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      EXECUTIVE

      EMPLOYMENT
        AGREEMENT

      
 

      


      


      


      


      
         



      


      OXFORD
        MEDIA, INC.,

      a
        Nevada corporation,

      as
        “Employer”

      


      and

      


      J.
        RICHARD SHAFER,

      as
        “Executive”

      


      


      


      


      


      


      


      Effective
        Date:

       20
        MARCH 2006


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXECUTIVE
        EMPLOYMENT AGREEMENT

      
         

         

         I

      

      


      PARTIES

      


      THIS
        EXECUTIVE EMPLOYMENT AGREEMENT
        (the
“Agreement”) is entered into effective as of the 20th
        day of
        March, 2006 (the “Effective Date”), by and between OXFORD
        MEDIA, INC., a Nevada corporation
        (the
“Employer”); and,
        J.
        RICHARD SHAFER, an individual currently residing in the State of California
        (the
“Executive”). Employer and Executive are sometimes referred to collectively
        herein as the “Parties”, and each individually as a “Party”.

      


      II

      


      RECITALS

      


      A.   Employer
        is engaged in the business of, among other things, among other things,
acting
        as
        a wireless and business systems provider specializing in WiFi/WiMAX, IT Security
        and IT Integration, and Telecom (which includes as part of these offering
        of
        services, the design and installation of specialty communication systems
        for
        data, voice, video, and telecom, and the deployment of fixed wireless networks),
        in addition to providing support to affiliated entities of Employer
        in developing
        private broadband networks and proprietary software and hardware which allows
        for the delivery of low-cost broadband Internet access as well as video and
        audio content on demand on a Pay-Per-View basis. 

      


      B.   Employer’s
        principal place of business is located at One
        Technology Drive, Building H, Irvine, California, 92618 (the
        “Premises”). 

      


      C.   Executive
        is
        acknowledged as having domain expertise and significant contacts in the fields
        of technology to be pursued by Employer, and Executive represents
        to possess certain other skills and contacts which would enable Executive
        to
        benefit Employer.  

      


      D.   The
        Parties acknowledge that the Executive’s abilities and services are unique and
        essential to the prospects of Employer, and Employer has relied upon Executive
        agreeing to serve Employer pursuant to this Agreement.

      


      E.   Employer
        desires to retain the services of Executive, and Executive desires to be
        retained by Employer, all pursuant to the terms and conditions contained
        herein.

      


      F.   NOW,
        THEREFORE,
        in
        consideration of the promises and the mutual covenants contained herein,
        and for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the Parties, intending to be legally bound, hereby agree
        as
        follows:

      


      


      



      
        
          
          

        

        
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      III

      


      EMPLOYMENT

      


      3.1      
        Position.
        Employer hereby hires Executive to serve in the position as executive vice
        president of sales. Executive shall do and perform all services, duties,
        responsibilities, and acts typically and customarily undertaken by the executive
        vice president of sales of a corporation of size and scope substantially
        similar
        to Employer, which shall include but not be limited to those items prescribed
        by
        the Bylaws of Employer, as amended from time-to-time, subject always to the
        final determination of the Board of Directors of Employer (the “Board”). Said
        services may also include, but not be limited to, those listed on Exhibit
        3.1,
        attached hereto and incorporated herein by reference.

      


      3.2     
         Reasonable
        Additional or Changed Responsibilities.
        Nothing
        herein shall preclude the Board from changing Executive’s title or materially
        changing the duties of Executive if such Board has concluded in its reasonable
        judgment that such change is in Employer’s best interests. At all times during
        the term of this Agreement, Executive shall be employed as a senior executive
        of
        Employer, with appropriate and commensurate compensation, title, rank and,
        status. If Executive is elected or appointed a director or officer of any
        of
        Employer’s subsidiaries during the Term of this Agreement, Executive, if he
        accepts such position, will serve in such capacity without further
        compensation.

      


      3.3     
         Time
        and Effort.

      


      3.3.1.
          Entire
        Productive Time.
        Executive shall devote Executive’s entire business time, attention, knowledge,
        and skill to the business and interests of Employer. Employer shall be entitled
        to all the benefits and profits arising from or incident to any and all services
        performed by Executive pursuant to this Agreement.

      


      3.3.2.
          Exceptions.
        Nothing
        contained in Section 3.3.1., above, shall be construed to prevent Executive
        from, during the Term of this Agreement:

      


      (a)   purchasing
        securities in any corporation whose securities are regularly traded provided
        that such purchase shall not result in his collectively owning beneficially
        at
        any time five percent (5%) or more of the equity securities of any corporation
        engaged in a business competitive to that of Employer; 

      


      (b)   participating
        in conferences, preparing or publishing papers or books or teaching, so long
        as
        Executive provides reasonable written notice to the Board of such activities
        prior to Executive engaging in them; or

      


      (c)   Continuing
        to participate in business activities and pursuits in which Executive is
        involved as of the Start Date.

      



      
        
          
          

        

        
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      3.4 Term.

       

      3.4.1. 
          Initial
        Term.
        Executive’s employment with Employer and the Term of this Agreement shall
        commence on the 20th
        day of
        March, 2005 (the “Start Date”), and shall continue for an initial period of
        three (3) years, unless sooner terminated as provided for herein (the “Initial
        Term”).

      


      3.4.2. 
          Extended
        Term.
        This
        Agreement shall remain in full force and effect and shall renew for an
        additional twenty-four (24) months (the “Extended Term”), provided that neither
        Party at least sixty days (60) prior to the end of Initial Term gives written
        notice to the other of its decision to not have the Agreement remain in full
        force and effect for the Extended Term, thereby terminating the Agreement
        as of
        and at the end of the Initial Term.

      


      3.4.3. 
          Term
        Defined.
        For
        purposes of this Agreement, the word “Term” shall specifically include the
        Initial Term and all Extended Term hereunder.

      


      3.5 
          Location.
        Except
        for routine travel incident to the business of Employer, Executive’s services
        hereunder shall be principally performed at the Premises, or such other location
        within the surrounding area of the Premises. 

      


      IV

      


      COMPENSATION

      


      4.1 
          Base
        Salary.
        Employer agrees to pay Executive and Executive agrees to accept as compensation
        for the services and obligations set forth herein, as Base Salary, the sums
        referenced on Exhibit 4.1, attached hereto and incorporated herein by reference,
        per annum, which sum shall be paid to Executive by Employer in equal
        semi-monthly installments to be tendered to Executive on the first and fifteenth
        day of each month, or at such other intervals as may be mutually agreed upon
        by
        Employer and Executive.

      


      4.1.1. 
          Necessary
        Deductions.
        Employer shall deduct from the Base Salary amounts sufficient to cover
        applicable federal, state, and/or local income tax withholdings, and any
        other
        amounts which Employer is required to withhold by applicable law. 

      


      4.1.2.    
         Yearly
        Review.
        Upon
        each yearly anniversary of the Start Date, Executive’s Base Salary shall be
        reviewed by the Board or the Compensation Committee of the Board (the
“Compensation Committee”). Base Salary may be increased above those amounts
        referenced in Exhibit 4.1, but may never be decreased, in the sole discretion
        of
        the Board or the Compensation Committee. 

      


      4.2 
          Discretionary
        Annual Bonuses.
        Employer may, but is not obligated to, pay Executive, as additional annual
        compensation, during each calendar year ending during the Term of this
        Agreement, such sums as may annually be determined by the Board, or the
        Compensation Committee, including bonus, regular and cost of living increases,
        and adjustments.

      


      


      



      
        
          
          

        

        
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      V

      


      EXECUTIVE
        BENEFITS

      


      5.1     
        Employer
        Policy.
        During
        the Term of this Agreement, Executive
        shall be entitled to participate in employee benefit plans or programs of
        Employer, if any, to the extent that his position, tenure, salary, age, health
        and other qualifications make him eligible to participate, subject to the
        rules
        and regulations applicable thereto. Such additional benefits shall include,
        subject to the approval of the Board, full medical, dental and disability
        income
        insurance, and participation in qualified pension and profit sharing plans,
        as
        well as a car allowance of Seven Hundred Fifty Dollars ($750.00) per month
        and a
        One Hundred Fifty Dollar ($150.00) monthly cell phone allowance.

      


      5.2    
         Business
        Expenses.
        Employer will reimburse Executive for all reasonable business expenses incurred
        by Executive in the performance of Executive’s duties provided
        that:

      


      (a)  
           Each
        such
        expenditure is reasonable and is made to support the execution of Employer’s
        business or strategic plan; 

      


      (b)    
Executive
        furnishes to Employer adequate records and other documentary evidence required
        to substantiate such expenditures as a proper deduction for federal income
        tax
        purposes. 

      


      5.3 
          Vacation
        Time.
        Executive shall be granted three (3) weeks paid vacation for each calendar
        year
        during the Term, with said time being immediately available for Executive’s
        benefit. Vacation shall only be taken at such times as not to interfere with
        the
        necessary performance of Executive’s duties and obligations under this Agreement
        unless otherwise agreed upon by the Board. However, if at the end of any
        calendar year there is any accrued and unused vacation time for Executive,
        additional vacation time for Executive will not accrue until Executive takes
        all
        of his vacation time accrued from prior calendar years. Upon using said accrued
        vacation time, Executive shall once again be entitled to three (3) weeks
        paid
        vacation time for that calendar year, prorated for the month in which the
        remaining accrued vacation time was taken.

       

      5.4      
        Indemnification.
        Employer and Executive
        shall execute an Indemnification Agreement in the form of Exhibit 5.4, attached
        hereto and incorporated herein by reference, which shall provide, among other
        things, that Employer shall indemnify Executive against certain claims arising
        by reason of the fact that he is or was an officer or director of Employer.
        In
        addition to all rights under the Indemnification Agreement, the Parties further
        agree that all liabilities incurred by Executive in his capacity as an officer
        hereunder shall be incurred for the account of Employer, and Executive shall
        not
        be personally liable therefore. Executive shall not be liable to Employer,
        or
        any of its respective subsidiaries, affiliates, employees, officers, directors,
        agents, representatives, successors, assigns, stockholders, and their respective
        subsidiaries and affiliates, and Employer shall, and hereby agrees to,
        indemnify, defend and hold Executive harmless from and against any and all
        damages and/or loss or liability (including, without limitation, all cost
        of
        defense thereof), for any acts or omissions in the performance of service
        under
        and within the scope of this Agreement on the part of Executive. 

      



      
        
          
          

        

        
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      5.5 
          Change
        in Control Payments.

      


      5.5.1.      
        Change
        in Control.
        For
        purposes of this Agreement, a “Change in Control” of Employer shall be deemed to
        have occurred if (a) there shall be consummated (i) any consolidation or
        merger
        of Employer into or with another person, as such term in used in Sections
        13(d)(3) and 14(d)(2) of the Securities and Exchange Act of 1934, as amended
        (the “Exchange Act”), in which Employer is not the continuing or surviving
        corporation or pursuant to which shares of Employer’s common stock immediately
        prior to the merger have the same proportionate ownership of common stock
        of the
        surviving corporation immediately after the merger, or (ii) any sale, lease
        or
        other transfer (in one transaction or a series of related transactions) of
        all
        or substantially all of the assets of Employer; or, (b) the shareholders
        of
        Employer approve any plan or proposal for the liquidation or dissolution
        of
        Employer; or, (c) any person who is not now the owner of twenty percent (20%)
        or
        more of Employer’s outstanding equity securities shall become the beneficial
        owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty
        percent (20%) or more of Employer’s outstanding equity securities; or, (d)
        individuals who are the members of the Board (once the Board consists of
        at
        least seven members) cease to constitute a majority of the members of the
        Board,
        provided that any person becoming a member of the Board subsequent to such
        date
        whose election or nomination for election was supported by two-thirds of
        the
        directors who then comprised the Board shall be considered to be part of
        the
        original majority.

      


      5.5.2.     
         Severance
        Payment.
        Upon
        the occurrence of a Change in Control of Employer, the employment of Executive
        hereunder shall terminate and Employer shall pay (or, if applicable, Employer
        shall ensure that it’s successor or assign shall pay) to Executive in cash, on
        the day on which the Change of Control occurs (which for the purposes of
        this
        Agreement, shall be the Termination Date for this Article V), the
        following:

      


      (a)   
         All
        accrued and unpaid salary and other compensation payable to Executive by
        Employer for services rendered by Executive to Employer through the Termination
        Date;

      


      (b)   
         All
        accrued and unused vacation and sick pay payable to Executive by Employer
        with
        respect to services rendered by Executive to Employer through the Termination
        Date; and

      


      (c)    
        Severance
        pay in an amount equal to twenty-four (24) months salary based upon the then
        existing salary of Executive, with the total amount to be paid in one
        installment on the due date noted above, calculated at a net present
        value.

       

      5.5.3.     
         Provision
        of Services Following Change in Control.
        At the
        request of Employer, Executive shall continue to serve hereunder for a period
        of
        time not to exceed one hundred eighty (180) days following the Termination
        Date.
        If Employer requests Executive to perform such services, Executive shall
        be
        compensated from and after the Termination Date for the period that Executive
        actually remains employed by Employer at his then current salary, and with
        the
        provisions of Section 5.2, above, continuing to apply as well. All such amounts
        payable to Executive shall be in addition to and not in lieu of the amounts
        payable to Executive under Section 5.5.2, above. Upon the later to occur
        of an
        occurrence of a Change of Control or the termination of any period during
        which
        Executive continues to provide services as aforesaid, Executive’s employment
        hereunder shall terminate.

      



      
        
          
          

        

        
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      5.6     
         Life
        Insurance.
        Upon
        the completion of the first six (6) months under the Term, Employer shall
        purchase, at its sole cost and expense, a term life insurance policy with
        a
        death benefit of One Million Dollars ($1,000,000), with Executive as the
        owner
        and insured, if such coverage is available. Executive, as the owner of the
        policy, shall designate the beneficiary of the policy, as he may change same
        from time-to-time. Employer shall keep and maintain the policy in full force
        and
        effect throughout the entire Term. Executive agrees to permit Employer to
        purchase “key man” term life insurance coverage (as that term is commonly
        defined) on Executive for the benefit of Employer, in the sole discretion
        and
        sole cost and expense of Employer.

      


      5.7     
         Board
        Participation.
        Executive shall serve as an ex-officio/invitee of the Board of Directors
        of
        Oxford Media, Inc. (“Oxford’s Board”), the corporate parent of Employer.
        Executive shall have full
        right of participation in all meetings of Oxford’s Board. Executive shall have
        no voting rights. Oxford’s Board reserves the right to excuse Executive from any
        meeting in the event Oxford’s Board reasonably determines that confidentiality
        dictates that Executive not participate in any such meeting, or portion
        thereof.

       

      VI

      


      TERMINATION

      


      6.1     
         Termination
        in Case of Death.

      


      6.1.1.     
         Termination
        Event.
        Executive’s employment hereunder shall terminate immediately upon the death of
        Executive, which shall be the Termination Date for this Section
        6.1.

      


      6.1.2.     
         Result
        of Termination.
        Upon
        termination of Executive’s employment pursuant to this Section 6.1, Employer
        shall pay to Executive’s estate, on the Termination Date, a lump sum payment of
        an amount equal to (i) all accrued and unused vacation and sick pay payable
        to
        Executive by Employer with respect to serviced rendered by Executive to Employer
        through the Termination Date; and, (ii) if the Termination Date occurs during
        the Extended Term, an amount equal to twelve (12) months salary based upon
        the
        then existing salary of Executive, payable in the same manner as salary would
        have been paid to Executive had he continued to work for Employer hereunder.
        In
        addition to the foregoing, and notwithstanding the provisions of any other
        agreement to the contrary, Employer shall continue to provide for the benefit
        of
        Executive’s family the medical benefits referred to in Section 5.1 hereof for
        twelve (12) months following the Termination Date.

      


      6.2      
         Termination
        in Case of Disability.

      



      
        
          
          

        

        
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      6.2.1.     
         Termination
        Event.
        If
        Executive suffers a physical or mental disability which results in Executive
        being unable to perform his duties hereunder for a three (3) consecutive
        month
        period, then the Parties shall proceed as follows: (i) the Board shall select
        a
        qualified physician; (ii) Executive or his legal representative, if applicable,
        shall select a qualified physician; (iii) those two (2) physicians shall
        select
        a third qualified physician; (iv) the three physicians shall examine Executive
        and review his physical and mental capacity. If a majority of the three
        physicians determine in good faith that such physical or mental disability
        renders Executive incapable of performing his duties hereunder for a period
        of
        at least three (3) consecutive months following the date of such physician’s
        written opinion, then Executive’s employment shall terminate effective three (3)
        weeks following the date of such physician’s written opinion, which shall be the
        Termination Date for this Section 6.2.

      


      6.2.2.     
         Result
        of Termination.
        Upon
        termination of Executive’s employment pursuant to this Section 6.2, Employer
        shall pay to Executive, on the Termination Date, a lump sum payment of an
        amount
        equal to (i) all accrued and unpaid salary and other compensation payable
        to
        Executive by Employer and all accrued and unused vacation and sick pay payable
        to Executive by Employer with respect to services rendered by Executive to
        Employer through the Termination Date; and, (ii) if the Termination Date
        occurs
        during the Extended Term, an amount equal to nine (9) months salary based
        upon
        the then existing salary of Executive, payable in the same manner as salary
        would have been paid to Executive had he continued to work for Employer
        hereunder. However, such amount shall be reduced by the amount of any payments
        to be paid to Executive under any long-term disability insurance policy
        maintained by Employer for the benefit of Executive. In addition to the
        foregoing, and notwithstanding the provisions of any other agreement to the
        contrary, Employer shall continue to provide to Executive all other benefits
        referred to in Section 5.1 hereof for nine (9) months following the Termination
        Date.

      


      6.3     
         Termination
        By Executive for Cause.

      


      6.3.1.     
         Termination
        Event.
        This
        Agreement shall terminate upon ten (10) days prior written notice from Executive
        to Employer of Executive’s decision to terminate “for cause” (as defined below),
        provided that the notice specifies the conduct constituting “for cause”
hereunder, and Employer does not remediate or cease, as appropriate, the
        conduct
        constituting “for cause” prior to the expiration of such ten (10) day period.
        For purposes of this Section 6.3, the term “for cause” shall include the
        following:

      


      (a)       
        The
        willful breach of any of the material obligations of Employer owed to Executive
        under this Agreement;

      


      (b)       
        The
        Employer’s primary chief executive offices are moved to a location outside of
        Orange County, California, unless approved by the Board; or

      


      (c)       
        The
        material breach of this Agreement by Employer.

      


      6.3.2.     
         Result
        of Termination.
        Upon
        termination of Executive’s employment pursuant to this Section 6.3. Employer
        shall pay to Executive, on the termination date designated by Executive,
        an
        amount equal to (i) all accrued and unpaid salary and other compensation
        payable
        to Executive by Employer and all accrued and unused vacation and sick pay
        payable to Executive by Employer with respect to services rendered by Executive
        to Employer through the Termination Date; and, (ii) an amount equal to twelve
        (12) months salary based upon the then existing salary of Executive, payable
        in
        the same manner as salary would have been paid to Executive had he continued
        to
        work for Employer hereunder. In addition to the foregoing, and notwithstanding
        the provisions of any other agreement to the contrary, Employer shall continue
        to provide to Executive all other benefits that would otherwise be payable
        to
        Executive pursuant to Section 5.1 hereof for the twelve (12) months following
        the Termination Date.

      



      
        
          
          

        

        
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      6.4     
         Termination
        by Executive Without Cause.

      


      6.4.1.    
         Termination
        Event.
        This
        Agreement shall terminate immediately upon delivery to Employer of thirty
        (30)
        days written notice of termination by Executive without cause.

      


      6.4.2.    
         Result
        of Termination.
        Upon
        termination of this Agreement pursuant to this Section 6.4, Employer shall
        pay
        to Executive, on the Termination Date, a lump sum payment of an amount equal
        to
        all accrued and unpaid salary and other compensation payable to Executive
        by
        Employer and all accrued and unused vacation and sick pay payable to Executive
        by Employer with respect to services rendered by Executive to Employer through
        the Termination Date.

      


      6.5     
         Termination
        by Employer With Cause.

      


      6.5.1.    
         Termination
        Event.
        This
        Agreement shall terminate upon ten (10) days prior written notice from Employer
        to Executive of the termination of Executive’s employment “for cause” (as
        defined below), provided that the notice specifies the conduct constituting
“for
        cause” hereunder, and Executive does not cease the conduct constituting “for
        cause” prior to the expiration of such ten (10) day cure period. For purposes of
        this Section 6.5, the term “for cause” shall include the following:

       

      (a)  Any
        action by Executive resulting in the conviction or plea of nolo contendre
        of any
        criminal statute constituting a felony;

      


      (b)  Gross
        misconduct in the performance of Executive’s duties hereunder;

      


      (c)  The
        failure by Executive to follow or comply with the policies and procedures
        of
        Employer, or the written directives of the Board of Directors of Employer,
        provided that such policies, procedures or directives are consistent with
        Executive’s duties hereunder; 

      


      (d)  The
        violation by Executive of any material provision of this Agreement.


      


      6.5.2.    
         Result
        of Termination.
        Upon
        termination of this Agreement pursuant to this Section 6.5, Employer shall
        pay
        to Executive, on the Termination Date, a lump sum payment of an amount equal
        to
        all accrued and unpaid salary and other compensation payable to Executive
        by
        Employer and all accrued and unused vacation and sick pay payable to Executive
        by Employer with respect to services rendered by Executive to Employer through
        the Termination Date.

      



      
        
          
          

        

        
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      6.6     
         Termination
        By Employer Without Cause.

      


      6.6.1.    
         Termination
        Event. 
        The
        employment of Executive shall terminate immediately upon delivery to Executive
        of written notice of termination by Employer, which shall be deemed to be
        “without cause” unless termination is expressly stated to be pursuant to
        Sections 6.1 or 6.2. 

      


      6.6.2.    
         Result
        of Termination.
        Upon
        termination of this Agreement pursuant to this Section 6.6, Employer shall
        pay
        to Executive, on the Termination Date, an amount equal to (i) all accrued
        and
        unpaid salary and other compensation payable to Executive by Employer and
        all
        accrued and unused vacation and sick pay payable to Executive by Employer
        with
        respect to services rendered by Executive to Employer through the Termination
        Date; and, (ii) an amount equal to twelve (12) months salary based upon the
        then
        existing salary of Executive, payable in the same manner as salary would
        have
        been paid to Executive had he continued to work for Employer hereunder. In
        addition to the foregoing, and notwithstanding the provisions of any other
        agreement to the contrary, Employer shall continue to provide to Executive
        all
        other benefits that would otherwise be payable to Executive pursuant to Section
        5.1 hereof for the twelve (12) months following the Termination
        Date.

      


      6.7     
        Termination
        upon the Expiration of the Term.
        Upon
        termination of this Agreement upon the scheduled expiration of the Term pursuant
        to Section 3.4, above, Employer shall pay to Executive, on the Termination
        Date,
        an amount equal to (i) all accrued and unpaid salary and other compensation
        payable to Executive by Employer and all accrued and unused vacation and
        sick
        pay payable to Executive by Employer with respect to services rendered by
        Executive to Employer through the Termination Date; and, (ii) an amount equal
        to
        twelve (12) months salary based upon the then existing salary of Executive,
        payable in the same manner as salary would have been paid to Executive had
        he
        continued to work for Employer hereunder. 

      


      6.8     
         Disputes
        as to Termination.
        If
        either party disputes any aspect of Executive’s termination hereunder, the
        disputing party shall demand arbitration of the dispute by written notice
        to the
        other no later than thirty (30) days after the applicable termination date.
        The
        costs of arbitration, including the fees and expenses of the arbitrator,
        shall
        be paid by Employer. Each Party shall bear the cost of preparing and presenting
        its case including the use of any expert witness. Such arbitration shall
        be
        commenced not later than thirty (30) days following the date of delivery
        of the
        notice of arbitration by a panel of three qualified arbitrators, one who
        shall
        be designated by Executive, one by the Employer and one (who shall act as
        chairman of the arbitration panel) by the first two arbitrators so appointed.
        The arbitration shall be conducted in Orange County, California in accordance
        with the rules promulgated and adopted by the American Arbitration Association
        (with the right of discovery as provided in the California Code of Civil
        Procedure by all Parties), and each Party shall retain the right to
        cross-examine the opposing Party's witnesses, either through legal counsel,
        expert witnesses or both. The majority decision of the arbitration panel
        shall
        be made in writing, and shall be final, binding and conclusive on all Parties
        (without any right of appeal therefrom) and shall not be subject to judicial
        review.

      


      6.9       Termination
        Date.
        For
        purposes of this Agreement, the term “Termination Date” shall mean that date on
        which Executive’s employment is terminated pursuant to this Article
        VI.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      VII

      


      INTENDED
        TAX RESULTS

      


      The
        Parties believe that the payments pursuant to Section 5.5 and Article VI,
        above,
        do not constitute “Excess Parachute Payments” under Section 280G of the Internal
        Revenue Code of 1986, as amended (the “Code”). Notwithstanding such belief and
        intent, if any benefit under these provisions constitutes an “Excess Parachute
        Payment”, Employer shall pay to Executive an additional amount (the “Tax
        Payment”) such that (i) the excess of all Excess Parachute Payments (including
        payments under this sentence) over the sum of excise tax thereon under Section
        4999 of the Code and income tax thereon under Subtitle A of the Code and
        under
        applicable state law is equal to (ii) the excess of all Excess Parachute
        Payments (excluding payments under this sentence) over income tax thereon
        under
        Subtitle A of the Code and under applicable state law is equal to (iii) the
        excess of all Excess Parachute Payments (excluding payments under this sentence)
        over income tax thereon under Subtitle A of the Code and under applicable
        state
        law. Such Tax Payment shall be paid to Executive concurrently with the severance
        payment referred to in Section 5.5.2., above.

      


      VIII

      


      NO
        MITIGATION

      


      The
        payments required to be paid to Executive by Employer pursuant to Section
        5.5.2.
        and Article VI, above, shall not be reduced by or mitigated by amounts which
        Executive earns or is capable of earning during any period following his
        Termination Date, and shall not be subject to any offsets, deductions, or
        charges, other than as may be required under applicable Federal and State
        tax
        withholding and similar requirements.

      


      IX

      


      CONFIDENTIAL
        INFORMATION AND RELATED COVENANTS

      


      9.1       Trade
        Secrets Covenants.
        Executive shall not at any time, whether during or subsequent to the term
        of
        Executive’s employment, unless specifically consented to in writing by Employer,
        either directly or indirectly use, divulge, disclose or communicate to any
        person, firm, or corporation, in any manner whatsoever, any confidential
        information concerning any matters affecting or relating to the business
        of
        Employer, including, but not limited to, the names, buying habits, or practices
        of any of its customers, its’ marketing methods and related data, the names of
        any of its vendors or suppliers, costs of materials, the prices it obtains
        or
        has obtained or at which it sells or has sold its products or services,
        manufacturing and sales, costs, lists or other written records used in
        Employer’s business, compensation paid to employees and other terms of
        employment, or any other confidential information of, about or concerning
        the
        business of Employer, its manner of operation, or other confidential data
        of any
        kind, nature, or description. The Parties hereby stipulate that as between
        them,
        the foregoing matters are important, material, and confidential trade secrets
        and affect the successful conduct of Employer’s business and its goodwill, and
        that any breach of any term of this Section 9.1 is a material breach of this
        Agreement.

      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      9.2     
         Customer
        Accounts Covenants.
        As used
        herein, the term “Customer Accounts” shall mean all accounts, clients,
        customers, and the like of Employer and its affiliates, subsidiaries, licensees,
        and business associations, whether now existing or hereafter developed or
        acquired, including any and all accounts developed or acquired by or through
        the
        efforts of Executive. During and through the Term of this Agreement and
        continuing for a period of twenty four (24) months immediately following
        the
        termination of Executive’s employment with Employer, Executive shall not
        directly or indirectly make known to any person, firm, corporation or entity
        the
        names or addresses of any of the Customer Accounts or any other information
        pertaining to them. During this same time period, Executive shall not, directly
        or indirectly, for Executive or any other person, firm, corporation or entity,
        divert, take away, call on or solicit, or attempt to divert, take away, call
        on
        or solicit, any of the Customer Accounts, including but not limited to those
        Customer Accounts which Executive called or with whom Executive became
        acquainted during Executive’s employment with Employer. 

      


      9.3     
         Employees
        Covenant.
        During
        and through the Term of this Agreement and continuing for a period of twenty
        four (24) months immediately following the termination of Executive’s employment
        with Employer, Executive shall not, directly or indirectly, cause or induce,
        or
        attempt to cause or induce, any employee of Employer to terminate his or
        her
        employment with Employer, as such employment exists at any time following
        the
        execution of this Agreement.

      


      9.4     
         Books
        and Records.
        All
        equipment, notebooks, documents, memoranda, reports, files, samples, books,
        correspondence, lists, computer disks and data bases, computer programs and
        reports, computer software, and all other written, graphic and computer
        generated or stored records affecting or relating to the business of Employer
        which Executive shall prepare, use, construct, observe, possess, or control
        shall be and remain the sole and exclusive property of Employer, and shall
        constitute trade secret information of Employer. Within five (5) day so of
        the
        Termination Date, Executive shall promptly deliver to Employer all such
        equipment, notebooks, documents, memoranda, reports, files, samples, books,
        correspondence, lists, computer disks and data bases, computer programs and
        reports, computer software, and all other written, graphic and computer
        generated or stored records relating to the business of Employer which are
        or
        have been in the possession or under the control of Executive.

      


      9.5      
        Injunctive
        Relief.
        Executive acknowledges that if Executive violates any of the provisions of
        this
        Article IX, it will be difficult to determine the amount of damages resulting
        to
        Employer. In addition to any other remedies which it may have, Employer shall
        also be entitled to seek temporary and permanent injunctive relief without
        the
        necessity of proving actual damages.

      


      9.6     
         Enforcement
        of Covenants.
        It
        is the
        desire and intent of the Parties that the provisions of this Article IX shall
        be
        enforced to the fullest extent permissible under the laws and public policies
        applied in each jurisdiction in which enforcement is sought. Accordingly,
        if any
        particular portion of this Article IX shall be adjudicated to be invalid
        or
        unenforceable, this Article IX shall be deemed amended to delete therefrom
        the
        portion thus adjudicated to be invalid or unenforceable, such deletion to
        apply
        only with respect to the operation of this Article in the particular
        jurisdiction in which such adjudication is made.

      


      


      



      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      X

      


      PROPRIETARY
        INTEREST

      


      10.1   
         Inventions.
        All
        inventions, improvements, ideas and disclosures (whether or not patentable)
        conceived or reduced to practice (actually or constructively) by Executive
        during the Term of this Agreement which are directly or indirectly related
        to
        Employer’s business shall be the property of Employer. Executive shall execute
        and deliver to Employer, at Employer’s expense, all instruments of assignment
        necessary to vest title to such intangible rights in Employer, and, if
        requested, to execute all applications for issuance of Letters Patent in
        the
        United States or abroad and assignments thereof.

      


      10.2   
         Specific
        Exclusion.
        Specifically excluded from this Article XI are any inventions which qualify
        fully under California Labor Code §2870, which provides as follows:

      


      (a) 
            Any
        provision in an employment agreement which provides that an employee shall
        assign, or offer to assign, any of his or her rights in an invention to his
        or
        her employer shall not apply to an invention that the employee developed
        entirely on his or her own time without using the employer’s equipment,
        supplies, facilities, or trade secret information except for those inventions
        that either:

      


      (1)  Related
        at the time of conception or reduction to practice of the invention to the
        employer’s business, or actual or demonstrably anticipated research or
        development of the employer; or

      


      (2)  Result
        from any work performed by the employee for the employer.

      


      (b) 
            To
        the
        extent a provision in an employment agreement purports to require an employee
        to
        assign an invention otherwise excluded from being required to be assigned
        under
        subdivision (a), the provision is against the public policy of this state
        and is
        unenforceable. 

      


      XI

      


      REPRESENTATIONS
        AND WARRANTIES OF EXECUTIVE

      


      Executive
        hereby represents and warrants to Employer the following as of and on the
        day
        this Agreement is executed:

      


      (a)          
         The
        execution, delivery, and consummation of this Agreement will comply with
        all
        applicable law and will not:

      


      (i)     
        Violate
        any judgment, order, writ or decree of any court or administrative body
        applicable to Executive; 

      


      (ii)    
        Result
        in
        the breach of, constitute a default under, constitute an event which with
        notice
        or lapse of time, or both, would become a default under, or result in the
        creation of any right to proceed against Employer under any agreement,
        commitment, contract (written or oral) or other instrument to which Executive
        is
        a party.

      



      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      (b)  
           Executive
        is not subject to any non-compete, non-disclosure or similar agreement (whether
        oral or written) with any third party. 

      


      XII

      


      EXTENT
        OF RELATIONSHIP

      


      EXECUTIVE
        HEREBY ACKNOWLEDGES THAT THIS AGREEMENT (AND ALL OTHER REFERENCES HEREIN)
        THE
        SOLE AGREEMENT BETWEEN EMPLOYER AND EXECUTIVE REGARDING THE EXTENT OF THE
        EMPLOYMENT RELATIONSHIP BETWEEN EMPLOYER AND EXECUTIVE. THERE IS NO OTHER
        AGREEMENT, EXPRESS OR IMPLIED, BETWEEN EMPLOYER AND EXECUTIVE FOR EMPLOYMENT
        BEYOND THE TERM SPECIFIED HEREIN OR UNDER ANY CONDITIONS OTHER THAN THOSE
        STATED
        HEREIN. EMPLOYER AND EXECUTIVE BOTH HAVE THE RIGHT TO TERMINATE THIS AGREEMENT
        ONLY IN STRICT COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS
        AGREEMENT.

      


      
        	
                
                  _______________

                

              	
                _______________

              
	
                Employer
                  Initials

              	
                Executive’s
                  Initials

              


      

      


      XIII

      


      NOTICES

      


      All
        notices, requests, demands and other communications required or permitted
        to be
        given hereunder shall be effected pursuant to Section 14.13, below, as
        follows:

      


      
        	
                If
                  to Employer:

              	
                With
                  a copy to:

              
	
                Mr.
                  David Parker 

              	
                Keith
                  A. Rosenbaum, Esq.

              
	
                OXFORD
                  MEDIA, INC.

              	
                SPECTRUM
                  LAW GROUP, LLP

              
	
                One
                  Technology Drive, Building H 

              	
                1900
                  Main Street, Suite 125

              
	
                Irvine,
                  California, 92618 

              	
                Irvine,
                  California 92614 

              


      

      


      If
        to
        Executive:

      Mr.
        J.
        Richard Shafer

      One
        Technology Drive, Building H

      Irvine,
        California, 92618

      


      /
        / / / /


      /
        / / / /


      /
        / / / /


      


      



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      XIV

      


      ADDITIONAL
        PROVISIONS

      


      14.1   
         Executed
        Counterparts.
        This
        Agreement may be executed in any number of original, fax, electronic, or
        copied
        counterparts, and all counterparts shall be considered together as one
        agreement. A faxed, electronic, or copied counterpart shall have the same
        force
        and effect as an original signed counterpart. Each of the Parties hereby
        expressly forever waives any and all rights to raise the use of a fax machine
        or
        E-Mail to deliver a signature, or the fact that any signature or agreement
        or
        instrument was transmitted or communicated through the use of a fax machine
        or
        E-Mail, as a defense to the formation of a contract.

      


      14.2   
         Successors
        and Assigns.
        Except
        as expressly provided in this Agreement, each and all of the covenants, terms,
        provisions, conditions and agreements herein contained shall be binding upon
        and
        shall inure to the benefit of the successors and assigns of the Parties
        hereto.

      


      14.3   
         Article
        and Section Headings.
        The
        article and section headings used in this Agreement are inserted for convenience
        and identification only and are not to be used in any manner to interpret
        this
        Agreement.

      


      14.4   
         Severability.
        Each
        and every provision of this Agreement is severable and independent of any
        other
        term or provision of this Agreement. If any term or provision hereof is held
        void or invalid for any reason by a court of competent jurisdiction, such
        invalidity shall not affect the remainder of this Agreement.

      


      14.5   
         Governing
        Law.
        This
        Agreement shall be governed by the laws of the State of California, without
        giving effect to any choice or conflict of law provision or rule (whether
        of the
        State of California or any other jurisdiction) that would cause the application
        of the laws of any jurisdiction other than the State of California. If any
        court
        action is necessary to enforce the terms and conditions of this Agreement,
        the
        Parties hereby agree that the Superior Court of California, County of Orange,
        shall be the sole jurisdiction and venue for the bringing of such action.
        

      


      14.6   
         Entire
        Agreement.
        This
        Agreement, and all references, documents, or instruments referred to herein,
        contains the entire agreement and understanding of the Parties hereto in
        respect
        to the subject matter contained herein. The Parties have expressly not relied
        upon any promises, representations, warranties, agreements, covenants, or
        undertakings, other than those expressly set forth or referred to herein.
        This
        Agreement supersedes any and all prior written or oral agreements,
        understandings, and negotiations between the Parties with respect to the
        subject
        matter contained herein.

      


      14.7   
         Additional
        Documentation.
        The
        Parties hereto agree to execute, acknowledge and cause to be filed and recorded,
        if necessary, any and all documents, amendments, notices and certificates
        which
        may be necessary or convenient under the laws of the State of
        California.

      


      14.8   
         Attorney’s
        Fees.
        If any
        legal action (including arbitration) is necessary to enforce the terms and
        conditions of this Agreement, the prevailing Party shall be entitled to costs
        and reasonable attorney’s fees. 

      



      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      14.9
             Amendment.
        This
        Agreement may be amended or modified only by a writing signed by all
        Parties.

      


      14.10  
         Remedies.

      


      14.10.1.  
        Specific
        Performance.
        The
        Parties hereby declare that it is impossible to measure in money the damages
        which will result from a failure to perform any of the obligations under
        this
        Agreement. Therefore, each Party waives the claim or defense that an adequate
        remedy at law exists in any action or proceeding brought to enforce the
        provisions hereof.

      


      14.10.2. 
         Cumulative.
        The
        remedies of the Parties under this Agreement are cumulative and shall not
        exclude any other remedies to which any person may be lawfully entitled.
        

       

      14.11  
         Waiver.
        No
        failure by any Party to insist on the strict performance of any covenant,
        duty,
        agreement, or condition of this Agreement or to exercise any right or remedy
        on
        a breach shall constitute a waiver of any such breach or of any other covenant,
        duty, agreement, or condition. 

       

      14.12  
         Assignability.
        This
        Agreement is not assignable by either Party without the expressed written
        consent of all Parties.

      


      14.13  
         Notices.
        All
        notices, requests and demands hereunder shall be in writing and delivered
        by
        hand, by facsimile transmission, by mail, by telegram or by recognized
        commercial over-night delivery service (such as Federal Express, UPS or DHL),
        and shall be deemed given (a) if by hand delivery, upon such delivery; (b)
        if by
        facsimile transmission, upon telephone confirmation of receipt of same; (c)
        if
        by mail, forty-eight (48) hours after deposit in the United States mail,
        first
        class, registered or certified mail, postage prepaid; (d) if by telegram,
        upon
        telephone confirmation of receipt of same; or, (e) if by recognized commercial
        over-night delivery service, upon such delivery.

      


      14.14  
         Time.
        All
        Parties agree that time is of the essence as to this Agreement.

      


      14.15  
        Disputes.
        The
        Parties agree to cooperate and meet in order to resolve any disputes or
        controversies arising under this Agreement. Should they be unable to do so,
        then
        either may elect arbitration under the rules of the American Arbitration
        Association, and both Parties are obligated to proceed thereunder, to resolve
        all disputes, other than those arising under Section 6.8, above. Arbitration
        shall proceed in Orange County, and the Parties agree to be bound by the
        arbitrator’s award, which may be filed in the
        Superior
        Court of California, County of Orange. The
        Parties consent to the jurisdiction of California Courts for enforcement
        of this
        determination by arbitration. The prevailing Party shall be entitled to
        reimbursement for his attorney’s fees and all costs associated with arbitration.
        In any arbitration proceeding conducted pursuant to the provisions of this
        Section, both Parties shall have the right to conduct discovery, to call
        witnesses and to cross-examine the opposing Party’s witnesses, either through
        legal counsel, expert witnesses or both, and the provisions of the California
        Code of Civil Procedure (Right to Discovery; Procedure and Enforcement) are
        hereby incorporated into this Agreement by this reference and made a part
        hereof. 

      



      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      14.16 
         Provision
        Not Construed Against Party Drafting Agreement.
        This
        Agreement is the result of negotiations by and between the Parties, and each
        Party has had the opportunity to be represented by independent legal counsel
        of
        its choice. This Agreement is the product of the work and efforts of all
        Parties, and shall be
        deemed
        to have been drafted by all Parties. In the event of a dispute, no Party
        hereto
        shall be entitled to claim that any provision should be construed against
        any
        other Party by reason of the fact that it was drafted by one particular
        Party.

      


      14.17 
         Incorporation
        of Exhibits and Schedules.
        The
        Exhibits and Schedules identified in this Agreement are incorporated herein
        by
        reference and made a part hereof as if set out in full herein.

      


      14.18 
         Recitals.
        The
        facts recited in Article II, above, are hereby conclusively presumed to be
        true
        as between and affecting the Parties.

      


      14.19 
         Consents,
        Approvals, and Discretion.
        Except
        as herein expressly provided to the contrary, whenever this Agreement requires
        consent or approval to be given by a Party, or a Party must or may exercise
        discretion, the Parties agree that such consent or approval shall not be
        unreasonably withheld, conditioned, or delayed, and such discretion shall
        be
        reasonably exercised. Except as otherwise provided herein, if no response
        to a
        consent or request for approval is provided within ten (10) days from the
        receipt of the request, then the consent or approval shall be presumed to
        have
        been given. 

      


      14.20 
         No
        Third Party Beneficiaries.
        This
        Agreement has been entered into solely by and between Employer and Executive,
        solely for their benefit. There is no intent by either Party to create or
        establish a third party beneficiary to this Agreement, and no such third
        party
        shall have any right to enforce any right, claim, or cause of action created
        or
        established under this Agreement.

      


      14.21 
         Best
        Efforts.
        The
        Parties shall use and exercise their best efforts, taking all reasonable,
        ordinary and necessary measures to ensure an orderly and smooth relationship
        under this Agreement, and further agree to work together and negotiate in
        good
        faith to resolve any differences or problems which may arise in the
        future.

      


      14.22 
         Definitional
        Provisions.
        For
        purposes of this Agreement, (i) those words, names, or terms which are
        specifically defined herein shall have the meaning specifically ascribed
        to
        them; (ii) wherever from the context it appears appropriate, each term stated
        either in the singular or plural shall include the singular and plural; (iii)
        wherever from the context it appears appropriate, the masculine, feminine,
        or
        neuter gender, shall each include the others; (iv) the words “hereof”, “herein”,
“hereunder”, and words of similar import, when used in this Agreement, shall
        refer to this Agreement as a whole, and not to any particular provision of
        this
        Agreement; (v) all references to designated “Articles”, “Sections”, and to other
        subdivisions are to the designated Articles, Sections, and other subdivisions
        of
        this Agreement as originally executed; (vi) all references to “Dollars” or “$”
shall be construed as being United States dollars; (vii) the
        term
“including” is not limiting and means “including without limitation”;
and,
        (viii) all references to all statutes, statutory provisions, regulations,
        or
        similar administrative provisions shall be construed as a reference to such
        statute, statutory provision, regulation, or similar administrative provision
        as
        in force at the date of this Agreement and as may be subsequently amended.
        

      



      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      14.23 
         Survival.
        Notwithstanding anything herein to the contrary, the provisions of Section
        5.6
        and Articles VI, VII, VIII, and IX, inclusive, shall expressly survive the
        termination of this Agreement. 

      


      XV

      


      EXECUTION

      


      IN
        WITNESS WHEREOF,
        this
        EXECUTIVE EMPLOYMENT AGREEMENT has been duly executed by the Parties in Orange
        County, California, and shall be effective as of and on the Effective Date
        set
        forth in Article I of this Agreement. Each of the undersigned Parties hereby
        represents and warrants that it (i) has the requisite power and authority
        to
        enter into and carry out the terms and conditions of this Agreement, as well
        as
        all transactions contemplated hereunder; and, (ii) it is duly authorized
        and
        empowered to execute and deliver this Agreement. 

      


       

      
        
          	
                  EMPLOYER:

                	
                  EXECUTIVE:

                
	 	 
	
                  OXFORD
                    MEDIA, INC.,

                	 
	
                  a
                    California corporation 

                	 
	 	
                  _____________________________

                
	 	
                  J.
                    RICHARD SHAFER

                
	
                  BY:
                    __________________________

                	
                  DATED:
                    ______________________

                
	 	 
	
                  NAME:
                    _______________________

                	 
	 	 
	
                  TITLE:
                    _______________________

                	 
	 	 
	
                  DATED:
                    ______________________

                	 


        



      



      
        
          
          

        

        
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      EXHIBIT
        3.1

      


      SERVICES

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
          
          

        

        
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      EXHIBIT
        4.1

      


      BASE
        ANNUAL SALARY

      
         

        
          FirstTwelveMonths         $320,000.00
            annually

        

      

       

      Thereafter,
        no less
        than
        $320,000 and
        increased in accordance with performance based incentives to be determined
        by
        Employer. 

      


      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      



      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      EXHIBIT
        5.4

      


      INDEMNIFICATION
        AGREEMENT

      


      


      


      


      


      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       20