Oxford Management is the owner of proprietary software and source code related to the Oxford Management movies-on-demand hotel pay-for-view system. Effective as of January 1, 1999, and for the consideration of $1.00 and other good and valuable...

                                    EXHIBIT A


                         NONEXCLUSIVE LICENSE AGREEMENT


         Oxford Management Corporation (Oxford Management), a Nevada
corporation, with a principal place of business at 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, and Oxford Media Corporation (Oxford Media), a Delaware
corporation, with a principal place of business at 00000 Xxxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxx 00000, agree as follows:

         Oxford Management is the owner of proprietary software and source code
related to the Oxford Management movies-on-demand hotel pay-for-view system.
Effective as of January 1, 1999, and for the consideration of $1.00 and other
good and valuable consideration, Oxford Management grants to Oxford Media a
fully paid, nonexclusive, worldwide license under the proprietary software and
source code to make, use, sell, and lease products using and/or incorporating
the proprietary software and source code. The license shall be perpetual and
shall be assignable at any time with the business and goodwill of Oxford Media
Corporation.
                                  OXFORD MANAGEMENT CORPORATION

                                       By:
                                          ------------------------------------
                                          Norton Xxxxxxxxx, Chairman

                                          ___________________________, 199____

                                       OXFORD MEDIA CORPORATION

                                       By:
                                          ------------------------------------
                                          Xxxx Xxxxxxxx, Corporate Secretary

                                          ___________________________, 199____


January 1, 1999