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Published on 8/4/2006 in the Prospect News PIPE Daily.

Oxford Media, Palisades agree to convert shares, notes to new series B preferreds

By Jennifer Chiou

New York, Aug. 4 - Oxford Media, Inc. and Palisades Master Fund LP reached an agreement under which Oxford will issue 2,153,846 shares as a fee in exchange for Palisades' conversion of a promissory note into new series B convertible preferred stock, according to an 8-K filing with the Securities and Exchange Commission.

Palisades is the owner of 4,000 shares of Oxford's series A convertible preferred stock as well as the holder of Oxford's $1,666,667 original principal amount promissory note, stock issued as payment of dividends for the series A convertible preferreds and new promissory notes that replaced the original notes.

Under the agreement, Palisades will also convert all funds owed to it under newly issued promissory notes into new series B preferreds.

Palisades will also cancel the new notes as well as its Oxford common shares, the filing said.

In addition, Palisades agreed to accept 3,857 series B preferreds in exchange for satisfaction of its obligations under the financing transaction.

On July 5, Oxford said it received an extension on principal payments due on $1,666,667 in promissory notes held by Palisades and agreed to reduce the conversion price on its series A convertible preferreds to $1.00 from $1.50.

As already announced, the company will be required to pay principal and interest totaling $666,667 on July 20, pushed back from June 20.

Also, the company agreed to exchange the original note for $1,003,836 in principal of promissory notes. The notes bear interest at 11% annually.

Based in Irvine, Calif., Oxford Media markets proprietary video-on-demand and pay-per-view entertainment systems for the hotel industry.


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