SEVERANCE AND RELEASE AGREEMENT

THIS SEVERANCE AND RELEASE AGREEMENT (the “Agreement”) is entered into this 30 ^th day of October, 2006 (“Effective Date”), by and between J. RICHARD SHAFER, an individual residing in the State of California (“Shafer”); and , OXFORD MEDIA, INC., a Nevada corporation (“OXMI”). Shafer and OXMI are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.

A.       Shafer was employed by OXMI in order to render services generally described as Executive Vice President of Sales.

B.       Shafer’s employment with OXMI was subject to a written Executive Employment Agreement dated 20 March 2006 (the “Employment Agreement”), providing terms for termination of Shafer’s employment with OXMI for both cause and without cause. A true and correct copy of the Employment Agreement is attached hereto as Exhibit “A”.

C.       The Parties mutually desire to terminate Shafer’s employment relationship without dispute, effective as of the Effective Date of this Agreement. OXMI conditionally offers to do so, provided Shafer enters into and complies with all of the terms and conditions of this Agreement, including but not limited to the provision of assurances to OXMI that he will not assert any claims of any kind against OXMI and specifically identified related parties, whether arising out of (i) Shafer’s employment with OXMI, (ii) Shafer’s status as a shareholder of OXMI, or any other relationship or claim of right whatsoever arising out of or any manner or form related to the relationship between the Parties, and that Shafer will continue to abide by and honor his obligations to maintain and protect OXMI’s, and OXMI’s affiliates, subsidiaries, predecessors, parents, related businesses and entities’ Trade Secret and Confidential Information, in exchange for the valid consideration to be transferred by OXMI hereunder.

D.       The Parties recognize and acknowledge the existence, validity, and application of (i) that certain convertible note (the “Convertible Note”) of OXMI dated 30 September 2004 in favor of Shafer in the original principal amount of Four Hundred Twenty Thousand Dollars ($420,000); and, (ii) the Supplemental Agreement dated 30 March 2005 between the Parties (the “Supplemental Agreement”).

E.       This Agreement shall specifically encompass all claims and related factual and legal circumstances noted above (collectively, the “Claims”). As such, it is the intent of the Parties that their respective rights and obligations to each other from this day forward shall be determined exclusively under the terms of this Agreement, and that this Agreement supersedes, amends and restates any other employment agreements between the Parties.

F.       All Parties are desirous of settling the Claims and releasing each other from all future liability.

G.      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       Exchange . In consideration of the execution of this Agreement, the payments and obligations described below to be made by OXMI, the satisfaction of the obligations of each of the respective Parties hereunder, the actions of the Parties provided below with regard to the Supplemental Agreement, and other good and valuable consideration, the receipt and value of which is hereby confirmed, Shafer on the one hand, and OXMI on the other hand, shall hereby fully, finally and forever settle and release each other from any and all claims, losses, fines, penalties, damages, demands, judgments, debts, obligations, interests, liabilities, causes of action, breaches of duty, costs, expenses, judgments and injunctions of any nature whatsoever, whether known or unknown, arising out of or related to the relationships between the Parties prior to the Effective Date, specifically including, but not limited to, the Claims (cumulatively referred to as the “Released Claims”).

3.2       Payments by OXMI . As full, complete, and final payment in settlement of all Released Claims under this Agreement, OXMI shall pay Shafer as follows:

3.2.1.       Convertible Note Accrued Interest . Upon execution of this Agreement, OXMI shall pay to Shafer the sum of Sixteen Thousand Eight Hundred Dollars ($16,800) as full and final payment of all any and all accrued and owing interest under the Convertible Note.

3.2.2.      Severance Payment . OXMI shall pay to Shafer the sums and benefits identified in, and in accordance with, Section 6.6 of the Employment Agreement, entitled “Termination by Employer without Cause” which states,

“6.6     Termination By Employer Without Cause.”

 6.6.1.     Termination Event.   The employment of executive shall terminate immediately upon delivery to Executive of written notice of termination by Employer, which shall be deemed to be ‘without cause’ unless termination is expressly stated to be pursuant to Sections 6.1 or 6.2.

 6.6.2.     Result of Termination. Upon termination of this Agreement pursuant to this Section 6.6, Employer shall pay to Executive, on the Termination Date, an amount equal to (i) all accrued and unpaid salary and other compensation payable to Executive by Employer with respect to services rendered by Executive to Employer through the Termination Date; and, (ii) 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 to Executive all other benefits that would otherwise be payable to Executive pursuant to Section 5.1 hereof for the twelve (12) months following the Termination Date.”

The severance payment under said Section 6.6 will be paid to Shafer in equal installments in accordance with the normal payroll practices of OXMI and consistent with the manner in which Shafer was paid while employed with OXMI. OXMI will withhold required deductions from the payments hereunder, including deductions for applicable state and federal taxes, social security, all other standard deductions, and/or any specific deductions applicable to Shafer.

3.3       Conversion of Convertible Note . Immediately upon execution of this Agreement, and with no further action required of Shafer, the Convertible Note shall be deemed converted in accordance with the terms and conditions of the Supplemental Agreement. OXMI shall issue to Shafer a share certificate for two hundred ten thousand (210,000) shares of OXMI common stock, free and clear of any Rule 144 restrictions, with the Convertible Note thereafter being deemed converted and of no further force and effect.

3.4       Complete Release and Hold Harmless . All Parties, for themselves, itself, their heirs, executors, administrators, successors, and assigns, hereby agree to release, discharge and hold harmless each other and the other’s directors, employees, shareholders, managers, officers, members, affiliates, subsidiaries, predecessors, parents, related businesses and entities, attorneys and each of their successors and assigns from any and all known and unknown claims of every nature and kind whatsoever which they now or hereafter may have with respect to each other and/or the Claims, notwithstanding Section 1542 of the California Civil Code, which provides that:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

All rights under §1542 of the California Civil Code, as well as under any other statutes or common law principles of similar effect, are hereby expressly, fully, knowingly, intentionally and forever waived and relinquished by the Parties. Each Party hereby acknowledges that each understands the significance and consequences of such waiver under §1542 of the California Civil Code, and that each had the opportunity to seek the advice of legal counsel of its choice.

3.5     Scope of Shafer’s Release . Shafer further expressly understands that the rights being waived hereunder specifically include, but are not limited to, any and all claims under (as any of the same may be amended from time to time) Title VII of the Civil Rights Act of 1964; Sections 1981 and 1983 of the Civil Rights Act of 1866; Equal Pay Act; Americans with Disabilities Act; Age Discrimination in Employment Act; Employee Retirement Income Security Act; Fair Labor Standards Act; Family and Medical Leave Act; WARN Act; the United States and California Constitutions; California Fair Employment and Housing Act; California Family Rights Act; California Labor Code; any applicable California Industrial Welfare Commission Wage Order; with respect to the foregoing constitutional and statutory references, any comparable constitution, statute or regulation of any other state; all claims of discrimination or harassment on account of race, sex, sexual orientation, national origin, religion, disability, age, pregnancy, veteran’s status, or any other protected status under any federal or state statute; any federal, state or local law enforcing express or implied employment contracts or covenants of good faith and fair dealing; any federal, state or local laws providing recourse for alleged wrongful discharge or constructive discharge, termination in violation of public policy, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and any similar or related claim; together with any claim under any other local, state or federal law or constitution governing employment, discrimination or harassment in employment, or the payment of wages or benefits, whether or not now known, suspected or claimed, which Shafer ever had, now has, or may claim to have in the future as of the date of this Agreement. This Agreement and the scope of the release by Shafer hereunder expressly includes any statutory claims, including, but not limited to, claims under the Age Discrimination in Employment Act (the “ADEA”) and the Older Workers’ Benefit Protection Act (“OWBPA”), except that this Agreement does not waive rights or claims under the ADEA which may arise after the Effective Date of this Agreement.

3.6       After Acquired Information . The Parties acknowledge that they may hereafter discover information, facts, or circumstances different from or in addition to those which they now know or believe to be true. Except as otherwise provided herein to the contrary, this Agreement shall remain in full force and effect in all respects notwithstanding such discovery, and the Parties expressly accept and assume the risk of such possible additions to or differences from those facts now known or believed to be true.

3.7       Enforceability . The enforceability of this Agreement is conditioned upon each respective Party satisfying its respective obligations hereunder.

3.8       Assignment of Released Claims . The Parties hereby covenant that none of the Released Claims has been assigned to any other person, and that no other person has any interest in any of the Released Claims. In the event any other person asserts any interest with respect to the Released Claims, then the Party breaching this covenant shall fully defend and indemnify the Party against whom such claim is asserted for any and all damages, costs, and fees of any kind.

3.9       Specific Exclusion . It is expressly understood that the release contained in this Agreement does not encompass or include any of the following:

(a)     The promises and obligations of the Parties under this Agreement, specifically including but not limited to the provisions of Article V, below.

(b)      The promises and obligations of Shafer under the Employment Agreement intended to survive termination, as further reflected in Section 5.5, below.

(c)      The intentionally willful, tortious, or criminal acts of either Party after the execution of this Agreement.

3.10     No Admission of Liability . Notwithstanding the terms and conditions of this Agreement, execution hereof shall in no manner or form constitute the admission of liability or responsibility of either Party in respect to the Claims.

4.1       Voluntary Termination . The Parties agree that Shafer voluntarily accepted termination of his employment with OXMI, and that his last day of employment by and with OXMI shall be deemed to be the 26 ^th day of October, 2006 (the “Termination Date”). As of the Termination Date and as additional consideration hereunder, Shafer voluntarily resigned any and all positions he held in and with OXMI, and the Employment Agreement shall be deemed to be terminated, except for those provisions contained therein which specifically are to survive termination.

4.2       Payment of Amounts Owed . The payments to be made by OXMI pursuant to Section 3.2.2. hereunder shall represent all amounts due Shafer for unpaid and accrued wages and benefits, if applicable, including but not limited to sick leave, vacation time, severance, and all other amounts which may be due to Shafer from OXMI hereafter, and Shafer shall neither make, nor be entitled to any other amounts. Group medical plan coverage of Shafer, if applicable, will be maintained by OXMI and terminate pursuant to the terms of this Agreement, unless Shafer makes a proper election to continue such coverage under COBRA, in which case all such benefits shall be at his sole cost and expense. Any and all other coverage of any kind extending beyond the terms and conditions of this Agreement will be solely at the expense of Shafer and subject to the terms and conditions of the documents governing the medical plan. It is the sole responsibility of Shafer to comply with said terms and conditions, and OXMI will have no liability for the future failure of Shafer to acquire COBRA coverage.

4.3       Express Waiver of Any Other Amounts . Shafer hereby acknowledges that he is not entitled to receive, and will not claim, any damages, rights, benefits, or compensation other than as expressly set forth in this Agreement. Specifically, no vacation, benefits, earned or paid time off, or other accrual-based benefits of any kind (“Post Termination Benefits) will accrue, vest or otherwise be credited to Shafer after the Effective Date. Shafer expressly waives, foregoes and denies any right or claim to such Post Termination Benefits and acknowledges that no compensation, remuneration or other form of payment or benefit is forthcoming based thereon.

5.1       Non-Disclosure of Business Information . Shafer shall not at any time, either directly or indirectly use, divulge, disclose or communicate to any person, firm, or corporation, in any manner whatsoever, any confidential information concerning any matters affecting or relating to the business of OXMI, including, but not limited to, the names, buying habits, or pr