EXHIBIT 10.1 - ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 1 ^st day of March, 2007, by and between CREATIVECORP, INC., a Delaware corporation (“Buyer”); CREATIVE BUSINESS CONCEPTS, INC., a California corporation (“Seller”), with its principal place of business located at One Technology Drive, Building H, Irvine, California; and , OXFORD MEDIA, INC., a Nevada corporation (“Oxford”). Buyer, Oxford, and Seller are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.

A.       Seller is engaged in the business of owning and operating a business, which serves as a wireless systems provider specializing in network security, internet technology integration, “VoIP” telephony, and telecom services. As part of these services, Seller designs and installs specialty communication systems for data, voice, video, and telecom (the “Business”).

B.       Seller conducts the Business at its principal place of business, which is One Technology Drive, Building H, in the City of Irvine, State of California, 92618 (the “Premises”).

C.       Oxford is the corporate parent of Seller, owning one hundred percent (100%) of the issued and outstanding shares of stock Seller. Oxford is a party to this Agreement only as specifically provided for herein.

D.       Seller desires to sell all of its assets it owns in connection with the operation of the Business, and Buyer desires to purchase said assets from Seller pursuant to the terms, covenants, and conditions contained herein.

E.       Oxford is willing to provide Buyer with certain guarantees and indemnifications with respect to the sale herein and Seller’s performance of certain of its obligations under the terms of this Agreement.

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:

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3.1       Purchase and Sale . On the closing date specified in Section 11.1, herein, Seller shall sell, transfer, convey, and deliver to Buyer, and Buyer shall purchase from Seller, all of the Purchased Assets, pursuant to this Agreement and a Bill of Sale in the form attached hereto as Exhibit 3.1 (the “Bill of Sale”).

3.2       Scope of the Assets . The Purchased Assets shall include any and all tangible and intangible assets owned by Seller in connection with the Business as of the Closing Date, including, but not limited to, those assets reflected on the Closing Balance Sheet attached hereto as Exhibit 3.2 and incorporated herein by reference (the “Closing Balance Sheet”), those reflected on any Schedule and/or Exhibit appended to this Agreement and the following items related to the Business: (1) all real property, leaseholds, subleaseholds, improvements, and fixtures; (2) all tangible personal property, such as equipment, machinery, furniture, supplies and inventories; (3) all Intellectual Property Rights (as defined in Section 6.15, below and other proprietary information of Seller), including, but without limitation, all trade names, including but not limited to the trade name “Creative Business Concepts”, and any trademarks, service marks, licenses, copyrights, patents, all patent applications, and processes, together with all designs, models, inventions, artwork, plates, copy, product literature and promotional materials; and all confidentiality, restrictive covenant and invention disclosure agreements to which the Seller is a party by name; (4) all agreements and contract rights to provide products and/or services, including, but not limited to, licenses and sublicenses; (5) all financial interests, such as accounts receivable, prepaid deposits, insurance policies, claims, prepayments, refunds, notes, and other forms of indebtedness; (6) all computer related assets, both hardware and software, and all related licenses; (7) all Internet related assets, such as domain names, including but not limited to cbconcepts.com, Web Sites, and all related accounts and rights; (8) all permits, licenses, approvals, franchises, orders, registrations, certificates, variances, and all similar rights obtained from regulatory agencies or entities; (9) all customer lists and all lists with potential customers; (10) the goodwill of Seller; (11) all telephone and fax lines and numbers, including 949-727-3104 and the individual direct dial telephone numbers of Creative Business Concepts’ employees, and all E-Mail addresses; and, (12) all records, files and papers associated with the assets being purchased and the liabilities assumed; andother tangible and intangible assets and all other assets which are (arising out of or related to the conduct of the ) owned, held or used by Seller in connection with the Business reflected in the Business Financial Statements prepared by management, and assets relating to or arising out of the conduct of the Business after the date of the Business Financial Statements through the Effective Closing Date, other than assets specifically excluded herein (cumulatively referred to as the “Purchased Assets” or the “Assets”) unless specifically excluded to the contrary herein, which Seller may retain for its own use and benefit, as further described in Section 4.1, below.

3.3       Purchase Price .

3.3.1     Amount . At the Closing, Buyer shall acquire the Assets for an aggregate Purchase Price of Eight Hundred Ninety Thousand Dollars ($890,000.00), subject to the adjustments and Escrow Agreement described below.

3.3.2     Payment . The Purchase Price, as determined above, shall be payable at the Closing as follows:

(a)     Buyer shall pay, at the Closing, an amount to be determined as the difference between $890,000 and the amount by which the total of the Assumed Liabilities (under Section 4.2, below) exceeds the total of the Accounts Receivable (under Section 4.3, below), less twenty percent (20%) of that amount (the “Hold Back”); in no event however, will the Hold Back be less than One Hundred Forty Thousand Dollars ($140,000.00). This payment shall be paid by wire transfer in accordance with the wire transfer instructions on Schedule 3.3.2 , attached hereto and incorporated herein by reference.

(b)     The Hold Back shall be paid by wire transfer at Closing in accordance with the wire transfer instructions on Schedule 3.3.2. The Hold Back shall be administered in accordance with the terms and conditions of the Escrow Agreement attached hereto as Exhibit 3.3.2.(b) and incorporated herein by reference. The Hold Back is not intended to, nor shall it be so construed, to limit the amount of liability under the Seller’s indemnification obligations under this Agreement.

3.4       No Further Purchase Price Adjustments . Other than the Hold Back, there shall be no further adjustments to the Purchase Price. Any application of the indemnification provisions under Article X of this Agreement shall not be considered an adjustment to the Purchase Price.

3.5       Allocation . The Purchase Price for the Assets shall be allocated in the manner reflected on Schedule 3.5 , attached hereto and incorporated herein by reference.

3.6       Tax Reporting . Buyer and Seller hereby agree to report this transaction for Federal Tax purposes in accordance with the allocation of the Purchase Price contained on Schedule 3.5 , including all modifications thereto.

3.7       Further Assurances . Seller and Buyer, to the extent permissible by contract or law, shall from time to time, at either’s reasonable request and without additional consideration, execute and deliver such further instruments of transfer, conveyance, assignment, and assumption in addition to those delivered pursuant to Sections 11.2 and 11.3 hereof, take such other action as either may reasonably request to further evidence the transfer, assumption, conveyance and assignment to and vesting in Buyer of title to and the benefit of all of the Purchased Assets and the Assignee Agreements. If reasonably requested by Buyer, Seller further agrees to prosecute or otherwise enforce in its own name for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer under this Agreement and that require prosecution or enforcement in Seller’s name. Any prosecution or enforcement of claims, rights, or benefits under this section shall be solely at Buyer’s expense, unless the prosecution or enforcement is made necessary by a material breach of this Agreement by Seller.

4.1       Excluded Assets . Except as expressly provided to the contrary on Schedule 4.1 (the “Excluded Assets”), attached hereto and incorporated herein by reference, upon purchase of the Purchased Assets by Buyer, Seller shall retain no right, title or interest in and to any assets currently owned by it.

4.2       Assumed Liabilities . It is the general intent of the Parties that Buyer shall assume ONLY the trade accounts payable (excepting herefrom Intercompany trade accounts payable); accrued vacation salaries and wages of the Seller as reflected in the Business Financial Statements and after the date of the Business Financial Statements through the date of the Closing herein’ and, the leases expressly listed on Schedule 6.13, all as set forth in the attached Schedule 4.2 (the “Assumed Liabilities”), which is incorporated herein by reference. Any accounts payable not listed on Schedule 4.2 , shall not be assumed by Buyer. Buyer may, but shall not be obligated to, assume any liability not set forth in Schedule 4.2 and in such event, payment of such liability shall be an offset against the Hold Back and covered by the Seller’s indemnification obligations under this Agreement. Any liability of Seller that is not expressly assumed by Buyer herein shall constitute a retained liability of Seller (“Seller Retained Liabilities”). Seller Retained Liabilities shall include, but without limitation, the following: incurred or accruing prior to the Closing: warranty liability for services provided; liability for taxes, including, but not limited to, property taxes; litigation claims, including, but not limited to, patent, trademark, trade name and/or copyright infringement; liability for federal and/or state security laws; liability for claims of employees of the Business, including, but not limited to, claims arising out of violations of federal or state law governing the employment relationship and environmental and health and safety laws and regulations or breach of contract, except as otherwise assumed hereunder; liability for any severance obligations of employees, including, but not limited to, any payable pursuant to any employee benefit plan and/or expense account, except as otherwise assumed hereunder. Buyer shall be liable for all Indemnified Claims (as defined under Section 10.1, below) attributable to any event occurring after the Closing relating to the operation by Buyer of the Business from and after the Closing,

4.3       Accounts Receivable . It is the general intent of the Parties that Buyer shall acquire all of the Accounts Receivable of Seller (the “Accounts Receivable”), as reflected on Schedule 4.3, attached hereto and incorporated herein by reference, which represents the accounts receivable of Seller as of the Closing and which are assigned herein to Buyer by Seller. In the event that, after the Closing Date, cash or other payments are received by Seller and/or its affiliates in respect of Accounts Receivables or other moneys due Buyer hereunder, all such cash and payments shall be promptly remitted to Buyer.  

4.4       Right to Additional Payment . In the event Buyer fails to timely make any payment with respect to any of the Assumed Liabilities (the “Unpaid Liabilities”), Seller may elect to pay such Unpaid Liabilities, in addition to any other costs or charges, if any, directly related to the assumed liabilities, if Seller determines in exercise of its reasonable discretion that such payment is necessary. However, (i) Seller shall be required to give Buyer ten (10) days prior written notice, which notice shall set forth the amount and identity of the Unpaid Liabilities and Associated Costs; and, (ii) Buyer shall not have paid such Unpaid Liabilities and Associated Costs within such ten (10) day period or taken reasonable steps to contest such Unpaid Liabilities where Buyer has reasonable basis to contest such Unpaid Liabilities. Buyer hereby acknowledges and agrees that if Seller pays any Unpaid Liabilities or Associated Costs, Seller shall have the right to immediately collect from Buyer, and Buyer shall immediately pay to Seller, the amount of such Unpaid Liabilities and Associated Costs.

Buyer represents and warrants to Seller that:

5.1       Status . Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power to enter into, and to perform its obligations under, this Agreement.

5.2       Execution of Agreement . Buyer has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement and each of the Settlement Documents to which it is a party, as well as all transactions contemplated hereunder. All proceedings have been taken and all authorizations have been secured which are necessary to authorize the execution, delivery, and performance by Buyer of this Agreement, and each of the Settlement Documents to which it is a party. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the valid and binding obligations of Buyer, enforceable in accordance with the respective terms.

5.4     Effect of Agreement . As of the Closing, the consummation by Buyer of the transactions herein contemplated, including the execution, delivery and consummation of this Agreement and the Settlement Documents to which it is a party, will comply with all applicable law and will not:

(a)     Violate any judgment, statute, law, code, act, order, writ, rule, ordinance, regulation, governmental consent or governmental requirement, or determination or decree of any arbitrator, court, or other governmental agency or administrative body, which now or at any time hereafter may be applicable to and enforceable against the relevant party, work, or activity in question or any part thereof (collectively, “Requirement of Law”) applicable to or binding upon Buyer; or

(b)     Violate any material agreement, contract, mortgage, indenture, bond, bill, note, or other material instrument or writing binding upon Buyer or to which Buyer is subject.

5.5       Investigation . On or prior to the Closing, Buyer will have had the opportunity to inspect the condition of the Purchased Assets and Assumed Liabilities. Prior to the Closing, Buyer will have also had the opportunity to investigate the books, records, and the Business Financial Statements. As of the Closing, Buyer will be purchasing the Assets based upon its own independent investigation and evaluation of the Seller and its Business and its prospects, as well as the covenants, representations, and warranties of Seller set forth herein. Buyer is expressly not relying on any oral representations made by Seller with regard to the Assets or the Business.

Seller, and Oxford as expressly provided for below, hereby represent and warrant to Buyer that:

6.1       Organization . Each of Oxford and Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify could have a material adverse effect on its business or financial condition. Each of Oxford and Seller has full corporate power and authority to perform its obligations under the Agreement. Seller is a wholly owned subsidiary of Oxford. Seller has no issued and outstanding securities other than the shares of Seller common stock held by Oxford. Seller has delivered to Buyer complete and accurate copies of its Certificate of Incorporation and Bylaws, each as amended, in the form of Exhibit 6.1 attached hereto and incorporated herein by reference.

6.2       Execution of Agreement . All corporate proceedings for Seller and Oxford have been taken and all corporate authorizations for Seller and Oxford have been secured which are necessary to authorize the execution, delivery and performance by Seller of this Agreement, and each of the Settlement Documents to which it is a party. This Agreement has been duly and validly executed and delivered by Seller and Oxford and constitutes the valid and binding obligations of Seller and Oxford, enforceable in accordance with the respective terms.

6.3       Effect of Agreement . As of the Closing, the consummation by Seller of the transactions herein contemplated and the satisfaction of Oxford’s limited obligations hereunder, including the execution, delivery, and consummation of this Agreement and the Settlement Documents to which Seller or Oxford, as appropriate, is a party, will comply with all applicable law and will not:

(a)      Violate any “Requirement of Law” applicable to or binding upon Seller or any of its assets;

(b)      Violate (i) the terms of the Certificate of Incorporation or Bylaws of Seller; or, (ii) any material agreement, contract, mortgage, indenture, bond, bill, note, or other material instrument or writing binding upon Seller or to which Seller is subject;

(c)      Accelerate or constitute an event entitling the holder of any indebtedness of Seller to accelerate the maturity of such indebtedness or to increase the rate of interest presently in effect with respect to such indebtedness; or

(d)      Result in the breach of, constitute a default under, constitute an event which with notice or lapse of time, or both, would become a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any part of the assets of Seller or any other assets of Seller under any agreement, commitment, contract (written or oral) or other instrument to which Seller is a party, or by which any of its assets (or any part thereof) is bound or affected.

6.4       Title to the Assets . Seller has, and will on the Closing Date, good and marketable title to all of the Assets, free and clear of all liens, mortgages, conditional sale and other title retention agreements, pledges, assessments, tax liens, and other encumbrances of any nature, except as expressly disclosed on Schedule 6.4 , attached hereto and incorporated herein by reference, and all such Assets are located at the premises from which the Business is presently conducted.

6.5       Assets . The Assets are in good operating condition and repair, subject to reasonable wear and tear, constitute all of the assets hereintofore defined, owned by Seller, and are sufficient for the proper operation of the ordinary course of business of Seller. Other than as expressly disclosed, in writing and defined on Schedule 6.5, attached hereto, to the contrary herein, there has not been a sale or transfer of any of the Purchased Assets, or the mortgage, pledge or other encumbrance of any of the Purchased Assets. Further, Seller has not waived or released any material right or claim with respect to or arising out of the Business or for the Purchased Assets or an agreement to waive or release any such material right or claim. Schedule 6.5 , attached hereto and incorporated herein by reference, sets forth all liens, claims, encumbrances, charges, restrictions, covenants, conditions and warranty rights relating to the Assets.

To the extent permitted by law, the warranty rights of Seller referred to herein are assignable and transferable to Buyer by Seller, and Seller has the right to assign and transfer the same. Seller has no Knowledge of warranty claims against any vendor or third party relating to the Purchased Assets as of the date hereof except as disclosed in Schedule 6.5 . Any warranty claims of Seller against any vendor or third party disclosed in Schedule 6.5 or arising between the date hereof and the Closing shall be assigned to Buyer at the Closing and shall inure to Buyer’s benefit. 

To the extent that any additional assets relating to the Business (either owned by Seller or over which Seller has the right of transfer, assignment or conveyance) are discovered by Seller or Buyer after the Closing which reasonably should have been included among the Purchased Assets (given the intent of Seller to convey and transfer the Business to Buyer other than the Excluded Assets), then and in that event such after-discovered asset, assets or Assumed Liabilities shall be assigned, conveyed, transferred and assigned to Buyer, without the payment of any additional consideration to Seller, and such asset or assets shall be considered a Purchased Asset, Purchased Assets for all purposes of this Agreement.

6.6       Financial Statements . Seller has delivered to Purchaser an unaudited Balance Sheet and Profit and Loss Statement and other financial statements, including all Notes related thereto, as of December 31, 2006 of the Business (collectively the “Business Financial Statements”). The Business Financial Statements (i) fairly present the financial condition of the Business as of December 31, 2006; (ii) fairly present the results of operations and changes in cash flows of the Business for the period ended December 31, 2006; and, (iii) were prepared in accordance with accounting principles and conventions consistent with those used by Seller for the immediately preceding three years. The provisions for Property Taxes in the Business Financial Statements were sufficient to provide for all such Property Taxes that, as of the dates of the balance sheets included therein, were due and unpaid and for an appropriate accrual for other unpaid Property Taxes as of such times. Seller has paid Property Taxes, if any, when due and payable. The Business Financial Statements of Seller are true, complete, and accurate in all material respects, and present fairly the financial position of Seller as of the date thereof. Except to the extent reflected and reserved against in the Business Financial Statements, Seller did not have, as of the date of the Business Financial Statements, any debts, liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those obligations that are not required by generally accepted accounting principles to be included in the Business Financial Statements, which are reflected in Schedule 6.6 , attached hereto and incorporated herein by reference.

6.7       Changes in Financial Condition . Since the date of the Business Financial Statements, there has not been:

  (a)      Any material change in the condition (financial or otherwise) or Business of Seller, except changes in the ordinary course of business, none of which has been materially adverse;

  (b)      Any damage, destruction or loss (whether or not covered by insurance) materially and/or adversely affecting the properties, assets, business or prospects of Seller;

  (c)      Any change in the accounting methods or practices followed by Seller or any change in the depreciation or amortization policies or rates adopted by Seller (whether or not presently outstanding); or

  (d)      Any sale, lease, abandonment or other disposition by Seller, other than in the ordinary course of business, of any Asset, including, but not limited to, machinery, equipment or other operating properties directly or indirectly related to the Business, other than sales of products and/or services in the ordinary course of business; or

  (e)      Any increase in the compensation payable or to become payable by Seller to the officers and key employees of the Business or any adoption of any increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to or with such officers or key employees; or

  (f)      Any entry into any commitment or transaction relating to the Business, including, without limitation, any individual borrowing in excess of One Thousand Dollars ($1,000.00), other than in the ordinary course of business.

6.8       Litigation . There is no claim, legal action, suit, arbitration, investigation or hearing, notice of claims or other legal, administrative or governmental proceedings pending or to the best Knowledge of Seller, threatened against Seller, the Business, or any of the Assets (or in which Seller or the Business is plaintiff or otherwise a party thereto), and, to the best Knowledge of Seller, there are no facts existing which might result in any such claim, action, suit, arbitration, investigation, hearing, notice of claim or other legal, administrative or governmental proceeding. Neither Seller nor the Business has waived any statute of limitations or other affirmative defense with respect to any of its liabilities. There is no continuing order, injunction, or decree of any court, arbitrator, or governmental or administrative authority to which Seller or the Business is a party or to which it or any of the Assets is subject. Neither Seller, nor the Business, have been permanently or temporarily enjoined or barred by order, judgment or decree of any court or other tribunal or any agency or regulatory body from engaging in or continuing any conduct or practice. There is no claim, action, suit, proceeding or investigation pending or, to the Knowledge of Seller, threatened, against or involving Seller which questions the validity of this Agreement or seeks to prohibit or enjoin or otherwise challenge the transactions contemplated, and, to the Knowledge of Seller, there is no basis for any such claim, action, suit, proceeding or governmental investigation.

6.9       Permits and Licenses . Seller has all licenses and permits (federal, state and local) required by governmental authorities to own, operate, and carry on the Business as now being conducted, and such licenses and permits are in full force and effect. No violations are or have been recorded in respect to the licenses or permits, included but not limited to fire and health and safety law violations, and no proceeding is pending or threatened looking toward the revocation or limitation of any of them. All permits, licenses, orders or approvals of governmental or administrative authorities required to permit Seller to carry on after the Closing the business of the Business as currently conducted at the Premises have been obtained and are in full force and effect.

6.10      Customers and Suppliers . The books and records of Seller contain an accurate list of each of the customers and suppliers of the Business who have dealt with the Business during the three (3) year period ending on the date hereof (the “Customers and Suppliers”). To Seller’s best Knowledge, Schedule 6.10 , attached hereto and incorporated herein by reference sets forth a list of (a) the four largest customers of Seller in terms of gross sales during the fiscal year ended December 31, 2006, and (b) the ten largest suppliers of Seller for the same period. To Seller’s best Knowledge:

  (a)      None of the Customers or Suppliers, or any other person or entity having material business dealings with the Business, will or may cease to continue such relationship with Buyer;

  (b)      None of the Customers or Suppliers, or any other person or entity having material business dealings with the Business, will or may substantially reduce the extent of such relations with the Business at any time from or after the Closing;

  (c)      There are no other existing or contemplated material modification or change in the business relationship of any Customers or Suppliers with Seller;

  (d)      There are no existing conditions or state of facts or circumstances which have materially affected adversely, or will materially adversely affect, the relationship of the Business with Customers or Suppliers it is acquired by Buyer, or which has prevented or will prevent such business from being carried on by the Business, after the Closing, in essentially the same manner as it is currently carried on.

6.11     Regulatory Compliance . To the best Knowledge of Oxford and Seller, Seller has not violated any Requirement of Law, the violation of which would be reasonably likely to have a material adverse effect on the Business or the Purchased Assets. Further, to the best Knowledge of Parent and Seller, Seller has not violated any material provision of (i) ERISA with respect to any employee benefit plans subject to ERISA; or (ii) any applicable environmental laws, orders, regulations, rules, and ordinances relating to Seller, the Business, or the Purchased Assets.

6.12      Tax Status and Disputes . Oxford and Seller have each paid all taxes (federal, state, and local) known to be due and payable and any assessments or penalties received by either. There are no audits pending, are no present disputes as to taxes of any nature payable by Oxford or Seller, and to the best Knowledge of Oxford and Seller, there are no outstanding tax liens or similar filings or recordings against Oxford or Seller for any tax related obligation.

6.13      Leases and Similar Agreements . Except as set forth in Schedule 6.13, attached hereto and incorporated herein by reference, none of the Assets are bound by or subject to any leases or other similar agreements or instruments, whether as lessor or lessee. With regard to all such disclosed leases and similar agreements, Seller has delivered to Buyer any and all consents or waivers of other parties necessary for the continuation of the leases and similar agreements upon the same terms and conditions in effect as of the Closing. 

6.14        Accounts Receivable .

  (a)       Schedule 6.14   contains a complete and accurate report showing all Accounts Receivable outstanding as of the Closing, together with an accurate aging of such accounts. The Accounts Receivable have arisen in the ordinary course of business, and are being transferred at full value, except for the quantity discounts accrual and the allowance for doubtful accounts arising in the ordinary course of business shown on the Closing Balance Sheet. Seller knows of no reason why the accruals and allowances referred