EXHIBIT 10.21

                              OXFORD VENTURES, INC.
                            PLACEMENT AGENT AGREEMENT


                                                   Dated as of: October 12, 2005

Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309


Ladies and Gentlemen:

      The  undersigned,   Oxford  Ventures,  Inc.,  a  Nevada  corporation  (the
"Company"),  hereby agrees with Newbridge Securities Corporation (the "Placement
Agent"), and Cornell Capital Partners, LP (the "Investor") as follows:

      1.    Offering.  The Company hereby engages the Placement  Agent to act as
its exclusive placement agent in connection with the Standby Equity Distribution
Agreement  dated the date  hereof  between the  Company  and the  Investor  (the
"Standby Equity  Distribution  Agreement"),  pursuant to which the Company shall
issue  and sell to the  Investor,  from  time to time,  and the  Investor  shall
purchase  from  the  Company  (the  "Offering")  up to  Thirty  Million  Dollars
($30,000,000) (the "Commitment Amount") of the Company's common stock, par value
$0.001 per share (the "Common Stock"),  at price per share equal to the Purchase
Price, as that term is defined in the Standby Equity Distribution Agreement. The
Placement  Agent  services  shall  consist of reviewing the terms of the Standby
Equity  Distribution  Agreement  and  advising the Company with respect to those
terms.

      All capitalized  terms used herein and not otherwise  defined herein shall
have the same  meaning  ascribed to them as in the Standby  Equity  Distribution
Agreement. The Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration Rights Agreement
between the Company and the  Investor  dated the date hereof (the  "Registration
Rights  Agreement").  The  documents to be executed and  delivered in connection
with the Offering, including, but not limited, to the Company's latest Quarterly
Report on Form 10-QSB as filed with the United  States  Securities  and Exchange
Commission,  this Agreement,  the Standby Equity Distribution Agreement, and the
Registration Rights Agreement are referred to sometimes hereinafter collectively
as the  "Offering  Materials."  The  Company's  Common  Stock  purchased  by the
Investor under the Standby Equity  Distribution  Agreement is sometimes referred
to hereinafter as the  "Securities."  The Placement Agent shall not be obligated
to sell any Securities.

      2.    Compensation.

            A.    Upon the execution of this Agreement,  the Company shall issue
to the Placement Agent or its designee _____________ shares of Common Stock (the
"Placement   Agent's  Shares").   The  Placement  Agent  shall  be  entitled  to
"piggy-back"  registration  rights with respect to the Placement Agent's Shares,
which shall be triggered upon  registration of any shares of Common Stock by the
Company pursuant to the Registration Rights Agreement dated the date hereof.


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      3.    Representations, Warranties and Covenants of the Placement Agent.

            A.    The  Placement  Agent  represents,  warrants and  covenants as
follows:

                  (i)   The  Placement  Agent has the  necessary  power to enter
into this Agreement and to consummate the transactions contemplated hereby.

                  (ii)  The  execution  and delivery by the  Placement  Agent of
this Agreement and the consummation of the transactions contemplated herein will
not result in any violation of, or be in conflict  with, or constitute a default
under, any agreement or instrument to which the Placement Agent is a party or by
which the Placement Agent or its properties are bound, or any judgment,  decree,
order or, to the Placement Agent's  knowledge,  any statute,  rule or regulation
applicable to the Placement Agent. This Agreement when executed and delivered by
the Placement Agent, will constitute the legal, valid and binding obligations of
the Placement  Agent,  enforceable in accordance  with their  respective  terms,
except  to the  extent  that (a) the  enforceability  hereof or  thereof  may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to general principles of equity,
or (c) the  indemnification  provisions  hereof or thereof  may be held to be in
violation of public policy.

                  (iii) Upon  receipt  and  execution  of  this  Agreement,  the
Placement Agent will promptly forward copies of this Agreement to the Company or
its counsel and the Investor or its counsel.

                  (iv)  The  Placement  Agent  will not  intentionally  take any
action  that it  reasonably  believes  would  cause the  Offering to violate the
provisions  of the  Securities  Act of 1933,  as amended (the "1933  Act"),  the
Securities  Exchange  Act of 1934 (the "1934  Act"),  the  respective  rules and
regulations  promulgated  thereunder (the "Rules and Regulations") or applicable
"Blue Sky" laws of any state or jurisdiction.

                  (v)   The  Placement   Agent  is  a  member  of  the  National
Association of Securities  Dealers,  Inc., and is a broker-dealer  registered as
such under the 1934 Act and under the securities laws of the states in which the
Securities  will be offered or sold by the  Placement  Agent unless an exemption
for such state  registration is available to the Placement  Agent. The Placement
Agent is in material compliance with the rules and regulations applicable to the
Placement Agent generally and applicable to the Placement Agent's  participation
in the Offering.


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      4.    Representations and Warranties of the Company.

            A.    The Company represents and warrants as follows:

                  (i)   The execution,  delivery and performance of each of this
Agreement,  the Standby  Equity  Distribution  Agreement,  and the  Registration
Rights Agreement has been or will be duly and validly  authorized by the Company
and is, or with  respect to this  Agreement,  the  Standby  Equity  Distribution
Agreement,  and the  Registration  Rights Agreement will be, a valid and binding
agreement of the Company,  enforceable in accordance with its respective  terms,
except  to the  extent  that (a) the  enforceability  hereof or  thereof  may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, (b)
the enforceability  hereof or thereof is subject to general principles of equity
or (c) the  indemnification  provisions  hereof or thereof  may be held to be in
violation  of  public  policy.  The  Securities  to be  issued  pursuant  to the
transactions  contemplated by this Agreement and the Standby Equity Distribution
Agreement have been duly  authorized and, when issued and paid for in accordance
with this Agreement and the Standby Equity Distribution  Agreement will be valid
and binding  obligations of the Company,  enforceable  in accordance  with their
respective terms,  except to the extent that (1) the enforceability  thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, and
(2) the  enforceability  thereof is subject to general principles of equity. All
corporate action required to be taken for the  authorization,  issuance and sale
of the Securities has been duly and validly taken by the Company.

                  (ii)  The   Company   has  a  duly   authorized,   issued  and
outstanding  capitalization  as set  forth  herein  and in  the  Standby  Equity
Distribution  Agreement.  The  Company  is  not a  party  to  or  bound  by  any
instrument, agreement or other arrangement providing for it to issue any capital
stock, rights, warrants, options or other securities, except for this Agreement,
the  agreements  described  herein  and  as  described  in  the  Standby  Equity
Distribution  Agreement and the  agreements  described  therein.  All issued and
outstanding  securities of the Company,  have been duly  authorized  and validly
issued and are fully paid and non-assessable; the holders thereof have no rights
of rescission or preemptive  rights with respect  thereto and are not subject to
personal liability solely by reason of being security holders;  and none of such
securities  were issued in violation of the preemptive  rights of any holders of
any security of the Company.

                  (iii) The Common  Stock to be issued in  accordance  with this
Agreement  and  the  Standby  Equity  Distribution   Agreement  have  been  duly
authorized and, when issued and paid for in accordance with this Agreement,  the
Standby   Equity   Distribution   Agreement  and  the   certificates/instruments
representing   such  Common  Stock  will  be  validly  issued,   fully-paid  and
non-assessable;  the holders  thereof will not be subject to personal  liability
solely by reason of being such holders;  such Securities are not and will not be
subject to the preemptive rights of any holder of any security of the Company.

                  (iv)  The Company has good and  marketable  title to, or valid
and enforceable  leasehold  estates in, all items of real and personal  property
necessary to conduct its business  (including,  without limitation,  any real or
personal property stated in the Offering  Materials to be owned or leased by the
Company), free and clear of all liens, encumbrances,  claims, security interests
and defects of any material nature whatsoever, other than those set forth in the
Offering Materials and liens for taxes not yet due and payable.


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                  (v)   There  is  no  litigation  or  governmental   proceeding
pending  or, to the best of the  Company's  knowledge,  threatened  against,  or
involving the properties or business of the Company,  except as set forth in the
Offering Materials.

                  (vi)  The Company is duly  organized  and validly  exists as a
corporation  in good standing  under the laws of the State of Nevada.  Except as
set  forth in the  Offering  Materials,  the  Company  does not own or  control,
directly  or  indirectly,  an interest  in any other  corporation,  partnership,
trust,  joint venture or other business entity. The Company is duly qualified or
licensed and in good standing as a foreign  corporation in each  jurisdiction in
which the character of its operations  requires such  qualification or licensing
and where  failure to so qualify  would  have a material  adverse  effect on the
Company.  The Company has all requisite  corporate power and authority,  and all
material and necessary authorizations, approvals, orders, licenses, certificates
and  permits  of and from  all  governmental  regulatory  officials  and  bodies
(domestic  and foreign) to conduct its  businesses  (and  proposed  business) as
described in the Offering  Materials.  Any disclosures in the Offering Materials
concerning the effects of foreign,  federal,  state and local  regulation on the
Company's  businesses as currently  conducted and as contemplated are correct in
all material  respects and do not omit to state a material fact. The Company has
all  corporate  power and  authority to enter into this  Agreement,  the Standby
Equity Distribution Agreement,  the Registration Rights Agreement,  and to carry
out the  provisions  and  conditions  hereof  and  thereof,  and  all  consents,
authorizations,  approvals  and  orders  required  in  connection  herewith  and
therewith  have been  obtained.  No consent,  authorization  or order of, and no
filing  with,  any court,  government  agency or other body is  required  by the
Company for the  issuance of the  Securities  or  execution  and delivery of the
Offering  Materials except for applicable federal and state securities laws. The
Company, since its inception, has not incurred any liability arising under or as
a result of the  application  of any of the provisions of the 1933 Act, the 1934
Act or the Rules and Regulations.

                  (vii) There  has  been  no  material  adverse  change  in  the
condition or prospects of the Company,  financial or otherwise,  from the latest
dates as of which such  condition or prospects,  respectively,  are set forth in
the Offering Materials,  and the outstanding debt, the property and the business
of the Company  conform in all  material  respects to the  descriptions  thereof
contained in the Offering Materials.

                  (viii) Except  as set  forth in the  Offering  Materials,  the
Company is not in breach of, or in default  under,  any term or provision of any
material  indenture,  mortgage,  deed of trust,  lease,  note, loan or any other
material agreement or instrument evidencing an obligation for borrowed money, or
any other material agreement or instrument to which it is a party or by which it
or any of its  properties  may be  bound  or  affected.  The  Company  is not in
violation  of any  provision  of its charter or by-laws or in  violation  of any
franchise,  license, permit,  judgment,  decree or order, or in violation of any
material statute, rule or regulation.  Neither the execution and delivery of the
Offering Materials nor the issuance and sale or delivery of the Securities,  nor
the  consummation  of any  of  the  transactions  contemplated  in the  Offering
Materials nor the compliance by the Company with the terms and provisions hereof


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<PAGE>

or thereof,  has  conflicted  with or will conflict  with, or has resulted in or
will  result  in a  breach  of,  any of the  terms  and  provisions  of,  or has
constituted  or will  constitute  a default  under,  or has  resulted in or will
result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the  Company or  pursuant  to the terms of any  indenture,
mortgage,  deed of  trust,  note,  loan or any  other  agreement  or  instrument
evidencing  an  obligation  for  borrowed  money,  or  any  other  agreement  or
instrument  to which the Company may be bound or to which any of the property or
assets of the Company is subject except (a) where such default,  lien, charge or
encumbrance  would not have a material  adverse effect on the Company and (b) as
described  in the  Offering  Materials;  nor  will  such  action  result  in any
violation  of the  provisions  of the  charter or the by-laws of the Company or,
assuming  the  due  performance  by  the  Placement  Agent  of  its  obligations
hereunder,  any  material  statute or any  material  order,  rule or  regulation
applicable  to the  Company of any court or of any  foreign,  federal,  state or
other regulatory authority or other government body having jurisdiction over the
Company.

                  (ix)  Subsequent to the dates as of which information is given
in  the  Offering  Materials,  and  except  as may  otherwise  be  indicated  or
contemplated  herein or therein the Company has not (a) issued any securities or
incurred any liability or obligation,  direct or contingent, for borrowed money,
or (b)  entered  into any  transaction  other  than in the  ordinary  course  of
business, or (c) declared or paid any dividend or made any other distribution on
or in  respect  of its  capital  stock.  Except  as  described  in the  Offering
Materials, the Company has no outstanding obligations to any officer or director
of the Company other than normal  payable in connection  with services  provided
recently.

                  (x)   There  are no claims  for  services  in the  nature of a
finder's or origination  fee with respect to the sale of the Common Stock or any
other  arrangements,  agreements or understandings that may affect the Placement
Agent's  compensation,  as determined by the National  Association of Securities
Dealers, Inc.

                  (xi)  The  Company  owns or  possesses,  free and clear of all
liens or  encumbrances  and rights  thereto or  therein  by third  parties,  the
requisite  licenses  or  other  rights  to use all  trademarks,  service  marks,
copyrights,  service  names,  trade  names,  patents,  patent  applications  and
licenses necessary to conduct its business (including,  without limitation,  any
such  licenses or rights  described in the Offering  Materials as being owned or
possessed by the Company)  and,  except as set forth in the Offering  Materials,
there is no claim or action by any person pertaining to, or proceeding,  pending
or threatened, which challenges the exclusive rights of the Company with respect
to any  trademarks,  service  marks,  copyrights,  service  names,  trade names,
patents,  patent  applications and licenses used in the conduct of the Company's
businesses (including, without limitation, any such licenses or rights described
in the Offering Materials as being owned or possessed by the Company) except any
claim or action that would not have a material  adverse  effect on the  Company;
the Company's  current  products,  services or processes do not infringe or will
not infringe on the patents currently held by any third party.

                  (xii) Subject to the performance by the Placement Agent of its
obligations  hereunder the offer and sale of the Securities  complies,  and will
continue to comply,  in all material  respects with the requirements of Rule 506
of  Regulation D  promulgated  by the SEC pursuant to the 1933 Act and any other
applicable  federal and state laws,  rules,  regulations  and executive  orders.
Neither the Offering  Materials nor any amendment or supplement  thereto nor any


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<PAGE>

documents  prepared by the Company in connection  with the Offering will contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading.  All
statements of material  facts in the Offering  Materials are true and correct as
of the date of the Offering Materials.

                  (xiii) All  material  taxes which are due and payable from the
Company  have been  paid in full or  adequate  provision  has been made for such
taxes on the books of the Company, except for those taxes disputed in good faith
by the Company

                  (xiv) None of the Company nor any of its officers,  directors,
employees or agents, nor any other person acting on behalf of the Company,  has,
directly  or  indirectly,  given or agreed to give any  money,  gift or  similar
benefit (other than legal price  concessions to customers in the ordinary course
of  business)  to any  customer,  supplier,  employee  or agent of a customer or
supplier,  or official or employee of any governmental agency or instrumentality
of any government  (domestic or foreign) or any political party or candidate for
office  (domestic  or foreign) or other person who is or may be in a position to
help or hinder the business of the Company (or assist it in connection  with any
actual or  proposed  transaction)  which (A) might  subject  the  Company to any
damage  or  penalty  in  any  civil,  criminal  or  governmental  litigation  or
proceeding, or (B) if not given in the past, might have had a materially adverse
effect on the assets,  business or operations of the Company as reflected in any
of the financial statements  contained in the Offering Materials,  or (C) if not
continued in the future, might adversely affect the assets, business, operations
or prospects of the Company in the future.

      5.    Certain Covenants and Agreements of the Company.

      The Company covenants and agrees at its expense and without any expense to
the Placement Agent as follows:

            A.    To advise the Placement  Agent of any material  adverse change
in  the  Company's  financial  condition,   prospects  or  business  or  of  any
development  materially  affecting the Company or rendering untrue or misleading
any material statement in the Offering  Materials  occurring at any time as soon
as the Company is either informed or becomes aware thereof.

            B.    To use its commercially reasonable efforts to cause the Common
Stock issuable in connection with the Standby Equity  Distribution  Agreement to
be qualified or registered for sale on terms consistent with those stated in the
Registration   Rights   Agreement  and  under  the   securities   laws  of  such
jurisdictions  as the Placement Agent shall reasonably  request.  Qualification,
registration  and  exemption  charges  and fees  shall  be at the sole  cost and
expense of the Company.

            C.    Upon written  request,  to provide and continue to provide the
Placement Agent copies of all quarterly financial  statements and audited annual
financial  statements  prepared by or on behalf of the  Company,  other  reports
prepared by or on behalf of the Company for public  disclosure and all documents
delivered to the Company's stockholders.

            D.    To comply with the terms of the Offering Materials.


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<PAGE>

            E.    To ensure that any transactions  between or among the Company,
or any of its officers, directors and affiliates be on terms and conditions that
are no less favorable to the Company,  than the terms and conditions  that would
be available in an "arm's length" transaction with an independent third party.

            F.    Upon the  effectiveness of a registration  statement  covering
the Securities,  the Company shall promptly  provide the Placement Agent with an
opinion of Counsel to the Company,  which opinion shall be in form and substance
reasonably satisfactory to and the Placement Agent.

            G.    At or  prior to the  Closing,  the  Company  shall  have  been
furnished such documents, certificates and opinions as it may reasonably require
for the  purpose  of  enabling  the  Placement  Agent to review or pass upon the
matters referred to in this Agreement and the Offering Materials, or in order to
evidence   the   accuracy,   completeness   or   satisfaction   of  any  of  the
representations, warranties or conditions herein contained.

      6.    Indemnification and Limitation of Liability.

            A.    The Company  hereby agrees that it will indemnify and hold the
Placement   Agent  and  each  officer,   director,   shareholder,   employee  or
representative of the Placement Agent and each person controlling, controlled by
or under common  control with the Placement  Agent within the meaning of Section
15 of the  1933  Act or  Section  20 of the  1934  Act or the  SEC's  Rules  and
Regulations promulgated thereunder (the "Rules and Regulations"),  harmless from
and  against  any  and all  loss,  claim,  damage,  liability,  cost or  expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses and  disbursements  incurred in connection  with  investigating,
preparing to defend or defending any action,  suit or proceeding,  including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as a witness in any  action,  suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a deposition)  to which the Placement  Agent or such  indemnified  person of the
Placement  Agent may become  subject under the 1933 Act, the 1934 Act, the Rules
and Regulations, or any other federal or state law or regulation,  common law or
otherwise,  arising  out of or based  upon (i) any untrue  statement  or alleged
untrue  statement  of a  material  fact  contained  in  (a)  Section  4 of  this
Agreement,  (b) the Offering Materials (except those written statements relating
to the Placement Agent given by the Placement Agent for inclusion therein),  (c)
any  application  or other  document  or written  communication  executed by the
Company or based upon written information  furnished by the Company filed in any
jurisdiction  in order to qualify  the Common  Stock under the  securities  laws
thereof,  or any state  securities  commission  or agency;  (ii) the omission or
alleged omission from documents  described in clauses (a), (b) or (c) above of a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading;  or (iii) the breach of any  representation,  warranty,
covenant or agreement made by the Company in this Agreement. The Company further
agrees that upon demand by an  indemnified  person,  at any time or from time to
time, it will promptly  reimburse such indemnified  person for any loss,  claim,
damage,  liability,  cost  or  expense  actually  and  reasonably  paid  by  the
indemnified  person as to which the Company has indemnified such person pursuant
hereto.  Notwithstanding  the foregoing  provisions of this Paragraph  7(A), any
such payment or reimbursement by the Company of fees,  expenses or disbursements


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incurred by an indemnified person in any proceeding in which a final judgment by
a court of competent  jurisdiction  (after all appeals or the expiration of time
to appeal) is entered  against the Placement  Agent or such  indemnified  person
based upon specific finding of fact that the Placement Agent or such indemnified
person's gross negligence or willful  misfeasance will be promptly repaid to the
Company.

            B.    The Placement  Agent hereby agrees that it will  indemnify and
hold  the  Company  and  each  officer,  director,   shareholder,   employee  or
representative  of the Company,  and each person  controlling,  controlled by or
under common  control  with the Company  within the meaning of Section 15 of the
1933 Act or  Section 20 of the 1934 Act or the Rules and  Regulations,  harmless
from and against any and all loss,  claim,  damage,  liability,  cost or expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses and  disbursements  incurred in connection  with  investigating,
preparing to defend or defending any action,  suit or proceeding,  including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as a witness in any  action,  suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a deposition) to which the Company or such indemnified person of the Company may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based upon (i) the material  breach of any  representation,  warranty,
covenant or agreement made by the Placement Agent in this Agreement, or (ii) any
false or misleading information provided to the Company in writing by one of the
Placement Agent's indemnified persons specifically for inclusion in the Offering
Materials.

            C.    Promptly  after receipt by an  indemnified  party of notice of
commencement  of any  action  covered by  Section  7(A) or (B),  the party to be
indemnified shall,  within five (5) business days, notify the indemnifying party
of the  commencement  thereof;  the omission by one (1) indemnified  party to so
notify the indemnifying  party shall not relieve the  indemnifying  party of its
obligation to indemnify any other  indemnified  party that has given such notice
and shall not relieve the  indemnifying  party of any liability  outside of this
indemnification  if not  materially  prejudiced  thereby.  In the event that any
action is brought against the indemnified  party, the indemnifying party will be
entitled to participate  therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen by it which is  reasonably
acceptable to the indemnified party. After notice from the indemnifying party to
such  indemnified  party of its election to so assume the defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  such
Section 7(A) or (B), for any legal or other  expenses  subsequently  incurred by
such  indemnified  party  in  connection  with  the  defense  thereof,  but  the
indemnified  party  may,  at its own  expense,  participate  in such  defense by
counsel  chosen by it,  without,  however,  impairing the  indemnifying  party's
control  of  the  defense.   Subject  to  the  proviso  of  this   sentence  and
notwithstanding  any other  statement  to the  contrary  contained  herein,  the
indemnified  party or  parties  shall  have the right to choose its or their own
counsel  and  control  the  defense  of any  action,  all at the  expense of the
indemnifying  party  if (i) the  employment  of such  counsel  shall  have  been
authorized in writing by the  indemnifying  party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
such  indemnified  party to have charge of the  defense of such action  within a
reasonable  time  after  notice of  commencement  of the  action,  or (iii) such
indemnified  party or parties shall have reasonably  concluded that there may be


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defenses available to it or them which are different from or additional to those
available  to one  or  all  of the  indemnifying  parties  (in  which  case  the
indemnifying  parties  shall not have the right to direct  the  defense  of such
action on behalf of the  indemnified  party or parties),  in any of which events
such  fees  and  expenses  of one  additional  counsel  shall  be  borne  by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection with any one action or separate but substantially  similar or related
actions in the same jurisdiction  arising out of the same general allegations or
circumstance,  be liable for the  reasonable  fees and expenses of more than one
separate  firm of attorneys  at any time for all such  indemnified  parties.  No
settlement of any action or  proceeding  against an  indemnified  party shall be
made without the consent of the indemnifying party.

            D.    In order to provide  for just and  equitable  contribution  in
circumstances in which the indemnification  provided for in Section 7(A) or 7(B)
is due in accordance  with its terms but is for any reason held by a court to be
unavailable  on grounds of policy or  otherwise,  the Company and the  Placement
Agent shall contribute to the aggregate losses,  claims, damages and liabilities
(including  legal or other expenses  reasonably  incurred in connection with the
investigation  or defense of same) which the other may incur in such  proportion
so that the  Placement  Agent  shall be  responsible  for  such  percent  of the
aggregate of such losses,  claims,  damages and  liabilities  as shall equal the
percentage of the gross  proceeds  paid to the  Placement  Agent and the Company
shall be responsible for the balance;  provided,  however, that no person guilty
of fraudulent  misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person who was not guilty of such
fraudulent  misrepresentation.  For  purposes of this Section  7(D),  any person
controlling,  controlled by or under common control with the Placement Agent, or
any partner,  director,  officer,  employee,  representative or any agent of any
thereof,  shall have the same rights to  contribution as the Placement Agent and
each person controlling,  controlled by or under common control with the Company
within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
and each officer of the Company and each  director of the Company shall have the
same rights to contribution  as the Company.  Any party entitled to contribution
will,  promptly after receipt of notice of commencement  of any action,  suit or
proceeding  against such party in respect of which a claim for  contribution may
be made against the other party under this Section 7(D),  notify such party from
whom contribution may be sought,  but the omission to so notify such party shall
not relieve the party from whom  contribution  may be sought from any obligation
they may have hereunder or otherwise if the party from whom  contribution may be
sought is not materially prejudiced thereby.

            E.    The indemnity and  contribution  agreements  contained in this
Section 7 shall remain operative and in full force and effect  regardless of any
investigation  made by or on behalf of any indemnified person or any termination
of this Agreement.

            F.    The Company hereby waives,  to the fullest extent permitted by
law, any right to or claim of any  punitive,  exemplary,  incidental,  indirect,
special,  consequential or other damages (including, without limitation, loss of
profits)  against the Placement Agent and each officer,  director,  shareholder,
employee or representative  of the placement agent and each person  controlling,
controlled  by or under  common  control  with the  Placement  Agent  within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
and Regulations arising out of any cause whatsoever (whether such cause be based
in  contract,   negligence,   strict   liability,   other  tort  or  otherwise).


                                       9
<PAGE>

Notwithstanding  anything  to  the  contrary  contained  herein,  the  aggregate
liability  of the  Placement  Agent  and each  officer,  director,  shareholder,
employee or representative  of the Placement Agent and each person  controlling,
controlled  by or under  common  control  with the  Placement  Agent  within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
and  Regulations  shall not exceed the  compensation  received by the  Placement
Agent  pursuant to Section 2 hereof.  This  limitation of liability  shall apply
regardless of the cause of action,  whether contract,  tort (including,  without
limitation,  negligence)  or breach of statute or any other  legal or  equitable
obligation.

      7.    Payment of Expenses.

      The Company  hereby agrees to bear all of the expenses in connection  with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect
to the  transmission of Offering  Materials,  registrar and transfer agent fees,
fees of the Company's counsel and accountants, issue and transfer taxes, if any.

      8.    Termination.

      This  Agreement  shall be  co-terminus  with,  and terminate upon the same
terms  and  conditions  as those set forth in the  Standby  Equity  Distribution
Agreement.

      9.    Miscellaneous.

            A.    This Agreement may be executed in any number of  counterparts,
each of which shall be deemed to be an  original,  but all which shall be deemed
to be one and the same instrument.

            B.    Any notice  required or permitted to be given  hereunder shall
be given in writing and shall be deemed  effective  when deposited in the United
States mail, postage prepaid, or when received if personally  delivered or faxed
(upon  confirmation  of receipt  received by the sending  party),  addressed  as
follows to such other address of which written notice is given to the others):

If to Placement Agent, to:      Newbridge Securities Corporation
                                1451 Cypress Creek Road, Suite 204
                                Fort Lauderdale, Florida 33309
                                Attention: Doug Aguililla
                                Telephone: (954) 334-3450
                                Facsimile: (954) 229-9937

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


                                       10
<PAGE>

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

            C.    This  Agreement  shall be  governed  by and  construed  in all
respects  under the laws of the State of New Jersey,  without  reference  to its
conflict of laws rules or principles. Any suit, action, proceeding or litigation
arising out of or relating to this Agreement  shall be brought and prosecuted in
such federal or state court or courts  located within the State of New Jersey as
provided by law. The parties hereby irrevocably and  unconditionally  consent to
the  jurisdiction  of each such court or courts  located within the State of New
Jersey and to service of process by registered or certified mail, return receipt
requested,  or by any other  manner  provided  by  applicable  law,  and  hereby
irrevocably and unconditionally  waive any right to claim that any suit, action,
proceeding  or litigation  so commenced  has been  commenced in an  inconvenient
forum.

            D.    This  Agreement  and the other  agreements  referenced  herein
contain  the entire  understanding  between  the  parties  hereto and may not be
modified or amended  except by a writing  duly signed by the party  against whom
enforcement of the modification or amendment is sought.

            E.    If any provision of this Agreement shall be held to be invalid
or unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Agreement.


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                                       11
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Placement Agent
Agreement as of the date first written above.


                                OXFORD VENTURES, INC.

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



                                NEWBRIDGE SECURITIES CORPORATION

                                By: /s/ Guy S. Amico
                                    --------------------------------------------
                                    Name:  Guy S. Amico
                                    Title: President


                                CORNELL CAPITAL PARTNERS, LP

                                BY:  YORKVILLE ADVISORS, LLC
                                ITS: GENERAL PARTNER

                                By: /s/ Mark A. Angelo
                                    --------------------------------------------
                                    Name:  Mark A. Angelo
                                    Title: Portfolio Manager


                                       12