f8k072108ex10ii_adex.htm


    Exhibit
10.2

     

    PROMISSORY
NOTE

     

    
      	
              $60,000.00

               

            	
               Mountain View,
      California

              July 21,
      2008

            


    

     

    FOR VALUE
RECEIVED, the undersigned, AdEx
Media, Inc., a Delaware corporation, with a principal place of business
at 883 North Shoreline Blvd. #A200, Mountain View, California 94043 (the “Maker”), promises to
pay to Wei-Ching Wu, an
individual residing at 2477 W. Lincoln Avenue #91, Anaheim, CA 92801 (the “Holder”), at such
place as the Holder may designate, the principal sum of Sixty Thousand Dollars
($60,000.00) without interest thereon.  This promissory note (the
“Note”) is
being delivered by Maker to Holder in partial consideration for Maker’s purchase
of the Purchased Assets pursuant to the terms of that certain Asset Purchase
Agreement (the “Purchase Agreement”),
dated July 21, 2008, by and between Maker and VibrantAds, LLC, a California
corporation, of which Holder is the sole selling member. Capitalized terms
herein not otherwise defined shall have the meanings ascribed to them in the
Purchase Agreement.

    


    1.    The
Note.  The principal balance of the Note, which is outstanding
and unpaid from time to time, is referred to as the “Principal
Amount.”

     

    2.    Payment.  The
outstanding Principal Amount hereunder shall be due and payable on the earlier
of (i) twelve (12) months from the Closing Date (“Maturity Date”) or
(ii) when such amount is declared due and payable by the Holder upon or after
the occurrence of an Acceleration Event (as defined below). If such date falls
on a Saturday, Sunday or a holiday, then such payment shall be made on the next
succeeding Business Day, as such term is defined in the Purchase
Agreement.  All amounts payable hereunder shall be paid by Maker in
lawful money of the United States and in same day or immediately available
funds.

     

    3.    Acceleration Events.
This Note shall be subject to prepayment in advance of the Maturity Date, at the
option of the Holder, upon the occurrence of any of the following events (each
an “Acceleration
Event”): (i)  the filing by Maker of a petition in bankruptcy,
either voluntary or involuntary, a petition for reorganization arrangement or
other relief under the United States Bankruptcy Act, a voluntary petition for
the appointment of a receiver or comparable relief from creditors under the laws
of any State; or (ii) the adjudication of Maker as a bankrupt or insolvent, the
appointment of a receiver of all or substantially all of Maker's assets, or the
entry of an order of the reorganization of Maker under the United States
Bankruptcy Act, if such adjudication, order, or appointment is made upon a
petition filed against Maker and is not, within sixty (60) days after it is
made, vacated or stayed on appeal or otherwise or if Maker by any action or
failure to act signifies its approval or consent to the order, appointment or
petition.  If any of the foregoing Acceleration Events occur, Holder
may at any time at Holder’s option, upon written notice to Maker, declare the
entire Principal Amount to be due and payable immediately.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    4.    Cancellation on Termination
For Cause.  In the event that Holder’s employment with Maker is
terminated For Cause prior to the Maturity Date, this Note shall be cancelled
without further obligation by Maker, and Holder agrees to in such case forever
release and discharge Maker of any and all of its obligations under the Note,
including any obligation to pay principal, interest or other
amounts.  For purposes of this Section, a termination “For Cause” shall
mean: (a) Holder’s willful failure or refusal to comply with the policies,
standards, and regulations of Maker from time to time established and disclosed
to Holder; (b) Holder’s fraud, dishonesty, or other act of substantial
misconduct in the performance of his duties on behalf of Maker; or (c) Holder’s
breach of or failure to perform any of the provisions of the Employment
Agreement and/or Proprietary Information and Inventions Agreement by and between
Holder and Maker.

     

    5.    Prepayment.  Maker
may prepay this Note in whole or in part at any time without
penalty.

     

    6.    Governing
Law.  This Note is delivered in the State of California and
shall be governed by and construed in accordance with the laws of the State of
California without reference to its choice of law rules.

     

    7.    Severability.  If
for any reason one or more of the provisions of this Note or their application
to any person or circumstances shall be held to be invalid, illegal or
unenforceable in any respect or to any extent, such provisions shall
nevertheless remain valid, legal and enforceable in all such other respects and
to such extent as may be permissible.  In addition, any such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained therein.

     

    8.    Successors and Assigns;
Transferability.  This Note inures to the benefit of Holder and
binds Maker and its respective successors and assigns.  The Holder may
not assign this Note without the consent of Maker.  Any transfer in
violation of this provision shall be void ab initio. Unless and until Maker
receives a notice of an assignment, Maker shall recognize the Holder as holder
of the Note and shall not be liable for any payment made to Holder instead of
any assignee of the Note.  Following receipt of notice of an
assignment of the Note and upon consent thereto, Maker shall recognize the
assignee as Holder for all purposes under this Note.

     

    9.    Captions.  The
captions or headings of the paragraphs in this Note are for convenience only and
shall not control or affect the meaning or construction of any of the terms or
provisions of this Note.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    10.   Notice and Acknowledgment of
Representative.  All notices and other communications required
or permitted hereunder shall be in writing and shall delivered to the address
listed above.

     

      IN WITNESS WHEREOF,
Maker has executed this Note effective as of the date first written
above.

    


    ADEX
MEDIA, INC.

     

     

    By:           /s/ 
Scott
Rewick             

       

    

    Title:        Chief Executive Officer        

       

    

     

     

     

    10652216.5