**Exhibit
      10.3**




**NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE
      SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
      (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
      FORM,
      THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
      TO
      RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
      OTHER
      LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.**





Principal
                Amount: $____________
            Issue
                Date: July ___, 2008





**SECURED
      CONVERTIBLE NOTE**





FOR
      VALUE
      RECEIVED, BOOMJ, INC., a Nevada corporation (hereinafter called “Borrower”),
      hereby promises to pay to _____________________, with an address of
      _____________ (the “Holder”), without demand, the sum of
      _________________________________ Dollars ($________), with simple and unpaid
      interest thereon, on July 31, 2009 (the “Maturity Date”), if not paid
      sooner.




This
      Note
      has been entered into pursuant to the terms of a subscription agreement between
      the Borrower, the Holder and certain other holders (the “Other Holders”) of
      convertible promissory notes (the “Other Notes”), dated of even date herewith
      (the “Subscription Agreement”). Unless otherwise separately defined herein, all
      capitalized terms used in this Note shall have the same meaning as is set forth
      in the Subscription Agreement. The following terms shall apply to this
      Note:




**ARTICLE
      I**





**GENERAL
      PROVISIONS**





1.1  Interest
      Rate .
      Simple
      interest payable on this Note shall accrue at the annual rate of twelve percent
      (12%). Accrued interest will be payable on the Maturity Date, accelerated or
      otherwise, when the principal and remaining accrued but unpaid interest shall
      be
      due and payable. Interest will be payable in cash or at the election of the
      Holder, by the Borrower’s delivery of Common Stock valued at the Conversion
      Price in effect on the Conversion Date as defined in Section 2.1.




1.2  Default
      Interest Rate .
      The
      Borrower shall not have any grace period to pay any monetary amounts due under
      this Note. After the Maturity Date, accelerated or otherwise, and during the
      pendency of an Event of Default (as defined in Article III) a default interest
      rate of the lower of eighteen percent (18%) per annum or maximum rate permitted
      by law, shall apply to the amounts owed hereunder.




1.3.  Conversion
      Privileges .
      The
      conversion rights of the Holder as set forth in Article II of this Note shall
      remain in full force and effect immediately from the date hereof and until
      the
      Note is paid in full regardless of the occurrence of an Event of Default. The
      principal amount of the Note and the remaining accrued but unpaid interest
      shall
      be payable in full on the Maturity Date, unless previously paid or converted
      into Common Stock in accordance with Article II hereof.









**ARTICLE
      II**





**CONVERSION
      RIGHTS**





The
      Holder shall have the right to convert the entire principal amount under this
      Note and the accrued but unpaid interest thereon into shares of the Borrower’s
      Common Stock as set forth below.




2.1.  Voluntary
      Conversion into the Borrower’s Common Stock .




(a)  The
      Holder shall have the right from and after the Issue Date of the issuance of
      this Note and then at any time until this Note is fully paid, to convert any
      outstanding and unpaid principal portion of this Note and accrued interest,
      at
      the election of the Holder (the date of giving of such notice of conversion
      being a “Conversion Date”) into fully paid and nonassessable shares of Common
      Stock as such stock exists on the date of issuance of this Note, or any shares
      of capital stock of Borrower into which such Common Stock shall hereafter be
      changed or reclassified, at the conversion price as defined in Section 2.1(b)
      hereof (the “Conversion Price”), determined as provided herein. Upon delivery to
      the Borrower of a completed Notice of Conversion, a form of which is annexed
      hereto, Borrower shall issue and deliver to the Holder within three (3) business
      days after the Conversion Date (such third day being the “Delivery Date”) that
      number of shares of Common Stock for the portion of the Note converted in
      accordance with the foregoing. The number of shares of Common Stock to be issued
      upon each conversion of this Note shall be determined by dividing that portion
      of the principal of the Note (and any interest) to be converted, by the
      Conversion Price.




(b)  Subject
      to adjustment as provided for in Section 2.1(c) hereof, the Conversion Price
      per
      share of Common Stock shall be $0.70 (“Conversion Price”).




(c)  The
      Conversion Price and the number and kind of shares or other securities to be
      issued upon conversion of this Note, shall be subject to adjustment from time
      to
      time upon the happening of certain events while this conversion right remains
      outstanding, as follows:




A.  Merger,
      Sale of Assets, etc .
      If the
      Borrower at any time shall consolidate with or merge into or sell or convey
      all
      or substantially all its assets to any other corporation, this Note, as to
      the
      unpaid principal portion thereof and accrued interest thereon, shall thereafter
      be deemed to evidence the right to purchase such number and kind of shares
      or
      other securities and property as would have been issuable or distributable
      to
      the Borrower on account of such consolidation, merger, sale or conveyance,
      had
      such Borrower converted the entire Note immediately prior to such consolidation,
      merger, sale or conveyance. The foregoing provision shall similarly apply to
      successive transactions of a similar nature by any such successor or purchaser.
      Without limiting the generality of the foregoing, the anti-dilution provisions
      of this Section shall apply to such securities of such successor or purchaser
      or
      surviving entity of the surviving corporation after any such consolidation,
      merger, sale or conveyance.




B.  Reclassification,
      etc .
      If the
      Borrower at any time shall, by reclassification or otherwise, change the Common
      Stock into the same or a different number of securities of any class or classes
      of the Borrower’s capital stock that may be issued or outstanding, this Note, as
      to the unpaid principal amount thereof and accrued interest thereon, shall
      thereafter be deemed to evidence the right to purchase an adjusted number of
      such securities and kind of securities as would have been issuable as the result
      of such change with respect to the shares of Common Stock subject to the
      conversion of this Note immediately prior to such reclassification or other
      change.




C.  Stock
      Splits, Combinations and Dividends .
      If the
      shares of Common Stock are subdivided or combined into a greater or smaller
      number of shares of Common Stock, or if a dividend is paid on the Common Stock
      in shares of Common Stock, the Conversion Price shall be proportionately reduced
      in case of subdivision of shares or stock dividend or proportionately increased
      in the case of combination of shares, in each such case by the ratio which
      the
      total number of shares of Common Stock outstanding immediately after such event
      bears to the total number of shares of Common Stock outstanding immediately
      prior to such event.




2


D.  Share
      Issuance .
      So long
      as this Note is outstanding, if the Borrower shall issue or agree to issue
      any
      shares of Common Stock other than with respect to any Excepted Issuances for
      a
      consideration less than the Conversion Price in effect at the time of such
      issue, then, and thereafter successively upon each such issue, the Conversion
      Price shall be reduced to such other lower issue price. For purposes of this
      adjustment, the issuance of any security carrying the right to convert such
      security into shares of Common Stock or of any warrant, right or option to
      purchase Common Stock shall result in an adjustment to the Conversion Price
      upon
      the issuance of the above-described security and again upon the issuance of
      shares of Common Stock upon exercise of such conversion or purchase rights
      if
      such issuance is at a price lower than the then applicable Conversion Price.
      The
      reduction of the Conversion Price described in this paragraph is in addition
      to
      other rights of the Holder described in this Note and the Subscription
      Agreement.




E.  Performance
      Adjustment of Conversion Price .
      In
      addition to any other adjustment(s) made to the Conversion Price, in the event
      that the Missed Percentage (as defined below) is greater than zero, the
      Conversion Price in effect on July 31, 2009 shall be automatically reduced
      as
      follows: (i) for every 1% of Missed Percentage the Conversion Price will be
      adjusted by 1%; (ii) in the event that the Missed Percentage is 50% or more,
      the
      Conversion Price shall be reduced by 50%. For the purposes hereof, the term
      “Missed Percentage” shall mean the greater of: (A) the percentage represented
      by: (x) the difference between $42,404,500 less the actual gross revenue of
      the
      Borrower for the twelve (12) months ending June 30, 2009 (based the Borrower’s
      audited or reviewed financial statements for the period ending June 30, 2009)
      over: (y) $42,404,500, or (B) the percentage represented by: (x) the difference
      between $443,700 less the actual operating income of the Borrower for the twelve
      (12) months ending June 30, 2009 (based the Borrower’s audited or reviewed
      financial statements for the period ending June 30, 2009) over: (y) $443,700.
      The Borrower shall notify the Holder of the Missed Percentage in writing by
      no
      later than July 26, 2009. In the event that the Missed Percentage, as calculated
      above, is a negative number, the Missed Percentage shall be zero, and there
      shall be no adjustment to the Conversion Price. “Gross revenue” shall include
      revenue from operations excluding extraordinary items, non-recurring revenues
      and revenue from discontinued operations. Failure to notify the Borrower of
      the
      Missed Percentage by July 26, 2009 shall automatically result in the Missed
      Percentage being deemed greater than 50%. The Missed Percentage adjustment
      in
      the Conversion Price, if any, shall be made on and as of the date a Form 10-Q
      (or equivalent) is actually filed, if such filing is made before July 31, 2009.
      In no event will the Conversion Price be increased as a result of the
      application of this Section.




(d)  Whenever
      the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower
      shall promptly provide notice to the Holder setting forth the Conversion Price
      after such adjustment and setting forth a statement of the facts requiring
      such
      adjustment.




(e)  The
      Borrower will reserve from its authorized and unissued shares of Common Stock,
      the number of shares of Common Stock during the time periods and in the amounts
      described in the Subscription Agreement. The Borrower represents that upon
      issuance, such shares of Common Stock will be duly and validly issued, fully
      paid and non-assessable. The Borrower agrees that its issuance of this Note
      shall constitute full authority to its officers, agents, and transfer agents
      who
      are charged with the duty of executing and issuing stock certificates to execute
      and issue the necessary certificates for shares of the Borrower’s Common Stock
      upon the conversion of this Note.




3


2.2  No
      Fractional Shares .
      No
      fractional shares of Common Stock shall be issued upon conversion of this Note,
      but an adjustment in cash will be made, in respect of any fraction of a share
      (which will be valued based on the Conversion Price) which would otherwise
      be
      issuable upon the surrender of this Note for conversion and a check in the
      amount of the value of such fractional share shall be delivered to the Holder.




2.3  Method
      of Conversion .
      This
      Note may be converted by the Holder in whole or in part as described in Section
      2.1(a) hereof. Upon partial conversion of this Note, a new Note containing
      the
      same date and provisions of this Note shall, at the request of the Holder,
      be
      issued by the Borrower to the Holder for the principal balance of this Note
      and
      interest which shall not have been converted or paid.




**ARTICLE
      III**





**EVENT
      OF DEFAULT**





The
      occurrence of any of the following events of default (“Event of Default”) shall,
      at the option of the Holder hereof, make all sums of principal and accrued
      interest then remaining unpaid hereon and all other amounts payable hereunder
      immediately due and payable, upon demand, without presentment or grace period,
      all of which hereby are expressly waived, except as set forth
      below:




3.1  Failure
      to Pay Principal or Interest .
      The
      Borrower fails to pay any principal, interest or other sum due under this Note
      when due.




3.2  Breach
      of Covenant .
      The
      Borrower breaches any material covenant or other material term or condition
      of
      the Subscription Agreement, this Note or any of the other Transaction Documents
      (as defined in the Subscription Agreement) in any material respect and such
      breach, if subject to cure, continues for a period of five (5) business days
      after written notice to the Borrower from the Holder.




3.3  Breach
      of Representations and Warranties .
      Any
      material representation or warranty of the Borrower made herein, in any
      Transaction Document, or in any agreement, statement or certificate given in
      writing pursuant hereto or in connection herewith or therewith shall be false
      or
      misleading in any material respect as of the date made and as of the Closing
      Date.




3.4  Liquidation .
      Any
      dissolution, liquidation or winding up of Borrower or any substantial portion
      of
      its business.




3.5  Cessation
      of Operations .
      Any
      cessation of operations by Borrower or Borrower is otherwise generally unable
      to
      pay its debts as such debts become due.




3.6  Maintenance
      of Assets .
      The
      failure by Borrower to maintain any material Intellectual Property Rights,
      personal, real property or other assets which are necessary to conduct its
      business (whether now or in the future).




3.7  Receiver
      or Trustee .
      The
      Borrower shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed without the consent of the Borrower if such receiver or trustee
      is
      not dismissed within thirty (30) days of appointment.




3.8  Judgments .
      Any
      money judgment, writ or similar final process shall be entered or filed against
      the Borrower or any of its property or other assets for more than
      $50,000.




4


3.9  Bankruptcy .
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower.




3.10  Delisting .
      Failure
      of the Borrower’s Common Stock to be listed for trading or quotation on a
      Principal Market.




3.11  Stop
      Trade .
      An SEC
      or judicial stop trade order or Principal Market trading suspension with respect
      to the Borrower’s Common Stock that lasts for five (5) or more consecutive
      trading days.




3.12  Failure
      to Deliver Common Stock or Replacement Note .
      The
      Borrower’s failure to deliver Common Stock to the Holder pursuant to and in the
      form required by this Note and Sections 7 and 11 of the Subscription Agreement,
      or, if required, a replacement Convertible Note more than five (5) business
      days
      after the required delivery date of such Common Stock or replacement Convertible
      Note.




3.13  Reservation
      Default .
      The
      failure by the Borrower to have reserved for issuance upon conversion of the
      Note the number of shares of Common Stock as required in the Subscription
      Agreement.




3.14  Cross
      Default .
      A
      default by the Borrower of (i) a material term, covenant, warranty or
      undertaking of any other agreement to which the Borrower and Holder are parties,
      or the occurrence of a material event of default under any such other agreement
      which is not cured after any required notice and/or cure period, or (ii) any
      of
      the Other Notes issued pursuant to the Subscription Agreement.




3.15  Reverse
      Splits .
      The
      Borrower effectuates a reverse split of its Common Stock without twenty days
      prior written notice to the Holder.




3.16  Financial
      Statement Restatement .  
      The restatement of any financial statements filed by the Borrower for any date
      or period from two years prior to the Issue Date of this Note, if the result
      of
      such restatement would, by comparison to the unrestated financial statements,
      have constituted a Material Adverse Effect.





3.17  Delinquency
      in Filing SEC Reports .
      The
      failure to timely file any required Form 10-Q or Form 10-K with the Securities
      and Exchange Commission within the time periods required (including any
      extension permitted under Rule 12b-25).





5





**ARTICLE
      IV**





**SECURITY
      INTEREST**





4.  Security
      Interest/Waiver of Automatic Stay .
      This
      Note is secured by a security interest granted to the Collateral Agent for
      the
      benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower
      to Holder. The Borrower acknowledges and agrees that should a proceeding under
      any bankruptcy or insolvency law be commenced by or against the Borrower, or
      if
      any of the Collateral (as defined in the Security Agreement) should become
      the
      subject of any bankruptcy or insolvency proceeding, then the Holder should
      be
      entitled to, among other relief to which the Holder may be entitled under the
      Transaction Documents and any other agreement to which the Borrower and Holder
      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 Holder to exercise all of its rights and
      remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER
      EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION
      362. FURTHERMORE, THE BORROWER 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 HOLDER
      TO
      ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR
      APPLICABLE LAW. The Borrower hereby consents to any motion for relief from
      stay
      that may be filed by the Holder in any bankruptcy or insolvency proceeding
      initiated by or against the Borrower and, further, agrees not to file any
      opposition to any motion for relief from stay filed by the Holder. The Borrower
      represents, acknowledges and agrees that this provision is a specific and
      material aspect of the Loan Documents, and that the Holder would not agree
      to
      the terms of the Loan Documents if this waiver were not a part of this Note.
      The
      Borrower further represents, acknowledges and agrees that this waiver is
      knowingly, intelligently and voluntarily made, that neither the Holder nor
      any
      person acting on behalf of the Holder has made any representations to induce
      this waiver, that the Borrower has been represented (or has had the opportunity
      to he represented) in the signing of this Note and the Loan Documents and in
      the
      making of this waiver by independent legal counsel selected by the Borrower
      and
      that the Borrower has discussed this waiver with counsel.





**ARTICLE
      V**





**MISCELLANEOUS**





5.1  Failure
      or Indulgence Not Waiver .
      No
      failure or delay on the part of the Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.




5.2  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 (a) personally served, (b) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (c)
      delivered by a reputable overnight courier service with charges prepaid, or
      (d)
      transmitted by hand delivery, telegram, or 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 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),
      (ii) on the first business day following the date deposited with an overnight
      courier service with charges prepaid, or (iii) on the third business day
      following the date of mailing pursuant to subpart (b) above, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Borrower to: Boomj, Inc., 9029 South
      Pecos Road, Suite 2800, Henderson, NV 89074, Attn: Robert J. McNulty, CEO,
      fax
      number: (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
      number: (310) 789-1426, and (ii) if to the Holder, to the name, address and
      telecopy number set forth on the front page of this Note.




6


5.3  Amendment
      Provision .
      The
      term “Note” and all reference thereto, as used throughout this instrument, shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented.




5.4  Assignability .
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns. The
      Borrower may not assign its obligations under this Note.




5.5  Cost
      of Collection .
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys’
fees.




5.6  Governing
      Law .
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of Nevada. Any action brought by either party against the other concerning
      the
      transactions contemplated by this Agreement shall be brought only in the civil
      or state courts of Nevada or in the federal courts located in Clark County,
      Nevada. Both parties and the individual signing this Agreement on behalf of
      the
      Borrower agree to submit to the jurisdiction of such courts. The prevailing
      party shall be entitled to recover from the other party its reasonable
      attorney’s fees and costs. In the event that any provision of this Note is
      invalid or unenforceable under any applicable statute or rule of law, then
      such
      provision shall be deemed inoperative to the extent that it may conflict
      therewith and shall be deemed modified to conform with such statute or rule
      of
      law. Any such provision which may prove invalid or unenforceable under any
      law
      shall not affect the validity or unenforceability of any other provision of
      this
      Note. Nothing contained herein shall be deemed or operate to preclude the Holder
      from bringing suit or taking other legal action against the Borrower in any
      other jurisdiction to collect on the Borrower’s obligations to Holder, to
      realize on any collateral or any other security for such obligations, or to
      enforce a judgment or other decision in favor of the Holder. **This
      Note shall be deemed an unconditional obligation of Borrower for the payment
      of
      money and, without limitation to any other remedies of Holder, may be enforced
      against Borrower by summary proceeding pursuant to Nevada Civil Procedure Law
      and Rules Section 3213 or any similar rule or statute in the jurisdiction where
      enforcement is sought. For purposes of such rule or statute, any other document
      or agreement to which Holder and Borrower are parties or which Borrower
      delivered to Holder, which may be convenient or necessary to determine Holder’s
      rights hereunder or Borrower’s obligations to Holder are deemed a part of this
      Note, whether or not such other document or agreement was delivered together
      herewith or was executed apart from this Note.**




5.7  Maximum
      Payments .
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum rate permitted by
      applicable law. In the event that the rate of interest required to be paid
      or
      other charges hereunder exceed the maximum rate permitted by applicable law,
      any
      payments in excess of such maximum rate shall be credited against amounts owed
      by the Borrower to the Holder and thus refunded to the Borrower.




5.8  Shareholder
      Status .
      The
      Holder shall not have rights as a shareholder of the Borrower with respect
      to
      unconverted portions of this Note. However, the Holder will have all the rights
      of a shareholder of the Borrower with respect to the shares of Common Stock
      to
      be received by Holder after delivery by the Holder of a Conversion Notice to
      the
      Borrower.





**[THIS
      SPACE INTENTIONALLY LEFT BLANK]**




7


**IN
      WITNESS WHEREOF** ,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the ___ day of July 2008.





BOOMJ,
                INC.By:Name:
                Robert J. McNultyTitle:
                Chief Executive Officer





WITNESS:







8




EXHIBIT
      A





**NOTICE
      OF CONVERSION**





(To
      be
      executed by the Registered Holder in order to convert the Note)





The
      undersigned hereby elects to convert the principal amount of the Convertible
      Note (the “Note”) issued by Boomj, Inc. on July ___, 2008 and the accrued but
      unpaid interest thereon into shares of Common Stock of Boomj, Inc. (the
“Borrower”) according to the conditions set forth in such Note, as of the date
      written below.


Date of Conversion:
  Conversion Price:
  Shares To Be Delivered:
  Signature:
  Print Name:
  Address:




9