EXHIBIT 10.7

                               ESCROW SHARES ESCROW AGREEMENT

      THIS ESCROW SHARES ESCROW AGREEMENT (the  "Agreement") is made and entered
into as of  October  ___,  2005  (the  "Effective  Date")  by and  among  OXFORD
VENTURES, INC., a corporation organized and existing under the laws of the State
of Nevada (the  "Company"),  the Buyers set forth on Schedule I attached  hereto
(individually,  a "Buyer" or collectively "Buyers"),  and GOTTBETTER & PARTNERS,
LLP, as escrow agent ("Escrow Agent").

                                    RECITALS:

      WHEREAS,  the  Company  and the  Buyers  have  entered  into a  Securities
Purchase Agreement (the "Securities Purchase  Agreement"),  dated as of the date
hereof,  pursuant to which the  Company  proposes  to sell  secured  convertible
debentures (the  "Convertible  Debentures")  which shall be convertible into the
Company's  Common Stock,  par value $0.001 per share (the "Common Stock") and in
connection  therewith  the Company has agreed to issue  certain of its  warrants
(the   "Warrants";   and,   together  with  the  Convertible   Debentures,   the
"Securities");

      WHEREAS, the Securities Purchase Agreement provides that the Company shall
deposit the Escrow Shares (as defined in the Securities Purchase Agreement) in a
segregated  escrow account to be held by Escrow Agent in order to effectuate the
conversions of the Convertible Debentures and the exercise of the Warrant;

      WHEREAS,  The Escrow Agent is willing to act as escrow  agent  pursuant to
the terms of this Agreement with respect to the Escrow Shares; and

      NOW,  THEREFORE,  in  consideration of the mutual  covenants,  agreements,
warranties,  and  representations  herein  contained,  and for  other  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

                              TERMS AND CONDITIONS

      1.    PROCEDURE FOR ESCROW. The procedures of the escrow shall be governed
by the  provisions  of Exhibit F of the  Securities  Purchase  Agreement and the
Convertible Debentures,  all of which are incorporated herein by reference as if
set forth fully herein.

      2.    TERMS OF  ESCROW.  The  terms of the  escrow  shall be  governed  by
Article 4 of the Securities  Purchase Agreement and the Convertible  Debentures,
all of which are incorporated herein by reference as if set forth fully herein.

      3.    CONCERNING THE ESCROW AGENT.

            3.1.  The Escrow Agent undertakes to perform only such duties as are
expressly set forth herein and no implied  duties or  obligations  shall be read
into this Agreement against the Escrow Agent.


<PAGE>

            3.2.  The  Escrow  Agent may act in  reliance  upon any  writing  or
instrument  or signature  which it, in good faith,  believes to be genuine,  may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument,  and may assume that any person  purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly  authorized  to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution,  or
validity of any  instrument  deposited in this escrow,  nor as to the  identity,
authority,  or right of any person  executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates,  monies,  instruments,
or other document received by it as such escrow holder,  and for the disposition
of the same in  accordance  with the written  instruments  accepted by it in the
escrow.

            3.3.  The  Buyers  and the  Company  hereby  agree,  to  defend  and
indemnify  the  Escrow  Agent  and hold it  harmless  from  any and all  claims,
liabilities,  losses, actions, suits, or proceedings at law or in equity, or any
other  expenses,  fees, or charges of any character or nature which it may incur
or with which it may be threatened by reason of its acting as Escrow Agent under
this  Agreement;  and in  connection  therewith,  to indemnify  the Escrow Agent
against any and all expenses,  including  attorneys' fees and costs of defending
any action,  suit, or proceeding or resisting any claim (and any costs  incurred
by the Escrow Agent  pursuant to Sections  6.4 or 6.5 hereof).  The Escrow Agent
shall  be  vested  with  a  lien  on  all  property  deposited  hereunder,   for
indemnification   of  attorneys'  fees  and  court  costs  regarding  any  suit,
proceeding  or  otherwise,  or any  other  expenses,  fees,  or  charges  of any
character  or nature,  which may be  incurred  by the Escrow  Agent by reason of
disputes   arising  between  the  makers  of  this  escrow  as  to  the  correct
interpretation  of this  Agreement  and  instructions  given to the Escrow Agent
hereunder,  or otherwise,  with the right of the Escrow Agent, regardless of the
instructions  aforesaid,  to hold said property until and unless said additional
expenses,  fees,  and charges shall be fully paid. Any fees and costs charged by
the Escrow Agent for serving hereunder shall be paid by the Company.

            3.4.  If any of the  parties  shall  be in  disagreement  about  the
interpretation  of this Agreement,  or about the rights and obligations,  or the
propriety of any action  contemplated by the Escrow Agent hereunder,  the Escrow
Agent may, at its sole  discretion  deposit the Escrow  Shares with the Clerk of
the United States  District Court of New York,  sitting in Manhattan,  New York,
and, upon notifying all parties  concerned of such action,  all liability on the
part of the Escrow Agent shall fully cease and terminate. The Escrow Agent shall
be indemnified by the Company and the Buyers for all costs, including reasonable
attorneys' fees in connection with the aforesaid proceeding,  and shall be fully
protected in suspending  all or a part of its  activities  under this  Agreement
until a final decision or other settlement in the proceeding is received.

            3.5.  The Escrow  Agent may consult  with  counsel of its own choice
(and the costs of such counsel  shall be paid by the Company and the Buyers) and
shall have full and complete  authorization  and protection for any action taken
or suffered by it hereunder in good faith and in accordance  with the opinion of
such  counsel.  The Escrow Agent shall not be liable for any mistakes of fact or
error of judgment, or for any actions or omissions of any kind, unless caused by
its willful misconduct or gross negligence.


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<PAGE>

            3.6.  The Escrow Agent may resign upon ten (10) days' written notice
to the parties in this Agreement.  If a successor  Escrow Agent is not appointed
within  this ten (10) day  period,  the  Escrow  Agent may  petition  a court of
competent jurisdiction to name a successor.

            3.7.  Conflict  Waiver.  The Company  hereby  acknowledges  that the
Escrow Agent is general  counsel to Highgate  House Funds,  LP  ("Highgate"),  a
partner  in the  general  partner  of  Highgate,  and  counsel  to  Highgate  in
connection with the transactions  contemplated and referred herein.  The Company
agrees  that in the  event  of any  dispute  arising  in  connection  with  this
Agreement  or  otherwise  in  connection   with  any  transaction  or  agreement
contemplated  and  referred  herein,  the Escrow  Agent  shall be  permitted  to
continue to represent  Highgate and the Company will not seek to disqualify such
counsel and waives any  objection  Company might have with respect to the Escrow
Agent acting as the Escrow Agent pursuant to this Agreement.

            3.8.  Notices.   Unless  otherwise  provided  herein,  all  demands,
notices,  consents,  service  of  process,  requests  and  other  communications
hereunder  shall be in writing and shall be  delivered in person or by overnight
courier  service,  or  mailed  by  certified  mail,  return  receipt  requested,
addressed:

If to the Company, to:             Oxford Ventures, Inc.
                                   4655 East Ivy Street, Suite 101
                                   Mesa, Arizona 85215
                                   Attention: Daniel Leonard
                                   Telephone: (402) 681-4635
                                   Facsimile: (402) 763-9511

With a copy to:                    Gottbetter & Partners, LLP
                                   488 Madison Avenue
                                   New York, NY 10022
                                   Attention: Adam Gottbetter, Esq.
                                   Telephone: (212) 400-6900
                                   Facsimile: (212) 400-6901

If to the Buyers:                  Highgate House Funds, Ltd.
                                   488 Madison Avenue
                                   New York, New York 10022
                                   Attention: Adam S. Gottbetter
                                   Telephone: (212) 400-6990
                                   Facsimile: (212) 400 6901

With copy to:                      Troy Rillo, Esq.
                                   101 Hudson Street, Suite 3700
                                   Jersey City, NJ 07302
                                   Telephone: (201) 985-8300
                                   Facsimile: (201) 985-1964


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<PAGE>

If to the Escrow Agent:            Gottbetter & Partners, LLP
                                   488 Madison Avenue
                                   New York, NY 10022
                                   Attention: Adam Gottbetter, Esq.
                                   Telephone: (212) 400-6900
                                   Facsimile: (212) 400-6901

Any such notice  shall be  effective  (a) when  delivered,  if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.

      4.    BINDING  EFFECT.  All of the  covenants  and  obligations  contained
herein  shall be binding  upon and shall inure to the benefit of the  respective
parties, their successors and assigns.

      5.    GOVERNING  LAW;  VENUE;  SERVICE  OF  PROCESS.  The  parties  hereto
acknowledge  that  the  transactions  contemplated  by  this  Agreement  and the
exhibits hereto bear a reasonable relation to the State of New York. The parties
hereto agree that the  internal  laws of the State of New York shall govern this
Agreement  and the exhibits  hereto,  including,  but not limited to, all issues
related to usury.  Any action to enforce the terms of this  Agreement  or any of
its exhibits  shall be brought  exclusively  in the state and/or  federal courts
situated  in the County and State of New York.  Service of process in any action
by the Buyers to enforce  the terms of this  Agreement  may be made by serving a
copy of the summons and complaint,  in addition to any other relevant documents,
by  commercial  overnight  courier to the Company at its  principal  address set
forth in this Agreement.

      6.    ENFORCEMENT COSTS. If any legal action or other pro~eding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default  or   misrepresentation  in  connection  with  any  provisions  of  this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees,  court costs and all expenses even if not
taxable as court costs (including,  without limitation, all such fees, costs and
expenses  incident  to  appeals),  incurred  in that  action or  proceeding,  in
addition to any other relief to which such party or parties may be entitled.

      7.    REMEDIES  CUMULATIVE.  No remedy herein  conferred upon any party is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law,  in equity,  by  statute,  or
otherwise.  No single or partial  exercise  by any party of any right,  power or
remedy hereunder shall preclude any other or further exercise thereof.

      8.    COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute the same instrument.

      9.    NO PENALTIES. No provision of this Agreement is to be interpreted as
a penalty upon any party to this Agreement.


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<PAGE>

      10.   JURY  TRIAL.  EACH OF THE BUYERS AND THE COMPANY  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY
JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION BASED HEREON,  OR ARISING
OUT OF, UNDER OR IN ANY WAY CONNECTED  WITH THE DEALINGS  BETWEEN THE BUYERS AND
COMPANY,  THIS  ESCROW  SHARES  ESCROW  AGREEMENT  OR ANY  DOCUMENT  EXECUTED IN
CONNECTION  HEREWITH,  OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR THERETO IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY
OR OTHERWISE.


                          REMAINDER OF PAGE LEFT BLANK


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<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have duly  executed  this Escrow
Shares Escrow Agreement as of the date first above written.


                                  OXFORD VENTURES, INC.

                                  By: /s/ Daniel Leonard
                                    --------------------------------------------
                                    Name:  Daniel Leonard
                                    Title: President and Chief Executive Officer



                                  GOTTBETTER & PARTNERS, LLP


                                  By: /s/ Adam S. Gottbetter
                                    --------------------------------------------
                                    Name:  Adam S. Gottbetter
                                    Title: Managing Partner



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<PAGE>

                                             SCHEDULE I


                                         SCHEDULE OF BUYERS

<TABLE>
<CAPTION>

                                                                             ADDRESS/FACSIMILE
          NAME                                 SIGNATURE                     NUMBER OF INVESTORS
--------------------------         -------------------------------      ----------------------------
<S>                                <C>                                  <C>
Highgate House Funds, Ltd.         By: /s/ Adam S. Gottbetter.
                                     -----------------------------      488 Madison Avenue
                                     Name: Adam S. Gottbetter           New York, NY 10022
                                     Its:  Portfolio Manager            Facsimile: (212) 400-6901


Prenox, LLC.                       By: /s/ Michael Weiss
                                     ------------------------------     623 Fifth Avenue, 32nd Floor
                                     Name: Michael Weiss                New York, NY 10022
                                     Its:                               Telephone: (212) 756-8045
                                                                        Facsimile: (212) 756-1480
</TABLE>


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