ADEX MEDIA, INC. EMPLOYEE STOCK OPTION PLAN

1.  

Notice of Option Grant .  The undersigned (the “ Optionee ”) has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Name of Optionee:

Address of Optionee:

Date of Grant:

Exercise Price Per Share:

$

Total Number of Shares Granted:

Total Exercise Price:

$

Type of Option:

Incentive Stock Option

Nonstatutory Stock Option

Term/Expiration Date:

1.1.  

Vesting Schedule :  This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

1.2.  

Termination Period :  Except as otherwise provided herein, Optionee may not exercise this Option unless the Optionee, at the time he or she wishes to exercise the Option, is and has at all times since the Date of Grant been, an employee, officer, director, consultant, or advisor to the Company (an “ Eligible Participant ”).  If Optionee ceases to be an Eligible Participant for any reason other than Optionee’s death or Disability, this Option shall be exercisable for three months after Optionee ceases to provide services to the Company. Upon Optionee’s death or Disability, this Option may be exercised for six months after Optionee ceases to provide services to the Company. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.

2.  

Agreement .

2.1.  

Grant of Option . The Company hereby grants to the Optionee named in the above Notice of Option Grant (the “ Optionee ”), an option (the “ Option ”) to purchase the number of Shares set forth in the above Notice of Option Grant, at the exercise price per share set forth in the above Notice of Option Grant (the “ Exercise Price ”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference.  In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.  If designated in the above Notice of Option Grant as an Incentive Stock Option (“ ISO ”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.

2.2.  

Exercise of Option .

(a)  

Right to Exercise . This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the above Notice of Option Grant and with the applicable provisions of the Plan and this Option Agreement.

(b)  

Method of Exercise . This Option shall be exercisable by delivery of an exercise notice in the form attached as EXHIBIT A (the “ Exercise Notice ”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Shares with respect to which the Option is being exercised. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.  No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with applicable laws.  Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

2.3.  

Optionee’s Representations . In the event the Shares have not been registered under the Securities Act at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as EXHIBIT B .

2.4.  

Market Standoff . Each Optionee, if so requested by the Company or any representative of the underwriters in connection with any registration of the offering of any securities of the Company under the Securities Act shall not sell or otherwise transfer any Shares of the Company during the 180-day period following the effective date of a registration statement of the Company filed under the Securities Act. Company may impose stop-transfer instructions with respect to securities subject to the foregoing restriction until the end of such 180-day period.

2.5.  

Method of Payment . Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a)  

cash or check;

(b)  

consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

(c)  

surrender of other shares of Common Stock which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been owned by the Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the exercised shares.

2.6.  

Restrictions on Exercise . This Option may not be exercised until such time as the Plan has been approved by the shareholders of the Company, or if the issuance of Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable law.

2.7.  

Non-transferability of Option . This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

2.8.  

Term of Option . This Option may be exercised only within the term set out in the above Notice of Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

2.9.  

Securities Law Compliance . Notwithstanding anything to the contrary contained herein, Optionee may not exercise the Option unless the Shares issuable upon such exercise are then registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of Optionee’s Option must also comply with other applicable laws and regulations governing such Option, and Optionee may not exercise such Option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

2.10.  

Tax Obligations .

(a)  

Withholding Taxes . Optionee agrees to make appropriate arrangements with the Company for the satisfaction of all federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(b)  

Notice of Disqualifying Disposition of ISO Shares . If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

2.11.  

Entire Agreement; Governing Law . The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be