0001050234-04-000186 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2004 • Oxford Media Corp • Services-business services, nec • California

This EMPLOYMENT AGREEMENT is dated as of this 17 day of August 2004, (“Date of Commencement”), between Thomas Hemingway (the “Executive”) and OXFORD MEDIA CORPORATION, a Delaware corporation (the “Company”).

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Purchase Agreement Mergence Corporation Oxford Corporation August 2, 2004
Purchase Agreement • November 5th, 2004 • Oxford Media Corp • Services-business services, nec

This Agreement dated August 2, 2004 by and between Mergence Corporation (“Company”) and Tom Hemingway, T. Richard Hutt and David P. Noyes (“Buyers”) Provides for the purchase of one million shares of Oxford Media Corp. (“Oxford”) from the Company and the agreement by the Company to dividend the balance of the outstanding stock of Oxford to the Company’s shareholder of the Company as of August 27, 2004.

Letter of Intent Relating to Transaction
Letter of Intent • November 5th, 2004 • Oxford Media Corp • Services-business services, nec

The purpose of this letter of intent ("Letter") is to set forth certain understandings between Oxford Media Corporation, a Delaware corporation ("Oxford") and SkyPath Satellite Systems, Inc., a Texas corporation ("Skypath"), with respect to a proposed Acquisition or other reorganization transaction between Oxford Media Corporation, a Delaware corporation (“Oxford”) and Skypath ("Transaction") based on the following:

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