f10q0909ex10i_adex.htm


    Exhibit 10.1

     

    
      ADEX MEDIA, INC.

       

      EMPLOYMENT
AGREEMENT

       

       

      This
Employment Agreement (“Agreement”) by and between AdEx Media, Inc., a Delaware
corporation, (“Employer”) and Kevin
Dufficy, an individual (“Employee”), is effective as of October 23, 2009 (“Effective
Date”).  In consideration of the mutual promises made herein, the
Company and Employee agree as follows:

       

      
        	
                1.  

              	
                Employment.  The
      Company hereby employs Employee, and Employee hereby accepts employment
      with the Company upon all of the terms and conditions described in this
      Agreement.

              


      

       

      
        	
                2.  

              	
                Responsibilities.  Subject
      to the terms of this Agreement, Employee is hereby employed in the
      position of Chief
      Marketing and Technology Officer and shall perform the functions
      and responsibilities of that position. Your position will report directly
      to Brian Carrozzi, Chief
      Operating Officer. The Company may assign additional or different
      duties to Employee and Employee’s position, title, job description, duties
      and responsibilities may be modified from time to time at the sole
      discretion of the Company.  Employee shall devote the whole of
      Employee’s professional time, attention and energies to the performance of
      Employee’s work responsibilities under this Agreement.  While
      employed by the Company, Employee will not, without the prior written
      consent of the Company, provide services to or assist in any manner any
      business or third party which competes with the current or planned
      business of the Company.

              


      

       

      
        	
                3.  

              	
                Compensation.  As
      consideration for the services and covenants described in this Agreement,
      the Company agrees to compensate Employee in the following
      manner:

              


      

       

      
        	
                3.1.  

              	
                Salary/Wages.
      Employee’s starting gross salary will be the amount of $185,000 payable on a
      bi-weekly basis for this regular, full time position.  The fact
      that Employee’s salary is expressed as an annualized amount does not
      create or imply any minimum employment
term.

              


      

       

      
        	
                3.2.  

              	
                Stock
      Options/Restricted Stock.  Contingent on approval by the
      Company’s Compensation Committee and Board of Directors, Employee will be
      granted options to purchase 500,000 shares of the
      Company’s Common Stock pursuant to the Company’s stock option plan that
      will vest over four years. One fourth of the total option amount shall
      vest upon the successful completion of twelve months of service. The
      remaining options shall vest pro-rata over the following three years in
      accordance with the terms of the Option Agreement evidencing the
      grant.  The strike price of the options granted will be the
      closing price of the Company’s stock on the date of the options
      grant.

              


      

       

      
        	
                3.3.  

              	
                Benefits.  Employee
      will be entitled to two weeks of vacation each year.  If the
      Company, in its sole discretion, adopts a general employee benefit plan or
      policy concerning benefits such as holidays, leaves of absence, health
      insurance, etc., such benefits, if any, will be available to Employee in
      accordance with any eligibility requirements, policies, or procedures
      adopted by the Company from time to time during the existence of this
      Agreement.  The rights, if any, of Employee and Employee’s
      dependents under any such benefit plans or policies shall be governed
      solely by the terms of such plans or policies. The Company reserves to
      itself, or its designated administrators, exclusive authority and
      discretion to determine all issues of eligibility, interpretation and
      administration of each such benefit plan or policy. The Company’s
      employment benefits, and policies related thereto, are subject to
      termination, modification or limitation at the Company’s sole discretion
      at any time.

              


      

       

      
        	
                3.4.  

              	
                Total
      Compensation.  Employee agrees that the compensation
      stated above constitutes the full and exclusive consideration and
      compensation for all services rendered under the Agreement and for all
      promises and obligations under this
Agreement.

              


      

       

      
        	
                3.5.  

              	
                Business
      Expenses.  The Company shall pay or reimburse Employee’s
      reasonable pre-approved business expenses, including expenses incurred for
      travel on Company business, in accordance with the policies and procedures
      of the Company, as may be adopted or amended from time to time at the
      Company’s sole discretion. If Employee incurs business expenses under this
      Agreement, Employee shall submit monthly to the Company a request for
      reimbursement together with supporting documentation satisfactory to the
      Company.

              


      

       

      
        Employment
Agreement: Page 1

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                3.6.  

              	
                Bonus. You will
      be entitled to participate in the Company’s management bonus program which
      is currently being developed. All bonuses are subject to approval by the
      Company’s Board of Directors and Compensation
  Committee.

              


      

       

      
        	
                4.  

              	
                Company
      Policies.  Employee agrees to abide by the Company’s
      policies, practices and procedures, written and unwritten, as they may
      from time to time be adopted or modified by the Company at its sole
      discretion. The Company’s written policies, practices and procedures,
      including any Employee Handbook and/or Code of Conduct, shall be binding
      on Employee unless superseded by or in conflict with this Agreement.
      Copies of written policies and procedures shall be available to Employee
      in the offices of the Company, and Employee shall be responsible at all
      times to review these policies and
procedures.

              


      

       

      
        	
                5.  

              	
                Warranties.  Employee
      hereby represents and warrants that he or she has taken no confidential,
      proprietary or trade secret information from Employee’s prior employer or
      employers, and will not knowingly disclose such information to the
      Company, or improperly use any such information on behalf of the Company.
      Employee acknowledges that the Company has specifically demanded that, if
      Employee has any such confidential, proprietary or trade secret knowledge
      or information, Employee shall not use such information while employed by
      the Company for the benefit of the Company.  Employee further
      warrants that by entering into this Agreement with the Company he or she
      is not violating any of the terms, agreements, or covenants of any
      previous employment or association.  Employee further
      acknowledges that the Company has advised Employee to consult with his or
      her personal attorney concerning this proposed employment, matters
      relating to prior employment and any agreements or other matters that
      might affect employment by the Company.  Employee acknowledges
      and agrees that neither the Company nor anyone acting on its behalf
      induced or solicited Employee to breach any contract or other enforceable
      obligation in connection with any proposed employment with the Company. If
      at any time Employee’s duties with the Company begin to conflict with any
      prior agreement, Employee shall promptly notify the Company and shall
      cease and desist from any such
duties.

              


      

       

      
        	
                6.  

              	
                Prior
      Inventions.  Employee acknowledges that, except for the
      inventions disclosed on Appendix A,
      attached hereto, Employee does not have any right or claim to any
      invention, idea, process, formula, discovery, copyright, patent or other
      such item or matter.  No rights are hereby conveyed to
      inventions, if any, made by Employee prior to employment by the Company,
      which inventions are listed in Appendix A.

              


      

       

      
        	
                7.  

              	
                Subsequent Invention
      Disclosure. Employee agrees to promptly disclose in writing to the
      Company any and all inventions which Employee develops during the term of
      employment, including all software programs, source or object code,
      improvements, inventions, formulas, ideas, processes, techniques, know-how
      and data, whether or not patentable, that Employee makes or conceives or
      reduces to practice or develops, either alone or jointly with others,
      during the term of employment by the Company.  Employee will
      also disclose to the Company all inventions made, conceived, reduced to
      practice, or developed by Employee within six months of the termination of
      employment by the Company that result from prior work with the Company.
      Such disclosures shall be received by the Company in confidence and do not
      extend the assignment of inventions disclosed beyond that required by
      law.

              


      

       

      
        	
                8.  

              	
                Assignment of
      Inventions.  Except as excluded by paragraph 9, Employee hereby assigns and agrees
      that any and all inventions, discoveries or improvements that Employee
      conceives or makes or may conceive or make during the period of employment
      relating to or in any way pertaining to or connected with the systems,
      products, computer programs, software, software codes, apparatus or
      methods employed, manufactured or constructed by the Company, or to
      systems, products, apparatus or methods with respect to which the Company
      engages in, requests or anticipates research or development, shall be the
      sole and exclusive property of the Company to the maximum extent permitted
      by California Labor Code Section 2870.  The Company shall
      be the sole owner of all worldwide trade secrets, patents, copyrights,
      Moral Rights and other intellectual property rights in connection with
      such inventions.  Employee further acknowledges that such
      inventions, including computer programs, software codes and other works of
      authorship, are “works made for hire” for purpose of the Company’s rights
      under copyright laws.  Employee hereby assigns to the Company
      any rights he or she may have or acquire in such inventions, to the
      maximum extent allowed by law. Employee further agrees to assign, and
      hereby does assign to the Company the entire right, title and interest in
      and to all such inventions, discoveries or improvements as well as any
      modifications or improvements thereto that may be made and all worldwide
      trade secrets, patents, copyrights,


              


      

       

      
        Employment
Agreement: Page 2

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
         

        
          	
                    

                	
                  Moral
      Rights and other intellectual property rights in connection therewith. As
      used herein, “Moral Rights” means any rights to claim authorship of an
      invention, to object to or prevent the modification of any Invention, or
      to withdraw from circulation or control the publication or distribution of
      any invention, and any similar right, existing under judicial or statutory
      law of any country in the world, or under any treaty, regardless of
      whether or not such right is denominated or generally referred to as a
      “moral right.”  Employee understands that any inventions,
      discoveries or ideas that Employee has created or possessed prior to
      Employee’s employment by the Company are specified in Appendix A
      attached to this Agreement and will not be considered to be the property
      of the Company.

                


        

         

      

      
        	
                9.  

              	
                Inventions Not
      Assigned.  In accordance with California Labor Code
      Section 2870, this Agreement does not require the assignment of an
      invention which qualifies fully for protection under Section 2870,
      which provides as follows:

              


      

       

      
        	
                 
      

              	
                (A)
      ANY PROVISION IN AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE
      SHALL ASSIGN, OR OFFER TO ASSIGN, ANY OF HIS OR HER RIGHTS IN AN INVENTION
      TO HIS OR HER EMPLOYER SHALL NOT APPLY TO AN INVENTION THAT THE EMPLOYEE
      DEVELOPED ENTIRELY ON HIS OR HER OWN TIME WITHOUT USING THE EMPLOYER'S
      EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION EXCEPT FOR
      THOSE INVENTIONS THAT EITHER:

              


      

       

      
        	
                 
      

              	
                (1)
      RELATE AT THE TIME OF CONCEPTION OR REDUCTION TO PRACTICE OF THE INVENTION
      TO THE EMPLOYER'S BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH
      OR DEVELOPMENT OF THE EMPLOYER; OR

              


      

       

      
        	
                 
      

              	
                (2)
      RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE
      EMPLOYER.

              


      

       

      
        	
                 
      

              	
                (B)
      TO THE EXTENT A PROVISION IN AN EMPLOYMENT AGREEMENT PURPORTS TO REQUIRE
      AN EMPLOYEE TO ASSIGN AN INVENTION OTHERWISE EXCLUDED FROM BEING REQUIRED
      TO BE ASSIGNED UNDER SUBDIVISION (A), THE PROVISION IS AGAINST THE PUBLIC
      POLICY OF THIS STATE AND IS
UNENFORCEABLE.

              


      

       

      
        	
                10.  

              	
                Assistance.  Employee
      will assist the Company in every proper way to obtain for the Company and
      enforce all patents, copyrights, mask work rights, trade secret rights and
      other legal protections for the assigned inventions in any and all
      countries.  Employee will execute any documents that the Company
      may reasonably request for use in obtaining or enforcing such patents,
      copyrights, mask work rights, trade secrets and other legal
      protections.  Employee’s obligations under this section will
      continue beyond the termination of employment with the Company, provided
      that the Company will compensate Employee upon the Company’s request of
      such assistance.  Employee hereby appoints the Secretary of the
      Company as Employee’s attorney-in-fact to execute documents on Employee’s
      behalf to effect the obligations of Employee under this Section 10.

              


      

       

       

      
        Employment
Agreement: Page 3

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                11.  

              	
                Confidential,
      Proprietary, and Trade Secret Information.  During the
      course of employment, Employee will come into possession of or acquire
      knowledge of confidential, proprietary and trade secret information of the
      Company.  Employee hereby covenants and agrees that Employee
      will not, either during the term of employment or at any time thereafter,
      disclose any such confidential, proprietary or trade secret information to
      any person, firm, corporation, association, partnership or other entity
      (other than those in the Company’s organization qualified and authorized
      to receive such information) for any purpose or reason
      whatsoever.  Such confidential and proprietary information shall
      be deemed to include, but not be limited to, (i) Company products,
      designs, software, software codes, software developments, research
      projects, improvements and methods of operation, (ii) business plans,
      marketing plans and related information, (iii) the names, lists,
      buying habits and practices of the Company’s customers, clients and
      vendors, and the relationships between them and the Company, (iv) the
      Company’s financial condition, profit performance and financial
      requirements, and (v) all other confidential information of, about or
      concerning the Company, the manner of operation of the Company and other
      confidential data of any kind, nature or description relating to the
      Company.  Employee specifically agrees not to make use of any
      such confidential or proprietary information for Employee’s own purpose,
      or for the benefit of any person, firm, corporation or other entity except
      the Company.  Employee will abide by the Company’s policies and
      procedures, as established from time to time for the protection of its
      trade secrets and confidential information. Employee does not know of any
      of the Company’s confidential, proprietary or trade secret information
      other than the information learned from the Company.  Further,
      Employee agrees to be bound by, and to execute such additional instruments
      as may be necessary or desirable to evidence Employee’s agreement to be
      bound by, all nondisclosure or similar covenants between the Company and
      any third party.

              


      

       

      
        	
                12.  

              	
                Return of
      Property.  All confidential, proprietary and trade secret
      information, and all other documents, records, apparatus, equipment and
      other physical property which is furnished to or obtained by Employee in
      the course of employment with the Company shall be and remain the sole
      property of the Company. Employee agrees that, upon termination of his or
      her employment, Employee shall return all such property and agrees not to
      make or retain copies, reproductions or summaries of any such property
      without the express written consent of the
  Company.

              


      

       

      
        	
                13.  

              	
                Non-Solicitation.  For
      a period of two years immediately following the termination of this
      Agreement, Employee agrees not to, either directly or indirectly, attempt
      to recruit, solicit or take away any of the employees of the Company who
      worked for the Company at any time during the term of this Agreement; make
      known to any person, firm or corporation the names or addresses of, or any
      information pertaining to, any current or former employees of the Company;
      attempt to call on, solicit or take away any customers of the Company or
      any other persons, corporations or other entities with which the Company
      has had or contemplated any business transaction or relationship during
      his or her employment with the Company, including, but not limited to,
      investments, licenses, joint ventures, and agreements for development,
      with the use of any proprietary or confidential information or trade
      secret of the Company, for purposes of entering into any business
      transaction or relationship with any such customers or other persons,
      corporations, or other entities.

              


      

       

      
        	
                14.  

              	
                Equitable
      Relief.  Employee and the Company agree that in the event
      of any breach of paragraphs 6, 7, 8, 9, 10, 11, 12, or 13 of this Agreement, the Company and
      Employee will not have an adequate remedy at law. Thus, in the event of
      such a breach or threatened breach, the Company and/or Employee will be
      entitled to such equitable and injunctive relief as may be available to
      prevent and restrain the breach of the provisions of said paragraphs. Such
      availability to obtain injunctive relief will not prevent the Company or
      Employee from pursuing any other equitable or legal relief, including the
      recovery of damages from such breach or threatened
  breach.

              


      

       

      
        	
                15.  

              	
                At-Will
      Employment.  Employee’s Employment at the Company is at
      will. This means that employment may be terminated with or without Cause
      and with or without notice at any time by either the Employee or the
      Company.  Nothing in this or any other document or statement
      shall limit the right to terminate employment at will.  No
      officer, manager, supervisor or employee of the Company has any authority
      to enter into an agreement for employment for any specified period of time
      or to make an agreement for employment other than at-will.  Only
      the CEO of the Company has the authority to make any such agreement and
      then only in a writing that expressly modifies the policy of at-will
      employment. For purposes of this Agreement, any of the following shall
      constitute “Cause”:  (i)
      willful or habitual breach of or failure to perform Employee's duties
      pursuant to the terms of this Agreement; (ii) fraud, dishonesty,
      

              


      

       

      
        Employment
Agreement: Page 4

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
         

        
          	
                    

                	
                  or
      other act of substantial misconduct in the performance of Employee’s
      duties pursuant to the terms of this Agreement, (viii) willful failure or
      refusal to comply or violation of  any policies, standards and
      regulations of Employer, as may be modified from time, (ix) conviction of
      or plea of guilty or nolo contendere to a felony or misdemeanor involving
      moral turpitude, (x) continuing failure to communicate and fully disclose
      material information to the Board of Directors, the failure of which would
      materially adversely impact the Company or may result in a violation of
      state or federal securities laws, or (xi) debarment by any federal agency
      that would limit or prohibit Employee from serving in his capacity for
      Employer under this Agreement.

                


        

         

      

      
        	
                16.  

              	
                Employment Eligibility
      Verification.  For purposes of federal immigration law,
      Employee will be required to provide to the Company documentary evidence
      of Employee’s identity and eligibility for employment in the United
      States.  Such documentation must be provided to the Company
      within three business days of the date of hire or Employee’s employment
      may be terminated.

              


      

       

      
        	
                17.  

              	
                Notification.  Employee
      authorizes the Company to notify Employee’s future employers of the terms
      of this Agreement and Employee’s responsibilities
    hereunder.

              


      

       

      
        	
                18.  

              	
                Name and Likeness
      Rights.  Employee authorizes the Company to use, reuse,
      and to grant others the right to use and reuse Employee’s name,
      photograph, likeness (including caricature), voice, and biographical
      information, and any reproduction or simulation therof, in any media now
      known or hereafter developed (including, but not limited to, film, video
      and digital or other electronic media), both during and after Employee’s
      employment with the Company, for whatever purposes the Company deems
      necessary.

              


      

       

      
        	
                19.  

              	
                Governing
      Law.  This Agreement shall be construed in accordance
      with and governed by the laws of the State of
  California.

              


      

       

      
        	
                20.  

              	
                Interpretation.  This
      Agreement shall be interpreted in accordance with the plain meaning of its
      terms and not strictly for or against either
  party.

              


      

       

      
        	
                21.  

              	
                Headings.  The
      headings of this Agreement are intended solely for the convenience of
      reference and should be given no effect in the construction or
      interpretation of this Agreement.

              


      

       

      
        	
                22.  

              	
                Entire
      Agreement.  This Agreement embodies the complete
      agreement and understanding of the parties related to his or her
      employment of the Employee by the Company, superseding any and all other
      prior or contemporaneous oral or written agreements or communications
      between the parties hereto with respect to the employment of the Employee
      by the Company, and contains all of the covenants and agreements of any
      kind whatsoever between the parties with respect to such employment. Each
      party acknowledges that no representations, inducements, promises or
      agreements, whether oral or written, express or implied, have been made by
      either party or anyone acting on behalf of any party, that are not
      incorporated herein and that no other agreement or promise not contained
      herein shall be valid or binding.

              


      

       

      
        	
                23.  

              	
                Modification.  This
      Agreement may be modified or amended only by an agreement in writing
      signed by the parties hereto.

              


      

       

      
        	
                24.  

              	
                Waiver.  The
      failure of either party to insist, in any one or more instances, upon
      performance of the terms or conditions of this Agreement shall not be
      construed as a waiver or relinquishment of any right granted under this
      Agreement or of the future performance of any such term or
      condition.

              


      

       

      
        	
                25.  

              	
                Severability.  Should
      any provision or part of this Agreement be held by a court of competent
      jurisdiction to be invalid, void or unenforceable, the remaining
      provisions and parts shall be unaffected and shall continue in full force
      and effect, and said invalid, void or unenforceable provision or part
      shall be deemed not to be part of this
  Agreement.

              


      

       

      
        Employment
Agreement: Page 5

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                26.  

              	
                No
      Partnership.  The parties agree that nothing expressed or
      implied in this Agreement shall be deemed or construed by the parties
      hereto, or by any third person, to create the relationship of principal
      and agent or of partnership or joint venture or of lessor and lessee or of
      any other association between Employee and Company other than that of
      employer and employee.

              


      

       

      
        	
                27.  

              	
                Voluntary
      Agreement.  Employee and the Company represent and agree
      that each has reviewed all aspects of this Agreement, has carefully read
      and fully understands all provisions of this Agreement, and is voluntarily
      entering into this Agreement.  Each party represents and agrees
      that such party has had the opportunity to review any and all aspects of
      this Agreement with the legal, tax or other advisor or advisors of such
      party’s choice before executing this
Agreement.

              


      

       

      
        	
                28.  

              	
                Successors and
      Assigns.  This Agreement shall be binding upon, inure to
      the benefit of, and be enforceable by and against the Employee’s heirs,
      beneficiaries and legal representatives. The rights and obligations of
      Employee may not be delegated or assigned except as expressly set forth in
      this Agreement. In the event of a sale of all or substantially all of the
      Company’s capital stock, sale of all, or substantially all of the
      Company’s assets, or consolidation or merger of the Company with or into
      another corporation, entity or individual, the Company may assign its
      rights and obligations under this Agreement to its successor-in-interest,
      and such successor-in-interest shall be deemed to have acquired all rights
      and assumed all obligations of the Company under this
      Agreement.

              


      

       

      
        	
                29.  

              	
                Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same instrument.

              


      

       

      
        	
                30.  

              	
                Alternative Dispute
      Resolution Program.  Employee understands and agrees
      that, as a condition of employment, employee will enter into an agreement,
      attached as Appendix B,
      to arbitrate all disputes arising out of or related to the termination of
      employment, as well as any unlawful discrimination, or unlawful harassment
      (including sexual harassment) claims. Only an arbitrator, not a judge or a
      jury, will hear such disputes.

              


      

       

      
        	
                31.  

              	
                Trinet. Our
      benefits, payroll, and other human resource management services are
      provided through TriNet Employer Group, Inc., a professional employer
      organization.  As a result of AdEx Media,
      Inc.’s arrangement with TriNet, TriNet will be considered your
      employer of record for these purposes and your managers here at AdEx
      Media, Inc. will be responsible for directing your work, reviewing your
      performance, setting your schedule, and otherwise directing your work at
      AdEx Media, Inc.

              


      

       

       

      


       

      
        	
                 EMPLOYEE

              	 
      	
                ADEX
      MEDIA, INC.

              
	 
      	
                By:

              	 
      
	
                Signature

              	 
      	
                Signature

              
	 
      	 
      	 
      
	
                Print
      Name

              	 
      	
                Print
      Title

              
	
                Date

              	 
      	
                Date

              


      

       

      
        Employment
Agreement: Page 6

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Appendix A

       

      Inventions

       

      Except as
set forth below, I hereby acknowledge that at this time I have no right, title,
or other interest in any invention, patent, copyright, or other such material
other than the following: (If none, so state)

       

      NONE.

       

      DATED:_______________________

       

      


       

      _______________________________

      Employee

      


       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      Appendix B

       

      Alternative
Dispute Resolution (ADR) Policy and Agreement

       

       

      
        	
                1.  

              	
                Agreement to
      Arbitrate.

              


      

       

      
        	
                1.1.  

              	
                In
      the event that any employment dispute arises between AdEx Media, Inc.
      (“Company”) and Kevin Dufficy (“Employee”), the parties involved will make
      all efforts to resolve any such dispute through informal means. If these
      informal attempts at resolution fail and if the dispute
      arises out of or is related to the parties’ Employment Agreement, the
      termination of Employee’s employment or alleged unlawful discrimination,
      including but not limited to unlawful harassment, the Company and Employee
      will submit the dispute to final and binding arbitration in San Francisco
      County, California, except as set forth in paragraph 14 of the Employment
      Agreement.

              


      

       

      
        	
                1.2.  

              	
                The
      parties expressly understand and agree that arbitration is the exclusive
      remedy for all such disputes; with respect to such disputes, no other
      action may be brought in court or any other forum (except actions to
      compel arbitration hereunder). THIS ALTERNATIVE DISPUTE
      RESOLUTION (“ADR”) AGREEMENT IS A WAIVER OF THE PARTIES’ RIGHTS TO A CIVIL
      COURT ACTION FOR A DISPUTE RELATING TO BREACH OF THE PARTIES’ EMPLOYMENT
      AGREEMENT, TERMINATION OF THAT EMPLOYMENT OR ALLEGED UNLAWFUL
      DISCRIMINATION, WHICH INCLUDES RETALIATION OR SEXUAL OR OTHER UNLAWFUL
      HARASSMENT; ONLY AN ARBITRATOR, NOT A JUDGE OR JURY, WILL DECIDE THE
      DISPUTE.

              


      

       

      
        	
                1.3.  

              	
                Employment
      disputes arising out of or related to termination of employment or alleged
      unlawful discrimination, including retaliation or sexual or other unlawful
      harassment, shall include, but not be limited to, the following: alleged
      violations of federal, state and/or local constitutions, statutes or
      regulations; claims based on any purported breach of contractual
      obligation, including breach of the covenant of good faith and fair
      dealing; and claims based on any purported breach of duty arising in tort,
      including violations of public policy. Disputes related to workers’
      compensation and unemployment insurance are not arbitrable hereunder.
      Claims for benefits covered by a separate benefit plan that provides for
      arbitration are not covered by this ADR Agreement. Also, nothing in the
      Employment Agreement or in the ADR Policy shall be construed as precluding
      Employee from filing a charge with the Equal Employment Opportunity
      Commission (“EEOC”), the National Labor Relations Board (“NLRB”) or other
      federal, state or local agencies, seeking administrative assistance in
      resolving claims. However, any claim that cannot be resolved
      administratively through such an agency shall be subject to the Employment
      Agreement and this ADR Policy and
Agreement.

              


      

       

      
        	
                2.  

              	
                Request for
      Arbitration.

              


      

       

      
        	
                2.1.  

              	
                Attempt at Informal
      Resolution of Disputes.  Prior to submission of any
      dispute to arbitration, Employee and the Company shall attempt to resolve
      the dispute informally as follows: Employee and the Company will select a
      mediator from a list provided by the Federal Mediation and Conciliation
      Service or other similar agency who will assist the parties in attempting
      to reach a settlement of the dispute. The mediator may make settlement
      suggestions to the parties but shall not have the power to impose a
      settlement upon them. If the dispute is resolved in mediation, the matter
      shall be deemed closed. If the dispute is not resolved in mediation and
      goes to the next step (binding arbitration), any proposals or compromises
      suggested by either of the parties or the mediator shall not be referred
      to in or have any bearing on the arbitration procedure. The mediator
      cannot also serve as the arbitrator in any subsequent proceeding unless
      all parties expressly agree in
writing.

              


      

       

      
        ADR
Policy and Agreement: Page 1

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                2.2.  

              	
                Arbitration
      Procedures.  The party desiring arbitration, whether
      Employee or the Company, must submit a “Request For Arbitration” in
      writing to the other party within the time period required by the law that
      applies to the claim under the applicable statute of
      limitations.  If the “Request for Arbitration” is not submitted
      in accordance with the aforementioned time limitations, the party failing
      to do so will not be able to bring that party’s claims to this or any
      other forum. The “Request for Arbitration” form must, unless otherwise
      required by law, clearly state “Request for Arbitration” at the beginning
      of the first page and include the following
  information:

              


      

       

      
        	
                (a)  

              	
                A
      factual description of the dispute in sufficient detail to advise the
      other party of the nature of the
dispute;

              


      

       

      
        	
                (b)  

              	
                The
      date on which the dispute first
arose;

              


      

       

      
        	
                (c)  

              	
                The
      names, work locations and telephone numbers of any individuals, including
      employees or supervisors, with knowledge of the dispute;
    and

              


      

       

      
        	
                (d)  

              	
                The
      relief requested by the requesting
party.

              


      

       

      The
responding party may submit counterclaim(s) in like manner in accordance with
applicable law.

       

      
        	
                2.3.  

              	
                Selection of
      Arbitrator.  All disputes will be resolved by a single
      Arbitrator, who will be mutually selected by the Company and Employee. If
      the parties cannot agree on an Arbitrator, then a list of five
      arbitrators, experienced in employment matters, shall be provided by the
      Federal Mediation and Conciliation Service. The Arbitrator will be
      selected by the parties who will alternately strike names from the list.
      The last name remaining on the list will be the Arbitrator selected to
      resolve the dispute. Upon selection, the Arbitrator shall set an
      appropriate time, date and place for the arbitration, after conferring
      with the parties to the dispute.

              


      

       

      
        	
                2.4.  

              	
                The Arbitrator’s
      Authority.  The Arbitrator shall have the following
      powers:

              


      

       

      
        	
                (a)  

              	
                To
      rule on motions regarding discovery, procedural, and evidentiary issues
      arising during the arbitration.

              


      

       

      
        	
                (b)  

              	
                To
      rule on motions to dismiss and/or motions for summary judgment applying
      the standards governing such motions under the Federal Rules of Civil
      Procedure.

              


      

       

      
        	
                (c)  

              	
                To
      issue protective orders on the motion of any party or third-party witness.
      Such protective orders may include, but are not limited to, sealing the
      record of the arbitration, in whole or in part (including discovery
      proceedings and motions, transcripts, and the decision and award), to
      protect the privacy or other constitutional or statutory rights of parties
      and/or witnesses.

              


      

       

      
        	
                (d)  

              	
                To
      determine only the issue(s) submitted to him/her. The issue(s) must be
      identifiable in the “Request for Arbitration” or counterclaim(s). Except
      as required by law, any issue(s) not identifiable in those documents is
      outside the scope of the Arbitrator’s jurisdiction and any award involving
      such issue(s), upon motion by a party, shall be
  vacated.

              


      

       

      
        	
                2.5.  

              	
                Discovery.  The
      discovery process shall proceed and be governed, consistent with the
      standards of the Federal Rules of Civil Procedure, as
    follows:

              


      

       

      
        	
                (a)  

              	
                Unless
      otherwise required by law, the parties may obtain discovery by any of the
      methods allowed under the Federal Rules of Civil
  Procedure.

              


      

       

      
        	
                (b)  

              	
                To
      the extent permitted by the Federal Arbitration Act or applicable
      California law, each party shall have the right to subpoena witnesses and
      documents during discovery and for the
  arbitration.

              


      

       

      
        	
                (c)  

              	
                All
      discovery requests shall be submitted no less than sixty (60) days
      before the hearing date.

              


      

       

      
        ADR
Policy and Agreement: Page 2

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        	
                (d)  

              	
                The
      scope of discoverable evidence shall be in accordance with Federal Rule of
      Civil Procedure 26(b)(1).

              


      

       

      
        	
                (e)  

              	
                The
      Arbitrator shall have the power to enforce the aforementioned discovery
      rights and obligations by the imposition of the same terms, conditions,
      consequences, liabilities, sanctions and penalties as can or may be
      imposed in like circumstances in a civil action by a federal court under
      the Federal Rules of Civil Procedure, except the power to order the arrest
      or imprisonment of a person.

              


      

       

      
        	
                2.6.  

              	
                Hearing
      Procedure.  The hearing shall be held at a location
      mutually agreed upon by the parties, or as determined by the Arbitrator in
      the absence of an agreement, and shall proceed according to the American
      Arbitration Association’s “National Rules for the Resolution of Employment
      Disputes” in effect at the time of the arbitration, with the following
      amendments:

              


      

       

      
        	
                (a)  

              	
                The
      Arbitrator shall rule at the outset of the arbitration on procedural
      issues that bear on whether the arbitration is allowed to
      proceed.

              


      

       

      
        	
                (b)  

              	
                Each
      party has the burden of proving each element of its claims or
      counterclaims, and each party has the burden of proving any of its
      affirmative defenses.

              


      

       

      
        	
                (c)  

              	
                In
      addition to, or in lieu of, closing argument, either party shall have the
      right to present a post-hearing brief, and the deadline for exchanging any
      post-hearing briefs shall be mutually agreed on by the parties and the
      Arbitrator, or determined by the Arbitrator in the absence of
      agreement.

              


      

       

      
        	
                2.7.  

              	
                Substantive
      Law.

              


      

       

      
        	
                (a)  

              	
                The
      parties agree that they will be afforded the identical legal, equitable,
      and statutory remedies as would be afforded them were they to bring an
      action in a court of competent
jurisdiction.

              


      

       

      
        	
                (b)  

              	
                The
      applicable substantive law shall be the law of the State of California or
      federal law. Choice of substantive law in no way affects the procedural
      aspects of the arbitration, which are exclusively governed by the
      provisions of this ADR Agreement.

              


      

       

      
        	
                2.8.  

              	
                Opinion and
      Award.  The Arbitrator shall issue a written opinion and
      award, in conformance with the following
  requirements:

              


      

       

      
        	
                (a)  

              	
                The
      opinion and award must be signed and dated by the
    Arbitrator.

              


      

       

      
        	
                (b)  

              	
                The
      Arbitrator’s opinion and award shall decide all issues
      submitted.

              


      

       

      
        	
                (c)  

              	
                The
      Arbitrator’s opinion and award shall set forth the legal principles
      supporting each part of the
opinion.

              


      

       

      
        	
                (d)  

              	
                The
      Arbitrator shall have the same authority to award remedies, damages and
      costs as provided to a judge and/or jury under parallel
      circumstances.

              


      

       

      
        	
                2.9.  

              	
                Enforcement of
      Arbitrator’s Award.  Following the issuance of the
      Arbitrator’s decision, any party may petition a court to confirm, enforce,
      correct or vacate the Arbitrator’s opinion and award under the Federal
      Arbitration Act, and/or applicable California
  law.

              


      

       

      
        	
                2.10.  

              	
                Fees and Costs.
       Unless
      otherwise required by law, fees and costs shall be allocated in the
      following manner:

              


      

       

      
        	
                (a)  

              	
                Each
      party shall be responsible for its own attorneys’ fees, except as
      otherwise provided by law for the particular claim(s) at
      issue.

              


      

       

      
        	
                (b)  

              	
                The
      parties shall share equally the cost of the arbitrator’s services, the
      facility in which the arbitration is to be held, and any similar
      costs.

              


      

       

      
        	
                (c)  

              	
                The
      parties shall share equally the cost of a court reporter to transcribe the
      arbitration proceedings. Each party shall advance the cost for said
      party’s transcript of the
proceedings.

              


      

       

      
        ADR
Policy and Agreement: Page 3

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                (d)  

              	
                Each
      party shall advance its own costs for witness fees, service and subpoena
      charges, copying, or other incidental costs that each party would bear
      during the course of a civil
lawsuit.

              


      

       

      
        	
                (e)  

              	
                Each
      party shall be responsible for its costs associated with discovery, except
      as required by law or court order.

              


      

       

      
        	
                3.  

              	
                Severability.
      Each term, clause and provision of this ADR Agreement is separate and
      independent, and should any term, clause or provision of this ADR
      Agreement be found to be invalid or unenforceable, the validity of the
      remaining terms, clauses, and provisions shall not be affected. As to
      those terms, clauses and provisions found to be invalid or unenforceable,
      they shall be replaced with valid and enforceable terms, clauses or
      provisions or shall be modified, in order to achieve, to the fullest
      extent possible, the economic, business and other purposes of the invalid
      or unenforceable terms, clauses or
provisions.

              


      

       

      
        	
                EMPLOYEE

              	 
      	
                ADEX
      MEDIA, INC.

              
	 
      	
                By:

              	 
      
	
                Signature

              	 
      	
                Signature

              
	 
      	 
      	 
      
	
                Print
      Name

              	 
      	
                Print
      Title

              
	
                Date

              	 
      	
                Date

              


      

       

      


      
        ADR
Policy and Agreement: Page 4