TO: The holders of Oxford Media, Inc.'s Series C Convertible Preferred Stock To Whom It May Concern: This letter will confirm my agreement to vote all shares of Oxford Media, Inc. ("OXMI") voting stock over which I have voting control in favor of any...

TO: The holders of Oxford Media, Inc.'s Series C Convertible Preferred Stock

To Whom It May Concern:

      This letter will confirm my agreement to vote all shares of Oxford  Media,
Inc.  ("OXMI")  voting  stock over which I have  voting  control in favor of any
resolution  presented  to the  shareholders  of OXMI to approve a reverse  stock
split of up to 1 for 30. This agreement is given in  consideration  of, and as a
condition to enter into such Securities  Purchase Agreement and is not revocable
by me.



                                          By:___________________________________
                                             Name of Shareholder:
                                             Percentage Beneficial Ownership: