Exhibit 10.1


    
      

      

    

    


     

    SUBSCRIPTION
      AGREEMENT

     

     

    THIS
      SUBSCRIPTION AGREEMENT
      (this
“Agreement”),
      dated
      as of August 4, 2006, by and among Oxford Media, Inc. (formerly known as
      Becoming Art Inc.), a Nevada corporation (the “Company”),
      and
      Palisades Master Fund, LP (the Subscriber”Subscriber”).

     

    WHEREAS,
      the
      Company and the Subscriber are executing and delivering this Agreement in
      reliance upon an exemption from securities registration afforded by the
      provisions of Section 4(2) and/or Regulation D (“Regulation
      D”)
      as
      promulgated by the United States Securities and Exchange Commission (the
“Commission”)
      under
      the Securities Act of 1933, as amended (the “1933
      Act”);
      and

     

    WHEREAS,
      the
      parties desire that, upon the terms and subject to the conditions contained
      herein, the Company shall issue and sell to the Subscriber, as provided herein,
      and the Subscriber, in the aggregate, shall purchase up to ONE MILLION DOLLARS
      ($1,000,000) (the “Purchase
      Price”)
      of
      principal amount of eighteen percent (18%) promissory notes of the Company
      (“Note”
or
      “Notes”)
      in the
      form annexed hereto as Exhibit
      A. The
      Notes
      are sometimes collectively referred to herein as the “Securities”.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and other agreements contained in this
      Agreement the Company and the Subscriber hereby agree as follows:

     

    1.    Closing.
      Subject
      to the satisfaction or waiver of the terms and conditions of this Agreement,
      on
      the Closing
      Date,
      the
      Subscriber shall purchase and the Company shall sell to the Subscriber a Note
      in
      the principal amount of the Purchase Price. The Closing Date shall be August
      4,
      2006 (“Closing
      Date”).

    


    2.    Security
      Interest.
      The
      Subscriber will be granted a second lien security interest in all assets of
      the
      Company and Subsidiaries (as defined in Section 4(a) of this Agreement),
      including ownership of the Subsidiaries, to be memorialized in a “Security
      Agreement”,
      a form
      of which is annexed hereto as Exhibit
      B.
      Each
      Subsidiary will execute and deliver to the Subscriber a form of “Guaranty”
      annexed
      hereto as Exhibit
      C.
      The
      Company will execute such other agreements, documents, and financing statements
      reasonably requested by Subscriber, which will be filed at the Company’s expense
      with such jurisdictions, states and counties designated by the Subscriber.
      The
      Company will also execute all such documents reasonably necessary in the opinion
      of Subscriber to memorialize and further protect the security interest described
      herein. The Subscriber will appoint a Collateral Agent to represent them
      collectively in connection with the security interest to be granted to the
      Subscriber. The appointment will be pursuant to a “Collateral
      Agent Agreement”,
      a form
      of which is annexed hereto as Exhibit
      D.

    


    3.    Subscriber’s
      Representations and Warranties.
      The
      Subscriber hereby represents and warrants to and agrees with the Company
      that:

    


    (a)    Organization
      and Standing of the Subscriber.
      If the
      Subscriber is an entity, such Subscriber is a corporation, partnership or other
      entity duly incorporated or organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation or organization and
      has
      the requisite corporate power to own its assets and to carry on its
      business.

    


    (b)    Authorization
      and Power.
      The
      Subscriber has the requisite power and authority to enter into and perform
      this
      Agreement and to purchase the Securities being sold to it hereunder. The
      execution, delivery and performance of this Agreement by such Subscriber and
      the
      consummation by it of the transactions contemplated hereby and thereby have
      been
      duly authorized by all necessary corporate or partnership action, and no further
      consent or authorization of such Subscriber or its Board of Directors,
      stockholders, partners, members, as the case may be, is required. This Agreement
      has been duly authorized, executed, and delivered by such Subscriber and
      constitutes, or shall constitute when executed and delivered, a valid and
      binding obligation of the Subscriber enforceable against the Subscriber in
      accordance with the terms thereof.

     

     

    


    
      
        
          
          

        

        
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    (c)    No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      the Subscriber of the transactions contemplated hereby or relating hereto do
      not
      and will not (i) result in a violation of such Subscriber’s charter documents or
      bylaws or other organizational documents or (ii) conflict with, or constitute
      a
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of any agreement, indenture or instrument or
      obligation to which such Subscriber is a party or by which its properties or
      assets are bound, or result in a violation of any law, rule, or regulation,
      or
      any order, judgment or decree of any court or governmental agency applicable
      to
      such Subscriber or its properties (except for such conflicts, defaults and
      violations as would not, individually or in the aggregate, have a material
      adverse effect on such Subscriber). Such Subscriber is not required to obtain
      any consent, authorization or order of, or make any filing or registration
      with,
      any court or governmental agency in order for it to execute, deliver or perform
      any of its obligations under this Agreement or to purchase the Notes in
      accordance with the terms hereof, provided that for purposes of the
      representation made in this sentence, such Subscriber is assuming and relying
      upon the accuracy of the relevant representations and agreements of the Company
      herein.

    


    (d)    Information
      on Company.
      The
      Subscriber has been furnished with or has had access at the EDGAR Website of
      the
      Commission to the Company’s Form 10-KSB for the year ended December 31, 2005 and
      all periodic reports filed with the Commission thereafter, but not later than
      five business days before the Closing Date (hereinafter referred to as the
      “Reports”). In addition, the Subscriber has received in writing from the Company
      such other information concerning its operations, financial condition and other
      matters as the Subscriber has requested in writing (such other information
      is
      collectively, the “Other Written Information”), and considered all factors the
      Subscriber deems material in deciding on the advisability of investing in the
      Securities. 

     

    (e)    Information
      on Subscriber.
      The
      Subscriber is, and will be at the time of the conversion of the Notes, an
“accredited investor”, as such term is defined in Regulation D promulgated by
      the Commission under the 1933 Act, is experienced in investments and business
      matters, has made investments of a speculative nature and has purchased
      securities of United States publicly-owned companies in private placements
      in
      the past and, with its representatives, has such knowledge and experience in
      financial, tax and other business matters as to enable the Subscriber to utilize
      the information made available by the Company to evaluate the merits and risks
      of and to make an informed investment decision with respect to the proposed
      purchase of the Securities, which represents a speculative investment. The
      Subscriber has the authority and is duly and legally qualified to purchase
      and
      own the Securities. The Subscriber is able to bear the risk of such investment
      for an indefinite period and to afford a complete loss thereof. The information
      set forth on the signature page hereto regarding the Subscriber is
      accurate.

     

    (f)
    Purchase
      of Notes.
      On the
      Closing Date, the Subscriber will purchase the Notes as principal for its own
      account for investment only and not with a view toward, or for resale in
      connection with, the public sale or any distribution thereof, but Subscriber
      does not agree to hold the Securities for any minimum amount of
      time.

     

    (g)    Compliance
      with Securities Act.
      The
      Subscriber understands and agrees that the Securities have not been registered
      under the 1933 Act or any applicable state securities laws, by reason of their
      issuance in a transaction that does not require registration under the 1933
      Act
      (based in part on the accuracy of the representations and warranties of
      Subscriber contained herein), and that such Securities must be held indefinitely
      unless a subsequent disposition is registered under the 1933 Act or any
      applicable state securities laws or is exempt from such registration.
      Notwithstanding anything to the contrary contained in this Agreement, such
      Subscriber may transfer (without restriction and without the need for an opinion
      of counsel) the Securities to its Affiliates (as defined below) provided that
      each such Affiliate is an “accredited investor” under Regulation D and such
      Affiliate agrees to be bound by the terms and conditions of this Agreement.
      For
      the purposes of this Agreement, an “Affiliate” of any person or entity means any
      other person or entity directly or indirectly controlling, controlled by or
      under direct or indirect common control with such person or entity. Affiliate
      when employed in connection with the Company includes each Subsidiary [as
      defined in Section 5(a)] of the Company. For purposes of this definition,
“control” means the power to direct the management and policies of such person
      or firm, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise.

     

    


    
      
        
          
          

        

        
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    (h)    Note
      Legend.
      The
      Note shall bear the following legend:

     

    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
      THIS
      NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
      OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO OXFORD MEDIA, INC. THAT SUCH
      REGISTRATION IS NOT REQUIRED.”

     

    (i)
    Communication
      of Offer.
      The
      offer to sell the Securities was directly communicated to the Subscriber by
      the
      Company. At no time was the Subscriber presented with or solicited by any
      leaflet, newspaper or magazine article, radio or television advertisement,
      or
      any other form of general advertising or solicited or invited to attend a
      promotional meeting otherwise than in connection and concurrently with such
      communicated offer.

     

    (j)
    Authority;
      Enforceability.
      This
      Agreement and other agreements delivered together with this Agreement or in
      connection herewith have been duly authorized, executed and delivered by the
      Subscriber and are valid and binding agreements enforceable in accordance with
      their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability relating
      to
      or affecting creditors’ rights generally and to general principles of equity;
      and Subscriber has full corporate power and authority necessary to enter into
      this Agreement and such other agreements and to perform its obligations
      hereunder and under all other agreements entered into by the Subscriber relating
      hereto.

    


    (k)    No
      Governmental Review.
      The
      Subscriber understands that no United States federal or state agency or any
      other governmental or state agency has passed on or made recommendations or
      endorsement of the Securities or the suitability of the investment in the
      Securities, and that no such authorities have passed upon or endorsed the merits
      of the offering of the Securities.

    


    (l)
    Pending
      Transactions.
      The
      Subscriber acknowledges that it is fully aware of and understands that the
      Company is prepared to close the following transactions: (i) the acquisition
      of
      the issued and outstanding shares of stock of SVI Hotel Corporation (the “SVI
      Acquisition”); (ii) a financing transaction in order finance the SVI Acquisition
      (the “Financing Transaction”); and, (iii) the transactions related to the
      Financing Acquisition involving existing holders of debt or equity of the
      Company (the “Related Transactions”). The SVI Acquisition, Financing
      Transaction, and Related Transactions are collectively referred to herein as
      the
“SVI Related Transactions”. 

    


    (m)    Correctness
      of Representations.
      The
      Subscriber represents that the foregoing representations and warranties are
      true
      and correct as of the date hereof and, unless a Subscriber otherwise notifies
      the Company prior to the Closing Date, shall be true and correct as of the
      Closing Date.

    


    


    (n)    Survival.
      The
      foregoing representations and warranties shall survive the Closing Date until
      three years after the Closing Date.

    


    
      
        
          
          

        

        
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    4.    Company
      Representations and Warranties.
      The
      Company represents and warrants to and agrees with the Subscriber that except
      as
      set forth in the Reports or the Other Written Information and as otherwise
      qualified in the Transaction Documents:

     

    (a)    Due
      Incorporation.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation and has the requisite
      corporate power to own its properties and to carry on its business is disclosed
      in the Reports.
      The
      Company is duly qualified as a foreign corporation to do business and is in
      good
      standing in each jurisdiction where the nature of the business conducted or
      property owned by it makes such qualification necessary, other than those
      jurisdictions in which the failure to so qualify would not have a Material
      Adverse Effect. For purpose of this Agreement, a “Material
      Adverse Effect”
shall
      mean a material adverse effect on the financial condition, results of
      operations, properties, or business of the Company taken individually, or in
      the
      aggregate, as a whole. For purposes of this Agreement, “Subsidiary”
means,
      with respect to any entity at any date, any corporation, limited or general
      partnership, limited liability company, trust, estate, association, joint
      venture or other business entity) of which more than 50% of (i) the
      outstanding capital stock having (in the absence of contingencies) ordinary
      voting power to elect a majority of the board of directors or other managing
      body of such entity, (ii) in the case of a partnership or limited liability
      company, the interest in the capital or profits of such partnership or limited
      liability company or (iii) in the case of a trust, estate, association,
      joint venture or other entity, the beneficial interest in such trust, estate,
      association or other entity business is, at the time of determination, owned
      or
      controlled directly or indirectly through one or more intermediaries, by such
      entity. All the Company’s Subsidiaries as of the Closing Date are set forth on
Schedule
      4(a)
      hereto.

     

    (b)    Outstanding
      Stock.
      All
      issued and outstanding shares of capital stock of the Company and each of its
      subsidiaries have been duly authorized and validly issued and are fully paid
      and
      nonassessable.

     

    (c)    Authority;
      Enforceability.
      This
      Agreement, the Notes, the Security Agreement, the Collateral Agent Agreement,
      the Guaranty, and any other agreements delivered together with this Agreement
      or
      in connection herewith (collectively “Transaction
      Documents”)
      have
      been duly authorized, executed and delivered by the Company and Subsidiaries
      (as
      the case may be) and are valid and binding agreements enforceable in accordance
      with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability relating
      to
      or affecting creditors’ rights generally and to general principles of equity.
      The Company and Subsidiaries have full corporate power and authority necessary
      to enter into and deliver the Transaction Documents and to perform their
      obligations thereunder.

     

    (d)    Additional
      Issuances.
      There
      are
      no outstanding agreements or preemptive or similar rights affecting the
      Company’s common stock or equity and no outstanding rights, warrants or options
      to acquire, or instruments convertible into or exchangeable for, or agreements
      or understandings with respect to the sale or issuance of any shares of common
      stock or equity of the Company or other equity interest in any of the
      Subsidiaries of the Company except as provided for under the SVI Related
      Transactions or as described on Schedule
      4(d).
      The
      Common stock of the Company on a fully diluted basis outstanding as of the
      last
      trading day preceding the Closing Date is set forth on Schedule
      4(d).

     

    (e)    Consents.
      No
      consent, approval, authorization or order of any court, governmental agency
      or
      body or arbitrator having jurisdiction over the Company, or any of its
      Affiliates, the OTC Bulletin Board (the “Bulletin
      Board”)
      nor
      the Company’s shareholders is required for the execution by the Company of the
      Transaction Documents and compliance and performance by the Company of its
      obligations under the Transaction Documents, including, without limitation,
      the
      issuance and sale of the Securities. The Transaction Documents and the Company’s
      performance of its obligations thereunder have been approved unanimously by
      the
      Company’s directors.

     

     

    
      
        
          
          

        

        
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    (f)
    No
      Violation or Conflict.
      Assuming the representations and warranties of the Subscriber in Section 3
      are
      true and correct, neither the issuance and sale of the Securities nor the
      performance of the Company’s obligations under this Agreement and all other
      agreements entered into by the Company relating thereto by the Company
      will:

     

    (i)    violate,
      conflict with, result in a breach of, or constitute a default (or an event
      which
      with the giving of notice or the lapse of time or both would be reasonably
      likely to constitute a default) under (A) the articles or certificate of
      incorporation, charter or bylaws of the Company, (B) to the Company’s knowledge,
      any decree, judgment, order, law, treaty, rule, regulation or determination
      applicable to the Company of any court, governmental agency or body, or
      arbitrator having jurisdiction over the Company or any of its subsidiaries
      or
      over the properties or assets of the Company or any of its Affiliates, (C)
      the
      terms of any bond, debenture, note or any other evidence of indebtedness, or
      any
      agreement, stock option or other similar plan, indenture, lease, mortgage,
      deed
      of trust or other instrument to which the Company or any of its Affiliates
      or
      subsidiaries is a party, by which the Company or any of its Affiliates or
      subsidiaries is bound, or to which any of the properties of the Company or
      any
      of its Affiliates or subsidiaries is subject, or (D) the terms of any “lock-up”
or similar provision of any underwriting or similar agreement to which the
      Company, or any of its Affiliates or subsidiaries is a party except the
      violation, conflict, breach, or default of which would not have a Material
      Adverse Effect on the Company; or

     

    (ii)    result
      in
      the creation or imposition of any lien, charge or encumbrance upon the
      Securities or any of the assets of the Company, its subsidiaries or any of
      its
      Affiliates; or

     

    (iii)    result
      in
      the activation of any anti-dilution rights or a reset or repricing of any debt
      or security instrument of any other creditor or equity holder of the Company,
      nor result in the acceleration of the due date of any obligation of the Company;
      or

     

    (iv)  
         result
      in
      the activation of any piggy-back registration rights of any person or entity
      holding securities of the Company or having the right to receive securities
      of
      the Company.

     

    (g)    The
      Securities.
      The
      Securities upon issuance:

     

    (i)    are,
      or
      will be, free and clear of any security interests, liens, claims or other
      encumbrances, subject to restrictions upon transfer under the 1933 Act and
      any
      applicable state securities laws;

    


    (ii)    have
      been, or will be, duly and validly authorized and on the date of conversion
      of
      the Notes will be duly and validly issued, fully paid and nonassessable and,
      if
      registered pursuant to the 1933 Act and resold pursuant to an effective
      registration statement, will be free trading and unrestricted;

     

    (iii) 
         will
      not
      have been issued or sold in violation of any preemptive or other similar rights
      of the holders of any securities of the Company;

     

    (iv) 
         will
      not
      subject the holders thereof to personal liability by reason of being such
      holders provided Subscriber’s representations herein are true and accurate and
      Subscriber takes no actions or fails to take any actions required for their
      purchase of the Securities to be in compliance with all applicable laws and
      regulations; and

     

    (v)  
         will
      have
      been issued in reliance upon an exemption from the registration requirements
      of
      and will not result in a violation of Section 5 under the 1933 Act.

     

     

    
      
        
          
          

        

        
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    (h)    Litigation.
      Other
      than as described in the Reports, there is no pending or, to the best knowledge
      of the Company, threatened action, suit, proceeding or investigation before
      any
      court, governmental agency or body, or arbitrator having jurisdiction over
      the
      Company, or any of its Affiliates that would affect the execution by the Company
      or the performance by the Company of its obligations under the Transaction
      Documents. Except as disclosed in the Reports, there is no pending or, to the
      best knowledge of the Company, basis for or threatened action, suit, proceeding
      or investigation before any court, governmental agency or body, or arbitrator
      having jurisdiction over the Company, or any of its Affiliates which litigation
      if adversely determined would have a Material Adverse Effect.

     

    (i)
    Reporting
      Company.
      The
      Company is a publicly-held company subject to reporting obligations pursuant
      to
      Section 13 of the Securities Exchange Act of 1934, as amended (the “1934
      Act”)
      and
      has a class of common shares registered pursuant to Section 12(g) of the 1934
      Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed
      all reports and other materials required to be filed thereunder with the
      Commission during the preceding twenty-four months.

     

    (j)     No
      Market Manipulation.
      The
      Company has not taken, and will not take, directly or indirectly, any action
      designed to, or that might reasonably be expected to, cause or result in
      stabilization or manipulation of the price of the Common Stock of the Company
      to
      facilitate the sale or resale of the Securities or affect the price at which
      the
      Securities may be issued or resold.

     

    (k)    Information
      Concerning Company.
      The
      Reports contain all material information relating to the Company and its
      operations and financial condition as of their respective dates and all the
      information required to be disclosed therein. Since the last day of the fiscal
      year of the most recent audited financial statements included in the Reports
      (“Latest
      Financial Date”),
      and
      except as modified in the Other Written Information or in the Schedules hereto,
      there has been no Material Adverse Event relating to the Company’s business,
      financial condition or affairs not disclosed in the Reports. The Reports do
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances when made. The Company has not provided
      to the Subscriber any material non-public information.

     

    (l)     Stop
      Transfer.
      The
      Securities, when issued, will be restricted securities. The Company will not
      issue any stop transfer order or other order impeding the sale, resale or
      delivery of any of the Securities, except as may be required by any applicable
      federal or state securities laws and unless contemporaneous notice of such
      instruction is given to the Subscriber.

     

    (m)    Defaults.
      The
      Company is not in violation of its articles of incorporation or bylaws. The
      Company is (i) not in default with respect to any order of any court, arbitrator
      or governmental body or subject to or party to any order of any court or
      governmental authority arising out of any action, suit or proceeding under
      any
      statute or other law respecting antitrust, monopoly, restraint of trade, unfair
      competition or similar matters, or (ii) to its knowledge not in violation of
      any
      statute, rule or regulation of any governmental authority which violation would
      have a Material Adverse Effect on the Company.

     

    (n)    No
      Integrated Offering.
      Neither
      the Company, nor any of its Affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offer of the Securities pursuant to this Agreement to be integrated with
      prior offerings by the Company for purposes of the 1933 Act or any applicable
      stockholder approval provisions, including, without limitation, under the rules
      and regulations of the Bulletin Board. Nor will the Company or any of its
      Affiliates or subsidiaries take any action or steps that would cause the offer
      or issuance of the Securities to be integrated with other offerings. The Company
      will not conduct any offering other than the transactions contemplated hereby
      that will be integrated with the offer or issuance of the
      Securities.

     

     

    
      
        
          
          

        

        
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    (o)    No
      General Solicitation.
      Neither
      the Company, nor any of its Affiliates, nor to its knowledge, any person acting
      on its or their behalf, has engaged in any form of general solicitation or
      general advertising (within the meaning of Regulation D under the 1933 Act)
      in
      connection with the offer or sale of the Securities.

     

    (p)    Listing.
      The
      Company’s common stock is quoted on the Bulletin Board under the symbol OXMI.
      The Company has not received any oral or written notice that its common stock
      is
      not eligible nor will become ineligible for quotation on the Bulletin Board
      nor
      that its common stock does not meet all requirements for the continuation of
      such quotation. The Company satisfies all the requirements for the continued
      quotation of its common stock on the Bulletin Board.

     

    (q)    No
      Undisclosed Liabilities.
      The
      Company has no liabilities or obligations which are material, individually
      or in
      the aggregate, which are not disclosed in the Reports and Other Written
      Information, other than those incurred in the ordinary course of the Company’s
      businesses since December 31, 2005 and which, individually or in the aggregate,
      would reasonably be expected to have a Material Adverse Effect other than as
      provided for under the SVI Related Transactions or as set forth in Schedule
      4(q).

     

    (r)    No
      Undisclosed Events or Circumstances.
      Since
      December 31, 2005, no event or circumstance has occurred or exists with respect
      to the Company or its businesses, properties, operations or financial condition,
      that, under applicable law, rule or regulation, requires public disclosure
      or
      announcement prior to the date hereof by the Company but which has not been
      so
      publicly announced or disclosed in the Reports or otherwise provided for under
      the SVI Related Transactions.

     

    (s)     Capitalization.
      The
      authorized and outstanding capital stock of the Company and Subsidiaries as
      of
      the date of this Agreement and the Closing Date (not including the Securities)
      are set forth on Schedule
      4(d).
      Except
      as provided for under the SVI Related Transactions or as set forth on
Schedule
      4(d),
      there
      are no options, warrants, or rights to subscribe to, securities, rights or
      obligations convertible into or exchangeable for or giving any right to
      subscribe for any shares of capital stock of the Company or any of its
      Subsidiaries. All of the outstanding shares of Common Stock of the Company
      have
      been duly and validly authorized and issued and are fully paid and
      nonassessable.

     

    (t)     Dilution.
      The
      Company’s executive officers and directors understand the nature of the
      Securities being sold hereby and recognize that the issuance of the Securities
      will have a potential dilutive effect on the equity holdings of other holders
      of
      the Company’s equity or rights to receive equity of the Company. The board of
      directors of the Company has unanimously concluded, in its good faith business
      judgment, that the issuance of the Securities is in the best interests of the
      Company. 

     

    (u)     No
      Disagreements with Accountants and Lawyers.
      There
      are no disagreements of any kind presently existing, or reasonably anticipated
      by the Company to arise, between the Company and the accountants and lawyers
      formerly or presently employed by the Company, including but not limited to
      disputes or conflicts over payment owed to such accountants and
      lawyers.

    


    (v)    DTC
      Status/Transfer Agent.
      The
      Company’s transfer agent is eligible to participate in and the Common Stock is
      eligible for transfer pursuant to the Depository Trust Company Automated
      Securities Transfer Programs. The name, address, telephone number, fax number,
      contact person and email address of the Company transfer agent are set forth
      on
Schedule
      4(v)
      hereto.

    


    (w)    Investment
      Company.
      Neither
      the Company nor any Affiliate is an “investment company” within the meaning of
      the Investment Company Act of 1940, as amended.

    


    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

     

    (x)    Subsidiary
      Representations.
      The
      Company makes each of the representations contained in Sections 4(a), (b),
      (d),
      (e), (f), (h), (k), (m), (q), (r), (s), (u) and (w) of this Agreement, as same
      relate to each Subsidiary of the Company, with the same qualifications to each
      such representation.

    


    (y)    Correctness
      of Representations.
      The
      Company represents that the foregoing representations and warranties are true
      and correct as of the date hereof in all material respects, and, unless the
      Company otherwise notifies the Subscriber prior to the Closing Date, shall
      be
      true and correct in all material respects as of the Closing Date.

     

    (z)    Survival.
      The
      foregoing representations and warranties shall survive until three years after
      the Closing Date.

     

    5.    Regulation
      D Offering.
      The
      offer and issuance of the Securities to the Subscriber is being made pursuant
      to
      the exemption from the registration provisions of the 1933 Act afforded by
      Section 4(2) of the 1933 Act and/or Rule 506 of Regulation D promulgated
      thereunder. On the Closing Date, the Company will provide an opinion reasonably
      acceptable to Subscriber from the Company’s legal counsel opining on the
      availability of an exemption from registration under the 1933 Act as it relates
      to the offer and issuance of the Securities and other matters reasonably
      requested by Subscriber. A form of the legal opinion is annexed hereto as
Exhibit
      E.
      

     

    6.1.   Covenants
      of the Company.
      The
      Company covenants and agrees with the Subscriber as follows:

     

    (a)    Stop
      Orders.
      The
      Company will advise the Subscriber, within two hours after the Company receives
      notice of issuance by the Commission, any state securities commission or any
      other regulatory authority of any stop order or of any order preventing or
      suspending any offering of any securities of the Company, or of the suspension
      of the qualification of the Common Stock of the Company for offering or sale
      in
      any jurisdiction, or the initiation of any proceeding for any such
      purpose.

     

    (b)    Listing.
      The
      Company will maintain the listing of its Common Stock on the American Stock
      Exchange, Nasdaq SmallCap Market, Nasdaq National Market System, Bulletin Board,
      or New York Stock Exchange (whichever of the foregoing is at the time the
      principal trading exchange or market for the Common Stock (the “Principal
      Market”)),
      and
      will comply in all respects with the Company’s reporting, filing and other
      obligations under the bylaws or rules of the Principal Market, as applicable.
      The Company will provide the Subscriber copies of all notices it receives
      notifying the Company of the threatened and actual delisting of the Common
      Stock
      from any Principal Market. As of the date of this Agreement and the Closing
      Date, the Bulletin Board is and will be the Principal Market.

     

    (c)    Market
      Regulations.
      The
      Company shall notify the Commission, the Principal Market and applicable state
      authorities, in accordance with their requirements, of the transactions
      contemplated by this Agreement, and shall take all other necessary action and
      proceedings as may be required and permitted by applicable law, rule and
      regulation, for the legal and valid issuance of the Securities to the Subscriber
      and promptly provide copies thereof to Subscriber.

     

    (d)    Reporting
      Requirements.
      From
      the date of this Agreement and until the Note is paid-in-full, without regard
      to
      volume limitation, the Company will (v) cause its Common Stock to continue
      to be
      registered under Section 12(b) or 12(g) of the 1934 Act, (x) comply in all
      respects with its reporting and filing obligations under the 1934 Act, (y)
      comply with all reporting requirements that are applicable to an issuer with
      a
      class of shares registered pursuant to Section 12(b) or 12(g) of the 1934 Act,
      as applicable, and (z) comply with all requirements related to any registration
      statement filed pursuant to this Agreement. The Company will use its best
      efforts not to take any action or file any document (whether or not permitted
      by
      the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend
      such registration or to terminate or suspend its reporting and filing
      obligations under said acts until the Note is paid-in-full. Until the Note
      has
      been paid-in-full, the Company will use its best efforts to continue the listing
      or quotation of the Common Stock on the Principal Market, and will comply in
      all
      respects with the Company’s reporting, filing and other obligations under the
      bylaws or rules of the Principal Market. The Company agrees to timely file
      a
      Form D with respect to the Securities if required under Regulation D and to
      provide a copy thereof to the Subscriber promptly after such
      filing.

     

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


     

    (e)    Use
      of
      Proceeds.
      The
      proceeds of the Offering will be employed by the Company for the purposes set
      forth on Schedule
      6.1(e)
      hereto.
      Except as set forth on Schedule
      6.1(e),
      the
      Purchase Price may not and will not be used for accrued and unpaid officer
      and
      director salaries, payment of financing related debt, redemption of outstanding
      notes or equity instruments of the Company, litigation related expenses or
      settlements, brokerage fees, nor non-trade obligations outstanding on a Closing
      Date. For so long as any Notes are outstanding, the Company will not prepay
      any
      financing related debt obligations, nor redeem any equity instruments of the
      Company without the express written consent of Subscriber.

     

    (f)
    Taxes.
      From
      the date of this Agreement and until the sooner of (i) two (2) years after
      the
      Closing Date, or (ii) until all the Warrant Shares have been resold or
      transferred by all the Subscriber pursuant to the Registration Statement or
      pursuant to Rule 144, without regard to volume limitations, the Company will
      promptly pay and discharge, or cause to be paid and discharged, when due and
      payable, all lawful taxes, assessments and governmental charges or levies
      imposed upon the income, profits, property or business of the Company; provided,
      however, that any such tax, assessment, charge or levy need not be paid if
      the
      validity thereof shall currently be contested in good faith by appropriate
      proceedings and if the Company shall have set aside on its books adequate
      reserves with respect thereto, and provided, further, that the Company will
      pay
      all such taxes, assessments, charges or levies forthwith upon the commencement
      of proceedings to foreclose any lien which may have attached as security
      therefore.

     

    (h)    Insurance.
      From
      the date of this Agreement and until the Note is paid-in-full, the Company
      will
      keep its assets which are of an insurable character insured by financially
      sound
      and reputable insurers against loss or damage by fire, explosion and other
      risks
      customarily insured against by companies in the Company’s line of business, in
      amounts sufficient to prevent the Company from becoming a co-insurer and not
      in
      any event less than one hundred percent (100%) of the insurable value of the
      property insured; and the Company will maintain, with financially sound and
      reputable insurers, insurance against other hazards and risks and liability
      to
      persons and property to the extent and in the manner customary for companies
      in
      similar businesses similarly situated and to the extent available on
      commercially reasonable terms.

     

    (i)
    Books
      and Records.
      From the
      date of this Agreement and until the Note is paid-in-full, the Company will
      keep
      true records and books of account in which full, true, and correct entries
      will
      be made of all dealings or transactions in relation to its business and affairs
      in accordance with generally accepted accounting principles applied on a
      consistent basis.

     

    (j)
    Governmental
      Authorities.
      From the
      date of this Agreement and until the Note is paid-in-full, the Company shall
      duly observe and conform in all material respects to all valid requirements
      of
      governmental authorities relating to the conduct of its business or to its
      properties or assets.

     

    (k)    Intellectual
      Property.
      From
      the date of this Agreement and until the Note is paid-in-full, the Company
      shall
      maintain in full force and effect its corporate existence, rights and franchises
      and all licenses and other rights to use intellectual property owned or
      possessed by it and reasonably deemed to be necessary to the conduct of its
      business.

     

    (l)
    Properties.
      From the
      date of this Agreement and until the sooner the Note is paid-in-full, the
      Company will keep its properties in good repair, working order and condition,
      reasonable wear and tear excepted, and from time to time make all necessary
      and
      proper repairs, renewals, replacements, additions and improvements thereto;
      and
      the Company will at all times comply with each provision of all leases to which
      it is a party or under which it occupies property if the breach of such
      provision could reasonably be expected to have a Material Adverse
      Effect.

     

     

    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


     

    (m)    Confidentiality/Public
      Announcement.
      From the
      date of this Agreement and until the Note is paid-in-full, the Company agrees
      that except in connection with a Form 8-K or the Registration Statement, it
      will
      not disclose publicly or privately the identity of the Subscriber unless
      expressly agreed to in writing by a Subscriber or only to the extent required
      by
      law and then only upon five days prior notice to Subscriber. In any event and
      subject to the foregoing, the Company undertakes to file a Form 8-K or make
      a
      public announcement describing the Offering not later than the first business
      day after the Closing Date. A form of the proposed Form 8-K or public
      announcement is annexed hereto as Exhibit
      F.
      In the
      Form 8-K or public announcement, the Company will specifically disclose the
      amount of common stock outstanding immediately after the Closing.

     

    (n)    Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other person acting on
      its
      behalf will provide the Subscriber or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      prior thereto the Subscriber shall have agreed in writing to receive such
      information. The Company understands and confirms that the Subscriber shall
      be
      relying on the foregoing representations in effecting transactions in securities
      of the Company. In any event, the Company will offer to the Subscriber an
      opportunity to review and comment on the Registration Statement thereto between
      three and five business days prior to the proposed filing date
      thereof.

    


    (o)    Offering
      Restrictions.
      For so
      long as Notes are outstanding, the Company will not enter into any equity line
      of credit or similar agreement, nor issue nor agree to issue any floating or
      variable priced equity linked instruments nor any of the foregoing or equity
      with price reset rights.

    


    (p)    Negative
      Covenants.
      So long
      as the Notes are outstanding, without the consent of the Subscriber, other
      than
      with regard to the SVI Related Transactions, the Company will not and will
      not
      permit any of its Subsidiaries to directly or indirectly:

    


    (i)    create,
      incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit
      arrangement, lien, charge, claim, security interest, security title, mortgage,
      security deed or deed of trust, easement or encumbrance, or preference, priority
      or other security agreement or preferential arrangement of any kind or nature
      whatsoever (including any lease or title retention agreement, any financing
      lease having substantially the same economic effect as any of the foregoing,
      and
      the filing of, or agreement to give, any financing statement perfecting a
      security interest under the Uniform Commercial Code or comparable law of any
      jurisdiction) (each, a “Lien”)
      upon
      any of its property, whether now owned or hereafter acquired except for (i)
      the
      Excepted Issuances (as defined below), (ii) (a) Liens imposed by law for taxes
      that are not yet due or are being contested in good faith and for which adequate
      reserves have been established in accordance with generally accepted accounting
      principles; (b) carriers’, warehousemen’s, mechanics’, material men’s,
      repairmen’s and other like Liens imposed by law, arising in the ordinary course
      of business and securing obligations that are not overdue by more than 30 days
      or that are being contested in good faith and by appropriate proceedings; (c)
      pledges and deposits made in the ordinary course of business in compliance
      with
      workers’ compensation, unemployment insurance and other social security laws or
      regulations; (d) deposits to secure the performance of bids, trade contracts,
      leases, statutory obligations, surety and appeal bonds, performance bonds and
      other obligations of a like nature, in each case in the ordinary course of
      business; (e) Liens created with respect to the financing of the purchase of
      new
      property in the ordinary course of the Company’s business up to the amount of
      the purchase price of such property, or created with respect to Excepted
      Issuances, provided no such lien may attach to any such assets purchased with
      proceeds of the Offering; or (f) easements, zoning restrictions, rights-of-way
      and similar encumbrances on real property imposed by law or arising in the
      ordinary course of business that do not secure any monetary obligations and
      do
      not materially detract from the value of the affected property (each of (a)
      through (f), a “Permitted
      Lien”)
      and
      (iii) indebtedness for borrowed money which is not senior or pari passu in
      right
      of payment to the payment of the Notes;

    


    (ii)    amend
      its
      certificate of incorporation, bylaws, or its charter documents so as to
      adversely affect any rights of the Subscriber;

    


    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    (iii)  
         repay,
      repurchase or offer to repay, repurchase or otherwise acquire or make any
      dividend or distribution in respect of any of its Common Stock, preferred stock,
      or other equity securities other than to the extent permitted or required under
      the Transaction Documents; or

    


    (iv)   engage
      in
      any transactions with any officer, director, employee or any Affiliate of the
      Company, including any contract, agreement or other arrangement providing for
      the furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director or such employee or, to the knowledge of the Company, any entity in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee or partner, in each case in excess of $10,000
      other than (i) for payment of salary or consulting fees for services rendered,
      (ii) reimbursement for expenses incurred on behalf of the Company, and (iii)
      for
      other employee benefits, including stock option agreements under any stock
      option plan of the Company.

    


    (v)    For
      purposes of this Agreement, the term “Excepted Issuances” is defined as
(a)
      full
      or partial consideration in connection with a strategic merger, acquisition,
      consolidation or purchase of substantially all of the securities or assets
      of
      corporation or other entity, (b)
      the
      Company’s issuance of securities in connection with strategic license agreements
      and other partnering arrangements so long as such issuances are not for the
      purpose of raising capital which holders of such securities or debt are not
      at
      any time granted registration rights, (c) the Company’s issuance of Common Stock
      or the issuances or grants of options to purchase Common Stock pursuant to
      stock
      option plans and employee stock purchase plans at prices equal to or higher
      than
      the closing price of the Common Stock on the issue date of any of the foregoing,
      and (d) as a result of the exercise of warrants which are granted or issued
      pursuant to this Agreement or that have been issued prior to the Closing Date,
      the issuance of which has been disclosed in a Report filed not less than five
      (5) days prior to the Closing Date.

    


    6.2.   Seniority.
      Except
      as otherwise provided for herein, until the Notes are fully satisfied or
      converted, the Company shall not grant nor allow any security interest to be
      taken in the assets of the Company or any subsidiary of the Company; nor issue
      any debt, equity or other instrument which would give the holder thereof
      directly or indirectly, a right in any assets of the Company or any subsidiary
      of the Company, superior to any right of the holder in or to such
      assets.

    


    6.3.   Mandatory
      Redemption at Subscriber’s Election.
      In the
      event (i) of the occurrence of any Event of Default (as defined in the Note
      or
      in this Agreement) which continues for more than thirty (30) business days,
      (ii)
      a Change in Control (as defined below), or (iii) of the liquidation, dissolution
      or winding up of the Company, then at the Subscriber’s election, the Company
      must pay to the Subscriber ten (10) business days after request by the
      Subscriber (“Calculation
      Period”),
      a sum
      of money equal to multiplying up to the outstanding principal amount of the
      Note
      designated by the Subscriber by 120%, together with accrued but unpaid interest
      thereon (“Mandatory
      Redemption Payment”).
      Upon
      receipt of the Mandatory Redemption Payment, the corresponding Note principal
      and interest will be deemed paid and no longer outstanding. For purposes of
      this
      Section 6.5, “Change
      in Control”
shall
      mean (i) the Company no longer having a class of shares publicly traded or
      listed on a Principal Market, (ii) the Company becoming a Subsidiary of another
      entity (other than a corporation formed by the Company for purposes of
      reincorporation in another U.S. jurisdiction), or (iii) the sale, lease or
      transfer of substantially all the assets of the Company or
      Subsidiaries.

    


    6.4. 
        Redemption.
      The
      Securities shall not be redeemable or mandatorily convertible except as
      described in the Note or in this Agreement.

     

    7.    Broker.
      The
      Company on the one hand, and the Subscriber on the other hand, agrees to
      indemnify the other against and hold the other harmless from any and all
      liabilities to any persons claiming brokerage commissions or finder’s fees on
      account of services purported to have been rendered on behalf of the
      indemnifying party in connection with this Agreement or the transactions
      contemplated hereby and arising out of such party’s actions. The Company
      represents that there are no parties entitled to receive fees, commissions,
      or
      similar payments in connection with the Offering. 

     

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


     

    8.    Legal
      Fees.
      Arrangements for the payment of legal fees and reimbursement for estimated
      UCC
      search and filing fees and credit reports will be payable on the Closing Date.
      

     

    9. Covenants
      of the Company and Subscriber Regarding Indemnification.

     

    (a)    The
      Company agrees to indemnify, hold harmless, reimburse and defend the Subscriber,
      the Subscriber’s officers, directors, agents, Affiliates, control persons, and
      principal shareholders, against any claim, cost, expense, liability, obligation,
      loss or damage (including reasonable legal fees) of any nature, incurred by
      or
      imposed upon the Subscriber or any such person which results, arises out of
      or
      is based upon (i) any material misrepresentation by Company or breach of any
      warranty by Company in this Agreement or in any Exhibits or Schedules attached
      hereto, or other agreement delivered pursuant hereto; or (ii) after any
      applicable notice and/or cure periods, any breach or default in performance
      by
      the Company of any covenant or undertaking to be performed by the Company
      hereunder, or any other agreement entered into by the Company and Subscriber
      relating hereto.

     

    (b)    The
      Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company
      and each of the Company’s officers, directors, agents, Affiliates, control
      persons against any claim, cost, expense, liability, obligation, loss or damage
      (including reasonable legal fees) of any nature, incurred by or imposed upon
      the
      Company or any such person which results, arises out of or is based upon (i)
      any
      material misrepresentation by such Subscriber in this Agreement or in any
      Exhibits or Schedules attached hereto, or other agreement delivered pursuant
      hereto; or (ii) after any applicable notice and/or cure periods, any breach
      or
      default in performance by such Subscriber of any covenant or undertaking to
      be
      performed by such Subscriber hereunder, or any other agreement entered into
      by
      the Company and Subscriber, relating hereto.

     

    (c)    In
      no
      event shall the liability of the Subscriber or permitted successor hereunder
      or
      under any other agreement delivered in connection herewith be greater in amount
      than the dollar amount of the net proceeds actually received by such Subscriber
      upon the sale of Registrable Securities (as defined herein).

     

    10.  
        Miscellaneous.

     

    (a)    Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Company, to: Oxford Media, Inc., One
      Technology Drive, Building H, Irvine, CA 92618, Attn: Lewis Jaffe, President
      and
      CEO, telecopier: (949) 341-0060, with a copy by telecopier only to: Keith A.
      Rosenbaum, Esq., Spectrum Law Group, LLP, 1900 Main Street, Suite 125, Irvine,
      CA 92614, telecopier: (949) 851-5940, and (ii) if to the Subscriber, to: the
      one
      or more addresses and telecopier numbers indicated on the signature pages
      hereto, with an additional copy by telecopier only to the legal counsel to
      the
      Subscriber.

     

    (b)    Entire
      Agreement; Assignment.
      This
      Agreement and other documents delivered in connection herewith represent the
      entire agreement between the parties hereto with respect to the subject matter
      hereof and may be amended only by a writing executed by both parties. Neither
      the Company nor the Subscriber have relied on any representations not contained
      or referred to in this Agreement and the documents delivered herewith. No right
      or obligation of the Company shall be assigned without prior notice to and
      the
      written consent of the Subscriber. 

     

    
 

    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


     

    (c)    Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

     

    (d)    Law
      Governing this Agreement.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. The
      parties and the individuals executing this Agreement and other agreements
      referred to herein or delivered in connection herewith on behalf of the Company
      agree to submit to the jurisdiction of such courts and waive trial by
      jury.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney’s fees and costs. In the event that any provision of this
      Agreement or any other agreement delivered in connection herewith is invalid
      or
      unenforceable under any applicable statute or rule of law, then such provision
      shall be deemed inoperative to the extent that it may conflict therewith and
      shall be deemed modified to conform with such statute or rule of law. Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement.

     

    (e)    Specific
      Enforcement, Consent to Jurisdiction.
      The
      Company and Subscriber acknowledge and agree that irreparable damage would
      occur
      in the event that any of the provisions of this Agreement were not performed
      in
      accordance with their specific terms or were otherwise breached. It is
      accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent or cure breaches of the provisions of this Agreement
      and
      to enforce specifically the terms and provisions hereof, this being in addition
      to any other remedy to which any of them may be entitled by law or equity.
      Subject to Section 13(d) hereof, each of the Company, Subscriber and any
      signator hereto in his personal capacity hereby waives, and agrees not to assert
      in any such suit, action or proceeding, any claim that it is not personally
      subject to the jurisdiction in New York of such court, that the suit, action
      or
      proceeding is brought in an inconvenient forum or that the venue of the suit,
      action or proceeding is improper. Nothing in this Section shall affect or limit
      any right to serve process in any other manner permitted by law.

     

    (f)
    Consent.
      As used
      in the Agreement, “consent of the Subscriber” or similar language means the
      consent of holders of not less than 70% of the outstanding Note principal owned
      by Subscriber on the date consent is requested.

    


    (g)    Equal
      Treatment.
      No
      consideration shall be offered or paid to any person to amend or consent to
      a
      waiver or modification of any provision of the Transaction Documents unless
      the
      same consideration is also offered and paid to all the parties to the
      Transaction Documents.

    


    


    


    


    


    


    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


     

    SIGNATURE
      PAGE TO SUBSCRIPTION AGREEMENT

     

    


    Please
      acknowledge your acceptance of the foregoing Subscription Agreement by signing
      and returning a copy to the undersigned whereupon it shall become a binding
      agreement between us.

    


    
      	 	
              OXFORD
                MEDIA, INC.

            
	 	
              a
                Nevada corporation

            
	 	 
	 	 
	 	 
	 	
              By:________________________________

            
	 	
              Name:
                

            
	 	
              Title:
                

            
	 	 
	 	
              Dated:
                August 4, 2006

            


    

    


    


    


    
      	
              SUBSCRIBER

            	
              PURCHASE
                PRICE

            
	
              Palisades
                Master Fund, LP

               

               

              Fax:
                678-353-2188

               

               

               

               

               

              _______________________________________

              (Signature)

            	
              $1,000,000.00

            


    

    


    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
 

    LIST
      OF EXHIBITS AND SCHEDULES

    


    
      	 	
              Exhibit
                A

            	
              Form
                of Note

            


    

    
      	 	 	 


      	 	
              Exhibit
                B

            	
              Form
                of Security Agreement

            


      	 	 	 


    

    
      	 	
              Exhibit
                C

            	
              Form
                of Guaranty

            


    

    
      	 	 	 


      	 	
              Exhibit
                D

            	
              Form
                of Collateral Agent Agreement

            


      	 	 	 


    

    
      	 	
              Exhibit
                E

            	
              Form
                of Legal Opinion

            


    

    
      	 	 	 


      	 	
              Exhibit
                F

            	
              Form
                of Form 8-K or Public Announcement

            


      	 	 	 


    

    
      	 	
              Schedule
                4(a)

            	
              Subsidiaries

            


      	 	 	 


    

    
      	 	
              Schedule
                4(d)

            	
              Additional
                Issuances / Capitalization

            


    

    
      	 	 	 


      	 	
              Schedule
                4(q)

            	
              Undisclosed
                Liabilities

            


    

    
      	 	 	 


      	 	
              Schedule
                4(v)

            	
              Transfer
                Agent

            


    

    
      	 	 	 


      	 	
              Schedule
                9(e)

            	
              Use
                of Proceeds

            


    

    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    EXHIBIT
      4(a) TO THE SUBSCRIPTION AGREEMENT

     

    Subsidiaries

     

     

    Oxford
      Media Corp.

     

    Creative
      Business Concepts, Inc.

     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


    
 

     

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    EXHIBIT
      4(d) TO THE SUBSCRIPTION AGREEMENT

     

    Cap
      Table

     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    EXHIBIT
      4(q) TO THE SUBSCRIPTION AGREEMENT

     

    Undisclosed
      Liabilities

     

    None.

     

     

    


     

     

    


     

     

    


     

    


     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    EXHIBIT
      4(v) TO THE SUBSCRIPTION AGREEMENT

     

    Transfer
      Agent

     

    Ms.
      Melinda Orth

    INTERWEST
      TRANSFER CO., INC.

    1981
      East
      4800 South

    Suite
      100

    Salt
      Lake
      City, UT  84117

    Tel: 
      (801)272-9294

    Fax: 
      801-277-3147

    


    


    


    


    


    


     

     

     

    
 

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    EXHIBIT
      6.1(e) TO THE SUBSCRIPTION AGREEMENT

     

    Use
      of Proceeds

     

    The
      entire amount of the Purchase Price shall be used in connection with the SVI
      Related Transaction.