AGREEMENT
AGREEMENT
THIS
AGREEMENT (the
"Agreement") is entered into effective as of the 30"'
day of
March, 2005 (the "Effective Date") by and between OXFORD MEDIA, INC., a Nevada
corporation _______ ______________ ,
a
_______________ ("OXMI");
and, J. XXXXXXX XXXXXX,
an individual residing in the State of California ("Xxxxxx). OXMI and Xxxxxx
are
sometimes referred to collectively herein as the "Parties", and each
individually as a “Party”.
1.
RECITALS:
WHEREAS,
Xxxxxx
is
an employee of OXMI, having recently entered into an Executive Employment
Agreement dated 20 March 2006 (the "Employment Agreement").
WHEREAS,
the
Parties recognize and acknowledge that the execution of this Agreement
is
an
integral element of Xxxxxx'x continued employment with OXMI.
WHEREAS,
as
additional consideration for entering into the Employment Agreement,
which the
Parties would not have entered into if the Parties were unwilling to execute
this Agreement, the
Parties
have agreed to execute this Agreement.
WHEREAS,
the
Parties recognize that upon execution this Agreement will represent a legally
enforceable contract by and between the Parties.
NOW, THEREFORE,
in
consideration of the promises and the mutual covenants contained
herein,
and for other good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:
2.
CONVERTIBLE
NOTE:
In
regard to that certain convertible note (the "Convertible Note") of OXMI in
favor of Xxxxxx dated 30 September 24004 in the original principal
amount of Four Hundred Twenty Thousand Dollars ($420,000), the Parties hereby
agree
as
follows:
(a) OXMI
will
pay to Xxxxxx, as soon as practicable after 31 March 2006, the sum of Sixteen
Thousand Eight Hundred Dollars ($16,800) as the final interest payment on the
Convertible Note through 31 March 2006.
(b) Xxxxxx
will exercise the conversion right under the Convertible Note for the entire
amount of the Convertible Note at the same time at which OXMI closes on a
financing round of at least Five Million Dollars ($5,000,000).
(c) The
conversion under subparagraph (b), above, shall be effected at a price of $2.00
per share.
3.
SHARES
UNDER DISCRETIONARY CONTROL:
In
regard to that certain
block of
100,000shares
of
OXMI common stock (the "OXMI Shares") under the discretionary control of Xxxxxx,
the Parties agree that as soon as practicable, OXMI shall amend its books and
records and issue share certificate for the OXMI Shares as follows:
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(a) 35,000
shares to J Serra High School;
(b) 35,000
shares to St Mary's School; and
(c) 30,000
shares to The Xxxxxx Family Trust.
3.
BONUS
STRUTURE: The
Parties agree to negotiate in good faith and to endeavor to put in place a
bonus
structure for Xxxxxx within 60-days of the Effective Date.
4.
ADDITIONAL PROVISIONS:
a. Except
as
expressly provided in this Agreement, each and all of the covenants,
terms,
provisions, conditions and agreements herein contained shall be binding upon
and
shall inure
to the
benefit of the successors and assigns of the Parties hereto.
b. The
Parties hereto agree to execute, if necessary, any and all documents,
amendments, notices and certificates which may be necessary or convenient to
further their intent hereunder.
c. This
Agreement may be amended or modified only by a writing signed by all
Parties.
d. The
Parties shall use and exercise their best efforts, taking all reasonable,
ordinary
and necessary measures to ensure an orderly and smooth relationship under this
Agreement, and
further agree to work together and negotiate in good faith to resolve any
differences or problems
which
may arise in the future.
e. This
Agreement shall be governed by the laws of the State of Tennessee, without
giving effect to any choice or conflict of law provision or rule (whether of
the
State of Tennessee or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Tennessee.
5.
EXECUTION:
This
Agreement may be executed in any number of original, fax, electronic, or copied
counterparts, and all counterparts shall be considered together as one
agreement. A faxed, electronic, or copied counterpart shall have the same force
and effect as an original
signed counterpart. Each of the Parties hereby expressly forever waives any
and
all rights to
raise
the use of a fax machine or E-Mail to deliver a signature, or the fact that
any
signature or agreement or instrument was transmitted or communicated through
the
use of a fax machine or E-Mail, as a defense to the formation of a
contract.
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IN
WITNESS WHEREOF, this
AGREEMENT has been duly executed by the Parties in Irvine,
California, and shall be effective as of and on the Effective Date set forth
above. Each of the undersigned
Parties hereby represents and warrants that it (i) has the requisite power
and authority
to
enter
into and carry out the terms and conditions of this Agreement, as well as all
transactions contemplated
hereunder; and, (ii) it is duly authorized and empowered to execute and deliver
this
Agreement.
