WARRANT TO PURCHASE COMMON STOCK OF ADEX MEDIA, INC

Exhibit 10.3

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS.  THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AN AGREEMENT BETWEEN THE HOLDER AND THE CORPORATION, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

1.   Exercise .

1.1   Manner of Exercise . Pursuant to the terms and conditions set forth in this Warrant, the Holder may exercise this Warrant at any time during the Exercise Period, at the option of the Holder, upon surrender of this Warrant to the Company together with a duly completed Notice of Exercise, in the form attached hereto as Exhibit B , and payment of an amount equal to the Exercise Price multiplied by the number of Warrant Shares to be exercised.  Subject to Section 1.2 , in the case of exercise of less than all the Warrant Shares represented by this Warrant, the Company shall cancel this Warrant upon the surrender thereof and shall execute and deliver a new warrant for the balance of such Warrant Shares.

1.2   Mandatory Exercise . At the option of the Company, this Warrant shall automatically be deemed to have been exercised fifteen trading days after delivery to the Holder of written notice of such deemed exercise; provided, that the volume-weighted average closing price of the Company’s Common Stock over the ten trading days immediately preceding the date of such notice is at least $2.50 per share.  Notwithstanding the foregoing, if such deemed exercise would cause any Holder’s beneficial ownership, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), of Common Stock to exceed 4.99% of the Company’s Common Stock outstanding, then the amount of such Holder’s Warrant that will be deemed to have been exercised shall be reduced such that such Holder’s beneficial ownership would not exceed 4.99%.  In order to facilitate the automatic conversion of this Warrant, the Holder acknowledges that the Company will hold this Warrant on behalf of the Holder until the expiration of the Exercise Period.

1.3   Effective Time of Exercise .  Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1.1 above.  At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 1.4 below shall be deemed to have become the holder or holders of record of the Warrant Shares for which this Warrant has been exercised.

1.4   Delivery to Holder .  As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within twenty days thereafter, the Company will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

1.5   a certificate or certificates for the Warrant Shares to which such Holder shall be entitled, and

1.6   in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Holder upon such exercise.

2.   Exercise Period .  The “ Exercise Period ” means a period beginning on the date of issuance and ending on the fifth anniversary thereof, or if such ending date shall be a holiday or a day on which banks are authorized to close, then the next following date which is not a holiday or a day on which banks are not authorized to close (the “ Termination Date ”).  If the Holder does not exercise this Warrant with respect to all Warrant Shares during the Exercise Period, if any, this Warrant will automatically expire on the Termination Date.

3.   Agreement of Holder .  The Holder acknowledges that this Warrant and the Warrant Shares represented by this Warrant have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) or any applicable state securities laws and accordingly that they will not be transferred or sold except pursuant to (i) an effective registration statement or qualification under the Securities Act or any applicable state securities law, or (ii) an opinion of counsel, satisfactory to the Company and Company’s counsel, that such registration and qualification are not required.

4.   Loss or Mutilation .  Upon receipt by the Company of reasonable evidence of the ownership of and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or, in the case of mutilation, upon surrender and cancellation of the mutilated Warrant, the Company shall execute and deliver in lieu thereof a new warrant representing an equal number of Warrant Shares.

5.   Adjustment of Exercise Price and Number of Warrant Shares .  The number and kind of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

5.1   Splits, Combinations, Reclassifications .  If, during the Exercise Period, the Company (i) pays a dividend in shares of the Warrant Shares or makes a distribution in Warrant Shares to the holders of the outstanding shares of Warrant Shares, (ii) subdivides its outstanding shares of Warrant Shares through stock split or otherwise, (iii) combines its outstanding shares of Warrant Shares into a smaller number of shares of Warrant Shares, or (iv) issues by reclassification of the Warrant Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) other securities of the Company, then the number and/or nature of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which Holder would have owned or have been entitled to receive after the happening of any of the events described above, had this Warrant been exercised immediately prior to the effective date of such event or any record date with respect thereto.  Upon each adjustment in the number of Warrant Shares purchasable hereunder pursuant to this Section  5.1 , the Exercise Price shall be proportionately increased or decreased, as the case may be, in a manner that is the inverse of the manner in which the number of Warrant Shares purchasable hereunder shall be adjusted, as determined in good faith by the Board of Directors of the Company.

5.2   Dilutive Issuances .

5.2.1   Adjustment of Exercise Price . If, at any time during the period beginning on the date of issuance and ending six months thereafter, the Company closes on the sale or