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): January 27, 2010

ADEX MEDIA, INC.

(Exact name of registrant as specified in its charter)

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))

Item 1.01— Entry into a Material Definitive Agreement.

As previously disclosed ~~by AdEx Media, Inc. (the “Company”),~~ in the Company’s Form 10-Q for the quarter ended September 30, 2009, filed with the Securities and Exchange Commission on November 13, 2009, ~~Dr.~~the ~~Mehmet~~Company Ozacquired ~~(“Dr. Oz”),~~the Zomembership Cointerests Iof Digital Instructor, LLC (“~~Zo Co~~DI”), Owpursuant ~~Licensing~~to ~~Company,~~a ~~LLC~~certain ~~(“OW”),~~Membership ~~and~~Interest ~~Harpo,~~Purchase ~~Inc.~~Agreement dated August ~~(“Harpo”~~12, ~~and~~2008, ~~collectively~~as ~~with~~amended Zoby ~~Co,~~that ~~Dr.~~certain ~~Oz,~~agreement ~~and~~dated OWMarch 6, 2009 (collectively, the “~~Plaintiffs~~Purchase Agreement”), ~~filed~~by ~~a lawsuit~~and inbetween the ~~United~~Company ~~States~~and ~~District~~the selling ~~Court~~members ~~Southern District~~ of ~~New~~DI ~~York~~ (the “~~Lawsuit~~Selling Members”). As ~~against~~part ~~approximately~~of ~~fifty~~the purchase ~~named~~price ~~defendants~~for ~~and~~the upmembership tointerests, ~~500~~the ~~additional “Doe”~~Company ~~defendants.~~agreed ~~The~~to ~~Lawsuit~~pay ~~included allegations against~~ the ~~defendants~~ ~~relating~~Selling toMembers ~~their~~up ~~marketing~~to ~~and~~an ~~advertising~~additional ~~activities in connection with certain products~~$500,000 ~~including~~if certain ~~products~~gross ~~marketed~~revenue performance ~~and~~milestones ~~sold~~were byachieved ~~the Company~~(“Earn-Out”).

On October 12, 2009, the Company provided its determination of the Earn-Out to the Selling Members. On November 11, 2009, the Company received an Earn-Out Determination Dispute Notice (the “Notice”) from the Selling Members disputing the Company’s calculation of the Earn-Out. On January 27, 2010, the Company and the ~~Plaintiffs~~Selling Members entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the parties have agreed tothat they will release all claims against each other with respect to the ~~Lawsuit~~Earn Out and the ~~Company~~Purchase ~~agreed~~Agreement. Under tothe Settlement Agreement, the Company will pay ~~Plaintiffs~~the Selling Members the aggregate amount of $25150,000 in ~~cash~~full (and final settlement of all claims relating to or arising out of the Earn Out (the “Settlement Payment”)~~. The~~ ~~Settlement~~as ~~Agreement~~follows: ~~was~~$75,000 ~~entered~~upon ~~into~~execution ~~without~~of ~~any~~the Settlement ~~adjudication~~Agreement and $75,000 on the first to occur of ~~fact~~(a) orMarch ~~law~~20, 2010 and ~~with~~(b) nothe closing ~~admission~~ of ~~liability~~any equity financing by the Company.

~~Simultaneously~~The ~~with the execution of the~~ Settlement Agreement, ~~the~~was ~~Company~~entered ~~and~~into ~~the~~without ~~Plaintiffs executed~~any aadjudication ~~Stipulated Order~~ of ~~Permanent~~fact ~~Injunction~~or ~~and Voluntary Dismissal (the~~law ~~“Stipulated Order”) pursuant to which the Company~~ and ~~its~~with ~~employees, directors, officers, parents, subsidiaries, and affiliates were ordered, among other things, to make~~ no ~~unauthorized~~admission ~~use~~ of ~~Plaintiffs’~~liability ~~intellectual~~by ~~property or infringe on any of Plaintiffs’ personal rights in~~ the course of their marketing and advertising programs. The Stipulated Order was filed upon execution of the Settlement Agreement and receipt of the Settlement Payment, at which time the Lawsuit against the Company ~~was to be dismissed with prejudice~~.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the Settlement Agreement is hereby incorporated into this Item 2.03 by reference.

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: February 1, 2010	By:	/s/ Ben Zadik
Dated: February 2, 2010	By:	/s/ Ben Zadik
		Ben Zadik
		Chief Financial Officer

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