Exhibit 10.4


    
      

      

    

    


    COLLATERAL
      AGENT AGREEMENT

    


    COLLATERAL
      AGENT AGREEMENT (this “Agreement”)
      dated
      as of May ____, 2006, among Palisades Master Fund, LP (the “Collateral
      Agent”),
      and
      the parties identified on Schedule A hereto (each, individually, a “Lender”
and
      collectively, the “Lenders”),
      who
      hold or will acquire promissory Notes issued or to be issued by Oxford Media,
      Inc. (“Parent”), a Nevada corporation, at or about the date of this Agreement as
      described in the Security Agreement referred to in Section 1(a) below
      (collectively herein the “Notes”).

    


    WHEREAS,
      the Lenders have made, are making and will be making loans to Parent to be
      secured by certain collateral; and

    


    WHEREAS,
      it is desirable to provide for the orderly administration of such collateral
      by
      requiring each Lender to appoint the Collateral Agent, and the Collateral Agent
      has agreed to accept such appointment and to receive, hold and deliver such
      collateral, all upon the terms and subject to the conditions hereinafter set
      forth; and

    


    WHEREAS,
      it is desirable to allocate the enforcement of certain rights of the Lenders
      under the Notes for the orderly administration thereof.

    


    NOW,
      THEREFORE, in consideration of the premises set forth herein and for other
      good
      and valuable consideration, the parties hereto agree as follows:

    


    1.    Collateral.

    


    (a)    Contemporaneously
      with the execution and delivery of this Agreement by the Collateral Agent and
      the Lenders, (i) the Collateral Agent has or will have entered into a Security
      Agreement among the Collateral Agent, Parent and Oxford Media Corp., a Delaware
      corporation, Creative Business Concepts, Inc., a California corporation (each
      a
“Guarantor” and together with Parent, “Debtors”) (“Security
      Agreement”),
      regarding the grant of a security interest in assets owned by Debtors (such
      assets are referred to herein and in the Security Agreement as the “Collateral”)
      to the
      Collateral Agent, for the benefit of the Lenders, (ii) Parent is issuing the
      Notes to the Lenders pursuant to a “Subscription Agreement” dated at or about
      the date of this Agreement. Collectively, the Security Agreement, the Notes
      and
      Subscription Agreement and other agreements referred to therein are referred
      to
      herein as “Borrower
      Documents”.

    


    (b)    The
      Collateral Agent hereby acknowledges that any Collateral held by the Collateral
      Agent is held for the benefit of the Lenders in accordance with this Agreement
      and the Borrower Documents. No reference to the Borrower Documents or any other
      instrument or document shall be deemed to incorporate any term or provision
      thereof into this Agreement unless expressly so provided.

    


    (c)    The
      Collateral Agent is to distribute in accordance with the Borrower Documents
      any
      proceeds received from the Collateral which are distributable to the Lenders
      in
      proportion to their respective interests in the Obligations as defined in the
      Security Agreement.

    


    2.    Appointment
      of the Collateral Agent.

    


    The
      Lenders hereby appoint the Collateral Agent (and the Collateral Agent hereby
      accepts such appointment) to take any action including, without limitation,
      the
      registration of any Collateral in the name of the Collateral Agent or its
      nominees prior to or during the continuance of an Event of Default (as defined
      in the Borrower Documents), the exercise of voting rights upon the occurrence
      and during the continuance of an Event of Default, the application of any cash
      collateral received by the Collateral Agent to the payment of the Obligations,
      the making of any demand under the Borrower Documents, the exercise of any
      remedies given to the Collateral Agent pursuant to the Borrower Documents and
      the exercise of any authority pursuant to the appointment of the Collateral
      Agent as an attorney-in-fact pursuant to the Security Agreement that the
      Collateral Agent deems necessary or proper for the administration of the
      Collateral pursuant to the Security Agreements. Upon disposition of the
      Collateral in accordance with the Borrower Documents, the Collateral Agent
      shall
      promptly distribute any cash or Collateral in accordance with Section 10.4
      of
      the Security Agreement. Lenders must notify Collateral Agent in writing of
      the
      issuance of Notes to Lenders by Debtor. The Collateral Agent will not be
      required to act hereunder in connection with Notes the issuance of which was
      not
      disclosed in writing to the Collateral Agent nor will the Collateral Agent
      be
      required to act on behalf of any assignee of Notes without the written consent
      of Collateral Agent.

    


    
      
        
           

        

        
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    3.    Action
      by the Majority in Interest.

    


    (a)    Certain
      Actions.
      Each of
      the Lenders covenants and agrees that only a Majority in Interest shall have
      the
      right, but not the obligation, to undertake the following actions (it being
      expressly understood that less than a Majority in Interest hereby expressly
      waive the following rights that they may otherwise have under the Borrower
      Documents):

    


    (i)    Acceleration.
      If an
      Event of Default occurs, after the applicable cure period, if any, a Majority
      in
      Interest may, on behalf of all the Lenders, instruct the Collateral Agent to
      provide to Debtors notice to cure such default and/or declare the unpaid
      principal amount of the Notes to be due and payable, together with any and
      all
      accrued interest thereon and all costs payable pursuant to such
      Notes;

    


    (ii)    Enforcement.
      Upon
      the occurrence of any Event of Default after the applicable cure period, if
      any,
      a Majority in Interest may instruct the Collateral Agent to proceed to protect,
      exercise and enforce, on behalf of all the Lenders, their rights and remedies
      under the Borrower Documents against Debtors, and such other rights and remedies
      as are provided by law or equity; and

    


    (iii)   Waiver
      of Past Defaults.
      A
      Majority in Interest may instruct the Collateral Agent to waive any Event of
      Default by written notice to Debtors, and the other Lenders.

    


    (b)    Permitted
      Subordination.
      A
      Majority in Interest may instruct the Collateral Agent to agree to subordinate
      any Collateral to any claim and may enter into any agreement with Debtors to
      evidence such subordination; provided,
      however,
      that
      subsequent to any such subordination, each Note shall remain pari passu
      with the
      other Notes held by the Lenders.

    


    (c)    Further
      Actions.
      A
      Majority in Interest may instruct the Collateral Agent to take any action that
      it may take under this Agreement by instructing the Collateral Agent in writing
      to take such action on behalf of all the Lenders.

    


    (d)    Majority
      in Interest.
      For so
      long as any obligations remain outstanding on the Notes, Majority in Interest
      for the purposes of this Agreement and the Security Agreement shall mean Lenders
      who hold not less than seventy percent of the outstanding principal amount
      of
      the Notes. 

    


    4.    Power
      of Attorney.

    


    (a)    To
      effectuate the terms and provisions hereof, the Lenders hereby appoint the
      Collateral Agent as their attorney-in-fact (and the Collateral Agent hereby
      accepts such appointment) for the purpose of carrying out the provisions of
      this
      Agreement including, without limitation, taking any action on behalf of, or
      at
      the instruction of, the Majority in Interest at the written direction of the
      Majority in Interest and executing any consent authorized pursuant to this
      Agreement and taking any action and executing any instrument that the Collateral
      Agent may deem necessary or advisable (and lawful) to accomplish the purposes
      hereof.

     

     

    
      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

    


    


    (b)    All
      acts
      done under the foregoing authorization are hereby ratified and approved and
      neither the Collateral Agent nor any designee nor agent thereof shall be liable
      for any acts of commission or omission, for any error of judgment, for any
      mistake of fact or law except for acts of gross negligence or willful
      misconduct.

    


    (c)    This
      power of attorney, being coupled with an interest, is irrevocable while this
      Agreement remains in effect.

    


    5.    Expenses
      of the Collateral Agent.
      The
      Lenders shall pay any and all reasonable costs and expenses incurred by the
      Collateral Agent, including, without limitation, reasonable costs and expenses
      relating to all waivers, releases, discharges, satisfactions, modifications
      and
      amendments of this Agreement, the administration and holding of the Collateral,
      insurance expenses, and the enforcement, protection and adjudication of the
      parties’ rights hereunder by the Collateral Agent, including, without
      limitation, the reasonable disbursements, expenses and fees of the attorneys
      the
      Collateral Agent may retain, if any, each of the foregoing in proportion to
      their holdings of the Notes.

    


    6.    Reliance
      on Documents and Experts.
      The
      Collateral Agent shall be entitled to rely upon any notice, consent,
      certificate, affidavit, statement, paper, document, writing or communication
      (which may be by telegram, cable, telex, telecopier, or telephone) reasonably
      believed by it to be genuine and to have been signed, sent or made by the proper
      person or persons, and upon opinions and advice of its own legal counsel,
      independent public accountants and other experts selected by the Collateral
      Agent.

    


    7.    Duties
      of the Collateral Agent; Standard of Care.

    


    (a)    The
      Collateral Agent’s only duties are those expressly set forth in this Agreement,
      and the Collateral Agent hereby is authorized to perform those duties in
      accordance with commercially reasonable practices. The Collateral Agent may
      exercise or otherwise enforce any of its rights, powers, privileges, remedies
      and interests under this Agreement and applicable law or perform any of its
      duties under this Agreement by or through its officers, employees, attorneys,
      or
      agents.

    


    (b)    The
      Collateral Agent shall act in good faith and with that degree of care that
      an
      ordinarily prudent person in a like position would use under similar
      circumstances.

    


    (c)    Any
      funds
      held by the Collateral Agent hereunder need not be segregated from other funds
      except to the extent required by law. The Collateral Agent shall be under no
      liability for interest on any funds received by it hereunder.

    


    8.    Resignation.
      The
      Collateral Agent may resign and be discharged of its duties hereunder at any
      time by giving written notice of such resignation to the other parties hereto,
      stating the date such resignation is to take effect. Within five (5) days of
      the
      giving of such notice, a successor collateral agent shall be appointed by the
      Majority in Interest; provided,
      however,
      that if
      the Lenders are unable so to agree upon a successor within such time period,
      and
      notify the Collateral Agent during such period of the identity of the successor
      collateral agent, the successor collateral agent may be a person designated
      by
      the Collateral Agent, and any and all fees of such successor collateral agent
      shall be the joint and several obligation of the Lenders. The Collateral Agent
      shall continue to serve until the effective date of the resignation or until
      its
      successor accepts the appointment and receives the Collateral held by the
      Collateral Agent but shall not be obligated to take any action hereunder. The
      Collateral Agent may deposit any Collateral with the Supreme Court of the State
      of New York for New York County or any such other court in New York State that
      accepts such Collateral.

    


    


    
      
        
           

        

        
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    9.    Exculpation.
      The
      Collateral Agent and its officers, employees, attorneys and agents, shall not
      incur any liability whatsoever for the holding or delivery of documents or
      the
      taking of any other action in accordance with the terms and provisions of this
      Agreement, for any mistake or error in judgment, for compliance with any
      applicable law or any attachment, order or other directive of any court or
      other
      authority (irrespective of any conflicting term or provision of this Agreement),
      or for any act or omission of any other person engaged by the Collateral Agent
      in connection with this Agreement, unless occasioned by the exculpated person’s
      own gross negligence or willful misconduct; and each party hereto hereby waives
      any and all claims and actions whatsoever against the Collateral Agent and
      its
      officers, employees, attorneys and agents, arising out of or related directly
      or
      indirectly to any or all of the foregoing acts, omissions and circumstances.
      

    


    10.
          Indemnification.
      The
      Lenders hereby agree to indemnify, reimburse and hold harmless the Collateral
      Agent and its directors, officers, employees, attorneys and agents, jointly
      and
      severally, from and against any and all claims, liabilities, losses and expenses
      that may be imposed upon, incurred by, or asserted against any of them, arising
      out of or related directly or indirectly to this Agreement or the Collateral,
      except such as are occasioned by the indemnified person’s own gross negligence
      or willful misconduct.

    


    11. 
         Miscellaneous.

    


    (a)    Rights
      and Remedies Not Waived.
      No act,
      omission or delay by the Collateral Agent shall constitute a waiver of the
      Collateral Agent’s rights and remedies hereunder or otherwise. No single or
      partial waiver by the Collateral Agent of any default hereunder or right or
      remedy that it may have shall operate as a waiver of any other default, right
      or
      remedy or of the same default, right or remedy on a future
      occasion.

    


    (b)    Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York without
      regard to conflicts
      of laws that
      would result
      in
      the application of the
      substantive laws of another
      jurisdiction.

    


    (c)    Waiver
      of Jury Trial and Setoff; Consent to Jurisdiction; Etc.

    


    (i)    In
      any
      litigation in any court with respect to, in connection with, or arising out
      of
      this Agreement or any instrument or document delivered pursuant to this
      Agreement, or the validity, protection, interpretation, collection or
      enforcement hereof or thereof, or any other claim or dispute howsoever arising,
      between the Collateral Agent and the Lenders or any Lender, then each Lender,
      to
      the fullest extent it may legally do so, (A) waives the right to interpose
      any
      setoff, recoupment, counterclaim or cross-claim in connection with any such
      litigation, irrespective of the nature of such setoff, recoupment, counterclaim
      or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim
      could not, by reason of any applicable federal or state procedural laws, be
      interposed, pleaded or alleged in any other action; and (B) WAIVES
      TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE
      TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE
      OR
      CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
      DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL
      ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT
      ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS
      AGREEMENT.

    


    (ii)    Each
      Lender irrevocably consents to the exclusive jurisdiction of any State or
      Federal Court located within the County of New York, State of New York, in
      connection with any action or proceeding arising out of or relating to this
      Agreement or any document or instrument delivered pursuant to this Agreement
      or
      otherwise. In any such litigation, each Lender waives, to the fullest extent
      it
      may effectively do so, personal service of any summons, complaint or other
      process and agree that the service thereof may be made by certified or
      registered mail directed to such Lender at its address for notice determined
      in
      accordance with Section 11(e) hereof. Each Lender hereby waives, to the fullest
      extent it may effectively do so, the defenses of forum non conveniens and
      improper venue.

    


    


    
      
        
           

        

        
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    (d)    Admissibility
      of this Agreement.
      Each of
      the Lenders agrees that any copy of this Agreement signed by it and transmitted
      by telecopier for delivery to the Collateral Agent shall be admissible in
      evidence as the original itself in any judicial or administrative proceeding,
      whether or not the original is in existence.

    


    (e)    Address
      for Notices.
      Any
      notice or other communication under the provisions of this Agreement shall
      be
      given in writing and delivered in person, by reputable overnight courier or
      delivery service, by facsimile machine (receipt confirmed) with a copy sent
      by
      first class mail on the date of transmissions, or by registered or certified
      mail, return receipt requested, directed to such party’s addresses set forth
      below (or to any new address of which any party hereto shall have informed
      the
      others by the giving of notice in the manner provided herein):

    


    In
      the
      case of the Collateral Agent, to:

    


    Palisades
      Master Fund, LP

    Fax:
      678-353-2188 

    


    In
      the
      case of the Lenders, to:

    


    To
      the
      address and telecopier number set forth on 

    Schedule
      A hereto.

    


    In
      the
      case of Debtors, to:

    Oxford
      Media, Inc.

    One
      Technology Drive

    Building
      H

    Irvine,
      CA 92618

    Attn:
      Lewis Jaffe, President and CEO

    Fax:
      (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

    Fax:
      (949) 851-5940

    


    If
      to
      Debtor, Lender or Collateral Agent,

    with
      a
      copy by telecopier only to:

    


    SICHENZIA
      ROSS FRIEDMAN FERENCE LLP

    Avenue
      of
      the Americas, 21st flr.

    New
      York,
      New York 10018

    Fax: 
      212-930-9725

    


    


    (f)
    Amendments
      and Modification; Additional Lender.
      No
      provision hereof shall be modified, altered, waived or limited except by written
      instrument expressly referring to this Agreement and to such provision, and
      executed by the parties hereto. Any transferee of a Note who acquires a Note
      after the date hereof will become a party hereto by signing the signature page
      and sending an executed copy of this Agreement to the Collateral Agent and
      receiving a signed acknowledgement from the Collateral Agent.

     

     

    
      
        
           

        

        
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    (g)    Fee.
      Upon
      the occurrence of an Event of Default, the Lenders collectively shall pay the
      Collateral Agent the sum of $10,000 on account, to apply against an hourly
      fee
      of $350 to be paid to the Collateral Agent by the Lenders for services rendered
      pursuant to this Agreement. All payments due to the Collateral Agent under
      this
      Agreement including reimbursements must be paid when billed. The Collateral
      Agent may refuse to act on behalf of or make a distribution to any Lender who
      is
      not current in payments to the Collateral Agent. Payments required pursuant
      to
      this Agreement shall be pari passu
      to the
      Lenders’ interests in the Notes. The Collateral Agent is hereby authorized to
      deduct any sums due the Collateral Agent from Collateral in the Collateral
      Agent’s possession.

    


    (h)    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.

    


    (i)    Successors
      and Assigns.
      Whenever in this Agreement reference is made to any party, such reference shall
      be deemed to include the successors, assigns, heirs and legal representatives
      of
      such party. No party hereto may transfer any rights under this Agreement, unless
      the transferee agrees to be bound by, and comply with all of the terms and
      provisions of this Agreement, as if an original signatory hereto on the date
      hereof.

    


    (j)
    Captions:
      Certain Definitions.
      The
      captions of the various sections and paragraphs of this Agreement have been
      inserted only for the purposes of convenience; such captions are not a part
      of
      this Agreement and shall not be deemed in any manner to modify, explain, enlarge
      or restrict any of the provisions of this Agreement. As used in this Agreement
      the term “person”
shall
      mean and include an individual, a partnership, a joint venture, a corporation,
      a
      limited liability company, a trust, an unincorporated organization and a
      government or any department or agency thereof.

    


    (k)    Severability.
      In the
      event that any term or provision of this Agreement shall be finally determined
      to be superseded, invalid, illegal or otherwise unenforceable pursuant to
      applicable law by an authority having jurisdiction and venue, that determination
      shall not impair or otherwise affect the validity, legality or enforceability
      (i) by or before that authority of the remaining terms and provisions of this
      Agreement, which shall be enforced as if the unenforceable term or provision
      were deleted, or (ii) by or before any other authority of any of the terms
      and
      provisions of this Agreement.

    


    (l)
    Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties and supersedes all other
      agreements and understandings, oral or written, with respect to the matters
      contained herein.

    


    (m)   Schedules.
      The
      Collateral Agent is authorized to annex hereto any schedules referred to
      herein.

    


    


    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]

    


     

    


    


    
      
        
           

        

        
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Collateral Agent Agreement
      to be signed, by their respective duly authorized officers or directly, as
      of
      the date first written above.

    


    “LENDERS”

    


    PALISADES
      MASTER FUND, LP

    


    


    By:
      _______________________________________

    Its:
      _______________________________________

    


    


    “COLLATERAL
      AGENT”

    


    PALISADES
      MASTER FUND, LP

    


    


    By:
      _______________________________________

    Its:
      _______________________________________

    


    


    Acknowledged:

    


    OXFORD
      MEDIA, INC.

    


    


    


    By:_______________________________________

    Name:

    Title:

    


    
      	
              “GUARANTOR”

            	
              “GUARANTOR”

            
	
              OXFORD
                MEDIA CORP.

            	
              CREATIVE
                BUSINESS CONCEPTS, INC.

            
	
              A
                Delaware corporation

            	
              a
                California corporation

            
	 	 
	 	 
	 	 
	
              By:
                ___________________________________

            	
              By:____________________________________

            
	 	 
	
              Its:
                ___________________________________

            	
              Its:
                ____________________________________

            


    

    


    


    


    


    


    


    


    


    This
      Collateral Agent Agreement may be signed by facsimile signature and delivered
      by
      confirmed facsimile transmission.

     

     

    
      
        
           

        

        
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    SCHEDULE
      A TO COLLATERAL AGENT AGREEMENT

    


    


    
      	
              LENDER

            	
              PRINCIPAL
                AMOUNT OF NOTE TO BE ISSUED ON CLOSING DATE

            
	
              PALISADES
                MASTER FUND, LP

              Fax:
                678-353-2188

            	
              $1,000,000.00

            


    

    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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