Item 1.02. Termination of Material Definitive Agreement.

On October 16, 2009, AdEx Media, Inc. (the "Company") delivered the remaining balance on a Senior Secured Promissory Note dated March 6, 2009 (the "Note") to Digial Equity Partners, the holder of the Note (the "Holder"). Pursuant to the terms of a Security Agreement dated August 12, 2008 by and between the Company and the Holder, as amended by that certain Agreement dated March 6, 2009 (the "Security Agreement"), the indebtedness evidenced by the Note was secured by certain membership interest in Digital Instructor, LLC and the proceeds therefrom (the "Collateral").

As a result of the repayment, all indebtedness evidenced by the Note has been paid in full. Accordingly, as a result of the completion of Company's obligations under the Note the Holder's security interest in the Collateral and the Security Agreement were terminated on October 16, 2009.

The Security Agreement dated August 12, 2008 is described in and was filed as an exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on August 18, 2008. The Note and the Agreement dated March 6, 2009 were described and filed as exhibits to Company's Current Report on Form 8-K filed with SEC on March 12, 2009.

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