EXHIBIT 10.12

            VOID AFTER 5:00 P.M., NEW YORK TIME ON OCTOBER ___ , 2010
              WARRANT TO PURCHASE 3,833,333 SHARES OF COMMON STOCK


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                              OXFORD VENTURES, INC.


THIS WARRANT AND THE SECURITIES INTO WHICH IT IS EXERCISABLE (COLLECTIVELY,  THE
"SECURITIES")  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT
BE  OFFERED  OR SOLD  UNLESS  THE  SECURITIES  ARE  REGISTERED  UNDER THE ACT OR
PURSUANT TO AVAILABLE  EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE ACT
AND THE  COMPANY  WILL BE  PROVIDED  WITH  OPINION  OF  COUNSEL  OR  OTHER  SUCH
INFORMATION  AS IT MAY  REASONABLY  REQUIRE TO CONFIRM THAT SUCH  EXEMPTIONS ARE
AVAILABLE.

      FOR VALUE RECEIVED,  Oxford Ventures,  Inc., a corporation organized under
the laws of Nevada (the "Company"),  grants the following rights to Prenox, LLC,
a Delaware entity and/or its assigns (the "Holder"):

                             ARTICLE 1. DEFINITIONS

      Capitalized  terms used and not  otherwise  defined  herein shall have the
meanings  given such terms in the Securities  Purchase  Agreement by and between
the Company and the Holder and entered into on October ___, 2005 (the  "Purchase
Agreement").  As used in this  Agreement,  the  following  terms  shall have the
following meanings:

      "Corporate Office" shall mean the office of the Company (or its successor)
at which at any particular time its principal business shall be administered.

      "Exercise  Date" shall mean any date on which the Holder gives the Company
a Notice of Exercise in  compliance  with the terms of Exhibit E to the Purchase
Agreement.

      "Exercise  Price"  shall mean the Fixed  Price per share of Common  Stock,
subject to adjustment as provided herein.

      "Expiration  Date" shall mean 5:00 p.m.  (New York time) on October  ____,
2010.

      "Fair Market Value" shall have the meaning set forth in Section 2.2(b).

      "Fixed Price" shall mean US$0.01.


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      "Market Value" shall have the meaning set forth in Section 2.2(b).

      "SEC" shall mean the United States Securities and Exchange Commission.

      "Warrant  Shares" shall mean the shares of the Common Stock  issuable upon
exercise of this Warrant.

                       ARTICLE 2. EXERCISE AND AGREEMENTS

      2.1   Exercise of Warrant;  Sale of Warrant and Warrant  Shares.  (a) This
Warrant shall entitle the Holder to purchase,  at the Exercise Price,  3,833,333
shares of Common Stock.  This Warrant shall be  exercisable at any time and from
time to time  from  the  date  hereof  and  prior to the  Expiration  Date  (the
"Exercise  Period").  This  Warrant  and the right to  purchase  Warrant  Shares
hereunder shall expire and become void on the Expiration Date.

      2.2   Manner of Exercise.

            (a)   The Holder may exercise this Warrant at any time and from time
to  time  during  the  Exercise  Period,  in  whole  or  in  part  (but  not  in
denominations  of fewer than 10,000 Warrant  Shares,  except upon an exercise of
this Warrant with respect to the remaining balance of Warrant Shares purchasable
hereunder at the time of exercise),  by delivering to the Escrow Agent  pursuant
to the Escrow  Agreement  incorporated  herein by reference  (i) a duly executed
Notice of Exercise in substantially the form attached as Appendix I hereto, (ii)
the  certificate  representing  the  Warrants  and  (iii)  a bank  cashier's  or
certified  check for the aggregate  Exercise  Price of the Warrant  Shares being
purchased.

            (b)   The Holder may, at its option,  in lieu of paying cash for the
Warrant  Shares,  exercise  this Warrant by an exchange,  in whole or in part (a
"Warrant  Exchange"),  by  delivery to the Escrow  Agent of (i) a duly  executed
Notice  of  Exercise  electing  a  Warrant  Exchange  and (ii)  the  certificate
representing this Warrant.  In connection with any Warrant Exchange,  the Holder
shall be deemed to have paid for the Warrant  Shares an amount equal to the Fair
Market  Value of each  Warrant  delivered,  and the  Warrants  shall  be  deemed
exercised  for the amount so paid.  For this  purpose,  the Fair Market Value of
each  Warrant is the  difference  between the Market  Value of a share of Common
Stock and the Exercise Price on the Exercise  Date.  Market Value shall mean the
average Closing Bid Price of a share of Common Stock during the ten (10) Trading
Days ending on the Exercise Date.

      2.3   Termination. All rights of the Holder in this Warrant, to the extent
they have not been exercised, shall terminate on the Expiration Date.

      2.4   No Rights  Prior to  Exercise.  This  Warrant  shall not entitle the
Holder to any voting or other rights as a stockholder of the Company.


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      2.5   Fractional  Shares.  No  fractional  shares  shall be issuable  upon
            exercise  of this  Warrant,  and the number of Warrant  Shares to be
            issued  shall be rounded up to the nearest  whole  number.  If, upon
            exercise of this  Warrant,  the Holder  hereof  would be entitled to
            receive any fractional  share, the Company shall issue to the Holder
            one  additional  share of  Common  Stock in lieu of such  fractional
            share.

      2.6   Escrow. The Company agrees to enter into the Escrow Agreement and to
            deposit  with  the  Escrow  Agent  thereunder   stock   certificates
            registered in the name of the Holder,  each representing a number of
            shares of Common Stock (in denominations specified by the Purchaser)
            equal,  in the aggregate,  to the total number of Warrant Shares for
            which this Warrant is exercisable, assuming exercise of this Warrant
            in full on the date hereof.  The Company  shall  deposit  additional
            certificates  for Warrant  Shares upon  request by the Escrow  Agent
            pursuant to the Escrow Agreement.

      2.7   Adjustments to Exercise Price and Number of Securities.

            (a)   Subdivision and Combination.  In case the Company shall at any
time subdivide or combine the outstanding  shares of Common Stock,  the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

            (b)   Adjustment in Number of  Securities.  Upon each  adjustment of
the Exercise Price pursuant to the provisions of this Section 2.7, the number of
Warrant  Shares  issuable upon the exercise of each Warrant shall be adjusted to
the nearest whole number by  multiplying a number equal to the Exercise Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
issuable upon exercise of the Warrants  immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.

            (c)   Merger or  Consolidation.  In case of any consolidation of the
Company  with,  or merger of the Company  with,  or merger of the Company  into,
another  corporation (other than a consolidation or merger which does not result
in  any  reclassification  or  change  of the  outstanding  Common  Stock),  the
corporation  formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental  warrant  agreement  providing that the Holder of each
Warrant then  outstanding or to be outstanding  shall have the right  thereafter
(until the  expiration  of such  Warrant)  to  receive,  upon  exercise  of such
Warrant,  the kind and  amount  of shares  of stock  and  other  securities  and
property  (except in the event the property is cash,  then the Holder shall have
the right to exercise  the Warrant and receive  cash in the same manner as other
stockholders)  receivable upon such  consolidation or merger, by a holder of the
number of shares of Common  Stock of the  Company for which such  warrant  might
have been exercised  immediately prior to such  consolidation,  merger,  sale or
transfer.  Such  supplemental  warrant  agreement  shall provide for adjustments
which  shall be  identical  to the  adjustments  provided  in Section  2.7.  The
foregoing  provisions of this paragraph (e) shall  similarly apply to successive
consolidations or mergers.


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            (d)   No  Adjustment  of  Exercise  Price  in  Certain   Cases.   No
adjustment of the Exercise  Price shall be made upon the issuance of the Warrant
Shares or upon the exercise of any options,  rights, or warrants  outstanding as
of the date of the Purchase Agreement and disclosed in Section 3.1(c) therein.

            (e)   Dividends  and  Other  Distributions.  In the  event  that the
Company  shall at any time  prior to the  exercise  of all  Warrants  declare  a
dividend (other than a dividend  consisting solely of shares of Common Stock) or
otherwise distribute to its stockholders any assets, property, rights, evidences
of indebtedness,  securities (other than shares of Common Stock), whether issued
by the  Company or by another,  or any other thing of value,  the Holders of the
unexercised Warrants shall thereafter be entitled,  in addition to the shares of
Common  Stock or other  securities  and  property  receivable  upon the exercise
thereof,  to receive,  upon the exercise of such  Warrants,  the same  property,
assets,  rights,  evidences of  indebtedness,  securities  or any other thing of
value that they would have been entitled to receive at the time of such dividend
or distribution as if the Warrants had been exercised  immediately prior to such
dividend or distribution. At the time of any such dividend or distribution,  the
Company shall make appropriate  reserves to ensure the timely performance of the
provisions of this subsection 2.7 (g).  Nothing  contained  herein shall provide
for the receipt or accrual by a Holder of cash  dividends  prior to the exercise
by such Holder of the Warrants.

      2.8   Registration  Rights. The Holder shall have the registration  rights
in the Investor Registration Rights Agreement.

                            ARTICLE 3. MISCELLANEOUS

      3.1   Transfer.  This  Warrant  may  not be  offered,  sold,  transferred,
pledged,  assigned,  hypothecated or otherwise disposed of, in whole or in part,
at any time,  except in compliance with applicable  federal and state securities
laws by the transferor and the transferee  (including,  without limitation,  the
delivery of an investment  representation  letter and a legal opinion reasonably
satisfactory to the Company).

      3.2   Transfer  Procedure.  Subject to the  provisions of Section 3.1, the
Holder may transfer or assign this Warrant by giving the Company  notice setting
forth the name, address and taxpayer  identification number of the transferee or
assignee, if applicable (the "Transferee"), and surrendering this Warrant to the
Company  for  reissuance  to the  Transferee  and, in the event of a transfer or
assignment of this Warrant in part, the Holder. (Each of the persons or entities
in whose name any such new Warrant  shall be issued are herein  referred to as a
"Holder").

      3.3   Loss, Theft, Destruction or Mutilation. If this Warrant shall become
mutilated or defaced or be destroyed,  lost or stolen, the Company shall execute
and deliver a new Warrant in exchange for and upon surrender and cancellation of
such mutilated or defaced  Warrant or, in lieu of and in  substitution  for such
Warrant so destroyed, lost or stolen, upon the Holder filing with the Company an
affidavit that such Warrant has been so mutilated,  defaced,  destroyed, lost or
stolen.  However, the Company shall be entitled, as a condition to the execution
and delivery of such new Warrant, to demand reasonably  acceptable  indemnity to
it and payment of the  expenses  and charges  incurred  in  connection  with the
delivery of such new Warrant. Any Warrant so surrendered to the Company shall be
canceled.


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      3.4   Notices.  All notices and other  communications  from the Company to
the Holder or vice versa  shall be deemed  delivered  and  effective  when given
personally,  by facsimile  transmission with confirmation  sheet at such address
and/or facsimile number as may have been furnished to the Company or the Holder,
as the case may be, in writing by the Company or the Holder from time to time.

      3.5   Waiver. This Warrant and any term hereof may be changed,  waived, or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.

      3.6   Governing  Law.  This Warrant  shall be governed by and construed in
accordance with the laws of the State of New York,  without giving effect to its
principles  regarding  conflicts of law. Any action to enforce the terms of this
Warrant shall be  exclusively  heard in the county,  state and federal Courts of
New York and Country of the United States of America.

      3.7   Signature.  In the  event  that any  signature  on this  Warrant  is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed)  the  same,  with the  same  force  and  effect  as if such  facsimile
signature page were an original thereof.

      3.8   Legal  Fees.  In the event any Person  commences  a legal  action or
proceeding to enforce its rights under this Warrant, the non-prevailing party to
such action or  proceeding  shall pay all  reasonable  and  necessary  costs and
expenses  (including  reasonable  and  necessary  attorney's  fees)  incurred in
enforcing such rights.

Dated:   October 12, 2005

OXFORD VENTURES, INC.


By: /s/ Daniel Leonard
  ----------------------------
  Name:
  Title:

Attest:

------------------------------
Name:
Title:


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                                   APPENDIX I

                               NOTICE OF EXERCISE

1.    The  undersigned  hereby elects (please check the appropriate box and fill
      in the blank spaces):

      |_|   to  purchase  ______  shares  of Common  Stock,  $.001 par value per
            share,  of Oxford  Ventures,  Inc.  at $.01per  share for a total of
            $______  and  pursuant  to the terms of the  attached  Warrant,  and
            tenders  herewith  payment of the aggregate  Exercise  Price of such
            Warrant Shares in full; or

      |_|   to  purchase  _______  shares of Common  Stock,  $.001 par value per
            share, of Oxford Ventures,  Inc.  pursuant to the cashless  exercise
            provision under Section 2.2 (b) of the attached Warrant, and tenders
            herewith  the  number of Warrant  Shares to  purchase  such  Warrant
            Shares based upon the formula set forth in Section 2.2 (b).

2.    Please  issue a  certificate  or  certificates  representing  said Warrant
      Shares  in the  name  of the  undersigned  or in  such  other  name  as is
      specified below:


Dated:_______________________________     By:___________________________________

                                          Name:_________________________________

                                          Title:________________________________