f8k081808ex10iv_adex.htm


    Exhibit 10.4

    
      ADEX MEDIA,
INC.

       

      EMPLOYMENT
AGREEMENT

       

       

      This
Employment Agreement (“Agreement”) by and between AdEx Media, Inc., a Delaware
corporation (“Employer”) and Dennis C. Hefter, an individual (“Employee”), is
effective as of August 12, 2008 (“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 Division Manager of Digital Instructor, LLC (or new Company
      subsidiary) at the Boulder, Colorado office, and shall perform the
      functions and responsibilities of that position.  The initial
      responsibilities will include day to day management and operations of the
      Digital Instructor business.  The Company may assign additional
      or different duties to Employee and Employee’s position, 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 or any subsidiary of 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 annualized amount of $280,000
      payable on a semi-monthly 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 Board of Directors, Employee will be granted standard-form
      options to purchase 400,000 shares of the Company’s Common Stock pursuant
      to the Company’s stock option plan (the “Options”) that will vest over
      four years. One fourth of the total Option amount shall vest upon the
      completion of twelve months of employment. The remaining Options shall
      vest pro-rata on a monthly basis 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 three (3) weeks of vacation each
      year.  Employee shall be entitled to receive all benefits to
      which senior management of the Company are eligible, in accordance with
      any eligibility requirements, policies, or procedures applicable to senior
      management of the Company adopted 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; provided however,
      that Employee shall be given credit for his length of employment with his
      previous employer in an amount at least equal to the minimum required for
      eligibility for such benefits based on length of employment. 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.

              


      

       

       

      
        
          
          

        

        
          Employment
Agreement: Page 1

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                3.4.  

              	
                Total
      Compensation.  Employee agrees that the compensation
      stated in this Agreement 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.

              


      

       

       

      
        	
                4.  

              	
                Company
      Policies.  Employee agrees to abide by the Company’s
      written and/or disclosed policies, practices and procedures, 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.  The parties agree that
      this Section 5 is not intended to prohibit Employee from using in the
      course of his employment with the Company or disclosing to the Company any
      confidential, proprietary or trade secret information of Digital
      Instructor, LLC or any subsidiary
  thereof.

              


      

       

       

      
        	
                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 his 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 and
      which Employee has reason to know could relate to the current or future
      systems, products, computer programs, software, software codes, apparatus,
      operations or business of 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.

              


      

       

       

       

      
        
          
          

        

        
          Employment
Agreement: Page 2

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                8.  

              	
                Assignment
      of Inventions.  Except as excluded by paragraph 9, Employee hereby
      assigns and agrees that any and all inventions, discoveries, ideas 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 demonstrably anticipates
      research or development (the “Inventions”), 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 as well as any modifications or improvements thereto that
      may be made and all worldwide trade secrets, patents, copyrights, 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 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.

              


      

       

       

       

      
        
          
          

        

        
          Employment
Agreement: Page 3

          
            

          

        

        
          
          

        

      

       

       

      
        	
                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.

              


      

       

       

      
        	
                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 or purchased from
      Digital Instructor, LLC and its subsidiaries, which the Company intends
      for Employee to use in the performance of his duties
      hereunder.  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.

              


      

       

       

      
        
          
          

        

        
          Employment
Agreement: Page 4

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                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.

              


      

       

       

      
        	
                16.  

              	
                Earn-Out;
      Termination For Cause.  Pursuant to Section 2.2.4(b) of
      that certain Membership Interest Purchase Agreement by and among the
      selling members of Digital Instructor, LLC and the Company, dated
      ______(the “Purchase Agreement”), the Company shall have no obligation to
      pay the Earn Out (as defined in the Purchase Agreement) in the event that
      the Company terminates Employee for Cause during the Earn Out Period (as
      defined in the Purchase Agreement).  For purposes of this
      Agreement and the Purchase Agreement, any of the following shall
      constitute “Cause”:  (i)
      habitual or continual breach of or failure to perform Employee's duties
      pursuant to the terms of this Agreement following written notice of same
      by the Company; (ii) fraud, dishonesty, deliberate injury or intentional
      material misrepresentation by Employee to the Company or any third party
      in which the Company has an interest; (iii) embezzlement, theft or
      conversion by Employee; (iv) unauthorized disclosure or other unauthorized
      use of the Company's trade secrets, customer lists or confidential
      information; (v) habitual misuse of alcohol or any controlled substance or
      intoxicant; (vi) willful misconduct that causes material harm to the
      Company, (vii) fraud, dishonesty, 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
      lawful policies, standards and regulations of the Company, as may be
      modified from time and disclosed to Employee in writing, (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 of the Company
      following written notice of same by the Company, 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 the Company under this Agreement.  For the avoidance of
      doubt, nothing in this or any other agreement shall be deemed to limit the
      at-will nature of the employment relationship between Employee and the
      Company.

              


      

       

       

      
        	
                17.  

              	
                Effect
      of Termination.  In the event that Employee’s employment
      is terminated for any reason, the Company will pay Employee any authorized
      business expenses that were incurred but not reimbursed as the date of
      termination, any accrued but unused vacation or personal leave consistent
      with the Company’s vacation or personal leave policy, and such additional
      compensation as may be due to Employee under any policy of the Company to
      which Employee is subject at the time of such
      termination.

              


      

       

       

      
        	
                18.  

              	
                Termination
      by Employee or by the Company Relating to
      Relocation.  The Company agrees not to (a) relocate the
      present office of Digital Instructor LLC or (b) request or require
      Employee to relocate more than 15 miles from the present office of Digital
      Instructor LLC in Boulder, Colorado (either a “Relocation”) during the
      Earn Out Period.  In the event that the Company breaches this
      Section 18 or terminates Employee’s employment due to Employee’s refusal
      to Relocate at any time during his employment with the Company, such
      breach or termination will be deemed to be a termination by the Company
      without Cause as defined in Section
16.

              


      

       

       

      
        
          
          

        

        
          Employment
Agreement: Page 5

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                19.  

              	
                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.

              


      

       

       

      
        	
                20.  

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

              


      

       

       

      
        	
                21.  

              	
                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 thereof, 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 business-related purposes the
      Company deems necessary.

              


      

       

       

      
        	
                22.  

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

              


      

       

       

      
        	
                23.  

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

              


      

       

       

      
        	
                24.  

              	
                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.

              


      

       

       

      
        	
                25.  

              	
                Entire
      Agreement.  This Agreement, the Option Agreement, the
      Membership Interest Purchase Agreement and the Lockup Agreement embody 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.

              


      

       

       

      
        	
                26.  

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

              


      

       

       

      
        	
                27.  

              	
                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.

              


      

       

       

      
        	
                28.  

              	
                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.

              


      

       

       

      
        	
                29.  

              	
                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.

              


      

       

       

      
        	
                30.  

              	
                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.

              


      

       

       

      
        
          
          

        

        
          Employment
Agreement: Page 6

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                31.  

              	
                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.

              


      

       

       

      
        	
                32.  

              	
                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.

              


      

       

       

      
        	
                33.  

              	
                Indemnification.  The
      Company will indemnify, defend and hold harmless Employee and his heirs,
      representatives and assigns (each such person being an “Indemnified
      Party”) from and against any and all losses, claims, damages,
      judgments, assessments, costs (including reasonable attorneys' fees and
      amounts paid in settlement, if such settlement is approved by the Company)
      and other liabilities, joint or several (“Liabilities”) in connection with
      any action, suit or proceeding, civil or criminal, to which Employee (a)
      may be made a party or with which Employee shall be threatened, by reason
      of Employee being or having been an employee of the Company, or (b) may
      become subject under any applicable federal or state law, rule or
      regulation, or otherwise relating to the business of the Company. For the
      avoidance of doubt, the Company will pay any and all reasonable fees and
      expenses (including reasonable counsel fees and expenses) as they are
      incurred by an Indemnified Party in connection with the investigation of,
      preparation for, or defense of any pending or threatened claim or action,
      unless Employee has been determined to have been grossly
      negligent.  In the event of any such determination of gross
      negligence, Employee shall, within thirty (30) days of such determination,
      reimburse the Company for any and all fees, costs or expenses paid by the
      Company pursuant to this Section 33 in respect of Employee’s investigation
      of, preparation for or defense of such
  claim(s).

              


      

       

       

       

       

      
        	
                 EMPLOYEE

              	 
      	
                ADEX
      MEDIA, INC.

              
	 
      	
                By: 
      :

              	 
      
	
                Signature

              	 
      	
                Signature

              
	
                Dennis
      C. Hefter

              	 
      	 
      
	
                Print
      Name

              	 
      	
                Print
      Title

              
	
                Date

              	 
      	
                Date

              


      

       

       

       

       

      
        
          
          

        

        
          Employment
Agreement: Page 7

          
            

          

        

        
          
          

        

      

       

       

       

      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