Unassociated Document


    
      

      

    

    

      AGREEMENT
        
        
          

        

      

      


      THIS
        AGREEMENT (the
        “Agreement”) is entered into effective as of the 30th
        day of
        March, 2005 (the “Effective Date”) by and between OXFORD MEDIA, INC., a Nevada
        corporation ______ _______________, a _______ ____________ (“OXMI”); and, J.
        RICHARD SHAFER, an individual residing in the State of California (“Shafer).
        OXMI and Shafer are sometimes referred to collectively herein as the “Parties”,
        and each individually as a “Party”.

      


      
        	 	
                1.

              	
                RECITALS:

              


      

      


      WHEREAS,
        Shafer
        is an employee of OXMI, having recently entered into an Executive Employment
        Agreement dated 20 March 2006 (the “Employment Agreement”). 

      


      WHEREAS,
        the
        Parties recognize
        and acknowledge that the execution of this Agreement is an integral element
        of
        Shafer’s continued employment with OXMI.

      


      WHEREAS,
        as
        additional consideration for entering into the Employment Agreement, which
        the
        Parties would not have entered into if the Parties were unwilling to execute
        this Agreement, the Parties have agreed to execute this Agreement.

      


      WHEREAS,
        the
        Parties recognize that upon execution this Agreement will represent a legally
        enforceable contract by and between the Parties. 

       

      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:

      


      2.    CONVERTIBLE
        NOTE:
        In
        regard
        to that certain convertible note (the “Convertible Note”) of OXMI in favor of
        Shafer dated 30 September 2004 in the original principal amount of Four Hundred
        Twenty Thousand Dollars ($420,000), the Parties hereby agree as follows:
        

      


      (a)   OXMI
        will
        pay to Shafer, as soon as practicable after 31 March 2006, the sum of Sixteen
        Thousand Eight Hundred Dollars ($16,800) as the final interest payment on
        the
        Convertible Note through 31 March 2006. 

      


      (b)   Shafer
        will exercise the conversion right under the Convertible Note for the entire
        amount of the Convertible Note at the same time at which OXMI closes on a
        financing round of at least Five Million Dollars ($5,000,000). 

      


      (c)   The
        conversion under subparagraph (b), above, shall be effected at a price of
        $2.00
        per share.

      


      3.   SHARES
        UNDER DISCRETIONARY CONTROL:
        In
        regard to that certain block of 100,000 shares of OXMI common stock (the
“OXMI
        Shares”) under the discretionary control of Shafer, the Parties agree that as
        soon as practicable, OXMI shall amend its books and records and issue share
        certificate for the OXMI Shares as follows:

       

       

       

       

      
        	
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                (a)

              	
                35,000
                  shares to J Serra High School;

              


      

      


      
        	 	
                (b)

              	
                35,000
                  shares to St Mary’s School; and

              


      

      


      
        	 	
                (c)

              	
                30,000
                  shares to The Shafer Family Trust. 

              


      

      


      3.   BONUS
        STRUTURE:
        The
        Parties agree to negotiate in good faith and to endeavor to put in place
        a bonus
        structure for Shafer within 60-days of the Effective Date. 

      


      4.   ADDITIONAL
        PROVISIONS:

      


      a.   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.

      


      b.   The
        Parties hereto agree to execute, if necessary, any and all documents,
        amendments, notices and certificates which may be necessary or convenient
        to
        further their intent hereunder.

      


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

      


      d.   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.

      


      e.   This
        Agreement shall be governed by the laws of the State of Tennessee, without
        giving effect to any choice or conflict of law provision or rule (whether
        of the
        State of Tennessee or any other jurisdiction) that would cause the application
        of the laws of any jurisdiction other than the State of Tennessee. 

      


      5.   EXECUTION:
        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. 

      


      IN
        WITNESS WHEREOF,
        this
        AGREEMENT has been duly executed by the Parties in Irvine, California, and
        shall
        be effective as of and on the Effective Date set forth above. 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.


       

       

      
         

         

        
          	
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                0XMI:

              	
                SHAFER:

              
	 	 
	
                OXFORD
                  MEDIA, INC.,

              	 
	
                a
                  Nevada corporation 

              	 
	 	
                ____________________________

              
	 	
                J.
                  RICHARD SHAFER

              
	 	 
	
                BY:
                  ______________________________

              	
                DATED:
                  __________________

              
	 	 
	
                NAME:
                  ___________________________

              	 
	 	 
	
                TITLE:
                   ___________________________

              	 
	 	 
	
                DATED:
                  __________________

              	 


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      
         

         

        
          	
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