UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 616, 2009

ADEX MEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-53733		20-8755674
(State or other jurisdiction of incorporation)		(CommissionFile Number)		(IRS Employer Identification Number)

Delaware

(State or other jurisdiction of incorporation)

000-53733

(Commission File Number)

20-8755674

(IRS Employer Identification Number)

883 North Shoreline Boulevard; Suite A200

Mountain View, CA 94043

(Address of principal executive offices) (Zip Code)

(650) 967-3040

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Business and Operations

Item 1.02. Termination of Material Definitive Agreement.

~~The~~On ~~information~~October ~~set~~16, ~~forth~~2009, ~~under~~AdEx ~~Item 5~~Media, Inc.02 (the of“Company”) ~~this~~delivered ~~Current~~the ~~Report~~remaining balance on ~~Form~~a ~~8-K~~Senior ~~relating~~Secured Promissory Note dated March 6, 2009 (the “Note”) to Digial Equity Partners, the ~~termination~~holder of the MrNote (the “Holder”). Pursuant to the terms of a Security ~~Hefter’s~~Agreement ~~employment~~dated ~~agreement~~August is12, ~~hereby~~2008 ~~incorporated~~by ~~into~~and ~~this~~between ~~Item~~the ~~1.02~~Company and the Holder, as amended by that certain Agreement dated March 6, 2009 (the “Security ~~reference~~Agreement”), the indebtedness evidenced by the Note was secured by certain membership interest in Digital Instructor, LLC and the proceeds therefrom (the “Collateral”).

~~Section~~As a result of the repayment, all 5indebtedness ~~- Corporate~~evidenced ~~Governance~~by the Note has been paid in full. Accordingly, as a result of the completion of Company’s obligations under the Note the Holder’s security interest in the Collateral and the ~~Management~~Security Agreement were terminated on October 16, 2009.

~~Item~~The Security Agreement dated August 12, 52008 is described in and was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on August 18, 2008.02 ~~Departure~~The ofNote ~~Directors~~and orthe ~~Certain~~Agreement ~~Officers;~~dated ~~Election~~March of6, 2009 were ~~Directors;~~described ~~Appointment~~and offiled ~~Certain~~as ~~Officers;~~exhibits ~~Compensatory~~to ~~Arrangements~~Company’s ofCurrent ~~Certain~~Report on Form 8-K filed ~~Officers~~with SEC on March 12, 2009.

On October 6, 2009, Mr. Dennis C. Hefter’s employment as the Divisional Manager of Digital Instructor, LLC, a wholly owned subsidiary of Adex Media, Inc. (the “Company”) and all other positions Mr. Hefter held at the Company and Digital Instructor, LLC (“Digital”) were terminated. In connection therewith, notwithstanding certain terms of the Employment Agreement intended and mutually agreed upon by the parties to survive the termination of such agreement including but not limited to the confidentiality and non-solicitation provisions, the Employment Agreement between Mr. Hefter and the Company effective as of August 12, 2008, was terminated as of October 6, 2009. To fill the vacancy resulting from the termination, the Board of Director of the Company has appointed Mr. Scott Rewick, who currently serves as a director and Chief Executive Officer of the Company, to serve as the Manager of Digital effective as of October 6, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADEX MEDIA, INC.
Dated: October 8, 2009	By:	/s/ Scott Rewick
Dated: October 20, 2009	By:	/s/ Scott Rewick
		Scott Rewick
		Chief Executive Officer

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