Exhibit
      10.5

    


    SECURITY
      AGREEMENT

     

    This
      Security Agreement (the “Agreement”), dated as of July __, 2008, is entered into
      by and between Boomj, Inc., a Nevada corporation (“Parent”), Boomj.com, Inc., a
      Nevada corporation (“Guarantor” and together with Parent, each a “Debtor” and
      collectively the “Debtors”), and John M. Carmack, Esq., as collateral agent
      acting in the manner and to the extent described in the Collateral Agent
      Agreement defined below (the “Collateral Agent”), for the benefit of the parties
      identified on Schedule
      A
      hereto
      (collectively, the “Lenders”).

    


    1. Recitals.

    


    1.1 The
      Guarantor is the wholly-owned subsidiary of the Parent. The Guarantor conducts
      substantially all of the operations of the Parent.

    


    1.2 Prior
      to
      the date of this Agreement, certain Lenders identified on Schedule A as the
      “Initial Lenders” made loans to the Debtors in the amounts set forth on Schedule
      A (collectively, the “Prior Loans”), which Prior Loans were secured pursuant to
      a Security Agreement (the “Initial Security Agreement”). Substantially all of
      the funds provided to Parent by the Initial Lenders from the Prior Loans were
      transferred by the Parent to the Guarantor for use by Guarantor in its
      operations. 

    


    1.3 As
      contemplated by the transactions between the Debtors and the Initial Lenders,
      the Parent is now obtaining additional loans from new lenders (the “New
      Lenders”). The names of each New Lender, and the amount of the loan made by each
      New Lender, is set forth on Schedule A attached hereto.

    


    1.4. The
      Initial Lenders hereby intend to amend and replace the Prior Security Agreement
      with this Agreement and intend to become parties to and be granted the rights
      and benefits of this Agreement, the intention being that this Agreement
      supersedes the Initial Security Agreement.

    


    1.5 Concurrently
      with the execution of this Agreement (and for up to 20 days thereafter), the
      New
      Lenders are, and/or will be, extending additional loans to the Parent in the
      aggregate amount of up to a maximum of $2,500,000 (the “July Loans”).
      Substantially all of the net proceeds received by the Parent from the July
      Loans
      will be transferred by the Parent to the Guarantor for use by Guarantor in
      its
      operations.

    


    1.6 Concurrently
      with the execution of this Agreement, the Guarantor is executing and delivering
      that certain Guaranty (the “Guaranty”) in order to guaranty and act as surety
      for the payment of the July Loans.

    


    1.7 In
      order
      to induce the New Lenders to extend the July Loans, the Initial Lenders and
      each
      Debtor has agreed to execute and deliver a security agreement and to grant
      the
      New Lenders, pari
      passu
      with
      each other Lender, a perfected security interest in certain property of each
      such Debtor to secure the prompt payment, performance and discharge in full
      of
      all of the Parent’s obligations under the Notes and the other Debtor’s
      obligations under the Guaranty. 

    


    NOW,
      THEREFORE, in consideration of the agreements herein contained and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:

     

    Security
      Agreement


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    


    2. Definitions.

    


    In
      addition to the terms defined elsewhere in this Agreement, (i) capitalized
      terms
      not otherwise defined herein shall have the meanings set forth in the
      Subscription Agreement and (ii) the following terms have the meanings indicated
      in this Section 2 below:

    


    2.1 The
      following defined terms which are defined in the Uniform Commercial Code in
      effect in the State of Nevada on the date hereof are used herein as so defined:
      Accounts, Chattel Paper, Documents, Equipment, General Intangibles, Instruments,
      Inventory and Proceeds.

    


    2.2 “Subscription
      Agreement” shall mean (i) the Secured Convertible Promissory Note and Warrant
      Purchase Agreement entered into on December 28, 2007, (ii) the Amended and
      Restated Secured Convertible Promissory Note and Warrant Purchase Agreement
      entered into in January and February 2008, and (iii) the Subscription Agreement
      executed by the New Lenders.

    


    2.3 “Note”
      and “Notes” shall mean, individually and collectively, the (i) 12% Secured
      Convertible Promissory Notes, dated December 28, 2007, (ii) 12% Secured
      Convertible Promissory Notes, dated January and February 2008, and (iii) the
      Secured Convertible Notes, dated as of the date of this Agreement.

    


    2.4 “Lenders”
      shall mean the Initial Lenders and the New Lenders, all of whom are listed
      on
      Schedule A.

    


    2.5 “Obligations”
      shall mean all of the obligations
      of the Debtors under the Notes and all other sums due from Debtors to Lenders
      arising under the Transaction Documents (as defined in the Subscription
      Agreements) and any other agreement between or among them relating
      thereto.

    


    2.6 “Collateral
      Agent Agreement” shall mean the agreement between the Lenders, the Parent and
      the Collateral Agent, dated as of the date of this Agreement.

    


    3. Grant
      of General Security Interest in Collateral.

    


    3.1  As
      security for the Obligations of Debtors, each Debtor hereby grants the
      Collateral Agent, for the benefit of the Lenders, a security interest in the
      Collateral.

    


    3.2  “Collateral”
      shall mean all of the following property of Debtors:

    


    (A) All
      now
      owned and hereafter acquired right, title and interest of Debtors in, to and
      in
      respect of all Accounts, Goods, real or personal property, all present and
      future books and records relating to the foregoing and all products and Proceeds
      of the foregoing, and as set forth below:

    


    (i) All
      now
      owned and hereafter acquired right, title and interest of Debtors in, to and
      in
      respect of all: Accounts, interests in goods represented by Accounts, returned,
      reclaimed or repossessed goods with respect thereto and rights as an unpaid
      vendor; contract rights; Chattel Paper; investment property; General Intangibles
      (including but not limited to, tax and duty claims and refunds, any registered
      and unregistered patents, trademarks, service marks, certificates, copyrights
      trade names, applications for the foregoing, trade secrets, goodwill, processes,
      drawings, blueprints, customer lists, licenses, whether as licensor or licensee,
      chooses in action and other claims, and existing and future leasehold interests
      in equipment, real estate and fixtures); Documents; Instruments; letters of
      credit, bankers’ acceptances or guaranties; cash moneys, deposits; securities,
      bank accounts, deposit accounts, credits and other property now or hereafter
      owned or held in any capacity by Debtors, as well as agreements or property
      securing or relating to any of the items referred to above;

     

    Security
      Agreement

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    


    (ii) Goods:
      All now
      owned and hereafter acquired right, title and interest of Debtors in, to and
      in
      respect of goods, including, but not limited to:

    


    (a) All
      Inventory, wherever located, whether now owned or hereafter acquired, of
      whatever kind, nature or description, including all raw materials,
      work-in-process, finished goods, and materials to be used or consumed in
      Debtors’ business; finished goods, timber cut or to be cut, oil, gas,
      hydrocarbons, and minerals extracted or to be extracted, and all names or marks
      affixed to or to be affixed thereto for purposes of selling same by the seller,
      manufacturer, lessor or licensor thereof and all Inventory which may be returned
      to any Debtor by its customers or repossessed by any Debtor and all of Debtors’
right, title and interest in and to the foregoing (including all of a Debtor’s
      rights as a seller of goods);

    


    (b) All
      Equipment and fixtures, wherever located, whether now owned or hereafter
      acquired, including, without limitation, all machinery, furniture and fixtures,
      and any and all additions, substitutions, replacements (including spare parts),
      and accessions thereof and thereto (including, but not limited to Debtors’
rights to acquire any of the foregoing, whether by exercise of a purchase option
      or otherwise);

    


    (iii) Property:
      All now
      owned and hereafter acquired right, title and interests of Debtors in, to and
      in
      respect of any other personal property in or upon which a Debtor has or may
      hereafter have a security interest, lien or right of setoff; 

    


    (iv) Books
      and Records:
      All
      present and future books and records relating to any of the above including,
      without limitation, all computer programs, printed output and computer readable
      data in the possession or control of the Debtors, any computer service bureau
      or
      other third party; and

    


    (v) Products
      and Proceeds:
      All
      products and Proceeds of the foregoing in whatever form and wherever located,
      including, without limitation, all insurance proceeds and all claims against
      third parties for loss or destruction of or damage to any of the
      foregoing.

    


    (B) All
      now
      owned and hereafter acquired right, title and interest of Debtors in, to and
      in
      respect of the following:

    


    (i) the
      shares of stock, partnership interests, member interests or other equity
      interests at any time and from time to time acquired by Debtor of any and all
      entities now or hereafter existing including Subsidiaries (such entities, being
      hereinafter referred to collectively as the "Pledged
      Issuers")
      including but not limited to, 100% of the equity ownership of each Pledged
      Issuer, the certificates representing such shares, partnership interests, member
      interests or other interests, all options and other rights, contractual or
      otherwise, in respect thereof and all dividends, distributions, cash,
      instruments, investment property and other property from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of such shares, partnership interests, member interests or other
      interests;

     

    (ii) all
      additional shares of stock, partnership interests, member interests or other
      equity interests from time to time acquired by Debtor, of any Pledged Issuer,
      the certificates representing such additional shares, all options and other
      rights, contractual or otherwise, in respect thereof and all dividends,
      distributions, cash, instruments, investment property and other property from
      time to time received, receivable or otherwise distributed in respect of or
      in
      exchange for any or all of such additional shares, interests or equity; and
      

    


    Security Agreement

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    Exhibit
      10.5

    


    (iii) all
      security entitlements of Debtor in, and all Proceeds of any and all of the
      foregoing in each case, whether now owned or hereafter acquired by Debtor and
      howsoever its interest therein may arise or appear (whether by ownership,
      security interest, lien, claim or otherwise).

    


    3.3 The
      Collateral Agent is hereby specifically authorized, after the Maturity Date
      (defined in the Notes) accelerated, or after the occurrence of an Event of
      Default (as defined herein) and the expiration of any applicable cure period,
      to
      transfer any Collateral into the name of the Collateral Agent and to take any
      and all action deemed advisable to the Collateral Agent to remove any transfer
      restrictions affecting the Collateral.

    


    4. Perfection
      of Security Interest.

    


    4.1 Each
      Debtor shall prepare, execute and deliver to the Collateral Agent UCC-1
      Financing Statements. The Collateral Agent is instructed to prepare and file
      at
      each Debtor’s cost and expense, financing statements in such jurisdictions
      deemed advisable to the Collateral Agent, including but not limited to the
      State
      of Nevada. The Financing Statements are deemed to have been filed for the
      benefit of the Collateral Agent and Lenders identified on Schedule A
      hereto.

    


    4.2 Upon
      the
      execution of this Agreement, Parent shall deliver to Collateral Agent stock
      certificates representing all of the shares of outstanding capital stock of
      the
      Guarantor. All such certificates shall be held by or on behalf of Collateral
      Agent pursuant hereto and shall be delivered in suitable form for transfer
      by
      delivery, or shall be accompanied by duly executed instruments of transfer
      or
      assignment or undated stock powers executed in blank, all in form and substance
      satisfactory to Collateral Agent. 

     

    4.3 
      All
      certificates and instruments constituting Collateral from time to time required
      to be pledged to Collateral Agent pursuant to the terms hereof (the “Additional
      Collateral”) shall be delivered to Collateral Agent promptly upon receipt
      thereof by or on behalf of Debtors. All such certificates and instruments shall
      be held by or on behalf of Collateral Agent pursuant hereto and shall be
      delivered in suitable form for transfer by delivery, or shall be accompanied
      by
      duly executed instruments of transfer or assignment or undated stock powers
      executed in blank, all in form and substance satisfactory to Collateral Agent.
      If any Collateral consists of uncertificated securities, unless the immediately
      following sentence is applicable thereto, Debtors shall cause Collateral Agent
      (or its custodian, nominee or other designee) to become the registered holder
      thereof, or cause each issuer of such securities to agree that it will comply
      with instructions originated by Collateral Agent with respect to such securities
      without further consent by Debtors. If any Collateral consists of security
      entitlements, Debtors shall transfer such security entitlements to Collateral
      Agent (or its custodian, nominee or other designee) or cause the applicable
      securities intermediary to agree that it will comply with entitlement orders
      by
      Collateral Agent without further consent by Debtors. 

     

    4.4 Within
      five (5) business days after the receipt by a Debtor of any Additional
      Collateral, a Pledge Amendment, duly executed by such Debtor, in substantially
      the form of Annex I hereto (a “Pledge Amendment”), shall be delivered to
      Collateral Agent in respect of the Additional Collateral to be pledged pursuant
      to this Agreement. Each Debtor hereby authorizes Collateral Agent to attach
      each
      Pledge Amendment to this Agreement and agrees that all certificates or
      instruments listed on any Pledge Amendment delivered to Collateral Agent shall
      for all purposes hereunder constitute Collateral.

     

    Security Agreement

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    


    
      4.5 If
        Debtor
        shall receive, by virtue of Debtor being or having been an owner of any
        Collateral, any (i) stock certificate (including, without limitation, any
        certificate representing a stock dividend or distribution in connection with
        any
        increase or reduction of capital, reclassification, merger, consolidation,
        sale
        of assets, combination of shares, stock split, spin-off or split-off),
        promissory note or other instrument, (ii) option or right, whether as an
        addition to, substitution for, or in exchange for, any Collateral, or otherwise,
        (iii) dividends payable in cash (except such dividends permitted to be retained
        by Debtor pursuant to Section 5.2 hereof) or in securities or other property
        or
        (iv) dividends or other distributions in connection with a partial or total
        liquidation or dissolution or in connection with a reduction of capital,
        capital
        surplus or paid-in surplus, Debtor shall receive such stock certificate,
        promissory note, instrument, option, right, payment or distribution in trust
        for
        the benefit of Collateral Agent, shall segregate it from Debtor’s other property
        and shall deliver it forthwith to Collateral Agent, in the exact form received,
        with any necessary endorsement and/or appropriate stock powers duly executed
        in
        blank, to be held by Collateral Agent as Collateral and as further collateral
        security for the Obligations.

       

    

    5. Distribution.

    


    5.1 So
      long
      as an Event of Default does not exist, Debtors shall be entitled to exercise
      all
      voting power pertaining to any of the Collateral, provided such exercise is
      not
      contrary to the interests of the Lenders and does not materially impair the
      Collateral.

    


    5.2. At
      any
      time an Event of Default exists or has occurred and is continuing, all rights
      of
      Debtors, upon notice given by Collateral Agent, to exercise the voting power
      and
      receive payments, which it would otherwise be entitled to pursuant to Section
      5.1, shall cease and all such rights shall thereupon become vested in Collateral
      Agent, which shall thereupon have the sole right to exercise such voting power
      and receive such payments.

     

    5.3 All
      dividends, distributions, interest and other payments which are received by
      Debtors contrary to the provisions of Section 5.2 shall be received in trust
      for
      the benefit of Collateral Agent as security and Collateral for payment of the
      Obligations shall be segregated from other funds of Debtors, and shall be
      forthwith paid over to Collateral Agent as Collateral in the exact form received
      with any necessary endorsement and/or appropriate stock powers duly executed
      in
      blank, to be held by Collateral Agent as Collateral and as further collateral
      security for the Obligations.

    


    6. Further
      Action By Debtors; Covenants and Warranties.

    


    6.1 Collateral
      Agent at all times shall have a perfected security interest in the Collateral.
      Each Debtor represents that, other than the security interests described on
      Schedule
      6.1,
      it has
      and will continue to have full title to the Collateral free from any liens,
      leases, encumbrances, judgments or other claims. The Collateral Agent’s security
      interest in the Collateral constitutes and will continue to constitute a first,
      prior and indefeasible security interest in favor of Collateral Agent, subject
      only to the security interests described on Schedule
      6.1.
      Each
      Debtor will do all acts and things, and will execute and file all instruments
      (including, but not limited to, security agreements, financing statements,
      continuation statements, etc.) reasonably requested by Collateral Agent to
      establish, maintain and continue the perfected security interest of Collateral
      Agent in the perfected Collateral, and will promptly on demand, pay all costs
      and expenses of filing and recording, including the costs of any searches
      reasonably deemed necessary by Collateral Agent from time to time to establish
      and determine the validity and the continuing priority of the security interest
      of Collateral Agent, and also pay all other claims and charges that, in the
      opinion of Collateral Agent, exercised in good faith, are reasonably likely
      to
      materially prejudice, imperil or otherwise affect the Collateral or Collateral
      Agent’s or Lenders’ security interests therein.

     

    Security Agreement

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    


    6.2 Except
      in
      connection with sales of Collateral, in the ordinary course of business, for
      fair value and in cash, and except for Collateral which is substituted by assets
      of identical or greater value (subject to the consent of the Collateral Agent)
      or which is inconsequential in value, each Debtor will not sell, transfer,
      assign or pledge those items of Collateral (or allow any such items to be sold,
      transferred, assigned or pledged), without the prior written consent of
      Collateral Agent other than a transfer of the Collateral to a wholly-owned
      United States formed and located subsidiary or to another Debtor on prior notice
      to Collateral Agent, and provided the Collateral remains subject to the security
      interest herein described. Although Proceeds of Collateral are covered by this
      Agreement, this shall not be construed to mean that Collateral Agent consents
      to
      any sale of the Collateral, except as provided herein. Sales of Collateral
      in
      the ordinary course of business shall be free of the security interest of
      Lenders and Collateral Agent and Lenders and Collateral Agent shall promptly
      execute such documents (including without limitation releases and termination
      statements) as may be required by Debtors to evidence or effectuate the
      same.

    


    6.3 Each
      Debtor will, at all reasonable times during regular business hours and upon
      reasonable notice, allow Collateral Agent or its representatives free and
      complete access to the Collateral and all of such Debtor’s records which in any
      way relate to the Collateral, for such inspection and examination as Collateral
      Agent reasonably deems necessary.

    


    6.4 Each
      Debtor, at its sole cost and expense, will protect and defend this Security
      Agreement, all of the rights of Collateral Agent and Lenders hereunder, and
      the
      Collateral against the claims and demands of all other persons.

    


    6.5 Debtors
      will promptly notify Collateral Agent of any levy, distraint or other seizure
      by
      legal process or otherwise of any part of the Collateral, and of any threatened
      or filed claims or proceedings that are reasonably likely to affect or impair
      any of the rights of Collateral Agent under this Security Agreement in any
      material respect.

    


    6.6 Each
      Debtor, at its own expense, will obtain and maintain in force insurance policies
      covering losses or damage to those items of Collateral which constitute physical
      personal property, which insurance shall be of the types customarily insured
      against by companies in the same or similar business, similarly situated, in
      such amounts (with such deductible amounts) as is customary for such companies
      under the same or similar circumstances, similarly situated. Debtors shall
      make
      the Collateral Agent a loss payee thereon to the extent of its interest in
      the
      Collateral. Collateral Agent is hereby irrevocably (until the Obligations are
      paid in full) appointed each Debtor’s attorney-in-fact to endorse any check or
      draft that may be payable to such Debtor so that Collateral Agent may collect
      the proceeds payable for any loss under such insurance. The proceeds of such
      insurance, less any costs and expenses incurred or paid by Collateral Agent
      in
      the collection thereof, shall be applied either toward the cost of the repair
      or
      replacement of the items damaged or destroyed, or on account of any sums secured
      hereby, whether or not then due or payable.

    


    6.7 In
      order
      to protect the Collateral and Lenders’ interest therein, Collateral Agent may,
      at its option, and without any obligation to do so, pay, perform and discharge
      any and all amounts, costs, expenses and liabilities herein agreed to be paid
      or
      performed by Debtor upon
      Debtor’s
      failure
      to do
      so. All
      amounts expended by Collateral Agent in so doing shall become part of the
      Obligations secured hereby, and shall be immediately due and payable by Debtor
      to Collateral Agent upon demand
      and
      shall
      bear interest at the lesser of 15% per annum or the highest legal amount allowed
      from the dates of such expenditures until paid.

     

    Security Agreement

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

     

    6.8 Upon
      the
      request of Collateral Agent, Debtors will furnish to Collateral Agent within
      five (5) business days thereafter, or to any proposed assignee of this Security
      Agreement, a written statement in form reasonably satisfactory to Collateral
      Agent, duly acknowledged, certifying the amount of the principal and interest
      and any other sum then owing under the Obligations, whether to its knowledge
      any
      claims, offsets or defenses exist against the Obligations or against this
      Security Agreement, or any of the terms and provisions of any other agreement
      of
      Debtors securing the Obligations. In connection with any assignment by
      Collateral Agent of this Security Agreement, each Debtor hereby agrees to cause
      the insurance policies required hereby to be carried by such Debtor, if any,
      to
      be endorsed in form satisfactory to Collateral Agent or to such assignee, with
      loss payable clauses in favor of such assignee, and to cause such endorsements
      to be delivered to Collateral Agent within ten (10) calendar days after request
      therefor by Collateral Agent.

     

    6.9 Each
      Debtor will, at its own expense, make, execute, endorse, acknowledge, file
      and/or deliver to the Collateral Agent from time to time such vouchers,
      invoices, schedules, confirmatory assignments, conveyances, financing
      statements, transfer endorsements, powers of attorney, certificates, reports
      and
      other reasonable assurances or instruments and take further steps relating
      to
      the Collateral and other property or rights covered by the security interest
      hereby granted, as the Collateral Agent may reasonably require to perfect its
      security interest hereunder.

    


    6.10 Debtors
      represent and warrant that they are the true and lawful exclusive owners of
      the
      Collateral, free and clear of any liens and encumbrances other than Permitted
      Liens.

    


    6.11 Each
      Debtor hereby agrees not to divest itself of any right under the Collateral
      except as permitted herein absent prior written approval of the Collateral
      Agent, except to a subsidiary organized and located in the United States on
      prior notice to Collateral Agent provided the Collateral remains subject to
      the
      security interest herein described.

     

    6.12 Each
      Debtor shall cause each Subsidiary of such Debtor in existence on the date
      hereof and each Subsidiary not in existence on the date hereof to execute and
      deliver to Collateral Agent promptly and in any event within ten (10) days
      after
      the formation, acquisition or change in status thereof (A) a guaranty
      guaranteeing the Obligations and (B) if requested by Collateral Agent, a
      security and pledge agreement substantially in the form of this Agreement
      together with (x) certificates evidencing all of the capital stock of each
      Subsidiary of and any entity owned by such Subsidiary, (y) undated stock powers
      executed in blank with signatures guaranteed, and (z) such opinion of counsel
      and such approving certificate of such Subsidiary as Collateral Agent may
      reasonably request in respect of complying with any legend on any such
      certificate or any other matter relating to such shares and (C) such other
      agreements, instruments, approvals, legal opinions or other documents reasonably
      requested by Collateral Agent in order to create, perfect, establish the first
      priority of or otherwise protect any lien purported to be covered by any such
      pledge and security agreement or otherwise to effect the intent that all
      property and assets of such Subsidiary shall become Collateral for the
      Obligations. For purposes of this Agreement, “Subsidiary”
means,
      with respect to any entity at any date, any corporation, limited or general
      partnership, limited liability company, trust, estate, association, joint
      venture or other business entity) of which more than 30% of (A) the
      outstanding capital stock having (in the absence of contingencies) ordinary
      voting power to elect a majority of the board of directors or other managing
      body of such entity, (B) in the case of a partnership or limited liability
      company, the interest in the capital or profits of such partnership or limited
      liability company or (C) in the case of a trust, estate, association, joint
      venture or other entity, the beneficial interest in such trust, estate,
      association or other entity business is, at the time of determination, owned
      or
      controlled directly or indirectly through one or more intermediaries, by such
      entity. Annex
      I annexed hereto contains a list of all Subsidiaries of the Debtors as of the
      date of this Agreement.

    


    6.13 Name
      Change/Address Change.
      Debtor
      agrees to notify Collateral Agent not later than fifteen (15) Business Days
      after the effectuation of a name change of Debtor or any Subsidiary or the
      change of location of any Collateral other than in the ordinary course of
      business.

     

    Security
      Agreement



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    
       

      7. Power
        of Attorney.

      


      At
        any
        time an Event of Default has occurred, and only after the applicable cure
        period
        as set forth in this Agreement and the other Transaction Documents, and is
        continuing, each Debtor hereby irrevocably constitutes and appoints the
        Collateral Agent as the true and lawful attorney of such Debtor, with full
        power
        of substitution, in the place and stead of such Debtor and in the name of
        such
        Debtor or otherwise, at any time or times, in the discretion of the Collateral
        Agent, to take any action and to execute any instrument or document which
        the
        Collateral Agent may deem necessary or advisable to accomplish the purposes
        of
        this Agreement. This power of attorney is coupled with an interest and is
        irrevocable until the Obligations are satisfied.

       

    

    8. Performance
      By The Collateral Agent.

    


    If
      a
      Debtor fails to perform any material covenant, agreement, duty or obligation
      of
      such Debtor under this Agreement, the Collateral Agent may, after any applicable
      cure period, at any time or times in its discretion, take action to effect
      performance of such obligation. All reasonable expenses of the Collateral Agent
      incurred in connection with the foregoing authorization shall be payable by
      Debtors as provided in Paragraph 12.1 hereof. No discretionary right, remedy
      or
      power granted to the Collateral Agent under any part of this Agreement shall
      be
      deemed to impose any obligation whatsoever on the Collateral Agent with respect
      thereto, such rights, remedies and powers being solely for the protection of
      the
      Collateral Agent.

    


    9. Event
      of Default.

    


    An
      event
      of default (“Event of Default”) shall be deemed to have occurred hereunder upon
      the occurrence of any event of default as defined and described in this
      Agreement, in the Notes, the Subscription Agreement, and any other agreement
      to
      which one or more Debtors and a Lender are parties relating to the Notes and
      Securities issued in connection therewith. Upon and after any Event of Default,
      after the applicable cure period, if any, any or all of the Obligations shall
      become immediately due and payable at the option of the Collateral Agent, for
      the benefit of the Lenders, and the Collateral Agent may dispose of Collateral
      as provided below. A default by Debtor of any of its material obligations
      pursuant to this Agreement and any of the Transaction Documents (as defined
      in
      the Subscription Agreement) shall be an Event of Default hereunder and an “Event
      of Default” as defined in the Notes, and Subscription Agreement.

    


    10. Disposition
      of Collateral.

    


    Upon
      and
      after any Event of Default which is then continuing,

    


    10.1 The
      Collateral Agent may exercise its rights with respect to each and every
      component of the Collateral, without regard to the existence of any other
      security or source of payment for, in order to satisfy the Obligations. In
      addition to other rights and remedies provided for herein or otherwise available
      to it, the Collateral Agent shall have all of the rights and remedies of a
      lender on default under the Uniform Commercial Code then in effect in the State
      of Nevada.

    


    10.2 If
      any
      notice to Debtors of the sale or other disposition of Collateral is required
      by
      then applicable law, five (5) business days prior written notice (which Debtors
      agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform
      Commercial Code) shall be given to Debtors of the time and place of any sale
      of
      Collateral which Debtors hereby agree may be by private sale. The rights granted
      in this Section are in addition to any and all rights available to Collateral
      Agent under the Uniform Commercial Code.

     

    Security Agreement

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

     

    10.3 The
      Collateral Agent is authorized, at any such sale, if the Collateral Agent deems
      it advisable to do so, in order to comply with any applicable securities laws,
      to restrict the prospective bidders or purchasers to persons who will represent
      and agree, among other things, that they are purchasing the Collateral for
      their
      own account for investment, and not with a view to the distribution or resale
      thereof, or otherwise to restrict such sale in such other manner as the
      Collateral Agent deems advisable to ensure such compliance. Sales made subject
      to such restrictions shall be deemed to have been made in a commercially
      reasonable manner.

     

    10.4 All
      proceeds received by the Collateral Agent for the benefit of the Lenders in
      respect of any sale, collection or other enforcement or disposition of
      Collateral, shall be applied (after deduction of any amounts payable to the
      Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations
      pro
      rata among the Lenders in proportion to their interests in the Obligations.
      Upon
      payment in full of all Obligations, Debtors shall be entitled to the return
      of
      all Collateral, including cash, which has not been used or applied toward the
      payment of Obligations or used or applied to any and all costs or expenses
      of
      the Collateral Agent incurred in connection with the liquidation of the
      Collateral (unless another person is legally entitled thereto). Any assignment
      of Collateral by the Collateral Agent to Debtors shall be without representation
      or warranty of any nature whatsoever and wholly without recourse. To the extent
      allowed by law, each Lender may purchase the Collateral and pay for such
      purchase by offsetting up to such Lender’s pro rata portion of the purchase
      price with sums owed to such Lender by Debtors arising under the Obligations
      or
      any other source.

    


    11. Waiver
      of Automatic Stay.
      Debtor
      acknowledges and agrees that should a proceeding under any bankruptcy or
      insolvency law be commenced by or against Debtor, or if any of the Collateral
      should become the subject of any bankruptcy or insolvency proceeding, then
      the
      Collateral Agent should be entitled to, among other relief to which the
      Collateral Agent or Lenders may be entitled under the Note, Subscription
      Agreement, and any other agreement to which the Debtor, Lenders or Collateral
      Agent are parties, (collectively “Loan Documents”) and/or applicable law, an
      order from the court granting immediate relief from the automatic stay pursuant
      to 11 U.S.C. Section 362 to permit the Collateral Agent to exercise all of
      its
      rights and remedies pursuant to the Loan Documents and/or applicable law. DEBTOR
      EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION
      362. FURTHERMORE, DEBTOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11
      U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE
      OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY,
      INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE COLLATERAL
      AGENT TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR
      APPLICABLE LAW.  Debtor
      hereby consents to any motion for relief from stay which may be filed by the
      Collateral Agent in any bankruptcy or insolvency proceeding initiated by or
      against Debtor, and further agrees not to file any opposition to any motion
      for
      relief from stay filed by the Collateral Agent. Debtor represents, acknowledges
      and agrees that this provision is a specific and material aspect of this
      Agreement, and that the Collateral Agent would not agree to the terms of this
      Agreement if this waiver were not a part of this Agreement. Debtor further
      represents, acknowledges and agrees that this waiver is knowingly, intelligently
      and voluntarily made, that neither the Collateral Agent nor any person acting
      on
      behalf of the Collateral Agent has made any representations to induce this
      waiver, that Debtor has been represented (or has had the opportunity to be
      represented) in the signing of this Agreement and in the making of this waiver
      by independent legal counsel selected by Debtor and that Debtor has had the
      opportunity to discuss this waiver with counsel. Debtor further agrees that
      any
      bankruptcy or insolvency proceeding initiated by Debtor will only be brought
      in
      the Federal Court within the state of Nevada.

     

    Security
      Agreement



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

     

    
      12. Miscellaneous.

      


      12.1 Expenses.
        Debtors
        shall pay to the Collateral Agent, on demand, the amount of any and all
        reasonable expenses, including, without limitation, attorneys’ fees, legal
        expenses and brokers’ fees, which the Collateral Agent may incur in connection
        with (a) sale, collection or other enforcement or disposition of Collateral;
        (b)
        exercise or enforcement of any the rights, remedies or powers of the Collateral
        Agent hereunder or with respect to any or all of the Obligations upon breach
        or
        threatened breach; or (c) failure by Debtors to perform and observe any
        agreements of Debtors contained herein which are performed by the Collateral
        Agent.

    

     

    12.2 Waivers,
      Amendment and Remedies.
      No
      course of dealing by the Collateral Agent and no failure by the Collateral
      Agent
      to exercise, or delay by the Collateral Agent in exercising, any right, remedy
      or power hereunder shall operate as a waiver thereof, and no single or partial
      exercise thereof shall preclude any other or further exercise thereof or the
      exercise of any other right, remedy or power of the Collateral Agent. No
      amendment, modification or waiver of any provision of this Agreement and no
      consent to any departure by Debtors therefrom, shall, in any event, be effective
      unless contained in a writing signed by the Collateral Agent, and then such
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given. The Collateral Agent shall not agree to any
      amendment of this Agreement without obtaining the written consent of the Debtors
      holding more than 50% of the then outstanding principal balance under the Notes.
      The rights, remedies and powers of the Collateral Agent, not only hereunder,
      but
      also under any instruments and agreements evidencing or securing the Obligations
      and under applicable law are cumulative, and may be exercised by the Collateral
      Agent from time to time in such order as the Collateral Agent may
      elect.

    


    12.3 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be: (i) personally served; (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid; (iii)
      delivered by reputable air courier service with charges prepaid; or (iv)
      transmitted by hand delivery, telegram, or confirmed facsimile, addressed as
      set
      forth below or to such other address as such party shall have specified most
      recently by written notice. Any notice or other communication required or
      permitted to be given hereunder shall be deemed effective: (a) upon hand
      delivery or delivery by facsimile, with accurate confirmation generated by
      the
      transmitting facsimile machine, at the address or number designated below (if
      delivered on a Business Day during normal business hours where such notice
      is to
      be received), or the first Business Day following such delivery (if delivered
      other than on a Business Day during normal business hours where such notice
      is
      to be received); or (b) on the second Business Day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur. The addresses
      for
      such communications shall be:

     

    
      	
              To
                Debtors:

            	
              Boomj,
                Inc.

            
	 	
              9029
                South Pecos Road, Suite 2800

            
	 	
              Henderson,
                NV 89074

            
	 	
              Attn:
                Robert J. McNulty, CEO

            
	 	
              Fax:
                (702) 463-7007

            
	 	 
	
              With
                a copy by fax only to:

            	
              TroyGould

            
	 	
              1801
                Century Park East, Suite 1600

            
	 	
              Los
                Angeles, CA 90067-2367

            
	 	
              Attn:
                Istvan Benko, Esq.

            
	 	
              Fax:
                (310) 789-1426

            


    

     

    Security Agreement


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    
       

      
        	
                To
                  the Collateral Agent:

              	 
	 	 
	 	
                John
                  M. Carmack, Esq.

              
	 	
                Law
                  Offices of John M. Carmack, Esq.

              
	 	
                1801
                  Century Park East

              
	 	
                Los
                  Angeles, CA 90067

              
	 	
                Fax:
                  (310) 785-9097

              
	 	 
	
                To
                  Lenders:

              	
                To
                  the addresses and telecopier numbers set forth on Schedule
                  A

              


      

      


      Any
        party
        may change its address by written notice in accordance with this
        paragraph.

       

    

    12.4 Term;
      Binding Effect.
      This
      Agreement shall (a) remain in full force and effect until payment and
      satisfaction in full of all of the Obligations; (b) be binding upon each Debtor,
      and its successors and permitted assigns; and (c) inure to the benefit of the
      Collateral Agent, for the benefit of the Lenders and their respective successors
      and assigns. 

    


    12.5 Captions.
      The
      captions of Paragraphs, Articles and Sections in this Agreement have been
      included for convenience of reference only, and shall not define or limit the
      provisions hereof and have no legal or other significance
      whatsoever.

    


    12.6 Governing
      Law; Venue; Severability.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada without
      regard to conflicts
      of laws principles
      that
      would result in the application of the substantive laws of another
      jurisdiction,
      except
      to the extent that the perfection of the security interest granted hereby in
      respect of any item of Collateral may be governed by the law of another
      jurisdiction. Any legal action or proceeding against a Debtor with respect
      to
      this Agreement may be brought in the courts in the State of Nevada or of
      the
      United
      States in Clark County, Nevada, and, by execution and delivery of this
      Agreement, each Debtor hereby irrevocably accepts for itself and in respect
      of
      its property, generally and unconditionally, the jurisdiction of the aforesaid
      courts. Each Debtor hereby irrevocably waives any objection which they may
      now
      or hereafter have to the laying of venue of any of the aforesaid actions or
      proceedings arising out of or in connection with this Agreement brought in
      the
      aforesaid courts and hereby further irrevocably waives and agrees not to plead
      or claim in any such court that any such action or proceeding brought in any
      such court has been brought in an inconvenient forum. If any provision of this
      Agreement, or the application thereof to any person or circumstance, is held
      invalid, such invalidity shall not affect any other provisions which can be
      given effect without the invalid provision or application, and to this end
      the
      provisions hereof shall be severable and the remaining, valid provisions shall
      remain of full force and effect.

    


    12.7 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties and supersedes all other
      agreements and understandings, oral or written, with respect to the matters
      contained herein. The Initial Lenders hereby agree that this Agreement (i)
      replaces and supersedes Initial Security Agreement and all representations
      and
      warranties previously made by the Company to the Initial Lenders regarding
      the
      Initial Security Agreement and the security granted thereunder, and (ii) that
      the Initial Security Agreement is hereby terminated. 

    


    12.8 Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

     

    Security
      Agreement

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    


    
      13. Intercreditor
        Terms.
        As
        between the Lenders, any distribution under paragraph 10.4 shall be made
        proportionately based upon the remaining principal amount (plus accrued and
        unpaid interest) to each as to the total amount then owed to the Lenders
        as a
        whole. The rights of each Lender hereunder are pari
        passu
        to the
        rights of the other Lenders hereunder. Any recovery hereunder shall be shared
        ratably among the Lenders according to the then remaining principal amount
        owed
        to each (plus accrued and unpaid interest) as to the total amount then owed
        to
        the Lenders as a whole. 

      


      14. Termination;
        Release.
        When
        the Obligations have been indefeasibly paid and performed in full or
        all
        outstanding Notes have been converted to common stock pursuant to the terms
        of
        the Notes and the Subscription Agreements,
        this
        Agreement shall terminated, and the Collateral Agent, at the request and
        sole
        expense of the Debtors, will execute and deliver to the Debtors the proper
        instruments (including UCC termination statements) acknowledging the termination
        of the Security Agreement, and duly assign, transfer and deliver to the Debtors,
        without recourse, representation or warranty of any kind whatsoever, such
        of the
        Collateral, including, without limitation, Securities and any Additional
        Collateral, as may be in the possession of the Collateral
        Agent.

    

     

    15. Collateral
      Agent.

    


    15.1 Collateral
      Agent Powers.
      The
      powers conferred on the Collateral Agent hereunder are solely to protect its
      interest (on behalf of the Lenders) in the Collateral and shall not impose
      any
      duty on it to exercise any such powers.

    


    15.2 Reasonable
      Care.
      The
      Collateral Agent is required to exercise reasonable care in the custody and
      preservation of any Collateral in its possession; provided, however, that the
      Collateral Agent shall be deemed to have exercised reasonable care in the
      custody and preservation of any of the Collateral if it takes such action for
      that purposes as any owner thereof reasonably requests in writing at times
      other
      than upon the occurrence and during the continuance of any Event of Default,
      but
      failure of the Collateral Agent, to comply with any such request at any time
      shall not in itself be deemed a failure to exercise reasonable
      care.

    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]


     

    Security Agreement


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.5


    IN
      WITNESS WHEREOF, the
      undersigned have executed and delivered this Security Agreement, as of the
      date
      first written above.

    


    
      	
              “PARENT”

            	 	
              “THE
                COLLATERAL AGENT”

            
	
              BOOMJ,
                INC.

            	 	 
	
              a
                Nevada corporation

            	 	 
	 	 	 	 
	
              By:

            	
              ____________________________________

            	 	
              _________________________________

            
	 	 	 	
              John
                M. Carmack, Esq.

            
	
              Its:

            	
              ____________________________________

            	 	 
	 	 	 	 
	 	 	 	 
	
              “GUARANTOR”

            	 	 
	
              BOOMJ.COM,
                INC.

            	 	 
	
              A
                Nevada corporation

            	 	 
	 	 	 	 
	
              By:

            	
              ____________________________________

            	 	 
	 	 	 	 
	
              Its:

            	
              _____________________________________

            	 	 


    

     

    Security Agreement

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.5


    IN
      WITNESS WHEREOF, the
      undersigned have executed and delivered this Security Agreement, as of the
      date
      first written above.

    


    APPROVED
      BY “LENDERS”:

    


    
      	
              _______________________________________

            	 	
              _______________________________________ 

            
	 	 	 
	
              
                _______________________________________

              

            	 	
              _______________________________________

            
	 	 	 
	
              By:____________________________________

            	 	
              By:____________________________________

            
	 	 	 
	
              Print
                Name of Signator:_____________________

            	 	
              Print
                Name of Signator:____________________

            
	 	 	 
	
              _______________________________________

            	 	
              _______________________________________

            
	
              _______________________________________ 

            	 	
              _______________________________________ 

            
	 	 	 
	
              By:____________________________________

            	 	
              By:____________________________________

            
	 	 	 
	 	 	 
	
              Print
                Name of Signator:_____________________

            	 	
              Print
                Name of Signator:____________________

            
	 	 	 
	
              _______________________________________

            	 	
              _______________________________________ 

            
	
              _______________________________________

            	 	
              _______________________________________

            
	 	 	 
	
              By:____________________________________

            	 	
              By:____________________________________

            
	 	 	 
	
              Print
                Name of Signator:_____________________

            	 	
              Print
                Name of
                Signator:____________________

            


    

    


    Security Agreement

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.5



    IN
      WITNESS WHEREOF, the
      undersigned have executed and delivered this Security Agreement, as of the
      date
      first written above.

    


    APPROVED
      BY “INITIAL LENDERS”:

    


    
      	
              ________________________________________

            	 	
              ______________________________________

            
	 	 	 
	 	 	 
	
              By:____________________________________

            	 	
              By:____________________________________

            
	 	 	 
	
              Print
                Name of Signator:_____________________

            	 	
              Print
                Name of Signator:____________________

            
	 	 	 
	
              _______________________________________

            	 	
              _______________________________________

            
	 	 	 
	
              By:____________________________________

            	 	
              By:____________________________________

            
	 	 	 
	
              Print
                Name of Signator:_____________________

            	 	
              Print
                Name of Signator:____________________

            
	 	 	 
	
              ________________________________________

            	 	
              ______________________________________

            
	 	 	 
	 	 	 
	
              By:____________________________________

            	 	
              By:____________________________________

            
	 	 	 
	
              Print
                Name of Signator:_____________________

            	 	
              Print
                Name of Signator:____________________

            
	 	 	 
	
              _______________________________________

            	 	
              _______________________________________

            
	 	 	 
	
              By:____________________________________

            	 	
              By:____________________________________

            
	 	 	 
	
              Print
                Name of Signator:_____________________

            	 	
              Print
                Name of
                Signator:____________________

            


    

     

    Security
      Agreement


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.5

     

    SCHEDULE
      A TO SECURITY AGREEMENT

     

    “INITIAL
      LENDERS” 

    


    
      	
              Name

            	 	
               

              Issue Date

            	 	
              Principal 

              of
                

              Note

            	 
	 	 	 	 	 	 
	 	 	 	 	 	
              $

            	
              2,280,000

            	 


    

     

    Security
      Agreement

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    


    “NEW
      LENDERS”

    


    
      	
              LENDER

            	 	
              NOTE
                PRINCIPAL AMOUNT

            
	 	 	 
	 	 	 
	
              Total:

            	 	 


    

     

    Security
      Agreement

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.5

     

    SCHEDULE
      6.1 TO SECURITY AGREEMENT

    


    EXISTING
      SECURITY INTERESTS

    


    The
      Guarantor has granted Centurion Credit Resources LLC a lien on all of its assets
      in consideration for a $500,000 loan, and a lien granted in favor of Dell
      Financial Services L.P. Both of these liens have been perfected by a UCC-1
      filing and have priority over the liens granted under this
      Agreement.

    
       

      Security
        Agreement

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.5

     

    ANNEX
      I

     

    TO

     

    SECURITY
      AGREEMENT

     

    PLEDGE
      AMENDMENT

     

    This
      Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section
      4.3
      of the Security Agreement referred to below. The undersigned hereby agrees
      that
      this Pledge Amendment may be attached to the Security Agreement, dated July
      __,
      2008, as it may heretofore have been or hereafter may be amended, restated,
      supplemented or otherwise modified from time to time and that the shares listed
      on this Pledge Amendment shall be hereby pledged and assigned to Collateral
      Agent and become part of the Collateral referred to in such Security Agreement
      and shall secure all of the Obligations referred to in such Security
      Agreement.

     

    


    
      	
              Subsidiary

            	 	
              Shares
                Issued

            	 	
              %
                Owned

            	 
	
              Boomj.com,
                Inc.

            	 	 	
              500

            	 	 	
              100

            	
              %

            


    

     

    
      	
              BOOMJ,
                INC.

            
	 	 
	
              By:

            	
               
                

            


    

    


    Security Agreement

     

    
      
        
        

      

      
        19