EXECUTIVE EMPLOYMENT AGREEMENT

Effective Date:

20 MARCH 2006

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into effective as of the 20 ^th day of March, 2006 (the "Effective Date"), by and between OXFORD MEDIA, INC., a Nevada corporation (the “Employer”);  and , J. RICHARD SHAFER, an individual currently residing in the State of California (the "Executive"). Employer and Executive are sometimes referred to collectively herein as the "Parties", and each individually as a "Party".

A.    Employer is engaged in the business of, among other things, among other things, acting as a wireless and business systems provider specializing in WiFi/WiMAX, IT Security and IT Integration, and Telecom (which includes as part of these offering of services, the design and installation of specialty communication systems for data, voice, video, and telecom, and the deployment of fixed wireless networks), in addition to providing support to affiliated entities of Employer in developing private broadband networks and proprietary software and hardware which allows for the delivery of low-cost broadband Internet access as well as video and audio content on demand on a Pay-Per-View basis.

B.    Employer's principal place of business is located at One Technology Drive, Building H, Irvine, California, 92618 (the "Premises").

C.    Executive is acknowledged as having domain expertise and significant contacts in the fields of technology to be pursued by Employer, and Executive represents to possess certain other skills and contacts which would enable Executive to benefit Employer.

D.    The Parties acknowledge that the Executive's abilities and services are unique and essential to the prospects of Employer, and Employer has relied upon Executive agreeing to serve Employer pursuant to this Agreement.

E.    Employer desires to retain the services of Executive, and Executive desi ^r es to be retained by Employer, all pursuant to the terms and conditions contained herein.

F.    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:

3.1      Position.   Employer hereby hires Executive to serve in the position as executive vice president of sales. Executive shall do and perform all services, duties, responsibilities, and acts typically and customarily undertaken by the executive vice president of sales of a corporation of size and scope substantially similar to Employer, which shall include but not be limited to those items prescribed by the Bylaws of Employer, as amended from time-to-time, subject always to the final determination of the Board of Directors of Employer (the "Board"). Said services may also include, but not be limited to, those listed on Exhibit 3.1, attached hereto and incorporated herein by reference.

3.2          Reasonable Additional or Changed Responsibilities.   Nothing herein shall preclude the Board from changing Executive's title or materially changing the duties of Executive if such Board has concluded in its reasonable judgment that such change is in Employer's best interests. At all times during the term of this Agreement, Executive shall be employed as a senior executive of Employer, with appropriate and commensurate compensation, title, rank and, status. If Executive is elected or appointed a director or officer of any of Employer's subsidiaries during the Term of this Agreement, Executive, if he accepts such position, will serve in such capacity without further compensation.

3.3.1.   Entire Productive Time.   Executive shall devote Executive's entire business time, attention, knowledge, and skill to the business and interests of Employer. Employer shall be entitled to all the benefits and profits arising from or incident to any and all services performed by Executive pursuant to this Agreement.

3.3.2.    Exceptions.   Nothing contained in Section 3.3.1., above, shall be construed to prevent Executive from, during the Term of this Agreement:

(b)    participating in conferences, preparing or publishing papers or books or teaching, so long as Executive provides reasonable written notice to the Board of such activities prior to Executive engaging in them; or

(c)    Continuing to participate in business activities and pursuits in which Executive is involved as of the Start Date.

 3.4.1  . Initial Term.   Executive's employment with Employer and the Term of this Agreement shall commence on the 20 ^th day of March, 2005 (the "Start Date"), and shall continue for an initial period of three (3) years, unless sooner terminated as provided for herein (the "Initial Term").

3.4.2.    Extended Term.   This Agreement shall remain in full force and effect and shall renew for an additional twenty-four (24) months (the "Extended Term"), provided that neither Party at least sixty days (60) prior to the end of Initial Term gives written notice to the other of its decision to not have the Agreement remain in full force and effect for the Extended Term, thereby terminating the Agreement as of and at the end of the Initial Term.

3.4.3.   Term Defined.   For purposes of this Agreement, the word "Term" shall specifically include the Initial Term and all Extended Term hereunder.

3.5     Location.   Except for routine travel incident to the business of Employer, Executive's services hereunder shall be principally performed at the Premises, or such other location within the surrounding area of the Premises.

 4.1       Base Salary.   Employer agrees to pay Executive and Executive agrees to accept as compensation for the services and obligations set forth herein, as Base Salary, the sums referenced on Exhibit 4.1, attached hereto and incorporated herein by reference, per annum, which sum shall be paid to Executive by Employer in equal semi-monthly installments to be tendered to Executive on the first and fifteenth day of each month, or at such other intervals as may be mutually agreed upon by Employer and Executive.

 4.1.1.  Necessary Deductions.   Employer shall deduct from the Base Salary amounts sufficient to cover applicable federal, state, and/or local income tax withholdings, and any other amounts which Employer is required to withhold by applicable law.

 4.1.2.   Yearly Review.   Upon each yearly anniversary of the Start Date, Executive's Base Salary shall be reviewed by the Board or the Compensation Committee of the Board (the "Compensation Committee"). Base Salary may be increased above those amounts referenced in Exhibit 4.1, but may never be decreased, in the sole discretion of the Board or the Compensation Committee.

 4.2        Discretionary Annual Bonuses.   Employer may, but is not obligated to, pay Executive, as additional annual compensation, during each calendar year ending during the Term of this Agreement, such sums as may annually be determined by the Board, or the Compensation Committee, including bonus, regular and cost of living increases, and adjustments.

 5.1        Employer Policy.   During the Term of this Agreement, Executive shall be entitled to participate in employee benefit plans or programs of Employer, if any, to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate, subject to the rules and regulations applicable thereto. Such additional benefits shall include, subject to the approval of the Board, full medical, dental and disability income insurance, and participation in qualified pension and profit sharing plans, as well as a car allowance of Seven Hundred Fifty Dollars ($750.00) per month and a One Hundred Fifty Dollar ($150.00) monthly cell phone allowance.

 5.2      Business Expenses.   Employer will reimburse Executive for all reasonable business expenses incurred by Executive in the performance of Executive's duties provided that:

(a)     Each such expenditure is reasonable and is made to support the execution of Employer's business or strategic plan;

(b)      Executive furnishes to Employer adequate records and other documentary evidence required to substantiate such expenditures as a proper deduction for federal income tax purposes.

 5.3      Vacation Time.   Executive shall be granted three (3) weeks paid vacation for each calendar year during the Term, with said time being immediately available for Executive's benefit. Vacation shall only be taken at such times as not to interfere with the necessary performance of Executive's duties and obligations under this Agreement unless otherwise agreed upon by the Board. However, if at the end of any calendar year there is any accrued and unused vacation time for Executive, additional vacation time for Executive will not accrue until Executive takes all of his vacation time accrued from prior calendar years. Upon using said accrued vacation time, Executive shall once again be entitled to three (3) weeks paid vacation time for that calendar year, prorated for the month in which the remaining accrued vacation time was taken.

 5.4      Indemnification.   Employer and Executive shall execute an Indemnification Agreement in the form of Exhibit 5.4, attached hereto and incorporated herein by reference, which shall provide, among other things, that Employer shall indemnify Executive against certain claims arising by reason of the fact that he is or was an officer or director of Employer. In addition to all rights under the Indemnification Agreement, the Parties further agree that all liabilities incurred by Executive in his capacity as an officer hereunder shall be incurred for the account of Employer, and Executive shall not be personally liable therefore. Executive shall not be liable to Employer, or any of its respective subsidiaries, affiliates, employees, officers, directors, agents, representatives, successors, assigns, stockholders, and their respective subsidiaries and affiliates, and Employer shall, and hereby agrees to, indemnify, defend and hold Executive harmless from and against any and all damages and/or loss or liability (including, without limitation, all cost of defense thereof), for any acts or omissions in the performance of service under and within the scope of this Agreement on the part of Executive.

5.5      Change in Control Payments.

 5.5.1.     Change in Control.   For purposes of this Agreement, a "Change in Control" of Employer shall be deemed to have occurred if (a) there shall be consummated (i) any consolidation or merger of Employer into or with another person, as such term in used in Sections 13(d)(3) and 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), in which Employer is not the continuing or surviving corporation or pursuant to which shares of Employer's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Employer; or, (b) the shareholders of Employer approve any plan or proposal for the liquidation or dissolution of Employer; or, (c) any person who is not now the owner of twenty percent (20%) or more of Employer's outstanding equity securities shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of Employer's outstanding equity securities; or, (d) individuals who are the members of the Board (once the Board consists of at least seven members) cease to constitute a majority of the members of the Board, provided that any person becoming a member of the Board subsequent to such date whose election or nomination for election was supported by two-thirds of the directors who then comprised the Board shall be considered to be part of the original majority.

 5.5.2.  Severance Payment.   Upon the occurrence of a Change in Control of Employer, the employment of Executive hereunder shall terminate and Employer shall pay (or, if applicable, Employer shall ensure that it's successor or assign shall pay) to Executive in cash, on the day on which the Change of Control occurs (which for the purposes of this Agreement, shall be the Termination Date for this Article V), the following:

(a)    All accrued and unpaid salary and other compensation payable to Executive by Employer for services rendered by Executive to Employer through the Termination Date;

(b)    All accrued and unused vacation and sick pay payable to Executive by Employer with respect to services rendered by Executive to Employer through the Termination Date; and

(c)    Severance pay in an amount equal to twenty-four (24) months salary based upon the then existing salary of Executive, with the total amount to be paid in one installment on the due date noted above, calculated at a net present value.

 5.5.3.   Provision of Services Following Change in Control.   At the request of Employer, Executive shall continue to serve hereunder for a period of time not to exceed one hundred eighty (180) days following the Termination Date. If Employer requests Executive to perform such services, Executive shall be compensated from and after the Termination Date for the period that Executive actually remains employed by Employer at his then current salary, and with the provisions of Section 5.2, above, continuing to apply as well. All such amounts payable to Executive shall be in addition to and not in lieu of the amounts payable to Executive under Section 5.5.2, above. Upon the later to occur of an occurrence of a Change of Control or the termination of any period during which Executive continues to provide services as aforesaid, Executive's employment hereunder shall terminate.

 5.6       Life Insurance.   Upon the completion of the first six (6) months under the Term, Employer shall purchase, at its sole cost and expense, a term life insurance policy with a death benefit of One Million Dollars ($1,000,000), with Executive as the owner and insu ^r ed, if such coverage is available. Executive, as the owner of the policy, shall designate the beneficiary of the policy, as he may change same from time-to-time. Employer shall keep and maintain the policy in full force and effect throughout the entire Term. Executive agrees to permit Employer to purchase "key man" term life insu ^r ance coverage (as that term is commonly defined) on Executive for the benefit of Employer, in the sole discretion and sole cost and expense of Employer.

 5.7      Board Participation.   Executive shall serve as an ex-officio/invitee of the Board of Directors of Oxford Media, Inc. ("Oxford's Board"), the corporate parent of Employer. Executive shall have full right of participation in all meetings of Oxford's Board. Executive shall have no voting rights. Oxford's Board reserves the right to excuse Executive from any meeting in the event Oxford's Board reasonably determines that confidentiality dictates that Executive not participate in any such meeting, or portion thereof.

 6.1.1.  Termination Event.   Executive's employment hereunder shall terminate immediately upon the death of Executive, which shall be the Termination Date for this Section 6.1.

 6.1.2.  Result of Termination.   Upon termination of Executive's employment pursuant to this Section 6.1, Employer shall pay to Executive's estate, on the Termination Date, a lump sum payment of an amount equal to (i) all accrued and unused vacation and sick pay payable to Executive by Employer with respect to serviced rendered by Executive to Employer through the Termination Date; and, (ii) if the Termination Date occurs du ^r ing the Extended Term, an amount equal to twelve (12) months salary based upon the then existing salary of Executive, payable in the same manner as salary would have been paid to Executive had he continued to work for Employer hereunder. In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, Employer shall continue to provide for the benefit of Executive's family the medical benefits referred to in Section 5.1 hereof for twelve (12) months following the Termination Date.

 6.2        Termination in Case of Disability.

 6.2.1.   Termination Event.   If Executive suffers a physical or mental disability which results in Executive being unable to perform his duties hereunder for a three (3) consecutive month period, then the Parties shall proceed as follows: (i) the Board shall select a qualified physician; (ii) Executive or his legal representative, if applicable, shall select a qualified physician; (iii) those two (2) physicians shall select a third qualified physician; (iv) the three physicians shall examine Executive and review his physical and mental capacity. If a majority of the three physicians determine in good faith that such physical or mental disability renders Executive incapable of performing his duties hereunder for a period of at least three (3) consecutive months following the date of such physician's written opinion, then Executive's employment shall terminate effective three (3) weeks following the date of such physician's written opinion, which shall be the Termination Date for this Section 6.2.

 6.2.2.   Result of Termination.   Upon termination of Executive's employment pursuant to this Section 6.2, Employer shall pay to Executive, on the Termination Date, a lump sum payment of an amount equal to (i) all accrued and unpaid salary and other compensation payable to Executive by Employer and all accrued and unused vacation and sick pay payable to Executive by Employer with respect to services rendered by Executive to Employer through the Termination Date; and, (ii) if the Termination Date occurs during the Extended Term, an amount equal to nine (9) months salary based upon the then existing salary of Executive, payable in the same manner as salary would have been paid to Executive had he continued to work for Employer hereunder. However, such amount shall be reduced by the amount of any payments to be paid to Executive under any long-term disability insurance policy maintained by Employer for the benefit of Executive. In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, Employer shall continue to provide to Executive all other benefits referred to in Section 5.1 hereof for nine (9) months following the Termination Date.

 6.3       Termination By Executive for Cause.

 6.3.1.   Termination Event.   This Agreement shall terminate upon ten (10) days prior written notice from Executive to Employer of Executive's decision to terminate "for cause" (as defined below), provided