, Irvine, California, 92618, designated as its 12% Senior
          Secured Debenture due July 16, 2011 (this debenture, the “Debenture” and,
          collectively with the other debentures of such series, the
“Debentures”).

        

          FOR
            VALUE
            RECEIVED, the Company promises to pay to MIDSUMMER INVESTMENT, LTD.,
            or its
            registered assigns (the “Holder”), or shall have paid pursuant to the
            terms hereunder, the principal sum of $526,315.79 in accordance with
            the
            provision of this Debenture and particularly Section 2 below.  This
            Debenture is subject to the following additional provisions:

        

        


        Section
          1.         Definitions.  For
          the purposes hereof, in addition to the terms defined elsewhere in this
          Debenture, (a) capitalized terms not otherwise defined herein shall have
          the
          meanings set forth in the Purchase Agreement and (b) the following terms
          shall
          have the following meanings:

        


        “Bankruptcy
          Event” means any of the following events: (a) the Company or any Significant
          Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X)
          thereof
          commences a case or other proceeding under any bankruptcy, reorganization,
          arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
          or
          liquidation or similar law of any jurisdiction relating to the Company
          or any
          Significant Subsidiary thereof; (b) there is commenced against the Company
          or
          any Significant Subsidiary thereof any such case or proceeding that is
          not
          dismissed within 60 days after commencement; (c) the Company or any Significant
          Subsidiary thereof is adjudicated insolvent or bankrupt or any order of
          relief
          or other order approving any such case or proceeding is entered; (d) the
          Company
          or any Significant Subsidiary thereof suffers any appointment of any custodian
          or the like for it or any substantial part of its property that is not
          discharged or stayed within 60 calendar days after such appointment; (e)
          the
          Company or any Significant Subsidiary thereof makes a general assignment
          for the
          benefit of creditors; (f) the Company or any Significant Subsidiary thereof
          calls a meeting of its creditors with a view to arranging a composition,
          adjustment or restructuring of its debts; or (g) the Company or any Significant
          Subsidiary thereof, by any act or failure to act, expressly indicates its
          consent to, approval of or acquiescence in any of the foregoing or takes
          any
          corporate or other action for the purpose of effecting any of the
          foregoing.

        


        


        
          
            
               

            

            
              1

              
                

              

            

            
               

            

          

        

        


        “Business
          Day” means any day except Saturday, Sunday, any day which shall be a federal
          legal holiday in the United States or any day on which banking institutions
          in
          the State of New York are authorized or required by law or other governmental
          action to close.

        


        “Change
          of Control Transaction” means the occurrence after the date hereof of any of
          (i) an acquisition after the date hereof by an individual or legal entity
          or
“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
          effective control (whether through legal or beneficial ownership of capital
          stock of the Company, by contract or otherwise) of in excess of 33% of
          the
          voting securities of the Company, or (ii) the Company merges into or
          consolidates with any other Person, or any Person merges into or consolidates
          with the Company and, after giving effect to such transaction, the stockholders
          of the Company immediately prior to such transaction own less than 66%
          of the
          aggregate voting power of the Company or the successor entity of such
          transaction, or (iii) the Company sells or transfers all or substantially
          all of
          its assets to another Person and the stockholders of the Company immediately
          prior to such transaction own less than 66% of the aggregate voting power
          of the
          acquiring entity immediately after the transaction, or (iv) a replacement
          at one
          time or within a three year period of more than one-half of the members
          of the
          Company’s board of directors which is not approved by a majority of those
          individuals who are members of the board of directors on the date hereof
          (or by
          those individuals who are serving as members of the board of directors
          on any
          date whose nomination to the board of directors was approved by a majority
          of
          the members of the board of directors who are members on the date hereof),
          or
          (v) the execution by the Company of an agreement to which the
          Company  is a party or by which it is bound, providing for any of the
          events set forth in clauses (i) through (iv) above.

        


        “Debenture
          Register” shall have the meaning set forth in Section 2(c).

        


        “Effectiveness
          Period” shall have the meaning set forth in the Registration Rights
          Agreement.

        


        “Event
          of Default” shall have the meaning set forth in Section 6.

        


        “Interest
          Payment Date” shall have the meaning set forth in Section 2(a).

        


        


        
          
            
               

            

            
              2

              
                

              

            

            
               

            

          

        

        


        “Late
          Fees” shall have the meaning set forth in Section 2(d).

        


        “Mandatory
          Default Amount” means the sum of (i) 130% of the outstanding principal
          amount of this Debenture, plus 100% of all accrued and unpaid interest
          hereon
          and (ii) all other amounts, costs, expenses and liquidated damages due
          in
          respect of this Debenture.

        


        “New
          York Courts” shall have the meaning set forth in Section 7(d).

        


        “Original
          Issue Date” means the date of the first issuance of the Debentures,
          regardless of any transfers of any Debenture and regardless of the number
          of
          instruments which may be issued to evidence such Debentures.

        


        “Permitted
          Indebtedness” means the Indebtedness existing on the Original Issue Date and
          set forth on Schedule 3.1(aa) attached to the Purchase
          Agreement.

        


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

         

        “Purchase
          Agreement” means the Securities Purchase Agreement, dated as of July 16,
          2007, among the Company and the original Holders, as amended, modified
          or
          supplemented from time to time in accordance with its terms.

        


        “Registration
          Rights Agreement” means the Registration Rights Agreement, dated as of the
          date of the Purchase Agreement, among the Company and the original Holders,
          as
          amended, modified or supplemented from time to time in accordance with
          its
          terms.

        


        “Registration
          Statement” means a registration statement that registers the resale of all
          Underlying Shares of the Holder, names such Holder as a “selling stockholder”
therein, and meets the requirements of the Registration Rights
          Agreement.

        


        


        
          
            
               

            

            
              3

              
                

              

            

            
               

            

          

        

        


        “Securities
          Act” means the Securities Act of 1933, as amended, and the rules and
          regulations promulgated thereunder.

        


        “Subsidiary”
          shall have the meaning set forth in the Purchase Agreement.

        


        “Trading
          Day” means a day on which the principal Trading Market is open for
          business.

        


        “Trading
          Market” means the following markets or exchanges on which the Common Stock
          is listed or quoted for trading on the date in question: the American Stock
          Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
          Global
          Select Market, the New York Stock Exchange or the OTC Bulletin
          Board.

        


        
          	
                	
                  Section
                    2.

                	
                   
                    Interest and Repayment
                    Obligations.

                


        

        


        a)           Payment
          of Interest. The Company shall pay interest to the Holder on the aggregate
          then outstanding principal amount of this Debenture at the rate of 12%
          per
          annum, payable quarterly within 3 Business Days of January 1, April 1,
          July 1
          and October 1, beginning on the first such date after the Original Issue
          Date
          and on each Maturity Date (each such date, an “Interest Payment Date”),
          in cash.

        


        b)           Payment
          of Principal.  The Company shall repay principal to the Holder in
          eight (8) equal installments at the same time interest payments are due
          hereunder commencing on September 30, 2009, with all remaining amounts
          due
          hereunder to be paid in full on July 16, 2011 (each such date as to the
          applicable principal amount under this Debenture, a “Maturity Date” or
          such earlier date as this Debenture is required or permitted to be repaid
          as
          provided for under this Debenture.

        


        c)           Interest
          Calculations. Interest shall be calculated on the basis of a 360-day year,
          consisting of twelve 30 calendar day periods, and shall accrue daily commencing
          on the Original Issue Date until payment in full of the outstanding principal,
          together with all accrued and unpaid interest, liquidated damages and other
          amounts which may become due hereunder, has been made.  Interest
          hereunder will be paid to the Person in whose name this Debenture is registered
          on the records of the Company regarding registration and transfers of this
          Debenture (the “Debenture Register”).

        


        d)           Late
          Fee.  All overdue accrued and unpaid interest to be paid hereunder
          shall entail a late fee at an interest rate equal to the lesser of 18%
          per annum
          or the maximum rate permitted by applicable law (“Late Fees”) which shall
          accrue daily from the date such interest is due hereunder through and including
          the date of payment in full.

        


        e)           Prepayment.  Except
          as otherwise set forth in this Debenture, the Company may not prepay any
          portion
          of the principal amount of this Debenture without the prior written consent
          of
          the Holder.

        


        


        
          
            
               

            

            
              4

              
                

              

            

            
               

            

          

        

        


        
          	
                   

                	
                  Section
                    3.

                	
                  Registration
                    of Transfers and Exchanges.

                


        

        


        a)           Different
          Denominations. This Debenture is exchangeable for an equal aggregate
          principal amount of Debentures of different authorized denominations, as
          requested by the Holder surrendering the same.  No service charge will
          be payable for such registration of exchange.

        


        b)           Investment
          Representations. This Debenture has been issued subject to certain
          investment representations of the original Holder set forth in the Purchase
          Agreement and may be transferred or exchanged only in compliance with the
          Purchase Agreement and applicable federal and state securities laws and
          regulations.

        


        c)           Reliance
          on Debenture Register. Prior to due presentment for transfer to the Company
          of this Debenture, the Company and any agent of the Company may treat the
          Person
          in whose name this Debenture is duly registered on the Debenture Register
          as the
          owner hereof for the purpose of receiving payment as herein provided and
          for all
          other purposes, whether or not this Debenture is overdue, and neither the
          Company nor any such agent shall be affected by notice to the
          contrary.

        


        
          	
                   

                	
                  Section
                    4.

                	
                  [INTENTIONALLY
                    DELETED].

                


        

        


        Section
          5.           Negative
          Covenants. As long as any portion of this Debenture remains outstanding,
          unless the holders of at least 75% in principal amount of the then outstanding
          Debentures shall have otherwise given prior written consent, the Company
          shall
          not, and shall not permit any of its subsidiaries (whether or not a Subsidiary
          on the Original Issue Date) to, directly or indirectly:

        


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

        


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

        


        c)           amend
          its charter documents, including, without limitation, its certificate of
          incorporation and bylaws, in any manner that materially and adversely affects
          any rights of the Holder;

        


        d)           repay,
          repurchase or offer to repay, repurchase or otherwise acquire more than
          a
deminimis number of shares of its Common Stock or Common Stock
          Equivalents other than as to (a) the Warrant Shares as permitted or required
          under the Transaction Documents and (b) repurchases of Common Stock or
          Common
          Stock Equivalents of departing officers and directors of the Company, provided
          that such repurchases shall not exceed an aggregate of $100,000 for all
          officers
          and directors during the term of this Debenture;

        


        


        
          
            
               

            

            
              5

              
                

              

            

            
               

            

          

        

        


        e)           pay
          cash dividends or distributions on any equity securities of the
          Company;

        


        f)           enter
          into any transaction with any Affiliate of the Company which would be required
          to be disclosed in any public filing with the Commission, unless such
          transaction is made on an arm’s-length basis and expressly approved by a
          majority of the disinterested directors of the Company (even if less than
          a
          quorum otherwise required for board approval); or

        


        g)           enter
          into any agreement with respect to any of the foregoing.

        


        
          	
                	
                  Section
                    6.

                	
                  Events
                    of Default.

                


        

        


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

        


        i.           any
          default in the payment of (A) the principal amount of any Debenture or
          (B)
          interest, liquidated damages and other amounts owing to a Holder on any
          Debenture, as and when the same shall become due and payable (whether on
          a
          Maturity Date or by acceleration or otherwise) which default, solely in
          the case
          of an interest payment or other default under clause (B) above, is not
          cured
          within 3 Trading Days;

        


        ii.           the
          Company shall fail to observe or perform any other covenant or agreement
          contained in the Debentures which failure is not cured, if possible to
          cure,
          within the earlier to occur of (A) 5 Trading Days after notice of such
          failure
          sent by the Holder or by any other Holder and (B) 10 Trading Days after
          the
          Company has become or should have become aware of such failure;

        


        iii.           a
          default or event of default (subject to any grace or cure period provided
          in the
          applicable agreement, document or instrument) shall occur under (A) any
          of the
          Transaction Documents or (B) any other material agreement, lease, document
          or
          instrument to which the Company or any Subsidiary is obligated (and not
          covered
          by clause (vi) below);

        


        iv.           any
          representation or warranty made in this Debenture, any other Transaction
          Documents, any written statement pursuant hereto or thereto or any other
          report,
          financial statement or certificate made or delivered to the Holder or any
          other
          Holder shall be untrue or incorrect in any material respect as of the date
          when
          made or deemed made;

        


        


        
          
            
               

            

            
              6

              
                

              

            

            
               

            

          

        

        


        v.           the
          Company or any Significant Subsidiary shall be subject to a Bankruptcy
          Event;

        


        vi.           the
          Company or any Subsidiary shall default on any of its obligations under
          any
          mortgage, credit agreement or other facility, indenture agreement, factoring
          agreement or other instrument under which there may be issued, or by which
          there
          may be secured or evidenced, any indebtedness for borrowed money or money
          due
          under any long term leasing or factoring arrangement that (a) involves
          an
          obligation greater than $150,000, whether such indebtedness now exists
          or shall
          hereafter be created, and (b) results in such indebtedness becoming or
          being
          declared due and payable prior to the date on which it would otherwise
          become
          due and payable;

        


        vii.           the
          Common Stock shall not be eligible for listing or quotation for trading
          on a
          Trading Market and shall not be eligible to resume listing or quotation
          for
          trading thereon within five Trading Days;

        


        viii.           the
          Company shall be a party to any Change of Control Transaction or Fundamental
          Transaction or shall agree to sell or dispose of all or in excess of 33%
          of its
          assets in one transaction or a series of related transactions (whether
          or not
          such sale would constitute a Change of Control Transaction);

        


        ix.           the
          initial Registration Statement shall not have been declared effective by
          the
          Commission on or prior to the 180th calendar
          day
          after the Closing Date;

        


        x.           if,
          during the Effectiveness Period (as defined in the Registration Rights
          Agreement), either (a) the effectiveness of the Registration Statement
          lapses
          for any reason or (b) the Holder shall not be permitted to resell Registrable
          Securities (as defined in the Registration Rights Agreement) under the
          Registration Statement for a period of more than 20 consecutive Trading
          Days or
          30 non-consecutive Trading Days during any 12 month period; provided,
however, that if the Company is negotiating a merger, consolidation,
          acquisition or sale of all or substantially all of its assets or a similar
          transaction and, in the written opinion of counsel to the Company, the
          Registration Statement would be required to be amended to include information
          concerning such pending transaction(s) or the parties thereto which information
          is not available or may not be publicly disclosed at the time, the Company
          shall
          be permitted an additional 10 consecutive Trading Days during any 12 month
          period pursuant to this Section 8(a)(x); or

        


        


        
          
            
               

            

            
              7

              
                

              

            

            
               

            

          

        

        


        xi.           any
          monetary judgment, writ or similar final process shall be entered or filed
          against the Company, any subsidiary or any of their respective property
          or other
          assets for more than $50,000, and such judgment, writ or similar final
          process
          shall remain unvacated, unbonded or unstayed for a period of 45 calendar
          days.

        


        b)           Remedies
          Upon Event of Default. If any Event of Default occurs, the outstanding
          principal amount of this Debenture, plus accrued but unpaid interest, liquidated
          damages and other amounts owing in respect thereof through the date of
          acceleration, shall become, at the Holder’s election, immediately due and
          payable in cash at the Mandatory Default Amount.  Commencing 5 days
          after the occurrence of any Event of Default that results in the eventual
          acceleration of this Debenture, the interest rate on this Debenture shall
          accrue
          at an interest rate equal to the lesser of 18% per annum or the maximum
          rate
          permitted under applicable law.  Upon the payment in full of the
          Mandatory Default Amount, the Holder shall promptly surrender this Debenture
          to
          or as directed by the Company.  In connection with such acceleration
          described herein, the Holder need not provide, and the Company hereby waives,
          any presentment, demand, protest or other notice of any kind, and the Holder
          may
          immediately and without expiration of any grace period enforce any and
          all of
          its rights and remedies hereunder and all other remedies available to it
          under
          applicable law.  Such acceleration may be rescinded and annulled by
          Holder at any time prior to payment hereunder and the Holder shall have
          all
          rights as a holder of the Debenture until such time, if any, as the Holder
          receives full payment pursuant to this Section 6(b).  No such
          rescission or annulment shall affect any subsequent Event of Default or
          impair
          any right consequent thereon.


        


        
          	
                	
                  Section
                    7.

                	
                  Miscellaneous.

                


        

        


        a)           Notices.  Any
          and all notices or other communications or deliveries to be provided by
          the
          Holder hereunder, shall be in writing and delivered personally, by facsimile,
          or
          sent by a nationally recognized overnight courier service, addressed to
          the
          Company, at the address set forth above, or such other facsimile number
          or
          address as the Company may specify for such purpose by notice to the Holder
          delivered in accordance with this Section 7.  Any and all notices or
          other communications or deliveries to be provided by the Company hereunder
          shall
          be in writing and delivered personally, by facsimile, or sent by a nationally
          recognized overnight courier service addressed to each Holder at the facsimile
          number or address of such Holder appearing on the books of the Company,
          or if no
          such facsimile number or address appears, at the principal place of business
          of
          the Holder.  Any notice or other communication or deliveries hereunder
          shall be deemed given and effective on the earliest of (i) the date of
          transmission, if such notice or communication is delivered via facsimile
          at the
          facsimile number specified in this Section 7 prior to 5:30 p.m. (New York
          City
          time), (ii) the date immediately following the date of transmission, if
          such
          notice or communication is delivered via facsimile at the facsimile number
          specified in this Section 9 between 5:30 p.m. (New York City time) and
          11:59
          p.m. (New York City time) on any date, (iii) the second Business Day following
          the date of mailing, if sent by nationally recognized overnight courier
          service,
          or (iv) upon actual receipt by the party to whom such notice is required
          to be
          given.

        


        


        
          
            
               

            

            
              8

              
                

              

            

            
               

            

          

        

        


        b)           Absolute
          Obligation. Except as expressly provided herein, no provision of this
          Debenture shall alter or impair the obligation of the Company, which is
          absolute
          and unconditional, to pay the principal of, liquidated damages and accrued
          interest, as applicable, on this Debenture at the time, place, and rate,
          and in
          the coin or currency, herein prescribed.  This Debenture is a direct
          debt obligation of the Company.  This Debenture ranks
paripassu with all other Debentures now or hereafter issued under
          the terms set forth herein.

        


        c)           Lost
          or Mutilated Debenture.  If this Debenture shall be mutilated,
          lost, stolen or destroyed, the Company shall execute and deliver, in exchange
          and substitution for and upon cancellation of a mutilated Debenture, or
          in lieu
          of or in substitution for a lost, stolen or destroyed Debenture, a new
          Debenture
          for the principal amount of this Debenture so mutilated, lost, stolen or
          destroyed, but only upon receipt of evidence of such loss, theft or destruction
          of such Debenture, and of the ownership hereof, reasonably satisfactory
          to the
          Company.

        


        d)           Governing
          Law.  All questions concerning the construction, validity,
          enforcement and interpretation of this Debenture shall be governed by and
          construed and enforced in accordance with the internal laws of the State
          of New
          York, without regard to the principles of conflict of laws
          thereof.  Each party agrees that all legal proceedings concerning the
          interpretation, enforcement and defense of the transactions contemplated
          by any
          of the Transaction Documents (whether brought against a party hereto or
          its
          respective Affiliates, directors, officers, shareholders, employees or
          agents)
          shall be commenced in the state and federal courts sitting in the City
          of New
          York, Borough of Manhattan (the “New York Courts”).  Each party
          hereto hereby irrevocably submits to the exclusive jurisdiction of the
          New York
          Courts for the adjudication of any dispute hereunder or in connection herewith
          or with any transaction contemplated hereby or discussed herein (including
          with
          respect to the enforcement of any of the Transaction Documents), and hereby
          irrevocably waives, and agrees not to assert in any suit, action or proceeding,
          any claim that it is not personally subject to the jurisdiction of such
          New York
          Courts, or such New York Courts are improper or inconvenient venue for
          such
          proceeding.  Each party hereby irrevocably waives personal service of
          process and consents to process being served in any such suit, action or
          proceeding by mailing a copy thereof via registered or certified mail or
          overnight delivery (with evidence of delivery) to such party at the address
          in
          effect for notices to it under this Debenture and agrees that such service
          shall
          constitute good and sufficient service of process and notice
          thereof.  Nothing contained herein shall be deemed to limit in any way
          any right to serve process in any other manner permitted by applicable
          law. Each
          party hereto hereby irrevocably waives, to the fullest extent permitted
          by
          applicable law, any and all right to trial by jury in any legal proceeding
          arising out of or relating to this Debenture or the transactions contemplated
          hereby. If either party shall commence an action or proceeding to enforce
          any
          provisions of this Debenture, then the prevailing party in such action
          or
          proceeding shall be reimbursed by the other party for its attorneys fees
          and
          other costs and expenses incurred in the investigation, preparation and
          prosecution of such action or proceeding.

        


        


        
          
            
               

            

            
              9

              
                

              

            

            
               

            

          

        

        


        e)           Waiver.  Any
          waiver by the Company or the Holder of a breach of any provision of this
          Debenture shall not operate as or be construed to be a waiver of any other
          breach of such provision or of any breach of any other provision of this
          Debenture.  The failure of the Company or the Holder to insist upon
          strict adherence to any term of this Debenture on one or more occasions
          shall
          not be considered a waiver or deprive that party of the right thereafter
          to
          insist upon strict adherence to that term or any other term of this
          Debenture.  Any waiver by the Company or the Holder must be in
          writing.

        


        f)           Severability.  If
          any provision of this Debenture is invalid, illegal or unenforceable, the
          balance of this Debenture shall remain in effect, and if any provision
          is
          inapplicable to any Person or circumstance, it shall nevertheless remain
          applicable to all other Persons and circumstances.  If it shall be
          found that any interest or other amount deemed interest due hereunder violates
          the applicable law governing usury, the applicable rate of interest due
          hereunder shall automatically be lowered to equal the maximum rate of interest
          permitted under applicable law. The Company covenants (to the extent that
          it may
          lawfully do so) that it shall not at any time insist upon, plead, or in
          any
          manner whatsoever claim or take the benefit or advantage of, any stay,
          extension
          or usury law or other law which would prohibit or forgive the Company from
          paying all or any portion of the principal of or interest on this Debenture
          as
          contemplated herein, wherever enacted, now or at any time hereafter in
          force, or
          which may affect the covenants or the performance of this indenture, and
          the
          Company (to the extent it may lawfully do so) hereby expressly waives all
          benefits or advantage of any such law, and covenants that it will not,
          by resort
          to any such law, hinder, delay or impeded the execution of any power herein
          granted to the Holder, but will suffer and permit the execution of every
          such as
          though no such law has been enacted.

        


        g)           Next
          Business Day.  Whenever any payment or other obligation hereunder
          shall be due on a day other than a Business Day, such payment shall be
          made on
          the next succeeding Business Day.

        


        h)           Headings.  The
          headings contained herein are for convenience only, do not constitute a
          part of
          this Debenture and shall not be deemed to limit or affect any of the provisions
          hereof.

        


        i)           Assumption. 
          Any successor to the Company or any surviving entity in a Fundamental
          Transaction shall (i) assume, prior to such Fundamental Transaction, all
          of the
          obligations of the Company under this Debenture and the other Transaction
          Documents pursuant to written agreements in form and substance satisfactory
          to
          the Holder (such approval not to be unreasonably withheld or delayed) and
          (ii)
          issue to the Holder a new debenture of such successor entity evidenced
          by a
          written instrument substantially similar in form and substance to this
          Debenture, including, without limitation, having a principal amount and
          interest
          rate equal to the principal amount and the interest rate of this Debenture
          and
          having similar ranking to this Debenture, which shall be satisfactory to
          the
          Holder (any such approval not to be unreasonably withheld or delayed).
 The
          provisions of this Section 7(i) shall apply similarly and equally to successive
          Fundamental Transactions and shall be applied without regard to any limitations
          of this Debenture.

        


        


        
          
            
               

            

            
              10

              
                

              

            

            
               

            

          

        

        


        j)           Secured
          Obligation.  The obligations of the Company under this Debenture
          are secured by all assets of the Company and each Subsidiary pursuant to
          the
          Security Agreement, dated as of July ____, 2007 between the Company, the
          Subsidiaries of the Company and the Secured Parties (as defined
          therein).

        


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

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


         

        


        


        


        
          
            
               

            

            
              11

              
                

              

            

            
               

            

          

        

        


        IN
          WITNESS WHEREOF, the Company has caused this Debenture to be duly executed
          by a
          duly authorized officer as of the date first above indicated.

        


        


        
          	 	
                  OXFORD
                    MEDIA, INC.

                   

                   

                
	 	
                  By:__________________________________________

                  Name:

                  Title:

                  Facsimile
                    No. for delivery of Notices:
                    _______________

                


        

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        
          
            
               

            

            
              12

              
                

              

            

            
               

            

          

        

         

        THIS
          SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
          OR
          THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
          REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
          ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
          AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
          AN
          AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT

        


        


        
          	
                  Original
                    Issue Date: July 16, 2007

                	
                  $526,315.79
                    USD

                


        

        


        


        12%
          SENIOR SECURED DEBENTURE

        DUE
          JULY 16, 2011

        


        THIS
          DEBENTURE is one of a series of duly authorized and validly issued 12%
          Senior
          Secured Debentures of Oxford Media, Inc., a Nevada corporation, (the
“Company”), having its principal place of business at One Technology
          Drive, Building H, Irvine, California, 92618, designated as its 12% Senior
          Secured Debenture due July 16, 2011 (this debenture, the “Debenture” and,
          collectively with the other debentures of such series, the
“Debentures”).

        

          FOR
            VALUE
            RECEIVED, the Company promises to pay to PALISADES MASTER FUND, LP, or
            its
            registered assigns (the “Holder”), or shall have paid pursuant to the
            terms hereunder, the principal sum of $526,315.79 in accordance with
            the
            provision of this Debenture and particularly Section 2 below.  This
            Debenture is subject to the following additional provisions:

        

        


        Section
          1.         Definitions.  For
          the purposes hereof, in addition to the terms defined elsewhere in this
          Debenture, (a) capitalized terms not otherwise defined herein shall have
          the
          meanings set forth in the Purchase Agreement and (b) the following terms
          shall
          have the following meanings:

        


        “Bankruptcy
          Event” means any of the following events: (a) the Company or any Significant
          Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X)
          thereof
          commences a case or other proceeding under any bankruptcy, reorganization,
          arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
          or
          liquidation or similar law of any jurisdiction relating to the Company
          or any
          Significant Subsidiary thereof; (b) there is commenced against the Company
          or
          any Significant Subsidiary thereof any such case or proceeding that is
          not
          dismissed within 60 days after commencement; (c) the Company or any Significant
          Subsidiary thereof is adjudicated insolvent or bankrupt or any order of
          relief
          or other order approving any such case or proceeding is entered; (d) the
          Company
          or any Significant Subsidiary thereof suffers any appointment of any custodian
          or the like for it or any substantial part of its property that is not
          discharged or stayed within 60 calendar days after such appointment; (e)
          the
          Company or any Significant Subsidiary thereof makes a general assignment
          for the
          benefit of creditors; (f) the Company or any Significant Subsidiary thereof
          calls a meeting of its creditors with a view to arranging a composition,
          adjustment or restructuring of its debts; or (g) the Company or any Significant
          Subsidiary thereof, by any act or failure to act, expressly indicates its
          consent to, approval of or acquiescence in any of the foregoing or takes
          any
          corporate or other action for the purpose of effecting any of the
          foregoing.

        


        


        
          
            
               

            

            
              1

              
                

              

            

            
               

            

          

        

        


        “Business
          Day” means any day except Saturday, Sunday, any day which shall be a federal
          legal holiday in the United States or any day on which banking institutions
          in
          the State of New York are authorized or required by law or other governmental
          action to close.

        


        “Change
          of Control Transaction” means the occurrence after the date hereof of any of
          (i) an acquisition after the date hereof by an individual or legal entity
          or
“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
          effective control (whether through legal or beneficial ownership of capital
          stock of the Company, by contract or otherwise) of in excess of 33% of
          the
          voting securities of the Company, or (ii) the Company merges into or
          consolidates with any other Person, or any Person merges into or consolidates
          with the Company and, after giving effect to such transaction, the stockholders
          of the Company immediately prior to such transaction own less than 66%
          of the
          aggregate voting power of the Company or the successor entity of such
          transaction, or (iii) the Company sells or transfers all or substantially
          all of
          its assets to another Person and the stockholders of the Company immediately
          prior to such transaction own less than 66% of the aggregate voting power
          of the
          acquiring entity immediately after the transaction, or (iv) a replacement
          at one
          time or within a three year period of more than one-half of the members
          of the
          Company’s board of directors which is not approved by a majority of those
          individuals who are members of the board of directors on the date hereof
          (or by
          those individuals who are serving as members of the board of directors
          on any
          date whose nomination to the board of directors was approved by a majority
          of
          the members of the board of directors who are members on the date hereof),
          or
          (v) the execution by the Company of an agreement to which the
          Company  is a party or by which it is bound, providing for any of the
          events set forth in clauses (i) through (iv) above.

        


        “Debenture
          Register” shall have the meaning set forth in Section 2(c).

        


        “Effectiveness
          Period” shall have the meaning set forth in the Registration Rights
          Agreement.

        


        “Event
          of Default” shall have the meaning set forth in Section 6.

        


        “Interest
          Payment Date” shall have the meaning set forth in Section 2(a).

        


        


        
          
            
               

            

            
              2

              
                

              

            

            
               

            

          

        

        


        “Late
          Fees” shall have the meaning set forth in Section 2(d).

        


        “Mandatory
          Default Amount” means the sum of (i) 130% of the outstanding principal
          amount of this Debenture, plus 100% of all accrued and unpaid interest
          hereon
          and (ii) all other amounts, costs, expenses and liquidated damages due
          in
          respect of this Debenture.

        


        “New
          York Courts” shall have the meaning set forth in Section 7(d).

        


        “Original
          Issue Date” means the date of the first issuance of the Debentures,
          regardless of any transfers of any Debenture and regardless of the number
          of
          instruments which may be issued to evidence such Debentures.

        


        “Permitted
          Indebtedness” means the Indebtedness existing on the Original Issue Date and
          set forth on Schedule 3.1(aa) attached to the Purchase
          Agreement.

        


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

         

        “Purchase
          Agreement” means the Securities Purchase Agreement, dated as of July 16,
          2007, among the Company and the original Holders, as amended, modified
          or
          supplemented from time to time in accordance with its terms.

        


        “Registration
          Rights Agreement” means the Registration Rights Agreement, dated as of the
          date of the Purchase Agreement, among the Company and the original Holders,
          as
          amended, modified or supplemented from time to time in accordance with
          its
          terms.

        


        “Registration
          Statement” means a registration statement that registers the resale of all
          Underlying Shares of the Holder, names such Holder as a “selling stockholder”
therein, and meets the requirements of the Registration Rights
          Agreement.

        


        


        
          
            
               

            

            
              3

              
                

              

            

            
               

            

          

        

        


        “Securities
          Act” means the Securities Act of 1933, as amended, and the rules and
          regulations promulgated thereunder.

        


        “Subsidiary”
          shall have the meaning set forth in the Purchase Agreement.

        


        “Trading
          Day” means a day on which the principal Trading Market is open for
          business.

        


        “Trading
          Market” means the following markets or exchanges on which the Common Stock
          is listed or quoted for trading on the date in question: the American Stock
          Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
          Global
          Select Market, the New York Stock Exchange or the OTC Bulletin
          Board.

        


        
          	
                	
                  Section
                    2.

                	
                   
                    Interest and Repayment
                    Obligations.

                


        

        


        a)           Payment
          of Interest. The Company shall pay interest to the Holder on the aggregate
          then outstanding principal amount of this Debenture at the rate of 12%
          per
          annum, payable quarterly within 3 Business Days of January 1, April 1,
          July 1
          and October 1, beginning on the first such date after the Original Issue
          Date
          and on each Maturity Date (each such date, an “Interest Payment Date”),
          in cash.

        


        b)           Payment
          of Principal.  The Company shall repay principal to the Holder in
          eight (8) equal installments at the same time interest payments are due
          hereunder commencing on September 30, 2009, with all remaining amounts
          due
          hereunder to be paid in full on July 16, 2011 (each such date as to the
          applicable principal amount under this Debenture, a “Maturity Date” or
          such earlier date as this Debenture is required or permitted to be repaid
          as
          provided for under this Debenture.

        


        c)           Interest
          Calculations. Interest shall be calculated on the basis of a 360-day year,
          consisting of twelve 30 calendar day periods, and shall accrue daily commencing
          on the Original Issue Date until payment in full of the outstanding principal,
          together with all accrued and unpaid interest, liquidated damages and other
          amounts which may become due hereunder, has been made.  Interest
          hereunder will be paid to the Person in whose name this Debenture is registered
          on the records of the Company regarding registration and transfers of this
          Debenture (the “Debenture Register”).

        


        d)           Late
          Fee.  All overdue accrued and unpaid interest to be paid hereunder
          shall entail a late fee at an interest rate equal to the lesser of 18%
          per annum
          or the maximum rate permitted by applicable law (“Late Fees”) which shall
          accrue daily from the date such interest is due hereunder through and including
          the date of payment in full.

        


        e)           Prepayment.  Except
          as otherwise set forth in this Debenture, the Company may not prepay any
          portion
          of the principal amount of this Debenture without the prior written consent
          of
          the Holder.

        


        


        
          
            
               

            

            
              4

              
                

              

            

            
               

            

          

        

        


        
          	
                   

                	
                  Section
                    3.

                	
                  Registration
                    of Transfers and Exchanges.

                


        

        


        a)           Different
          Denominations. This Debenture is exchangeable for an equal aggregate
          principal amount of Debentures of different authorized denominations, as
          requested by the Holder surrendering the same.  No service charge will
          be payable for such registration of exchange.

        


        b)           Investment
          Representations. This Debenture has been issued subject to certain
          investment representations of the original Holder set forth in the Purchase
          Agreement and may be transferred or exchanged only in compliance with the
          Purchase Agreement and applicable federal and state securities laws and
          regulations.

        


        c)           Reliance
          on Debenture Register. Prior to due presentment for transfer to the Company
          of this Debenture, the Company and any agent of the Company may treat the
          Person
          in whose name this Debenture is duly registered on the Debenture Register
          as the
          owner hereof for the purpose of receiving payment as herein provided and
          for all
          other purposes, whether or not this Debenture is overdue, and neither the
          Company nor any such agent shall be affected by notice to the
          contrary.

        


        
          	
                   

                	
                  Section
                    4.

                	
                  [INTENTIONALLY
                    DELETED].

                


        

        


        Section
          5.           Negative
          Covenants. As long as any portion of this Debenture remains outstanding,
          unless the holders of at least 75% in principal amount of the then outstanding
          Debentures shall have otherwise given prior written consent, the Company
          shall
          not, and shall not permit any of its subsidiaries (whether or not a Subsidiary
          on the Original Issue Date) to, directly or indirectly:

        


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

        


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

        


        c)           amend
          its charter documents, including, without limitation, its certificate of
          incorporation and bylaws, in any manner that materially and adversely affects
          any rights of the Holder;

        


        d)           repay,
          repurchase or offer to repay, repurchase or otherwise acquire more than
          a
deminimis number of shares of its Common Stock or Common Stock
          Equivalents other than as to (a) the Warrant Shares as permitted or required
          under the Transaction Documents and (b) repurchases of Common Stock or
          Common
          Stock Equivalents of departing officers and directors of the Company, provided
          that such repurchases shall not exceed an aggregate of $100,000 for all
          officers
          and directors during the term of this Debenture;

        


        


        
          
            
               

            

            
              5

              
                

              

            

            
               

            

          

        

        


        e)           pay
          cash dividends or distributions on any equity securities of the
          Company;

        


        f)           enter
          into any transaction with any Affiliate of the Company which would be required
          to be disclosed in any public filing with the Commission, unless such
          transaction is made on an arm’s-length basis and expressly approved by a
          majority of the disinterested directors of the Company (even if less than
          a
          quorum otherwise required for board approval); or

        


        g)           enter
          into any agreement with respect to any of the foregoing.

        


        
          	
                	
                  Section
                    6.

                	
                  Events
                    of Default.

                


        

        


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

        


        i.           any
          default in the payment of (A) the principal amount of any Debenture or
          (B)
          interest, liquidated damages and other amounts owing to a Holder on any
          Debenture, as and when the same shall become due and payable (whether on
          a
          Maturity Date or by acceleration or otherwise) which default, solely in
          the case
          of an interest payment or other default under clause (B) above, is not
          cured
          within 3 Trading Days;

        


        ii.           the
          Company shall fail to observe or perform any other covenant or agreement
          contained in the Debentures which failure is not cured, if possible to
          cure,
          within the earlier to occur of (A) 5 Trading Days after notice of such
          failure
          sent by the Holder or by any other Holder and (B) 10 Trading Days after
          the
          Company has become or should have become aware of such failure;

        


        iii.           a
          default or event of default (subject to any grace or cure period provided
          in the
          applicable agreement, document or instrument) shall occur under (A) any
          of the
          Transaction Documents or (B) any other material agreement, lease, document
          or
          instrument to which the Company or any Subsidiary is obligated (and not
          covered
          by clause (vi) below);

        


        iv.           any
          representation or warranty made in this Debenture, any other Transaction
          Documents, any written statement pursuant hereto or thereto or any other
          report,
          financial statement or certificate made or delivered to the Holder or any
          other
          Holder shall be untrue or incorrect in any material respect as of the date
          when
          made or deemed made;

        


        


        
          
            
               

            

            
              6

              
                

              

            

            
               

            

          

        

        


        v.           the
          Company or any Significant Subsidiary shall be subject to a Bankruptcy
          Event;

        


        vi.           the
          Company or any Subsidiary shall default on any of its obligations under
          any
          mortgage, credit agreement or other facility, indenture agreement, factoring
          agreement or other instrument under which there may be issued, or by which
          there
          may be secured or evidenced, any indebtedness for borrowed money or money
          due
          under any long term leasing or factoring arrangement that (a) involves
          an
          obligation greater than $150,000, whether such indebtedness now exists
          or shall
          hereafter be created, and (b) results in such indebtedness becoming or
          being
          declared due and payable prior to the date on which it would otherwise
          become
          due and payable;

        


        vii.           the
          Common Stock shall not be eligible for listing or quotation for trading
          on a
          Trading Market and shall not be eligible to resume listing or quotation
          for
          trading thereon within five Trading Days;

        


        viii.           the
          Company shall be a party to any Change of Control Transaction or Fundamental
          Transaction or shall agree to sell or dispose of all or in excess of 33%
          of its
          assets in one transaction or a series of related transactions (whether
          or not
          such sale would constitute a Change of Control Transaction);

        


        ix.           the
          initial Registration Statement shall not have been declared effective by
          the
          Commission on or prior to the 180th calendar
          day
          after the Closing Date;

        


        x.           if,
          during the Effectiveness Period (as defined in the Registration Rights
          Agreement), either (a) the effectiveness of the Registration Statement
          lapses
          for any reason or (b) the Holder shall not be permitted to resell Registrable
          Securities (as defined in the Registration Rights Agreement) under the
          Registration Statement for a period of more than 20 consecutive Trading
          Days or
          30 non-consecutive Trading Days during any 12 month period; provided,
however, that if the Company is negotiating a merger, consolidation,
          acquisition or sale of all or substantially all of its assets or a similar
          transaction and, in the written opinion of counsel to the Company, the
          Registration Statement would be required to be amended to include information
          concerning such pending transaction(s) or the parties thereto which information
          is not available or may not be publicly disclosed at the time, the Company
          shall
          be permitted an additional 10 consecutive Trading Days during any 12 month
          period pursuant to this Section 8(a)(x); or

        


        


        
          
            
               

            

            
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        xi.           any
          monetary judgment, writ or similar final process shall be entered or filed
          against the Company, any subsidiary or any of their respective property
          or other
          assets for more than $50,000, and such judgment, writ or similar final
          process
          shall remain unvacated, unbonded or unstayed for a period of 45 calendar
          days.

        


        b)           Remedies
          Upon Event of Default. If any Event of Default occurs, the outstanding
          principal amount of this Debenture, plus accrued but unpaid interest, liquidated
          damages and other amounts owing in respect thereof through the date of
          acceleration, shall become, at the Holder’s election, immediately due and
          payable in cash at the Mandatory Default Amount.  Commencing 5 days
          after the occurrence of any Event of Default that results in the eventual
          acceleration of this Debenture, the interest rate on this Debenture shall
          accrue
          at an interest rate equal to the lesser of 18% per annum or the maximum
          rate
          permitted under applicable law.  Upon the payment in full of the
          Mandatory Default Amount, the Holder shall promptly surrender this Debenture
          to
          or as directed by the Company.  In connection with such acceleration
          described herein, the Holder need not provide, and the Company hereby waives,
          any presentment, demand, protest or other notice of any kind, and the Holder
          may
          immediately and without expiration of any grace period enforce any and
          all of
          its rights and remedies hereunder and all other remedies available to it
          under
          applicable law.  Such acceleration may be rescinded and annulled by
          Holder at any time prior to payment hereunder and the Holder shall have
          all
          rights as a holder of the Debenture until such time, if any, as the Holder
          receives full payment pursuant to this Section 6(b).  No such
          rescission or annulment shall affect any subsequent Event of Default or
          impair
          any right consequent thereon.


        


        
          	
                	
                  Section
                    7.

                	
                  Miscellaneous.

                


        

        


        a)           Notices.  Any
          and all notices or other communications or deliveries to be provided by
          the
          Holder hereunder, shall be in writing and delivered personally, by facsimile,
          or
          sent by a nationally recognized overnight courier service, addressed to
          the
          Company, at the address set forth above, or such other facsimile number
          or
          address as the Company may specify for such purpose by notice to the Holder
          delivered in accordance with this Section 7.  Any and all notices or
          other communications or deliveries to be provided by the Company hereunder
          shall
          be in writing and delivered personally, by facsimile, or sent by a nationally
          recognized overnight courier service addressed to each Holder at the facsimile
          number or address of such Holder appearing on the books of the Company,
          or if no
          such facsimile number or address appears, at the principal place of business
          of
          the Holder.  Any notice or other communication or deliveries hereunder
          shall be deemed given and effective on the earliest of (i) the date of
          transmission, if such notice or communication is delivered via facsimile
          at the
          facsimile number specified in this Section 7 prior to 5:30 p.m. (New York
          City
          time), (ii) the date immediately following the date of transmission, if
          such
          notice or communication is delivered via facsimile at the facsimile number
          specified in this Section 9 between 5:30 p.m. (New York City time) and
          11:59
          p.m. (New York City time) on any date, (iii) the second Business Day following
          the date of mailing, if sent by nationally recognized overnight courier
          service,
          or (iv) upon actual receipt by the party to whom such notice is required
          to be
          given.

        


        


        
          
            
               

            

            
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        b)           Absolute
          Obligation. Except as expressly provided herein, no provision of this
          Debenture shall alter or impair the obligation of the Company, which is
          absolute
          and unconditional, to pay the principal of, liquidated damages and accrued
          interest, as applicable, on this Debenture at the time, place, and rate,
          and in
          the coin or currency, herein prescribed.  This Debenture is a direct
          debt obligation of the Company.  This Debenture ranks
paripassu with all other Debentures now or hereafter issued under
          the terms set forth herein.

        


        c)           Lost
          or Mutilated Debenture.  If this Debenture shall be mutilated,
          lost, stolen or destroyed, the Company shall execute and deliver, in exchange
          and substitution for and upon cancellation of a mutilated Debenture, or
          in lieu
          of or in substitution for a lost, stolen or destroyed Debenture, a new
          Debenture
          for the principal amount of this Debenture so mutilated, lost, stolen or
          destroyed, but only upon receipt of evidence of such loss, theft or destruction
          of such Debenture, and of the ownership hereof, reasonably satisfactory
          to the
          Company.

        


        d)           Governing
          Law.  All questions concerning the construction, validity,
          enforcement and interpretation of this Debenture shall be governed by and
          construed and enforced in accordance with the internal laws of the State
          of New
          York, without regard to the principles of conflict of laws
          thereof.  Each party agrees that all legal proceedings concerning the
          interpretation, enforcement and defense of the transactions contemplated
          by any
          of the Transaction Documents (whether brought against a party hereto or
          its
          respective Affiliates, directors, officers, shareholders, employees or
          agents)
          shall be commenced in the state and federal courts sitting in the City
          of New
          York, Borough of Manhattan (the “New York Courts”).  Each party
          hereto hereby irrevocably submits to the exclusive jurisdiction of the
          New York
          Courts for the adjudication of any dispute hereunder or in connection herewith
          or with any transaction contemplated hereby or discussed herein (including
          with
          respect to the enforcement of any of the Transaction Documents), and hereby
          irrevocably waives, and agrees not to assert in any suit, action or proceeding,
          any claim that it is not personally subject to the jurisdiction of such
          New York
          Courts, or such New York Courts are improper or inconvenient venue for
          such
          proceeding.  Each party hereby irrevocably waives personal service of
          process and consents to process being served in any such suit, action or
          proceeding by mailing a copy thereof via registered or certified mail or
          overnight delivery (with evidence of delivery) to such party at the address
          in
          effect for notices to it under this Debenture and agrees that such service
          shall
          constitute good and sufficient service of process and notice
          thereof.  Nothing contained herein shall be deemed to limit in any way
          any right to serve process in any other manner permitted by applicable
          law. Each
          party hereto hereby irrevocably waives, to the fullest extent permitted
          by
          applicable law, any and all right to trial by jury in any legal proceeding
          arising out of or relating to this Debenture or the transactions contemplated
          hereby. If either party shall commence an action or proceeding to enforce
          any
          provisions of this Debenture, then the prevailing party in such action
          or
          proceeding shall be reimbursed by the other party for its attorneys fees
          and
          other costs and expenses incurred in the investigation, preparation and
          prosecution of such action or proceeding.

        


        


        
          
            
               

            

            
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        e)           Waiver.  Any
          waiver by the Company or the Holder of a breach of any provision of this
          Debenture shall not operate as or be construed to be a waiver of any other
          breach of such provision or of any breach of any other provision of this
          Debenture.  The failure of the Company or the Holder to insist upon
          strict adherence to any term of this Debenture on one or more occasions
          shall
          not be considered a waiver or deprive that party of the right thereafter
          to
          insist upon strict adherence to that term or any other term of this
          Debenture.  Any waiver by the Company or the Holder must be in
          writing.

        


        f)           Severability.  If
          any provision of this Debenture is invalid, illegal or unenforceable, the
          balance of this Debenture shall remain in effect, and if any provision
          is
          inapplicable to any Person or circumstance, it shall nevertheless remain
          applicable to all other Persons and circumstances.  If it shall be
          found that any interest or other amount deemed interest due hereunder violates
          the applicable law governing usury, the applicable rate of interest due
          hereunder shall automatically be lowered to equal the maximum rate of interest
          permitted under applicable law. The Company covenants (to the extent that
          it may
          lawfully do so) that it shall not at any time insist upon, plead, or in
          any
          manner whatsoever claim or take the benefit or advantage of, any stay,
          extension
          or usury law or other law which would prohibit or forgive the Company from
          paying all or any portion of the principal of or interest on this Debenture
          as
          contemplated herein, wherever enacted, now or at any time hereafter in
          force, or
          which may affect the covenants or the performance of this indenture, and
          the
          Company (to the extent it may lawfully do so) hereby expressly waives all
          benefits or advantage of any such law, and covenants that it will not,
          by resort
          to any such law, hinder, delay or impeded the execution of any power herein
          granted to the Holder, but will suffer and permit the execution of every
          such as
          though no such law has been enacted.

        


        g)           Next
          Business Day.  Whenever any payment or other obligation hereunder
          shall be due on a day other than a Business Day, such payment shall be
          made on
          the next succeeding Business Day.

        


        h)           Headings.  The
          headings contained herein are for convenience only, do not constitute a
          part of
          this Debenture and shall not be deemed to limit or affect any of the provisions
          hereof.

        


        i)           Assumption. 
          Any successor to the Company or any surviving entity in a Fundamental
          Transaction shall (i) assume, prior to such Fundamental Transaction, all
          of the
          obligations of the Company under this Debenture and the other Transaction
          Documents pursuant to written agreements in form and substance satisfactory
          to
          the Holder (such approval not to be unreasonably withheld or delayed) and
          (ii)
          issue to the Holder a new debenture of such successor entity evidenced
          by a
          written instrument substantially similar in form and substance to this
          Debenture, including, without limitation, having a principal amount and
          interest
          rate equal to the principal amount and the interest rate of this Debenture
          and
          having similar ranking to this Debenture, which shall be satisfactory to
          the
          Holder (any such approval not to be unreasonably withheld or delayed).
 The
          provisions of this Section 7(i) shall apply similarly and equally to successive
          Fundamental Transactions and shall be applied without regard to any limitations
          of this Debenture.

        


        


        
          
            
               

            

            
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        j)           Secured
          Obligation.  The obligations of the Company under this Debenture
          are secured by all assets of the Company and each Subsidiary pursuant to
          the
          Security Agreement, dated as of July ____, 2007 between the Company, the
          Subsidiaries of the Company and the Secured Parties (as defined
          therein).

        


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        IN
          WITNESS WHEREOF, the Company has caused this Debenture to be duly executed
          by a
          duly authorized officer as of the date first above indicated.

        


        


        
          	 	
                  OXFORD
                    MEDIA, INC.

                   

                   

                
	 	
                  By:__________________________________________

                  Name:

                  Title:

                  Facsimile
                    No. for delivery of Notices:
                    _______________

                


        

        


        


        


        


        


        


        


         

        
 

        


        


        


        


        


        


        


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