AGREEMENT
AGREEMENT
THIS
AGREEMENT (the
“Agreement”) is entered into effective as of the 30th
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”.
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1.
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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 2004 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 100,000 shares 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)
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35,000
shares to J Serra High School;
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(b)
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35,000
shares to St Mary’s School; and
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(c)
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30,000
shares to The Xxxxxx Family Trust.
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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.
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.
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0XMI:
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XXXXXX:
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a
Nevada corporation
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____________________________
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J.
XXXXXXX XXXXXX
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BY:
______________________________
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DATED:
__________________
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NAME:
___________________________
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TITLE:
___________________________
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DATED:
__________________
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____________
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_____________
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