Preview | Executive Employment Agreement |

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement) is entered into effective as of the 1^st day of October, 2005 (the Effective Date), by and between OXFORD MEDIA, INC., a Nevada corporation (the Employer); and, THOMAS HEMINGWAY, 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, through its subsidiary businesses, (i) 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; and, (ii) 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).

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 Executives 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 desires 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 president and chief executive officer. Executive shall do and perform all services, duties, responsibilities, and acts typically and customarily undertaken by the president and chief executive officer 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 Executives title or materially changing the duties of Executive if such Board has concluded in its reasonable judgment that such change is in Employers best interests and it agreed upon by Executive. 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 Employers 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 a substantial portion of Executives 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:

(a) purchasing securities in any corporation whose securities are regularly traded provided that such purchase shall not result in his collectively owning beneficially at any time five percent (5%) or more of the equity securities of any corporation engaged in a business competitive to that of Employer; or

(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

3.4.1. Initial Term. Executives employment with Employer and the Term of this Agreement shall commence on the 1^st day of October 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.