0001096906-06-000664 Sample Contracts

EXCHANGE AGREEMENT

Exchange Agreement • July 5th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York

• Contract Type
  Exchange Agreement
• Filed
  July 5th, 2006
• Company
  Oxford Media, Inc.
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into effective as of the 30th day of June, 2006 (the “Effective Date”), by and between PALISADES MASTER FUND LP (the “Purchaser”); and, OXFORD MEDIA, INC., a Nevada corporation (the “Company”).

EXTENSION AGREEMENT

Extension Agreement • July 5th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York

• Contract Type
  Extension Agreement
• Filed
  July 5th, 2006
• Company
  Oxford Media, Inc.
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

IN WITNESS WHEREOF, this FORBEARANCE AGREEMENT has been duly executed by the Parties, and shall be effective as of and on the Effective Date set forth in Article I of this Agreement.