**Exhibit
        10.2**


**SUBSCRIPTION
      AGREEMENT**




**THIS
      SUBSCRIPTION AGREEMENT** (this
“ **Agreement** ”),
      is
      dated as of July
      __,
      2008 ,
      by and
      among Boomj, Inc. (formerly Reel Estate Services, Inc.), a Nevada corporation (the
“ **Company** ”),
      and
      the subscribers listed on **Exhibit
      A** hereto
      who are signatories of this Agreement (each a “ **Subscriber** ”
and
      collectively “ **Subscribers** ”).




**WHEREAS** ,
      the
      Company and the Subscribers are executing and delivering this Agreement in
      reliance upon an exemption from securities registration afforded by the
      provisions of Section 4(2), Section 4(6) and/or Regulation D (“ **Regulation
      D** ”)
      as
      promulgated by the United States Securities and Exchange Commission (the
“ **Commission** ”)
      under
      the Securities Act of 1933, as amended (the “ **1933
      Act** ”).




**WHEREAS** ,
      the
      parties desire that, upon the terms and subject to the conditions contained
      herein, the Company shall issue and sell to the Subscribers, as provided herein,
      and the Subscribers, in the aggregate, shall purchase up to $2,500,000 (the
      " **Purchase
      Price** ")
      of
      principal amount of promissory notes of the Company (“ **Note** ”
or
      “ **Notes** ”),
      a
      form of which is annexed hereto as **Exhibit
      B** ,
      convertible into shares of the Company's Common Stock, $0.001 par value (the
      " **Common
      Stock** ")
      at a
      per share conversion price set forth in the Note (“ **Conversion
      Price** ”);
      and
      Class A Common Stock Purchase Warrants (the “ **Warrants** ”),
      in
      the form annexed hereto as **Exhibit
      C** ,
      to
      purchase shares of Common Stock (the “ **Warrant
      Shares** ”).
      The
      Notes, shares of Common Stock issuable upon conversion of the Notes (the
“ **Shares** ”),
      the
      Warrants and the Warrant Shares are collectively referred to herein as the
      " **Securities** ";
      and




**WHEREAS** ,
      the
      aggregate proceeds of the sale of the Notes and the Warrants contemplated hereby
      shall be held in escrow pursuant to the terms of a Funds Escrow Agreement to
      be
      executed by the parties.




**NOW,
      THEREFORE** ,
      in
      consideration of the mutual covenants and other agreements contained in this
      Agreement the Company and the Subscribers hereby agree as follows:




1.  Closing
      Date .
      The
“ **Closing
      Date** ”
shall
      be the date that the Purchase Price is transmitted by wire transfer or otherwise
      credited to or for the benefit of the Company. The consummation of the
      transactions contemplated herein shall take place at the offices of Boomj,
      Inc.,
      upon the satisfaction or waiver of all conditions to closing set forth in this
      Agreement. Subject to the satisfaction or waiver of the terms and conditions
      of
      this Agreement, on the Closing Date, each Subscriber shall purchase and the
      Company shall sell to each Subscriber a Note in the Principal Amount designated
      on the signature page hereto for the Purchase Price indicated thereon, and
      Warrants as described in Section 2 of this Agreement. The Closing may occur
      on
      any date after a minimum of $1,000,000 of Notes are sold to Subscribers pursuant
      to this Agreement. If less than all $2,500,000 of Notes are subscribed for
      and
      sold on the Closing Date, then, subject to the terms and conditions of this
      Agreement, for a period of up to 20 days after the Closing Date, the Company
      may
      sell up to the balance of the unsold Notes to such persons as the Board of
      Directors of the Company may determine. Any such sale shall be made upon the
      same terms and conditions as those contained herein, and such persons or
      entities shall become parties to this Agreement, the Security Agreement and
      the
      Collateral Agent Agreement.




2.  Warrants . On the
      Closing Date, the Company will issue and deliver Warrants to the Subscribers.
      One Warrant will be issued for each Share which would be issued on the Closing
      Date assuming the complete conversion of the Note on the Closing Date at the
      Conversion Price. The exercise price to acquire a Warrant Share upon exercise
      of
      a Warrant shall be $0.93, subject to reduction as described in the Warrant.
      The
      Warrants shall be exercisable until five years after the issue date of the
      Warrants.




1


**Exhibit
        10.2**


3.  Security
      Interest .
      The
      Subscribers will be granted a security interest in the assets of the Company,
      including ownership of the Subsidiaries (as defined in Section 5(a) of this
      Agreement) and in the assets of the Subsidiaries, which security interest will
      be memorialized in a “ **Security
      Agreement** ,”
a
      form
      of which is annexed hereto as **Exhibit
      D** .
      The
      Subsidiaries will guaranty the Company’s obligations under the Transaction
      Documents as defined in Section 5(c). Such guaranties will be memorialized
      in a
“ **Subsidiary
      Guaranty** ”,
      the
      form of which is annexed hereto as **Exhibit
      E** .
      The
      Company will execute such other agreements, documents and financing statements
      reasonably requested by the Subscribers, which will be filed at the Company’s
      expense with the jurisdictions, states and counties designated by the
      Subscribers. The Company will also execute all such documents reasonably
      necessary in the opinion of the Subscribers to memorialize and further protect
      the security interest described herein. The Subscribers will appoint a
      Collateral Agent to represent them collectively in connection with the security
      interests to be granted to the Subscribers. The appointment of the Collateral
      Agent in connection with the Security Agreement will be pursuant to a
“ **Collateral
      Agent Agreement** ,”
a
      form
      of which is annexed hereto as **Exhibit
      F** .





4.  Subscriber
      Representations and Warranties .
      Each
      Subscriber hereby represents and warrants to and agrees with the Company only
      as
      to such Subscriber that:





(a)  Organization
      and Standing of the Subscribers .
      If such
      Subscriber is an entity, such Subscriber is a corporation, partnership or other
      entity duly incorporated or organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation or
      organization.





(b)  Authorization
      and Power .
      Such
      Subscriber has the requisite power and authority to enter into and perform
      this
      Agreement and the other Transaction Documents and to purchase the Notes and
      Warrants being sold to it hereunder. The execution, delivery and performance
      of
      this Agreement and the other Transaction Documents by such Subscriber and the
      consummation by it of the transactions contemplated hereby and thereby have
      been
      duly authorized by all necessary corporate or partnership action, and no further
      consent or authorization of such Subscriber or its Board of Directors,
      stockholders, partners, members, as the case may be, is required. This Agreement
      and the other Transaction Documents have been duly authorized, executed and
      delivered by such Subscriber and constitutes, or shall constitute when executed
      and delivered, a valid and binding obligation of such Subscriber enforceable
      against such Subscriber in accordance with the terms thereof.




(c)  No
      Conflicts .
      The
      execution, delivery and performance of this Agreement and the other Transaction
      Documents and the consummation by such Subscriber of the transactions
      contemplated hereby and thereby or relating hereto do not and will not (i)
      result in a violation of such Subscriber’s charter documents or bylaws or other
      organizational documents or (ii) conflict with, or constitute a default (or
      an
      event which with notice or lapse of time or both would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of any agreement, indenture or instrument or obligation to which
      such Subscriber is a party or by which its properties or assets are bound,
      or
      result in a violation of any law, rule, or regulation, or any order, judgment
      or
      decree of any court or governmental agency applicable to such Subscriber or
      its
      properties (except for such conflicts, defaults and violations as would not,
      individually or in the aggregate, have a material adverse effect on such
      Subscriber). Such Subscriber is not required to obtain any consent,
      authorization or order of, or make any filing or registration with, any court
      or
      governmental agency in order for it to execute, deliver or perform any of its
      obligations under this Agreement and the other Transaction Documents or to
      purchase the Securities in accordance with the terms hereof, provided that
      for
      purposes of the representation made in this sentence, such Subscriber is
      assuming and relying upon the accuracy of the relevant representations and
      agreements of the Company herein.




2


**Exhibit
          10.2**


( d)  Information
      on Company .
      S uch Subscriber has been furnished with or has had access at the EDGAR Website of
      the
      Commission to the Company's Form 10-KSB filed on February 7, 2008 for the fiscal
      year ended October 31, 2007, and the financial statements included therein
      for
      the year ended October 31, 2007, together with all prior and subsequent filings
      made with the Commission available at the EDGAR website, including the Form
      10-Q
      filed on May 15, 2008 (hereinafter referred to collectively as the " **Reports** ").
      In
      addition, such Subscriber may have received in writing from the Company such other information
      concerning its operations, financial condition and other matters as such Subscriber has requested in writing, identified thereon as OTHER WRITTEN
      INFORMATION (such other information is collectively, the " **Other
      Written Information** "),
      and
      considered all factors such Subscriber deems material in deciding on the advisability of investing in the
      Securities. The Subscriber and its advisors, if any, have been afforded the
      opportunity to ask questions of the Company and to receive answers thereto
      concerning the Company and the transactions contemplated herein.




(e)  Information
      on Subscriber .
      Concurrently herewith, Subscriber is delivering to the Company a completed
      and
      executed Subscriber Questionnaire, the form of which is attached hereto as **Exhibit
      I** .
      S uch Subscriber is, and will be at the time of the conversion of the Notes and
      exercise of the Warrants, an " **accredited
      investor** ",
      as
      such term is defined in Regulation D promulgated by the Commission under the
      1933 Act, is experienced in investments and business matters, has made
      investments of a speculative nature and has purchased securities of United
      States publicly-owned companies in private placements in the past and, with
      its
      representatives, has such knowledge and experience in financial, tax and other
      business matters as to enable such Subscriber to utilize the information made available by the Company to evaluate
      the merits and risks of and to make an informed investment decision with respect
      to the proposed purchase, which represents a speculative investment.
      S uch Subscriber has the authority and is duly and legally qualified to purchase
      and
      own the Securities. S uch Subscriber is able to bear the risk of such investment for an indefinite period
      and to afford a complete loss thereof. The information set forth in the
      Subscriber Questionnaire and on the signature page hereto regarding such Subscriber is accurate.




(f)  Purchase
      of Notes and Warrants .
      On the
      Closing Date, such Subscriber will purchase the Notes and Warrants as principal for its own account
      for investment only and not with a view toward, or for resale in connection
      with, the public sale or any distribution thereof.




(g)  Compliance
      with Securities Act . S uch Subscriber understands and agrees that the Securities have not been registered
      under the 1933 Act or any applicable state securities laws, by reason of their
      issuance in a transaction that does not require registration under the 1933
      Act
      (based in part on the accuracy of the representations and warranties of such Subscriber contained herein), and that such Securities must be held indefinitely
      unless a subsequent disposition is registered under the 1933 Act or any
      applicable state securities laws or is exempt from such
      registration.




(h)  Shares
      Legend .
      The
      Shares, and the Warrant Shares shall bear the following or similar
      legend:




" **THE
      ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR 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.** "




3


**Exhibit
          10.2**


(i)  Warrants
      Legend .
      The
      Warrants shall bear the following or
      similar legend:




" **NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE 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** ."





(j)  Note
      Legend .
      The
      Note shall bear the following legend:




" **NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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.** "




(k)  Communication
      of Offer .
      The
      offer to sell the Securities was directly communicated to such Subscriber by
      the
      Company. At no time was such Subscriber presented with or solicited by any
      leaflet, newspaper or magazine article, radio or television advertisement,
      or
      any other form of general advertising or solicited or invited to attend a
      promotional meeting otherwise than in connection and concurrently with such
      communicated offer.




4


**Exhibit
          10.2**


( l )  Restricted
      Securities .
      Such
      Subscriber understands that the Securities have not been registered under the
      1933 Act and such Subscriber will not sell, offer to sell, assign, pledge,
      hypothecate or otherwise transfer any of the Securities unless pursuant to
      an
      effective registration statement under the 1933 Act, or unless an exemption
      from
      registration is available. Notwithstanding anything to the contrary contained
      in
      this Agreement, such Subscriber may transfer (without restriction and without
      the need for an opinion of counsel) the Securities to its Affiliates (as defined
      below) provided that each such Affiliate is an “accredited investor” under
      Regulation D and such Affiliate agrees to be bound by the terms and conditions
      of this Agreement. For the purposes of this Agreement, an “ **Affiliate** ”
of
      any
      person or entity means any other person or entity directly or indirectly
      controlling, controlled by or under direct or indirect common control with
      such
      person or entity. Affiliate includes each Subsidiary of the Company. For
      purposes of this definition, “ **control** ”
means
      the power to direct the management and policies of such person or firm, directly
      or indirectly, whether through the ownership of voting securities, by contract
      or otherwise.





( m )  No
      Governmental Review .
      Such
      Subscriber understands that no United States federal or state agency or any
      other governmental or state agency has passed on or made recommendations or
      endorsement of the Securities or the suitability of the investment in the
      Securities nor have such authorities passed upon or endorsed the merits of
      the
      offering of the Securities.





(n)  Correctness
      of Representations .
      Such
      Subscriber represents as to such Subscriber that the foregoing representations
      and warranties are true and correct as of the date hereof and, unless such
      Subscriber otherwise notifies the Company prior to the Closing Date shall be
      true and correct as of the Closing Date.





(o)  Survival .
      The
      foregoing representations and warranties shall survive the Closing
      Date.





(p)  No
      Short Sales .
      Such
      Subscriber has not directly or indirectly, nor has any person or entity acting
      on behalf of or pursuant to any understanding with such Subscriber, engaged
      in
      any transactions in the securities of the Company (including, without
      limitations, any “short sales,” as defined in Rule 200 promulgated under
      Regulation SHO under the Exchange Act, involving the Company’s securities) since
      the time that such Subscriber was first contacted by the Company or placement
      agent engaged by the Company regarding an investment in the
      Company.




5.  Company
      Representations and Warranties .
      Subject
      to the Disclosure Schedules attached hereto, the Company represents and warrants
      to and agrees with each Subscriber that:




(a)  Due
      Incorporation .
      The
      Company is a corporation or other entity duly incorporated or organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      incorporation or organization and has the requisite corporate power to own
      its
      properties and to carry on its business as presently
      conducted. The Company is duly qualified as a foreign corporation to do business
      and is in good standing in each jurisdiction where the nature of the business
      conducted or property owned by it makes such qualification necessary, other
      than
      those jurisdictions in which the failure to so qualify would not have a Material
      Adverse Effect. For purposes of this Agreement, a “ **Material
      Adverse Effect** ”
shall
      mean a material adverse effect on the financial condition, results of
      operations, prospects, properties or business of the Company and its
      Subsidiaries taken as a whole. 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 (i) 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, (ii) 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 (iii) 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. The Company’s Subsidiaries as of the Closing Date and the Company’s
      ownership interest in such Subsidiaries are set forth on **Schedule
      5(a)** .




5


**Exhibit
          10.2**


(b)  Outstanding
      Stock .
      All
      issued and outstanding shares of capital stock of the Company and Subsidiary
      have been duly authorized and validly issued and are fully paid and
      non-assessable.




(c)  Authority;
      Enforceability .
      This
      Agreement, the Note, the Warrants, the Security Agreement, Subsidiary Guaranty,
      the Escrow Agreement, and any other agreements delivered together with this
      Agreement or in connection herewith (collectively “ **Transaction
      Documents** ”)
      have
      been duly authorized, executed and delivered by the Company and Subsidiaries
      (as
      applicable) and are valid and binding agreements of the Company enforceable
      in
      accordance with their terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights generally and to general principles
      of equity. The Company has full corporate power and authority necessary to
      enter
      into and deliver the Transaction Documents and to perform its obligations
      thereunder.




(d)  Additional
      Issuances . There
      are
      no outstanding agreements or preemptive or similar rights affecting the
      Company's Common Stock or equity and no outstanding rights, warrants or options
      to acquire, or instruments convertible into or exchangeable for, or agreements
      or understandings with respect to the sale or issuance of any shares of Common
      Stock or equity of the Company or Subsidiaries or other equity interest in
      the
      Company except as described on **Schedule
      5(d)** . The
      Common Stock of the Company on a fully diluted basis outstanding as of the
      last
      Business Day preceding the Closing Date is set forth on **Schedule
      5(d)** .




(e)  Consents .
      No
      consent, approval, authorization or order of any court, governmental agency
      or
      body or arbitrator having jurisdiction over the Company, or any of its
      Affiliates, the OTC Bulletin Board (the “ **Bulletin
      Board** ”)
      or the
      Company's shareholders is required for the execution by the Company of the
      Transaction Documents and compliance and performance by the Company of its
      obligations under the Transaction Documents, including, without limitation,
      the
      issuance and sale of the Securities. The Transaction Documents and the Company’s
      performance of its obligations thereunder has been unanimously approved by
      the
      Company’s Board of Directors.




(f)  No
      Violation or Conflict .
      Assuming the representations and warranties of the Subscribers in Section 4
      are
      true and correct, neither the issuance and sale of the Securities nor the
      performance of the Company’s obligations under this Agreement and all other
      agreements entered into by the Company relating thereto by the Company
      will:




(i)  violate,
      conflict with, result in a breach of, or constitute a default (or an event
      which
      with the giving of notice or the lapse of time or both would be reasonably
      likely to constitute a default) under (A) the articles or certificate of
      incorporation, charter or bylaws of the Company, (B) to the Company's knowledge,
      any decree, judgment, order, law, treaty, rule, regulation or determination
      applicable to the Company of any court, governmental agency or body, or
      arbitrator having jurisdiction over the Company or over the properties or assets
      of the Company or any of its Affiliates, (C) the terms of any bond, debenture,
      note or any other evidence of indebtedness, or any agreement, stock option
      or
      other similar plan, indenture, lease, mortgage, deed of trust or other
      instrument to which the Company or any of its Affiliates is a party, by which
      the Company or any of its Affiliates is bound, or to which any of the properties
      of the Company or any of its Affiliates is subject, or (D) the terms of any
      "lock-up" or similar provision of any underwriting or similar agreement to
      which
      the Company, or any of its Affiliates is a party except the violation, conflict,
      breach, or default of which would not have a Material Adverse Effect ;
      or




6


**Exhibit
          10.2**


(ii)  result
      in
      the creation or imposition of any lien, charge or encumbrance upon the
      Securities or any of the assets of the Company or any of its Affiliates except
      as described herein; or




(iii)  except
      as
      described in **Schedule
      5(d)** ,
      result
      in the activation of any anti-dilution rights or a reset or repricing of any
      debt or security instrument of any other creditor or equity holder of the
      Company, nor result in the acceleration of the due date of any obligation of
      the
      Company; or




(iv)  will
      result in the triggering of any piggy-back registration rights of any person
      or
      entity holding securities of the Company or having the right to receive
      securities of the Company, except as described in **Schedule
      5(f)** .




(g)  The
      Securities .
      The
      Securities upon issuance:




(i)  are,
      or
      will be, free and clear of any security interests, liens, claims or other
      encumbrances, subject to restrictions upon transfer under the 1933 Act and
      any
      applicable state securities laws;





(ii)  have
      been, or will be, duly and validly authorized and on the date of issuance of
      the
      Shares upon conversion of the Notes and the Warrant Shares and upon exercise
      of
      the Warrants, the Shares and Warrant Shares will be duly and validly issued,
      fully paid and non-assessable and if registered pursuant to the 1933 Act and
      resold pursuant to an effective registration statement will be free trading
      and
      unrestricted;




(iii)  will
      not
      have been issued or sold in violation of any preemptive or other similar rights
      of the holders of any securities of the Company;




(iv)  will
      not
      subject the holders thereof to personal liability by reason of being such
      holders; and




(v)  assuming
      the representations warranties of the Subscribers as set forth in Section 4
      hereof are true and correct, will not result in a violation of Section 5 under
      the 1933 Act.




(h)  Litigation .
      There
      is no pending or, to the best knowledge of the Company, threatened action,
      suit,
      proceeding or investigation before any court, governmental agency or body,
      or
      arbitrator having jurisdiction over the Company, or any of its Affiliates that
      would affect the execution by the Company or the performance by the Company
      of
      its obligations under the Transaction Documents. Except as disclosed in the
      Reports, there is no pending or, to the best knowledge of the Company, basis
      for
      or threatened action, suit, proceeding or investigation before any court,
      governmental agency or body, or arbitrator having jurisdiction over the Company,
      or any of its Affiliates which litigation if adversely determined would have
      a
      Material Adverse Effect .




(i)  No
      Market Manipulation .
      The
      Company and its Affiliates have not taken, and will not take, directly or
      indirectly, any action designed to, or that might reasonably be expected to,
      cause or result in stabilization or manipulation of the price of the Common
      Stock to
      facilitate the sale or resale of the Securities or affect the price at which
      the
      Securities may be issued or resold.




(j)  Information
      Concerning Company .
      The
      Reports and Other Written Information contain all material information relating
      to the Company and its operations and financial condition as of their respective
      dates which information is required to be disclosed therein. Since March 31,
      2008 and except as modified in the Other Written Information or in the Schedules
      hereto, there has been no Material Adverse Event relating to the Company's
      business, financial condition or affairs not disclosed in the Reports. The
      Reports and Other Written Information do not contain any untrue statement of
      a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein, taken as a whole, not misleading
      in
      light of the circumstances when made.




7


**Exhibit
          10.2**


(k)  Solvency .
      Based
      on the financial condition of the Company as of the Closing Date after giving
      effect to the receipt by the Company of the proceeds from the sale of all of
      the
      Notes hereunder, (i) the Company’s fair saleable value of its assets exceeds the
      amount that will be required to be paid on or in respect of the Company’s
      existing debts and other liabilities (including known contingent liabilities)
      as
      they mature; (ii) the Company’s assets do not constitute unreasonably small
      capital to carry on its business for the current fiscal year as now conducted
      and as proposed to be conducted including its capital needs taking into account
      the particular capital requirements of the business conducted by the Company,
      and projected capital requirements and capital availability thereof; and (iii)
      the current cash flow of the Company, together with the proceeds the Company
      would receive, were it to liquidate all of its assets, after taking into account
      all anticipated uses of the cash, would be sufficient to pay all amounts on
      or
      in respect of its debt when such amounts are required to be paid. The Company
      does not intend to incur debts beyond its ability to pay such debts as they
      mature (taking into account the timing and amounts of cash to be payable on
      or
      in respect of its debt).




(l)  Defaults .
      The
      Company is not in violation of its articles of incorporation or bylaws. The
      Company is (i) not in default under or in violation of any other material
      agreement or instrument to which it is a party or by which it or any of its
      properties are bound or affected, which default or violation would have a
      Material Adverse Effect ,
      (ii)
      not in default with respect to any order of any court, arbitrator or
      governmental body or subject to or party to any order of any court or
      governmental authority arising out of any action, suit or proceeding under
      any
      statute or other law respecting antitrust, monopoly, restraint of trade, unfair
      competition or similar matters, or (iii) not in violation of any statute, rule
      or regulation of any governmental authority which violation would have a
      Material Adverse Effect .




(m)  No
      Integrated Offering. Other
      than the offer and sale of (i) $2,280,000 of 12% Convertible Secured Promissory
      Notes to the Prior Investors (as defined below), and (ii) the other offers
      and
      sales disclosed in **Schedule
      5(o)** ,
      neither
      the Company, nor any of its Affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offer of the Securities pursuant to this Agreement to be integrated with
      prior offerings by the Company for purposes of the 1933 Act or any applicable
      stockholder approval provisions, including, without limitation, under the rules
      and regulations of the Bulletin Board. No prior integrated offering will impair
      the exemptions relied upon in this Offering or the Company’s ability to timely
      comply with its obligations hereunder. Neither the Company nor any of its
      Affiliates will take any action or steps that would cause the offer or issuance
      of the Securities to be integrated with other offerings which would impair
      the
      exemptions relied upon in this Offering or the Company’s ability to timely
      comply with its obligations hereunder. The Company will not conduct any offering
      other than the transactions contemplated hereby that will be integrated with
      the
      offer or issuance of the Securities that would impair the exemptions relied
      upon
      in this Offering or the Company’s ability to timely comply with its obligations
      hereunder.




(n)  No
      General Solicitation .
      Neither
      the Company, nor any of its Affiliates, nor to its knowledge, any person acting
      on its or their behalf, has engaged in any form of general solicitation or
      general advertising (within the meaning of Regulation D under the 1933 Act)
      in
      connection with the offer or sale of the Securities.




(o)  No
      Undisclosed Liabilities .
      The
      Company has no liabilities or obligations which are material, individually
      or in
      the aggregate, other than those incurred in the ordinary course of the Company
      businesses since March 31, 2008 and which, individually or in the aggregate,
      would reasonably be expected to have a Material Adverse Effect ,
      except
      as disclosed in the Reports or on **Schedule
      5(o)** .




8


**Exhibit
          10.2**


(p)  No
      Undisclosed Events or Circumstances .
      Since
      March 31, 2008, except as disclosed in the Reports or on **Schedule
      5(p)** ,
      no
      event or circumstance has occurred or exists with respect to the Company or
      its
      businesses, properties, operations or financial condition, that, under
      applicable law, rule or regulation, requires public disclosure or announcement
      prior to the date hereof by the Company but which has not been so publicly
      announced or disclosed in the Reports.




(q)  Capitalization .
      The
      authorized and outstanding capital stock of the Company and Subsidiaries as
      of
      the date of this Agreement and the Closing Date (not including the Securities)
      are set forth in the Reports or on **Schedule
      5(d)** .
      Except
      as set forth on **Schedule
      5(d)** ,
      there
      are no options, warrants, or rights to subscribe to, securities, rights or
      obligations convertible into or exchangeable for or giving any right to
      subscribe for any shares of capital stock of the Company or any of its
      Subsidiaries. The
      only
      officer, director, employee and consultant stock option or stock incentive
      plan
      currently in effect or contemplated by the Company is described on **Schedule
      5(d)** .




(r)  Dilution .
      The
      Company's executive officers and directors understand the nature of the
      Securities being sold hereby and recognize that the issuance of the Securities
      will have a potential dilutive effect on the equity holdings of other holders
      of
      the Company’s equity or rights to receive equity of the Company. The board of
      directors of the Company has concluded, in its good faith business judgment
      that
      the issuance of the Securities is in the best interests of the Company. The
      Company specifically acknowledges that its obligation to issue the Shares upon
      conversion of the Notes, and the Warrant Shares upon exercise of the Warrants,
      is binding upon the Company and enforceable regardless of the dilution such
      issuance may have on the ownership interests of other shareholders of the
      Company or parties entitled to receive equity of the Company.




(s)  No
      Disagreements with Accountants and Lawyers. There
      are no material disagreements of any kind presently existing, or reasonably
      anticipated by the Company to arise between the Company and the accountants
      and
      lawyers presently employed by the Company, including but not limited to disputes
      or conflicts over payment owed to such accountants and lawyers, nor have there
      been any such disagreements during the two years prior to the Closing
      Date.





(t)  Investment
      Company .
      Neither
      the Company nor any Affiliate of the Company is an “investment company” within
      the meaning of the Investment Company Act of 1940, as amended.





(u)  Foreign
      Corrupt Practices. Neither
      the Company, nor to the knowledge of the Company, any agent or other person
      acting on behalf of the Company, has (i) directly or indirectly, used any funds
      for unlawful contributions, gifts, entertainment or other unlawful expenses
      related to foreign or domestic political activity, (ii) made any unlawful
      payment to foreign or domestic government officials or employees or to any
      foreign or domestic political parties or campaigns from corporate funds, (iii)
      failed to disclose fully any contribution made by the Company (or made by any
      person acting on its behalf of which the Company is aware) which is in violation
      of law, or (iv) violated in any material respect any provision of the Foreign
      Corrupt Practices Act of 1977, as amended.





(v)  Reporting
      Company .
      The
      Company is a publicly-held company subject to reporting obligations pursuant
      to
      Section 13 of the Securities Exchange Act of 1934, as amended (the " **1934
      Act** ")
      and
      has a class of Common Stock registered pursuant to Section 12(g) of the 1934
      Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed
      all reports and other materials required to be filed thereunder with the
      Commission during the preceding twelve months.





(w)  Listing .
      The
      Company's Common Stock is quoted on the Bulletin Board under the symbol BOMJ.
      The Company has not received any oral or written notice that its Common Stock
      is
      not eligible nor will become ineligible for quotation on the Bulletin Board
      nor
      that its Common Stock does not meet all requirements for the continuation of
      such quotation. The Company satisfies all the requirements for the continued
      quotation of its Common Stock on the Bulletin Board.




9


**Exhibit
          10.2**


(x)  DTC
      Status .
      The
      Company’s transfer agent is a participant in, and the Common Stock is eligible
      for transfer pursuant to, the Depository Trust Company Automated Securities
      Transfer Program. The name, address, telephone number, fax number, contact
      person and email address of the Company transfer agent is set forth on **Schedule
      5(x)** hereto.





(y)  Company
      Predecessor and Subsidiaries .
      The
      Company makes each of the representations contained in Sections 5(a), (b),
      (c),
      (d), (e), (f), (h), (j), (k), (l), (o), (p), (q), (s), (t) and (u) of this
      Agreement, as same relate to the Subsidiary of the Company. All representations
      made by or relating to the Company of a historical or prospective nature and
      all
      undertakings described in Sections 9(g) through 9(l) shall relate, apply and
      refer to the Company and its predecessors. The Company represents that it owns
      the equity of the Subsidiaries and rights to receive equity of the Subsidiaries
      as set forth on **Schedule
      5(a)** ,
      free
      and clear of all liens, encumbrances and claims, except as set forth on **Schedule
      5(d)** .
      No
      person or entity other than the Company has the right to receive any equity
      interest in the Subsidiaries.





(z)  Correctness
      of Representations .
      The
      Company represents that the foregoing representations and warranties are true
      and correct as of the date hereof in all material respects, and, unless the
      Company otherwise notifies the Subscribers prior to the Closing Date, shall
      be
      true and correct in all material respects as of the Closing Date; provided,
      that, if such representation or warranty is made as of a different date in
      which
      case such representation or warranty shall be true as of such date.




(AA)  Survival .
      The
      foregoing representations and warranties shall survive the Closing
      Date.




6.  Regulation
      D Offering/Legal Opinions .
      The
      offer and issuance of the Securities to the Subscribers is being made pursuant
      to the exemption from the registration provisions of the 1933 Act afforded
      by
      Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation
      D
      promulgated thereunder. The Company will provide, at the Company's expense,
      such
      legal opinions, if any, as are reasonably necessary in each Subscriber’s opinion
      for the issuance and resale of the Common Stock issuable upon conversion of
      the
      Notes and exercise of the Warrants pursuant to an effective registration
      statement, Rule 144 under the 1933 Act or an exemption from
      registration.





7.1.  Conversion
      of Note .





(a)  Upon
      the
      conversion of a Note or part thereof, the Company shall, at its own cost and
      expense, take all necessary action, including obtaining and delivering, an
      opinion of counsel to assure that the Company's transfer agent shall issue
      stock
      certificates in the name of Subscriber (or its permitted nominee) or such other
      persons as designated by Subscriber and in such denominations to be specified
      at
      conversion representing the number of shares of Common Stock issuable upon
      such
      conversion. The Company warrants that no instructions other than these
      instructions have been or will be given to the transfer agent of the Company's
      Common Stock and that the certificates representing such shares shall contain
      no
      legend other than the legend set forth in Section 4(h). If and when a Subscriber
      sells the Shares, assuming (i) the Registration Statement (as defined below)
      is
      effective and the prospectus, as supplemented or amended, contained therein
      is
      current and (ii) such Subscriber or its agent confirms in writing to the
      transfer agent that such Subscriber has complied with the prospectus delivery
      requirements, the Company will reissue the Shares without restrictive legend
      and
      the Shares will be free-trading, and freely transferable. In the event that
      the
      Shares are sold in a manner that complies with an exemption from registration,
      the Company will promptly instruct its counsel to issue to the transfer agent
      an
      opinion permitting removal of the legend (indefinitely, if pursuant to Rule
      144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions
      of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably
      requested representations in support of such opinion).




10


**Exhibit
          10.2**


(b)  A
      Subscriber will give notice of its decision to exercise its right to convert
      the
      Note, interest, or part thereof by telecopying, or otherwise delivering a
      completed Notice of Conversion (a form of which is annexed as Exhibit A to
      the
      Note) to the Company via confirmed telecopier transmission or otherwise pursuant
      to Section 13(a) of this Agreement. Such Subscriber will not be
      required to surrender the Note until
      the Note has been fully converted or satisfied. Each date on which a Notice
      of
      Conversion is telecopied to the Company in accordance with the provisions hereof
      by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET then
      the next business day) shall be deemed a “ **Conversion
      Date** .”
The
      Company will itself or cause the Company’s transfer agent to transmit the
      Company's Common Stock certificates representing the Shares issuable upon
      conversion of the Note to such Subscriber via express courier for receipt by
      such Subscriber within three (3) business days after the Notice of Conversion
      is
      given by the Subscriber (such third day being the " **Delivery
      Date** ").
      In
      the event the Shares are electronically transferable, then delivery of the
      Shares must be made
      by electronic transfer provided request for such electronic transfer has been
      made by the Subscriber.
      A Note representing the balance of the Note not so converted will be provided
      by
      the Company to such Subscriber if requested by Subscriber, provided such
      Subscriber delivers the
      original Note to the Company. In the event that a Subscriber elects not to
      surrender a Note for reissuance upon partial payment or conversion of a Note,
      such Subscriber hereby indemnifies the Company against any and all loss or
      damage attributable to a third-party claim in an amount in excess of the actual
      amount then due under the Note.





(c)  The
      Company understands that a delay in the delivery of the Shares in the form
      required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount
      described in Section 7.2 hereof, respectively later than the Delivery Date
      or
      the Mandatory Redemption Payment Date (as hereinafter defined) could result
      in
      economic loss to the Subscriber. As compensation to a Subscriber for such loss,
      the Company agrees to pay (as liquidated damages and not as a penalty) to such
      Subscriber for late issuance of Shares in the form required pursuant to Section
      7.1 hereof upon Conversion of the Note in the amount of $100 per business day
      after the Delivery Date for each $10,000 of Note principal amount (and
      proportionately for other amounts) being converted of the corresponding Shares
      which are not timely delivered. The Company shall pay any payments incurred
      under this Section in immediately available funds upon demand. Furthermore,
      in
      addition to any other remedies which may be available to the Subscriber, in
      the
      event that the Company fails for any reason to effect delivery of the Shares
      within seven (7) business days after the Delivery Date or make payment within
      seven (7) business days after the Mandatory Redemption Payment Date (as defined
      in Section 7.2 below), such Subscriber will be entitled to revoke all or part
      of
      the relevant Notice of Conversion or rescind all or part of the notice of
      Mandatory Redemption by delivery of a notice to such effect to the Company
      whereupon the Company and such Subscriber shall each be restored to their
      respective positions immediately prior to the delivery of such notice, except
      that the liquidated damages described above shall be payable through the date
      notice of revocation or rescission is given to the Company.




7.2.  Mandatory
      Redemption at Subscriber’s Election .
      In the
      event (a) the Company is prohibited from issuing Shares, (b) fails to timely
      deliver Shares on a Delivery Date, (c) upon the occurrence of any other Event
      of
      Default (as defined in the Note or in this Agreement), and if any event listed
      in subparagraph (a), (b) or (c) is not cured during any applicable cure period
      and an additional twenty (20) days thereafter, or (d) upon a Change in Control
      (as defined below), then at such Subscriber’s election, the Company must pay to
      such Subscriber, at such Subscriber’s election, a sum of money determined by (i)
      multiplying up to the outstanding principal amount of the Note designated by
      such Subscriber by 120%, or (ii) multiplying the number of Shares otherwise
      deliverable upon conversion of an amount of Note principal and/or interest
      designated by such Subscriber (with the date of giving of such designation
      being
      a “ **Deemed
      Conversion Date** ”)
      by
      either the Conversion Price that would be in effect on the Deemed Conversion
      Date or by the highest closing price of the Common Stock on the Principal Market
      for the period commencing on the Deemed Conversion Date until the day prior
      to
      the receipt of the Mandatory Redemption Payment, whichever is greater; together
      with any other sums arising and outstanding under the Transaction Documents
      (“ **Mandatory
      Redemption Payment** ”).
      The
      Mandatory Redemption Payment must be received by such Subscriber within ten
      (10)
      business days after request (“ **Mandatory
      Redemption Payment Date** ”).
      The
      Subscriber must make a request for a Mandatory Redemption Payment within 30
      business days after the event listed in this Section 7.2 that triggered the
      right to cause the Company to make a Mandatory Redemption Payment. Upon receipt
      of the Mandatory Redemption Payment, the corresponding Note principal and
      interest will be deemed paid and no longer outstanding. “ **Change
      in Control** ”
shall
      mean (i) the Company no longer having a class of shares publicly traded or
      listed on a Principal Market (as hereinafter defined), (ii) the Company becoming
      a Subsidiary of another entity or merging into or with another entity (other
      than in connection with a reincorporation), (iii) a majority of the board of
      directors of the Company as of the Closing Date no longer serving as directors
      of the Company except due to natural causes (which shall include, a director’s
      election not to seek re-election, or the termination of such directors by the
      holders of more than 50% of the equity outstanding as of the Closing Date),
      or
      (iv) the sale, lease, license or transfer of substantially all the assets of
      the
      Company and its Subsidiaries.




11


**Exhibit
          10.2**


7.3.  Injunction Posting of Bond .
      In the
      event a Subscriber shall elect to convert a Note or part thereof, the Company
      may not refuse conversion or exercise based on any claim that such Subscriber
      or
      any one associated or affiliated with such Subscriber has been engaged in any
      violation of law, or for any other reason, unless, an injunction from a court,
      on notice, restraining and or enjoining conversion of all or part of such Note
      shall have been sought and obtained by the Company or at the Company’s request
      or with the Company’s assistance, and
      the
      Company has posted a surety bond for the benefit of such Subscriber in the
      amount of 120% of the outstanding principal and interest of the Note, or
      aggregate purchase price of the Shares which are sought to be subject to the
      injunction, which bond shall remain in effect until the completion of
      arbitration/litigation of the dispute and the proceeds of which shall be payable
      to such Subscriber to the extent Subscriber obtains judgment in Subscriber’s
      favor.





7.4.  Buy-In .
      In
      addition to any other rights available to a Subscriber, if the Company fails
      to
      deliver to a Subscriber such shares issuable upon conversion of a Note by the
      Delivery Date and if after seven (7) business days after the Delivery Date
      such
      Subscriber or a broker on such Subscriber’s behalf purchases (in an open market
      transaction or otherwise) shares of Common Stock to deliver in satisfaction
      of a
      sale by such Subscriber of the Common Stock which such Subscriber was entitled
      to receive upon such conversion (a " **Buy-In** "),
      then
      in addition to the delivery of the shares issuable upon conversion of a Note,
      the Company shall pay in cash to such Subscriber (in addition to any remedies
      available to or elected by the Subscriber) the amount by which (A) such
      Subscriber's total purchase price (including brokerage commissions, if any)
      for
      the shares of Common Stock so purchased exceeds (B) the aggregate principal
      and/or interest amount of the Note for which such conversion was not timely
      honored together
      with interest thereon at a rate of 15% per annum, accruing until such amount
      and
      any accrued interest thereon is paid in full (which amount shall be paid as
      liquidated damages and not as a penalty). For
      example, if a Subscriber purchases shares of Common Stock having a total
      purchase price of $11,000 to cover a Buy-In with respect to an attempted
      conversion of $10,000 of note principal and/or interest, the Company shall
      be
      required to pay such Subscriber $1,000 plus interest. Such Subscriber shall
      provide the Company written notice and evidence indicating the amounts payable
      to such Subscriber in respect of the Buy-In.





7.5  Adjustments. The
      Conversion Price, Warrant exercise price and amount of Shares issuable upon
      conversion of the Notes and exercise of the Warrants shall be equitably adjusted
      and as otherwise described in this Agreement, the Notes and
      Warrants.




7.6.  Redemption .
      The
      Notes shall not be redeemable or callable by the Company.




12


**Exhibit
          10.2**


8.  Broker/Due
      Diligence.




(a)  Broker. The
      Company on the one hand, and each Subscriber (for himself only) on the other
      hand, agree to indemnify the other against and hold the other harmless from
      any
      and all liabilities to any persons other than those listed on **Schedule
      8(a)** claiming
      brokerage commissions, finder’s fees or due diligence fees on account of
      services purported to have been rendered on behalf of the indemnifying party
      in
      connection with this Agreement or the transactions contemplated hereby or in
      connection with any investment in the Company at any time, whether or not such
      investment was consummated and arising out of such party’s actions. The Company
      represents that there are no parties entitled to receive fees, commissions,
      due
      diligence fees, or similar payments in connection with the Offering except
      as
      described on **Schedule
      8(a)** .
      The
      Company is solely responsible for payment of the fees described on **Schedule
      8(a)** .




9.  Covenants
      of the Company .
      The
      Company covenants and agrees with the Subscribers as follows:




(a)  Stop
      Orders .
      The
      Company will advise the Subscribers, within twenty-four hours after it receives
      notice of issuance by the Commission, any state securities commission or any
      other regulatory authority of any stop order or of any order preventing or
      suspending any offering of any securities of the Company, or of the suspension
      of the qualification of the Common Stock of the Company for offering or sale
      in
      any jurisdiction, or the initiation of any proceeding for any such purpose.
      The
      Company will not issue any stop transfer order or other order impeding the
      sale,
      resale or delivery of any of the Securities, except as may be required by any
      applicable federal or state securities laws and unless contemporaneous notice
      of
      such instruction is given to the Subscriber.




(b)  Listing/Quotation .
      The
      Company shall promptly secure the quotation or listing of the Shares and Warrant
      Shares upon each national securities exchange, or automated quotation system
      upon which they are or become eligible for quotation or listing (subject to
      official notice of issuance) and shall maintain same so long as any Warrants
      are
      outstanding. The Company will maintain the quotation or listing of its Common
      Stock on the American Stock Exchange, Nasdaq Capital Market, Nasdaq Global
      Market, Nasdaq Global Select Market, Bulletin Board, or New York Stock Exchange
      (whichever of the foregoing is at the time the principal trading exchange or
      market for the Common Stock (the “ **Principal
      Market** ”),
      and
      will comply in all respects with the Company's reporting, filing and other
      obligations under the bylaws or rules of the Principal Market, as applicable.
      The Company will provide the Subscribers copies of all notices it receives
      notifying the Company of the threatened and actual delisting of the Common
      Stock
      from any Principal Market. As of the date of this Agreement and the Closing
      Date, the Bulletin Board is and will be the Principal Market.




(c)  Market
      Regulations .
      If
      required, the Company shall notify the Commission, the Principal Market and
      applicable state authorities, in accordance with their requirements, of the
      transactions contemplated by this Agreement, and shall take all other necessary
      action and proceedings as may be required and permitted by applicable law,
      rule
      and regulation, for the legal and valid issuance of the Securities to the
      Subscribers and promptly provide copies thereof to the Subscribers.




(d)  Filing
      Requirements . From
      the
      date of this Agreement and until the last to occur of (i) two (2) years after
      the Closing Date, (ii) until all the Shares have been resold or transferred
      by
      all the Subscribers pursuant to a registration statement or pursuant to Rule
      144(b)(1)(i), or (iii) the Notes are no longer outstanding (the date of such
      latest occurrence being the “ **End
      Date** ”),
      the
      Company will (A) cause its Common Stock to continue to be registered under
      Section 12(b) or 12(g) of the 1934 Act, (B) comply in all respects with its
      reporting and filing obligations under the 1934 Act, (C) voluntarily comply
      with
      all reporting requirements that are applicable to an issuer with a class of
      shares registered pursuant to Section 12(g) of the 1934 Act, if the Company
      is
      not subject to such reporting requirements, and (D) comply with all requirements
      related to any registration statement filed pursuant to this Agreement. The
      Company will use its best efforts not to take any action or file any document
      (whether or not permitted by the 1933 Act or the 1934 Act or the rules
      thereunder) to terminate or suspend such registration or to terminate or suspend
      its reporting and filing obligations under said acts until the End Date. Until
      the End Date, the Company will continue the listing or quotation of the Common
      Stock on a Principal Market and will comply in all respects with the Company’s
      reporting, filing and other obligations under the bylaws or rules of the
      Principal Market. The Company agrees to timely file a Form D with respect to
      the
      Securities if required under Regulation D and to provide a copy thereof to
      each
      Subscriber promptly after such filing.




13


**Exhibit
          10.2**


(e)  Use
      of
      Proceeds .
      The
      proceeds of the Offering will be employed by the Company as described on **Schedule
      9(e)** .
      Except
      as set forth in Schedule 9(e), the Purchase Price may not and will not be used
      for accrued and unpaid officer and director salaries, payment of financing
      related debt, redemption of outstanding notes or equity instruments of the
      Company nor non-trade obligations outstanding on a Closing Date. For so long
      as
      any Notes are outstanding, the Company will not prepay any financing related
      debt obligations nor redeem any equity instruments of the Company without the
      prior Consent of the Subscribers.




(f)  Reservation .
      Prior
      to the Closing, the Company undertakes to reserve, pro  rata ,
      on
      behalf of each holder of a Note or Warrant, from its authorized but unissued
      Common Stock, a number of common shares reasonably necessary to allow each
      holder of a Note to be able to convert all such outstanding Notes and reserve
      the amount of Warrant Shares issuable upon exercise of the Warrants. Failure
      to
      have sufficient shares reserved pursuant to this Section 9(f) at any time shall
      be a material default of the Company’s obligations under this Agreement and an
      Event of Default under the Note.




(g)  DTC
      Program .
      At all
      times that Notes or Warrants are outstanding, the Company will employ as the
      transfer agent for the Common Stock, Shares and Warrant Shares a participant
      in
      the Depository Trust Company Automated Securities Transfer Program.




(h)  Taxes .
      From
      the date of this Agreement and until the End Date, the Company will promptly
      pay
      and discharge, or cause to be paid and discharged, when due and payable, all
      lawful taxes, assessments and governmental charges or levies imposed upon the
      income, profits, property or business of the Company; provided, however, that
      any such tax, assessment, charge or levy need not be paid if the validity
      thereof shall currently be contested in good faith by appropriate proceedings
      and if the Company shall have set aside on its books adequate reserves with
      respect thereto, and provided, further, that the Company will pay all such
      taxes, assessments, charges or levies forthwith upon the commencement of
      proceedings to foreclose any lien which may have attached as security
      therefore.




(i)  Insurance .
      From
      the date of this Agreement and until the End Date, the Company will keep its
      assets which are of an insurable character insured by financially sound and
      reputable insurers against loss or damage by fire, explosion and other risks
      customarily insured against by companies in the Company’s line of business and
      location, in amounts sufficient to prevent the Company from becoming a
      co-insurer and not in any event less than one hundred percent (100%) of the
      insurable value of the property insured less reasonable deductible amounts;
      and
      the Company will maintain, with financially sound and reputable insurers,
      insurance against other hazards and risks and liability to persons and property
      to the extent and in the manner customary for companies in similar businesses
      similarly situated and located and to the extent available on commercially
      reasonable terms.




(j)  Books
      and Records. From the
      date of this Agreement and until the End Date, the Company will keep true
      records and books of account in which full, true and correct entries will be
      made of all dealings or transactions in relation to its business and affairs
      in
      accordance with generally accepted accounting principles applied on a consistent
      basis.




14


**Exhibit
        10.2**




(k)  Governmental
      Authorities. From the
      date of this Agreement and until the End Date, the Company shall duly observe
      and conform in all material respects to all valid requirements of governmental
      authorities relating to the conduct of its business or to its properties or
      assets.




(l)  Intellectual
      Property .
      From
      the date of this Agreement and until the End Date, the Company shall maintain
      in
      full force and effect its corporate existence, rights and franchises and all
      licenses and other rights to use intellectual property owned or possessed by
      it
      and reasonably deemed to be necessary to the conduct of its business, unless
      it
      is sold for value.




(m)  Properties. From the
      date of this Agreement and until the End Date, the Company will keep its
      properties in good repair, working order and condition, reasonable wear and
      tear
      excepted, and from time to time make all necessary and proper repairs, renewals,
      replacements, additions and improvements thereto; and the Company will at all
      times comply with each provision of all leases to which it is a party or under
      which it occupies property if the breach of such provision could reasonably
      be
      expected to have a Material Adverse Effect.




(n)  Confidentiality/Public
      Announcement. From the
      date of this Agreement and until the End Date, the Company agrees that except
      in
      connection with a Form 8-K and the registration statement or statements
      regarding the Subscribers’ securities or in correspondence with the SEC
      regarding same, it will not disclose publicly or privately the identity of
      the
      Subscribers unless expressly agreed to in writing by a Subscriber or only to
      the
      extent required by law and then only upon five days prior notice to Subscriber.
      In any event and subject to the foregoing, the Company undertakes to file a
      Form
      8-K or make a public announcement describing the Offering not later than the
      business day after the Closing Date. Prior to filing or announcement, such
      Form
      8-K or public announcement will be provided to Subscribers for their review
      and
      approval. In the Form 8-K or public announcement, the Company will specifically
      disclose the amount of Common Stock outstanding immediately after the Closing.
      Upon  delivery by the Company to the Subscribers after the Closing
      Date of any notice or information, in writing, electronically or otherwise,
      and
      while a Note, Shares, Warrants, or Warrant Shares are held by such Subscribers,
      unless the  Company has in good faith determined that the matters
      relating to such notice do not constitute material, nonpublic
      information relating to the Company or
      Subsidiaries, the Company  shall within one business day after
      any such delivery publicly disclose such  material,  nonpublic 
information on a Report on Form 8-K or otherwise. **In
      the event that the Company believes that a
      notice or communication to a Subscriber contains material, nonpublic
      information, relating to the Company or Subsidiaries, the Company shall so
      indicate to such Subscriber prior to delivery of such notice or information.
      Subscriber will be granted sufficient time to notify the Company that Subscriber
      elects not to receive such information. In such case, the Company will not
      deliver such information to Subscriber. In the absence of any such
      indication, such Subscriber shall be allowed to presume that all matters
      relating to such notice and information do not constitute material,
      nonpublic information relating to the Company or its
      Subsidiaries.**




(o)  Non-Public
      Information .
      The
      Company covenants and agrees that except for the Reports, Other Written
      Information and schedules and exhibits to this Agreement and any other
      disclosure required under the Transaction Documents, which information the
      Company undertakes to publicly disclose not later than the sooner of the
      required or actual filing date of the Form 8-K described in Section 9(n) above,
      neither it nor any other person acting on its behalf will at any time provide
      any Subscriber or its agents or counsel with any information that the Company
      believes constitutes material non-public information, unless prior thereto
      such
      Subscriber shall have agreed in writing to accept such information. The Company
      understands and confirms that each Subscriber shall be relying on the foregoing
      representations in effecting transactions in securities of the
      Company.




(p)  Negative
      Covenants .
      So long
      as a Note is outstanding, without the Consent of the Subscribers, the Company
      will not and will not permit any of its Subsidiaries to directly or
      indirectly:




15


**Exhibit
          10.2**


(i)  create,
      incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit
      arrangement, lien, charge, claim, security interest, security title, mortgage,
      security deed or deed of trust, easement or encumbrance, or preference, priority
      or other security agreement or preferential arrangement of any kind or nature
      whatsoever (including any lease or title retention agreement, any financing
      lease having substantially the same economic effect as any of the foregoing,
      and
      the filing of, or agreement to give, any financing statement perfecting a
      security interest under the Uniform Commercial Code or comparable law of any
      jurisdiction) (each, a “ **Lien** ”)
      upon
      any of its property, whether now owned or hereafter acquired except for: (a)
      Liens imposed by law for taxes that are not yet due or are being contested
      in
      good faith and for which adequate reserves have been established in accordance
      with generally accepted accounting principles; (b) carriers’, warehousemen’s,
      mechanics’, material men’s, repairmen’s and other like Liens imposed by law,
      arising in the ordinary course of business and securing obligations that are
      not
      overdue by more than 30 days or that are being contested in good faith and
      by
      appropriate proceedings; (c) pledges and deposits made in the ordinary course
      of
      business in compliance with workers’ compensation, unemployment insurance and
      other social security laws or regulations; (d) deposits to secure the
      performance of bids, trade contracts, leases, statutory obligations, surety
      and
      appeal bonds, performance bonds and other obligations of a like nature, in
      each
      case in the ordinary course of business; (e) Liens created with respect to
      the
      financing of the purchase of new property in the ordinary course of the
      Company’s business up to the amount of the purchase price of such property; and
      (f) easements, zoning restrictions, rights-of-way and similar encumbrances
      on
      real property imposed by law or arising in the ordinary course of business
      that
      do not secure any monetary obligations and do not materially detract from the
      value of the affected property (each of (a) through (f), a “ **Permitted
      Lien** ”) ;





(ii)  amend
      its
      certificate of incorporation, bylaws or its charter documents so as to
      materially and adversely affect any rights of the Subscriber;





(iii)  repay,
      repurchase or offer to repay, repurchase or otherwise acquire or make any
      dividend or distribution in respect of any of its Common Stock, preferred stock,
      or other equity securities other than to the extent permitted or required under
      the Transaction Documents; or





(iv)  engage
      in
      any transactions with any officer, director, employee or any Affiliate of the
      Company, including any contract, agreement or other arrangement providing for
      the furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director or such employee or, to the knowledge of the Company, any entity in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee or partner, in each case other than (i) for
      an
      aggregate amount that is less than $100,000 and pursuant to the terms that
      are
      no less favorable to the Company than those that can be obtained from the third
      party in an armed length transaction for payment of salary, or consulting fees
      for services rendered, (ii) reimbursement for expenses incurred on behalf of
      the
      Company, and (iii) for other employee benefits, including stock option
      agreements under any stock option plan of the Company .




The
      Company agrees to provide Subscribers not less than ten (10) days notice prior
      to becoming obligated to or effectuating a Permitted Lien.




16


**Exhibit
          10.2**


(q)  Offering
      Restrictions .
      For so
      long as the Notes are outstanding, the Company will not enter into any Equity
      Line of Credit or similar agreement, nor issue nor agree to issue any floating
      or Variable Priced Equity Linked Instruments nor any of the foregoing or equity
      with price reset rights (collectively, the “ **Variable
      Rate Restrictions** ”). For
      purposes hereof, “ **Equity
      Line of Credit** ”
shall
      include any transaction involving a written agreement between the Company and
      an
      investor or underwriter whereby the Company has the right to “put” its
      securities to the investor or underwriter over an agreed period of time and
      at
      an agreed price or price formula, and “ **Variable
      Priced Equity Linked Instruments** ”
shall
      include: (A) any debt or equity securities which are convertible into,
      exercisable or exchangeable for, or carry the right to receive additional shares
      of Common Stock either (1) at any conversion, exercise or exchange rate or
      other
      price that is based upon and/or varies with the trading prices of or quotations
      for Common Stock at any time after the initial issuance of such debt or equity
      security, or (2) with a fixed conversion, exercise or exchange price that is
      subject to being reset at some future date at any time after the initial
      issuance of such debt or equity security due to a change in the market price
      of
      the Company’s Common Stock since date of initial issuance, and (B) any
      amortizing convertible security which amortizes prior to its maturity date,
      where the Company is required or has the option to (or any investor in such
      transaction has the option to require the Company to) make such amortization
      payments in shares of Common Stock which are valued at a price that is based
      upon and/or varies with the trading prices of or quotations for Common Stock
      at
      any time after the initial issuance of such debt or equity security (whether
      or
      not such payments in stock are subject to certain equity
      conditions).




(r)  Seniority .
      Except
      for Permitted Liens and as otherwise provided for herein, until the Notes are
      fully satisfied or converted, the Company shall not grant any security interest
      to be taken in the assets of the Company or any Subsidiary; nor issue any debt,
      equity or other instrument which would give the holder thereof directly or
      indirectly, a right in any assets of the Company or any Subsidiary equal to
      or
      superior to any right of the holder of a Note in or to such assets.




(s)  Notices .
      For so
      long as the Subscribers hold any Securities, the Company will maintain a United
      States address and United States fax number for notices purposes under the
      Transaction Documents.




(t)  Investor
      Relations .
      During
      the term of the Notes, the Company shall at all times engage one or more
      investor relations firms to provide after market support for the Company’s
      securities.




10.  Covenants
      of the Company Regarding Indemnification.




(a)  The
      Company agrees to indemnify, hold harmless, reimburse and defend the
      Subscribers, the Subscribers' officers, directors, agents, Affiliates, members,
      managers, control persons, and principal shareholders, against any claim, cost,
      expense, liability, obligation, loss or damage (including reasonable legal
      fees)
      of any nature, incurred by or imposed upon the Subscriber or any such person
      which results, arises out of or is based upon (i) any material misrepresentation
      by Company or breach of any representation or warranty by Company in this
      Agreement or in any Exhibits or Schedules attached hereto, or other agreement
      delivered pursuant hereto; or (ii) after any applicable notice and/or cure
      periods, any breach or default in performance by the Company of any covenant
      or
      undertaking to be performed by the Company hereunder, or any other agreement
      entered into by the Company and Subscriber relating hereto.




(b)  The
      procedures set forth in Section 11.5 shall apply to the indemnification set
      forth in Section 10(a).




11.1.  Registration
      Rights .
      The
      Company hereby grants the following registration rights to holders of the
      Securities.




17


**Exhibit
          10.2**


(i)  On
      one
      occasion, for a period commencing 180 days after the Closing Date and ending
      two
      years after the Closing Date, upon a written request therefor from any record
      holder(s) of more than 50% of the Shares issued and issuable upon conversion
      of
      the outstanding Notes and outstanding Warrant Shares (the “ **Initiating
      Holders** ”),
      the
      Company shall prepare and file with the Commission a registration statement
      under the 1933 Act registering shares
      of
      Common Stock issued and issuable to the Subscribers upon conversion or exercise
      of all of the Notes and Warrants (collectively the “ **Registrable
      Securities** ”) ,
      which
      are the subject of such request for unrestricted public resale by the holder
      thereof. Notwithstanding the definition in Section 1.11(iv), for purposes of
      Sections 11.1(i) and 11.1(ii), Registrable Securities shall not include
      Securities which are (A) registered for resale in an effective registration
      statement, (B) included for registration in a pending registration statement,
      (C) which have been issued without further transfer restrictions after a sale
      or
      transfer pursuant to Rule 144 under the 1933 Act or (D) which may be resold
      under Rule 144(b)(1)(i). Upon the receipt of such request, the Company shall
      promptly give written notice to all other record holders of the Registrable
      Securities that such registration statement is to be filed and shall include
      in
      such registration statement Registrable Securities for which it has received
      written requests within ten days after the Company gives such written notice.
      Such other requesting record holders shall be deemed to have exercised their
      demand registration right under this Section 11.1(i). Any registration statement
      filed under this Section 11.1(i) may include shares of Common Stock held by
      other securityholders of the Company. If, for any reason, the amount of the
      Registrable Securities to be included in the offering shall be reduced, the
      Registrable Securities and the other shares to be included in any registration
      statement shall participate in such offering as follows: (i) first, the
      Registrable Securities requested to be included in such registration by the
      Initiating Holders, and if two or more Initiating Holders are included in the
      registration, pro rata among the Initiating Holders on the basis of the number
      of Registrable Securities owned by each such Initiating Holder, (ii) second,
      the
      Registrable Securities requested to be included in such registration by any
      holder other than the Initiating Holders, pro rata among such holders on the
      basis of the number of Registrable Securities owned by such holder, (iii) third,
      any other securities of the Company requested to be registered by the holders
      of
      such other securities pursuant to agreements with the Company granting such
      other securityholders certain registration rights, and (iv) any other Common
      Stock requested to be registered by holders of Common Stock, pro-rata among
      such
      holders.




(ii)  If
      the
      Company at any time during the first 18 months following the Closing Date,
      proposes to register any of its securities under the 1933 Act for sale to the
      public, whether for its own account or for the account of other security holders
      or both, except with respect to registration statements on Forms S-4, S-8 or
      another form not available for registering the Registrable Securities for sale
      to the public, each such time it will give at least ten (10) days' prior written
      notice to the record holder of the Registrable Securities of its intention
      so to
      do. Upon the written request of the holder, received by the Company within
      ten
      (10) days after the giving of any such notice by the Company, to register any
      of
      the Registrable Securities, the Company will cause the Registrable Securities
      as
      to which registration shall have been so requested (up to the maximum number
      of
      such shares registrable pursuant
      to Rule 415 of the 1933 Act) to be
      included with the securities to be covered by the registration statement
      proposed to be filed by the Company, all to the extent required to permit the
      sale or other disposition of the Registrable Securities so registered by the
      holder of such Registrable Securities (the “ **Seller** ”
or
      “ **Sellers** ”).
      In
      the event that any registration pursuant to this Section 11.1(ii) shall be,
      in
      whole or in part, an underwritten public offering of common stock of the
      Company, the number of shares of Registrable Securities to be included in such
      an underwriting may be reduced by the managing underwriter if and to the extent
      that the Company and the underwriter shall reasonably be of the opinion that
      such inclusion would adversely affect the marketing of the securities to be
      sold
      by the Company therein. The Company shall so advise all holders requesting
      to be
      included in the registration and underwriting and the number of shares of
      Registrable Securities that may be included in the registration and underwriting
      shall, unless the Company has agreed otherwise with any shareholder, be
      allocated among all the shareholders requesting to be included in the
      registration and underwriting in proportion, as nearly as practicable, to the
      respective amounts of Registrable Securities held by them at the time of filing
      the registration statement and among all other holders of registration rights
      with the Company in accordance with their agreements. Notwithstanding the
      foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay
      or suffer a delay of any registration statement referred to in this Section
      11.1(ii) without thereby incurring any liability to the Seller.




(iii)  If,
      at
      the time any written request for registration is received by the Company
      pursuant to Section 11.1(i), the Company has determined to proceed with the
      actual preparation and filing of a registration statement under the 1933 Act
      in
      connection with the proposed offer and sale for cash of any of its securities
      for the Company's own account and the Company actually does file such other
      registration statement, such written request shall be deemed to have been given
      pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of
      the
      holders of Registrable Securities covered by such written request shall be
      governed by Section 11.1(ii).




18


**Exhibit
          10.2**


(iv)  As
      a
      condition to having the Seller’s Registrable Securities included in any
      Registration Statement, a Seller shall answer the questions set forth in Selling
      Shareholder Questionnaire (“ **Shareholder
      Questionnaire** ”)
      in the
      form attached as **Exhibit
      I** and
      deliver such completed questionnaire to the Company prior to the Company’s
      filing of any Registration Statement.




11.2.  Registration
      Procedures .
      If and
      whenever the Company is required by the provisions of Sections 11.1(i) or
      11.1(ii) to effect the registration of any Registrable Securities under the
      1933
      Act, the Company will, as expeditiously as possible:




(a)  prepare
      and file with the Commission a registration statement required by Section 11,
      with respect to such securities and use its best efforts to cause such
      registration statement to become and remain effective for the period of the
      distribution contemplated thereby (determined as herein provided), and upon
      request from any Subscriber, provide to such Subscriber with copies of all
      filings and Commission letters of comment;




(b)  prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective until the End Date
      and
      comply with the provisions of the 1933 Act with respect to the disposition
      of
      all of the Registrable Securities covered by such registration statement in
      accordance with the Sellers’ intended method of disposition set forth in such
      registration statement for such period;




(c)  furnish
      to the Sellers, at the Company’s expense, such number of copies of the
      registration statement and the prospectus included therein (including each
      preliminary prospectus) as such persons reasonably may request in order to
      facilitate the public sale or their disposition of the securities covered by
      such registration statement or make them electronically available;




(d)  use
      its reasonable
      best efforts to register or qualify the Registrable Securities covered by such
      registration statement under the securities or “blue sky” laws of such
      jurisdictions as the Sellers shall request in writing, provided, however, that
      the Company shall not for any such purpose be required to qualify generally
      to
      transact business as a foreign corporation in any jurisdiction where it is
      not
      so qualified or to consent to general service of process in any such
      jurisdiction;




(e)  if
      applicable, list the Registrable Securities covered by such registration
      statement with any securities exchange on which the Common Stock of the Company
      is then listed;




(f)  notify
      the Subscribers within twenty-four hours of the Company’s becoming aware that a
      prospectus relating thereto is required to be delivered under the 1933 Act,
      of
      the happening of any event of which the Company has knowledge as a result of
      which the prospectus contained in such registration statement, as then in
      effect, includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing or which
      becomes subject to a Commission, state or other governmental order suspending
      the effectiveness of the registration statement covering any of the Registrable
      Securities;




(g)  provided
      same would not be in violation of the provision of Regulation FD under the
      1934
      Act, make available for inspection by the Sellers during reasonable business
      hours, and any attorney, accountant or other agent retained by the Seller or
      underwriter, all publicly available, non-confidential financial and other
      records, pertinent corporate documents and properties of the Company solely
      in
      connection with the preparation such registration statement; and




19


**Exhibit
          10.2**


(h)  provide
      to the Sellers copies of the registration statement and amendments thereto
      two
      business days prior to the filing thereof with the Commission. Any Subscriber’s
      failure to comment on any registration statement or other document provided
      to a
      Subscriber or its counsel shall not be construed to constitute approval thereof
      nor the accuracy thereof.




11.3.  Provision
      of Documents .
      In
      connection with each registration statement described in this Section 11, each
      Seller will furnish to the Company in writing such information and
      representation letters with respect to itself and the proposed distribution
      by
      it as reasonably shall be necessary in order to assure compliance with federal
      and applicable state securities laws.




11.4.  Expenses .
      All
      expenses incurred by the Company in complying with Section 11, including,
      without limitation, all registration and filing fees, printing expenses (if
      required), fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including reasonable counsel fees) incurred
      in connection with complying with state securities or “blue sky” laws, fees of
      the NASD, transfer taxes, and fees of transfer agents and registrars, are called
      “ **Registration
      Expenses** .”
All
      underwriting discounts and selling commissions applicable to the sale of
      Registrable Securities are called " **Selling
      Expenses** ."
      The
      Company will pay all Registration Expenses in connection with the registration
      statement under Section 11. Selling Expenses in connection with each
      registration statement under Section 11 shall be borne by the Seller and may
      be
      apportioned among the Sellers in proportion to the number of shares sold by
      the
      Seller relative to the number of shares sold under such registration statement
      or as all Sellers thereunder may agree.




11.5.  Indemnification
      and Contribution .




(a)  In
      the
      event of a registration of any Registrable Securities under the 1933 Act
      pursuant to Section 11, the Company will, to the extent permitted by law,
      indemnify and hold harmless the Seller, each of the officers, directors, agents,
      Affiliates, members, managers, control persons, and principal shareholders
      of
      the Seller, each underwriter of such Registrable Securities thereunder and
      each
      other person, if any, who controls such Seller or underwriter within the meaning
      of the 1933 Act, against any losses, claims, damages or liabilities, joint
      or
      several, to which the Seller, or such underwriter or controlling person may
      become subject under the 1933 Act or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based
      upon any untrue statement or alleged untrue statement of any material fact
      contained in any registration statement under which such Registrable Securities
      was registered under the 1933 Act pursuant to Section 11, any preliminary
      prospectus or final prospectus contained therein, or any amendment or supplement
      thereof, or arise out of or are based upon the omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading in light of the circumstances when made,
      and will subject to the provisions of Section 11.5(c) reimburse the Seller,
      each
      such underwriter and each such controlling person for any legal or other
      expenses reasonably incurred by them in connection with investigating or
      defending any such loss, claim, damage, liability or action; provided, however,
      that the Company shall not be liable to the Seller to the extent that any such
      damages arise out of or are based upon an untrue statement or omission made
      in
      any preliminary prospectus if (i) the Seller failed to send or deliver a copy
      of
      the final prospectus delivered by the Company to the Seller with or prior to
      the
      delivery of written confirmation of the sale by the Seller to the person
      asserting the claim from which such damages arise, (ii) the final prospectus
      would have corrected such untrue statement or alleged untrue statement or such
      omission or alleged omission, or (iii) to the extent that any such loss, claim,
      damage or liability arises out of or is based upon an untrue statement or
      alleged untrue statement or omission or alleged omission so made in conformity
      with information furnished by any such Seller in writing specifically for use
      in
      such registration statement or prospectus.




20


**Exhibit
          10.2**


(b)  In
      the
      event of a registration of any of the Registrable Securities under the 1933
      Act
      pursuant to Section 11, each Seller severally but not jointly will, to the
      extent permitted by law, indemnify and hold harmless the Company, and each
      person, if any, who controls the Company within the meaning of the 1933 Act,
      each officer of the Company who signs the registration statement, each director
      of the Company, each underwriter and each person who controls any underwriter
      within the meaning of the 1933 Act, against all losses, claims, damages or
      liabilities, joint or several, to which the Company or such officer, director,
      underwriter or controlling person may become subject under the 1933 Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in the registration statement
      under which such Registrable Securities were registered under the 1933 Act
      pursuant to Section 11, any preliminary prospectus or final prospectus contained
      therein, or any amendment or supplement thereof, or arise out of or are based
      upon the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      and will reimburse the Company and each such officer, director, underwriter
      and
      controlling person for any legal or other expenses reasonably incurred by them
      in connection with investigating or defending any such loss, claim, damage,
      liability or action, provided, however, that the Seller will be liable hereunder
      in any such case if and only to the extent that any such loss, claim, damage
      or
      liability arises out of or is based upon an untrue statement or alleged untrue
      statement or omission or alleged omission made in reliance upon and in
      conformity with information pertaining to such Seller, as such, furnished in
      writing to the Company by such Seller specifically for use in such registration
      statement or prospectus, and provided, further, however, that the liability
      of
      the Seller hereunder shall be limited to the net proceeds actually received
      by
      the Seller from the sale of Registrable Securities pursuant to such registration
      statement.




(c)  Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof, but the omission so to notify the indemnifying party shall
      not
      relieve it from any liability which it may have to such indemnified party other
      than under this Section 11.5(c) and shall only relieve it from any liability
      which it may have to such indemnified party under this Section 11.5(c), except
      and only if and to the extent the indemnifying party is prejudiced by such
      omission. In case any such action shall be brought against any indemnified
      party
      and it shall notify the indemnifying party of the commencement thereof, the
      indemnifying party shall be entitled to participate in and, to the extent it
      shall wish, to assume and undertake the defense thereof with counsel
      satisfactory to such indemnified party, and, after notice from the indemnifying
      party to such indemnified party of its election so to assume and undertake
      the
      defense thereof, the indemnifying party shall not be liable to such indemnified
      party under this Section 11.5(c) for any legal expenses subsequently incurred
      by
      such indemnified party in connection with the defense thereof other than
      reasonable costs of investigation and of liaison with counsel so selected,
      provided, however, that, if the defendants in any such action include both
      the
      indemnified party and the indemnifying party and the indemnifying party shall
      have reasonably concluded that there may be reasonable defenses available to
      indemnified party which are different from or additional to those available
      to
      the indemnifying party or if the interests of the indemnified party reasonably
      may be deemed to conflict with the interests of the indemnifying party, the
      indemnified parties, as a group, shall have the right to select one separate
      counsel, reasonably satisfactory to the indemnified and indemnifying party,
      and
      to assume such legal defenses and otherwise to participate in the defense of
      such action, with the reasonable expenses and fees of such separate counsel
      and
      other expenses related to such participation to be reimbursed by the
      indemnifying party as incurred.




(d)  In
      order
      to provide for just and equitable contribution in the event of joint liability
      under the 1933 Act in any case in which either (i) a Seller, or any controlling
      person of a Seller, makes a claim for indemnification pursuant to this Section
      11.5 but it is judicially determined (by the entry of a final judgment or decree
      by a court of competent jurisdiction and the expiration of time to appeal or
      the
      denial of the last right of appeal) that such indemnification may not be
      enforced in such case notwithstanding the fact that this Section 11.5 provides
      for indemnification in such case, or (ii) contribution under the 1933 Act may
      be
      required on the part of the Seller or controlling person of the Seller in
      circumstances for which indemnification is not provided under this Section
      11.5;
      then, and in each such case, the Company and the Seller will contribute to
      the
      aggregate losses, claims, damages or liabilities to which they may be subject
      (after contribution from others) in such proportion so that the Seller is
      responsible only for the portion represented by the percentage that the public
      offering price of its securities offered by the registration statement bears
      to
      the public offering price of all securities offered by such registration
      statement, provided, however, that, in any such case, (y) the Seller will not
      be
      required to contribute any amount in excess of the public offering price of
      all
      such securities sold by it pursuant to such registration statement; and (z)
      no
      person or entity guilty of fraudulent misrepresentation (within the meaning
      of
      Section 11(f) of the 1933 Act) will be entitled to contribution from any person
      or entity who was not guilty of such fraudulent misrepresentation  and
      provided, further, however, that the liability of the Seller hereunder shall
      be
      limited to the net proceeds actually received by the Seller from the sale of
      Registrable Securities pursuant to such registration statement..




21


**Exhibit
          10.2**


11.7.  Delivery
      of Unlegended Shares .




(a)  Within
      three (3) business (such third business day being the “ **Unlegended
      Shares Delivery Date** ”)
      after
      the business day on which the Company has received (i) a notice that Shares
      or
      Warrant Shares or any other Common Stock held by a Subscriber have been sold
      pursuant to the Registration Statement or Rule 144 under the 1933 Act, (ii)
      a
      representation that the prospectus delivery requirements, or the requirements
      of
      Rule 144, as applicable and if required, have been satisfied, and (iii) the
      original share certificates representing the shares of Common Stock that have
      been sold, and (iv) in the case of sales under Rule 144, customary
      representation letters of the Subscriber and, if required, Subscriber’s broker
      regarding compliance with the requirements of Rule 144 and Form 144, the Company
      at its expense, (y) shall deliver, and shall cause legal counsel selected by
      the
      Company to deliver to its transfer agent (with copies to Subscriber) an
      appropriate instruction and opinion of such counsel, directing the delivery
      of
      shares of Common Stock without any legends including the legend set forth in
      Section 4( i )
      above
      (the “ **Unlegended
      Shares** ”);
      and
      (z) cause the transmission of the certificates representing the Unlegended
      Shares together with a legended certificate representing the balance of the
      submitted Shares certificate, if any, to the Subscriber at the address specified
      in the notice of sale, via express courier, by electronic transfer or otherwise
      on or before the Unlegended Shares Delivery Date.




(b)  In
      lieu
      of delivering physical certificates representing the Unlegended Shares, upon
      request of a Subscriber, so long as the certificates therefor do not bear a
      legend and the Subscriber is not obligated to return such certificate for the
      placement of a legend thereon, the Company shall cause its transfer agent to
      electronically transmit the Unlegended Shares by crediting the account of
      Subscriber’s prime broker with the Depository Trust Company through its Deposit
      Withdrawal Agent Commission system, if such transfer agent participates in
      such
      DWAC system. Such delivery must be made on or before the Unlegended Shares
      Delivery Date.





(c)  The
      Company understands that a delay in the delivery of the Unlegended Shares
      pursuant to Section 11 hereof later than two business days after the Unlegended
      Shares Delivery Date could result in economic loss to a Subscriber. As
      compensation to a Subscriber for such loss, the Company agrees to pay late
      payment fees (as liquidated damages and not as a penalty) to the Subscriber
      for
      late delivery of Unlegended Shares in the amount of $100 per business day after
      the Delivery Date for each $10,000 of purchase price of the Unlegended Shares
      subject to the delivery default. If during any 360 day period, the Company
      fails
      to deliver Unlegended Shares as required by this Section 11.7 for an aggregate
      of thirty (30) days, then each Subscriber or assignee holding Securities subject
      to such default may, at its option, require the Company to redeem all or any
      portion of the Shares and Warrant Shares subject to such default at a price
      per
      share equal to the greater of (i) 120%, or (ii) a fraction in which the
      numerator is the highest closing price of the Common Stock during the
      aforedescribed thirty day period and the denominator of which is the lowest
      conversion price during such thirty day period, multiplied by the Purchase
      Price
      of such Common Stock and exercise price of such Warrant Shares (“ **Unlegended
      Redemption Amount** ”).
      The
      Company shall pay any payments incurred under this Section in immediately
      available funds upon demand.




22


**Exhibit
          10.2**


(d)  In
      addition to any other rights available to a Subscriber, if the Company fails
      to
      deliver to a Subscriber Unlegended Shares as required pursuant to this
      Agreement, within seven (7) business days after the Unlegended Shares Delivery
      Date and the Subscriber or a broker on the Subscriber’s behalf, purchases (in an
      open market transaction or otherwise) shares of common stock to deliver in
      satisfaction of a sale by such Subscriber of the shares of Common Stock which
      the Subscriber was entitled to receive from the Company (a " **Buy-In** "),
      then
      the Company shall pay in cash to the Subscriber (in addition to any remedies
      available to or elected by the Subscriber) the amount by which (A) the
      Subscriber's total purchase price (including brokerage commissions, if any)
      for
      the shares of common stock so purchased exceeds (B) the aggregate purchase
      price
      of the shares of Common Stock delivered to the Company for reissuance as
      Unlegended Shares  together
      with interest thereon at a rate of 15% per annum accruing until such amount
      and
      any accrued interest thereon is paid in full (which amount shall be paid as
      liquidated damages and not as a penalty). For
      example, if a Subscriber purchases shares of Common Stock having a total
      purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase
      price of shares of Common Stock delivered to the Company for reissuance as
      Unlegended Shares, the Company shall be required to pay the Subscriber
      $ 1,000,
      plus interest. The
      Subscriber shall provide the Company written notice indicating the amounts
      payable to the Subscriber in respect of the Buy-In.




(e)  In
      the
      event a Subscriber shall request delivery of Unlegended Shares as described
      in
      Section 11.7 or Warrant Shares upon exercise of Warrants and the Company is
      required to deliver such Unlegended Shares pursuant to Section 11.7 or the
      Warrant Shares pursuant to the Warrants, the Company may not refuse to deliver
      Unlegended Shares or Warrant Shares based on any claim that such Subscriber
      or
      any one associated or affiliated with such Subscriber has been engaged in any
      violation of law, or for any other reason, unless, an injunction or temporary
      restraining order from a court, on notice, restraining and or enjoining delivery
      of such Unlegended Shares or exercise of all or part of said Warrant shall
      have
      been sought and obtained by the Company or at the Company’s request or with the
      Company’s assistance, and the
      Company has posted a surety bond for the benefit of such Subscriber in the
      amount of 120% of the amount of the aggregate purchase price of the Common
      Stock
      and Warrant Shares which are subject to the injunction or temporary restraining
      order, which bond shall remain in effect until the completion of
      arbitration/litigation of the dispute and the proceeds of which shall be payable
      to such Subscriber to the extent Subscriber obtains judgment in Subscriber’s
      favor.





11.8.  In
      the
      event commencing on January 4, 2009 and ending 18 months thereafter, the
      Subscriber is not permitted to resell (i) any of the Shares or (ii) any Warrant
      Shares that were purchased for cash at least six months before the proposed
      date
      of sale or pursuant to cashless exercise as described in Section 2 of the
      Warrant, without any restrictive legend or if such sales are permitted but
      subject to volume limitations or further restrictions on resale as a result
      of
      the unavailability to Subscriber of Rule 144(b)(1)(i) under the 1933 Act or
      any
      successor rule (a “ **144
      Default** ”),
      for
      any reason except for Subscriber’s status as an Affiliate or “control person” of
      the Company or change in current applicable securities laws, then the Company
      shall pay such Subscriber as liquidated damages and not as a penalty an amount
      equal to two percent (2%) for each thirty (30) days (or such lesser pro-rata
      amount for any period less than thirty (30) days) thereafter of the purchase
      price of the Shares and Warrant Shares owned by the Subscriber during the
      pendency of the 144 Default. Liquidated Damages that accrue pursuant to Section
      11.4 and liquidated damages that accrue pursuant to this Section 11.8 for
      contemporaneous periods shall be payable only in connection with the higher
      of
      such amounts (and not both of such amounts) as shall have accrued. Liquidated
      Damages shall not be payable pursuant to this Section 11.8 in connection with
      Shares and Warrant Shares for such times as such Shares and Warrant Shares
      may
      be sold by the holder thereof without restriction pursuant to Section
      144(b)(1)(i) of the 1933 Act.





23


**Exhibit
          10.2**


12.  Miscellaneous .




(a)  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 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: (i) if to the Company, 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 Subscriber, to: the one or more addresses and fax numbers indicated
      on
      the signature pages hereto.




(b)  Entire
      Agreement; Assignment .
      This
      Agreement and other documents delivered in connection herewith represent the
      entire agreement between the parties hereto with respect to the subject matter
      hereof and may be amended only by a writing executed by both parties. Neither
      the Company nor the Subscribers have relied on any representations not contained
      or referred to in this Agreement and the documents delivered herewith. No right
      or obligation of the Company shall be assigned without prior notice to and
      the
      written Consent of the Subscribers.




(c)  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.




(d)  Law
      Governing this Agreement . This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      Nevada or in the federal courts located in Clark County, Nevada. The parties
      to
      this Agreement hereby irrevocably waive any objection to jurisdiction and venue
      of any action instituted hereunder and shall not assert any defense based on
      lack of jurisdiction or venue or based upon forum
      non conveniens . **The
      parties executing this Agreement and other agreements referred to herein or
      delivered in connection herewith on behalf of the Company agree to submit to
      the
      in personam jurisdiction of such courts and hereby irrevocably waive trial
      by
      jury.** 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
      Agreement or any other agreement delivered in connection herewith 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 enforceability of any other provision of any agreement.
      Each party hereby irrevocably waives personal service of process and consents
      to
      process being served in any suit, action or proceeding in connection with this
      Agreement or any other Transaction Document by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Agreement
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof. Nothing contained herein shall be deemed to limit
      in
      any way any right to serve process in any other manner permitted by
      law.




24


**Exhibit
          10.2**


(e)  Specific
      Enforcement, Consent to Jurisdiction . The
      Company and Subscriber acknowledge and agree that irreparable damage would
      occur
      in the event that any of the provisions of this Agreement were not performed
      in
      accordance with their specific terms or were otherwise breached. It is
      accordingly agreed that the parties shall be entitled to seek an injunction
      or
      injunctions to prevent or cure breaches of the provisions of this Agreement
      and
      to enforce specifically the terms and provisions hereof, this being in addition
      to any other remedy to which any of them may be entitled by law or equity.
      Subject to Section 12(d) hereof, each party hereby irrevocably waives, and
      agrees not to assert in any such suit, action or proceeding, any claim that
      it
      is not personally subject to the jurisdiction in Nevada of such court, that
      the
      suit, action or proceeding is brought in an inconvenient forum or that the
      venue
      of the suit, action or proceeding is improper. Nothing in this Section shall
      affect or limit any right to serve process in any other manner permitted by
      law.




(f)  Independent
      Nature of Subscribers . The
      Company acknowledges that the obligations of each Subscriber under the
      Transaction Documents are several and not joint with the obligations of any
      other Subscriber, and no Subscriber shall be responsible in any way for the
      performance of the obligations of any other Subscriber under the Transaction
      Documents. The
      Company acknowledges that each Subscriber has represented that the decision
      of
      each Subscriber to purchase Securities has been made by such Subscriber
      independently of any other Subscriber and independently of any information,
      materials, statements or opinions as to the business, affairs, operations,
      assets, properties, liabilities, results of operations, condition (financial
      or
      otherwise) or prospects of the Company which may have been made or given by
      any
      other Subscriber or by any agent or employee of any other Subscriber, and no
      Subscriber or any of its agents or employees shall have any liability to any
      Subscriber (or any other person) relating to or arising from any such
      information, materials, statements or opinions. The
      Company acknowledges that nothing contained in any Transaction Document, and
      no
      action taken by any Subscriber pursuant hereto or thereto (including, but not
      limited to, the (i) inclusion of a Subscriber in the Registration Statement
      and
      (ii) review by, and consent to, such Registration Statement by a Subscriber)
      shall be deemed to constitute the Subscribers as a partnership, an association,
      a joint venture or any other kind of entity, or create a presumption that the
      Subscribers are in any way acting in concert or as a group with respect to
      such
      obligations or the transactions contemplated by the Transaction Documents. 
The Company acknowledges that each Subscriber shall be entitled to independently
      protect and enforce its rights, including without limitation, the rights arising
      out of the Transaction Documents, and it shall not be necessary for
      any other Subscriber to be joined as an additional party in any proceeding
      for
      such purpose.  The Company acknowledges that it has elected to provide all
      Subscribers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because Company was required or requested to do so by the
      Subscribers.  The Company acknowledges that such procedure with respect to
      the Transaction Documents in no way creates a presumption that the Subscribers
      are in any way acting in concert or as a group with respect to the Transaction
      Documents or the transactions contemplated thereby.




(g)  Damages .
      In the
      event the Subscriber is entitled to receive any liquidated damages pursuant
      to
      the Transactions, the Subscriber may elect to receive the greater of actual
      damages or such liquidated damages.




(h)  Consent .
      As used
      in the Agreement, “ **Consent
      of the Subscribers** ”
or
      similar language means the consent of holders of not less than 50% of the total
      of the Shares issued and issuable upon conversion of outstanding Notes owned
      by
      Subscribers on the date consent is requested.




(i)  Equal
      Treatment .
      No
      consideration shall be offered or paid to any person to amend or consent to
      a
      waiver or modification of any provision of the Transaction Documents unless
      the
      same consideration is also offered and paid to all the Subscribers and their
      permitted successors and assigns who agree or are deemed to have agreed to
      such
      amendment or consent.




25


**Exhibit
          10.2**


(j)  Maximum
      Payments . Nothing
      contained herein or in any document referred to herein or delivered in
      connection herewith shall be deemed to establish or require the payment of
      a
      rate of interest or other charges in excess of the maximum permitted by
      applicable law. In the event that the rate of interest or dividends required
      to
      be paid or other charges hereunder exceed the maximum permitted by such law,
      any
      payments in excess of such maximum shall be credited against amounts owed by
      the
      Company to the Subscriber and thus refunded to the Company.




(k)  Calendar
      Days .
      All
      references to “days” in the Transaction Documents shall mean calendar days
      unless otherwise stated. The terms “business days” and “trading days” shall mean
      days that the New York Stock Exchange is open for trading for three or more
      hours. Time periods shall be determined as if the relevant action, calculation
      or time period were occurring in Nevada. Any deadline that falls on a
      non-business day in any of the Transaction Documents shall be automatically
      extended to the next business day and interest, if any, shall be calculated
      and
      payable through such extended period.




(l)  Maximum
      Liability .
      In no
      event shall the liability of any Subscriber or permitted successor hereunder
      or
      under any Transaction Document or other agreement delivered in connection
      herewith be greater in amount than the dollar amount of the net proceeds
      actually received by such Subscriber upon the sale of Registrable
      Securities.




(m)  Captions:
      Certain Definitions .
      The
      captions of the various sections and paragraphs of this Agreement have been
      inserted only for the purposes of convenience; such captions are not a part
      of
      this Agreement and shall not be deemed in any manner to modify, explain, enlarge
      or restrict any of the provisions of this Agreement. As used in this Agreement
      the term “ person ”
shall
      mean and include an individual, a partnership, a joint venture, a corporation,
      a
      limited liability company, a trust, an unincorporated organization and a
      government or any department or agency thereof.




(n)  Severability .
      In the
      event that any term or provision of this Agreement shall be finally determined
      to be superseded, invalid, illegal or otherwise unenforceable pursuant to
      applicable law by an authority having jurisdiction and venue, that determination
      shall not impair or otherwise affect the validity, legality or enforceability:
      (i) by or before that authority of the remaining terms and provisions of this
      Agreement, which shall be enforced as if the unenforceable term or provision
      were deleted, or (ii) by or before any other authority of any of the terms
      and
      provisions of this Agreement.




(o)  Successor
      Laws .
      References in the Transaction Documents to laws, rules, regulations and forms
      shall also include successors to and functionally equivalent replacements of
      such laws, rules, regulations and forms. A successor rule to Rule 144(b)(1)(i)
      shall include any rule that would be available to a non-Affiliate of the Company
      for the sale of Common Stock not subject to volume restrictions and after a
      six
      month holding period.




[THE
      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


26


**Exhibit
          10.2**


**SIGNATURE
      PAGE TO SUBSCRIPTION AGREEMENT**





Please
      acknowledge your acceptance of the foregoing Subscription Agreement by signing
      and returning a copy to the undersigned whereupon it shall become a binding
      agreement between us.





BOOMJ,
              INC.a
              Nevada corporationBy:Name:
                Robert J. McNultyTitle:
                CEODated:
              July __, 2008





**SUBSCRIBER**
            
            **PURCHASE
                PRICE AND NOTE PRINCIPAL**Name
                of Subscriber:
              
              __________________________________________________________
              
              Address:
                __________________________________________________
              
              _________________________________________________________
              
              Fax
                No.: __________________________________________________
              
              Taxpayer
                ID# (if applicable): __________________________________
              
              _________________________________________________________
              (Signature)
              By:
            
            $
                _________________


27


**Exhibit
        10.2**


**LIST
      OF EXHIBITS AND SCHEDULES**




Exhibit
                A
            List
                of SubscribersExhibit
                B
            Form
                of NoteExhibit
                C
            Form
                of Class A WarrantExhibit
                D
            Form
                of Security AgreementExhibit
                E
            Form
                of Subsidiary GuarantyExhibit
                F
            Form
                of Collateral Agent AgreementExhibit
                G
            [INTENTIONALLY
                DELETED]Exhibit
                H
            Subscriber
                QuestionnaireExhibit
                I
            Selling
                Shareholder QuestionnaireSchedule
                5(a)
            SubsidiariesSchedule
                5(d)
            Additional
                Issuances / Capitalization / Reset RightsSchedule
                5(f)
            Other
                Registration RightsSchedule
                5(o)
            Undisclosed
                LiabilitiesSchedule
                5(x)
            Transfer
                AgentSchedule
                8(a)
            FeesSchedule
                9(e)
            Use
                of ProceedsSchedule
                11.1
            Other
                Registrable Shares


28


**EXHIBIT A**


(To
      Subscription Agreement)




**Name
                And Address of Purchaser**
            
            **Principal Amount**
              **of
                Note**
            
            **Number**
              **Of Warrants**
            
            **Purchase**
              **Price**




Subscription Agreement


29




**EXHIBIT
      H**





**SUBSCRIBER
      QUESTIONNAIRE**





I.  The
      Subscriber represents and warrants that he or it comes within one category **marked
      below** ,
      and
      that for any category marked, he or it has truthfully set forth, where
      applicable, the factual basis or reason the Subscriber comes within that
      category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
      CONFIDENTIAL. The undersigned shall furnish any additional information which
      Boomj, Inc. (the “Company”) deems necessary in order to verify the answers set
      forth below.





**Category
                A ___**
            The
                undersigned is an individual (not a partnership, corporation, etc.)
                whose
                individual net worth, or joint net worth with his or her spouse,
                presently
                exceeds $1,000,000.*Explanation.*In calculating net worth you may include equity in personal
                property
                and real estate, including your principal residence, cash, short-term
                investments, stock and securities. Equity in personal property and
                real
                estate should be based on the fair market value of such property
                less debt
                secured by such property.**Category
                B ___**
            The
                undersigned is an individual (not a partnership, corporation, etc.)
                who
                had an individual income in excess of $200,000 in each of the two
                most
                recent years, or joint income with his or her spouse in excess of
                $300,000
                in each of those years (in each case including foreign income, tax
                exempt
                income and full amount of capital gains and losses but excluding
                any
                income of other family members and any unrealized capital appreciation)
                and has a reasonable expectation of reaching the same income level
                in the
                current year.**Category
                C ___**
            The
                undersigned is a director or executive officer of the Company which
                is
                issuing and selling the Company’s $.001 par value Common Stock (the
                “Shares”) and common stock purchase warrants (the
                “Warrants”) (collectively referred to as the
                “Securities”).**Category
                D ___**
            The
                undersigned is a bank; savings and loan association; registered
                broker-dealer; insurance company; registered investment company;
                registered business development company; licensed small business
                investment company (“SBIC”); any plan established and maintained by
                a state, its political subdivisions, or any agency or instrumentality
                of a
                state or its political subdivisions, for the benefit of its employees,
                if
                such plan has total assets in excess of $5,000,000; or employee benefit
                plan within the meaning of Title 1 of ERISA and (a) the investment
                decision is made by a plan fiduciary which is either a bank, savings
                and
                loan association, insurance company or registered investment advisor,
                or
                (b) the plan has total assets in excess of $5,000,000 or is a self
                directed plan with investment decisions made solely by persons that
                are
                accredited investors.________________________________________________________________________________________(describe
                entity)




Subscription Agreement   30





**Category
                E ___**
            The
                undersigned is a private business development company as defined
                in
                section 202(a)(22) of the Investment Advisors Act of
                1940.________________________________________________________________________________________(describe
                entity)**Category
                F ___**
            The
                undersigned is either a corporation, partnership, Massachusetts business
                trust, or non-profit organization within the meaning of Section 501(c)(3)
                of the Internal Revenue Code, in each case not formed for the specific
                purpose of acquiring the Securities and with total assets in excess
                of
                $5,000,000.________________________________________________________________________________________(describe
                entity)**Category
                G ___**
            The
                undersigned is a trust with total assets in excess of $5,000,000,
                not
                formed for the specific purpose of acquiring the Securities, where
                the
                purchase is directed by a “sophisticated person” as defined in Regulation
                506(b)(2)(ii) under the Securities Act.**Category
                H ___**
            The
                undersigned is an entity (other than a trust) all the equity owners
                of
                which are “accredited investors” within one or more of the above
                categories. If relying upon this Category alone, each equity owner
                must
                complete a separate copy of this Agreement.________________________________________________________________________________________(describe
                entity)**Category
                I ___**
            The
                undersigned is not within any of the categories above and is therefore
                not
                an accredited investor.





(a)
      As
      used herein, the term “net worth” means the excess of total assets at fair
      market value (including home and personal property) over total liabilities
      (including mortgage). For purposes hereof, “individual income” means adjusted
      gross income less any income attributable to a spouse or to property owned
      by a
      spouse, increased by the following amounts (but not including any amounts
      attributable to a spouse or to property owned by a spouse): (i) the amount
      of
      any interest income received which is tax-exempt under Section 103 of the
      Internal Revenue Code of 1986, as amended (the “ Code ”),
      (ii)
      the amount of losses claimed as a limited partner in a limited partnership
      (as
      reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion
      under Section 611 et seq. of the Code, and (iv) any amount by which income
      from
      long-term capital gains has been reduced in arriving at adjusted gross income
      pursuant to the provisions of Section 12.02 of the Code.





The
      undersigned agrees that the undersigned will notify the Company at any time
      on
      or prior to the execution of this Agreement in the event that the
      representations and warranties in this Agreement shall cease to be true,
      accurate and complete.




Subscription Agreement   31





II.  SUITABILITY (please
      answer each question)





(a)  For
      an
      individual Subscriber, please describe your current employment, including the
      company by which you are employed and its principal business:










(b)  For
      an
      individual Subscriber, please describe any college or graduate degrees held
      by
      you:










(c)  For
      all
      Subscribers, please list types of prior investments:









(d)  For
      all
      Subscribers, please state whether you have you participated in other private
      placements before:





YES_______
            NO_______





(e)  If
      your
      answer to question (d) above was “YES”, please indicate frequency of such prior
      participation in private
      placements of:





Public
              Companies
            
            Private
              CompaniesFrequently
            
            
            ___________
            
            
            _______________Occasionally
            
            
            ___________
            
            
            _______________Never
            
            
            ___________
            
            
            _______________




(f)  For
      individual Subscribers, do you expect your current level of income to
      significantly decrease in the foreseeable future:





YES_______
            NO_______





(g)  For
      trust, corporate, partnership and other institutional Subscribers, do you expect
      your total assets to significantly decrease in the foreseeable future:





YES_______
            NO_______





(h)  For
      all
      Subscribers, do you have any other investments or contingent liabilities which
      you reasonably anticipate could cause you to need sudden cash requirements
      in
      excess of cash readily available to you:





YES_______
            NO_______





(i)  For
      all
      Subscribers, are you familiar with the risk aspects and the non-liquidity of
      investments such as the Securities for which you seek to subscribe?





YES_______
            NO_______




Subscription Agreement   32





(j)  For
      all
      Subscribers, do you understand that there is no guarantee of financial return
      on
      this investment and that you run the risk of losing your entire
      investment?





YES_______
            NO_______





III.  MANNER
      IN WHICH TITLE IS TO BE HELD . **(circle one)**





(a)  Individual
      Ownership


(b)  Community
      Property


(c)  Joint
      Tenant with Right of Survivorship (both parties must sign)


(d)  Partnership*


(e)  Tenants
      in Common


(f)  Corporation*


(g)  Trust*


(h)  Limited
      Liability Company*


(i)  Other





*If
      Securities are being subscribed for by an entity, the attached Certificate
      of
      Signatory must also be completed.





IV.  NASD
      AFFILIATION .





Are
      you
      affiliated or associated with an NASD member firm **(please
      check one)** :





Yes
                _________
            No
                __________





If
      Yes,
      please describe:


_________________________________________________________


_________________________________________________________


_________________________________________________________





*If
      Subscriber is a Registered Representative with an NASD member firm, have the
      following acknowledgment signed by the appropriate party:





The
      undersigned NASD member firm acknowledges receipt of the notice required by
      Rule
      3050 of the NASD Conduct Rules.





Name
                of NASD Member Firm




By:Authorized
                OfficerDate:





V.  The
      undersigned is informed of the significance to the Company of the foregoing
      representations and answers contained in the Confidential Investor Questionnaire
      contained herein and such answers have been provided under the assumption that
      the Company will rely on them.


Subscription Agreement


33




VI.  In
      furnishing the above information, the undersigned acknowledges that the Company
      will be relying thereon in determining, among other things, whether there are
      reasonable grounds to believe that the undersigned qualifies as a Purchaser
      under Section 4(2), Section 4(6) and/or Regulation D as promulgated by the
      United States Securities and Exchange Commission under the Securities Act of
      1933 and applicable state securities laws for the purposes of the proposed
      investment.





VII.  The
      undersigned understands and agrees that the Company may request further
      information of the undersigned in verification or amplification of the
      undersigned's knowledge of business affairs, the undersigned's assets and the
      undersigned's ability to bear the economic risk involved in an investment in
      the
      securities of the Company.





VIII.  The
      undersigned represents to you that (a) the information contained herein is
      complete and accurate on the date hereof and may be relied upon by you and
      (b)
      the undersigned will notify you immediately of any change in any such
      information occurring prior to the acceptance of the subscription and will
      promptly send you written confirmation of such change. The undersigned hereby
      certifies that he, she or it has read and understands the Subscription Agreement
      related hereto.




IX.  In
      order
      for the Company to comply with applicable anti-money laundering/U.S. Treasury
      Department Office of Foreign Assets Control (“ OFAC ”)
      rules
      and regulations, Subscriber is required to provide the following
      information:




**1.**  **Payment
      Information**




(a)
      Name
      and address (including country) of the bank from which Subscriber’s payment to
      the Company is being wired (the “ Wiring
      Bank ”):




_______________________________________




_______________________________________




_______________________________________




_______________________________________




(b) Subscriber’s
          wiring instructions at the Wiring Bank:




_______________________________________




_______________________________________




_______________________________________







(c)
      Is
      the Wiring Bank located in the U.S. or another “ FATF
      Country ”*?




_____
                Yes
            ______
                No





* As of
      the date hereof, countries that are members of the Financial Action Task Force
      on Money Laundering (“ FATF
      Country ”)
      are:
      Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland,
      France, Germany, Greece, Hong Kong, Iceland, Ireland, Italy, Japan, Luxembourg,
      Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal, Russian
      Federation, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, United
      Kingdom and the United States of America.




Subscription Agreement   34




(d)
      Is
      Subscriber a customer of the Wiring Bank?





_____
                Yes
            ______
                No




**2.**  **Additional
      Information** ( *N.B.:
      this Section applies only to prospective investors who responded “no” to either
      of Question I(c) or I(d) above.)*




The
      following materials must be provided to the Company (forms will be provided
      by
      the Company upon request):




**For
      Individual Investors:**




____
        A
        government issued form of picture identification (e.g., passport or drivers
        license).
  ____
          Proof of the individual’s current address (e.g., current utility bill), if not
          included in the form of picture identification.





**For
      Funds of Funds or Entities that Invest on Behalf of Third Parties Not Located
      in
      the U.S. or Other FATP Countries:**





_____
            A
                certificate of due formation and organization and continued authorization
                to conduct business in the jurisdiction of its organization (e.g.,
                certificate of good standing)._____
            An
                “incumbency certificate” attesting to the title of the individual
                executing these subscription materials on behalf of the prospective
                investor._____
            A
                completed copy of a certification that the entity has adequate anti-money
                laundering policies and procedures (“AML Policies and Procedures”)
                in place that are consistent with the USA PATRIOT Act, OFAC and other
                relevant federal, state or non-U.S. anti-money laundering laws and
                regulations (with a copy of the entity’s current AML Policies and
                Procedures to which such certification relates)._____
            A
                letter of reference from the entity’s local office of a reputable bank or
                brokerage firm that is incorporated, or has its principal place of
                business located, in the U.S. or other FATF Country certifying that
                the
                prospective investor maintains an account at such bank/brokerage
                firm for
                a length of time and containing a statement affirming the prospective
                investor’s integrity.





**For
      all other Entity Investors:**





_____
            A
                certificate of due formation and organization and continued authorization
                to conduct business in the jurisdiction of its organization (e.g.,
                certificate of good standing)._____
            An
                “incumbency certificate” attesting to the title of the individual
                executing these subscription materials on behalf of the prospective
                investor._____
            A
                letter of reference from the entity’s local office of a reputable bank or
                brokerage firm that is incorporated, or has its principal place of
                business located, in the U.S. or other FATF Country certifying that
                the
                prospective investor maintains an account at such bank/brokerage
                firm for
                a length of time and containing a statement affirming the prospective
                investor’s integrity.


Subscription Agreement


35




_____
            If
                the prospective investor is a privately-held entity, a certified
                list of
                the names of every person or entity who is directly or indirectly
                the
                beneficial owner of 25% or more of any voting or non-voting class
                of
                equity interests of the Subscriber, including (i) country of citizenship
                (for individuals) or principal place of business (for entities) and,
                (ii)
                for individuals, such individual’s principal employer and
                position._____
            If
                the prospective investor is a trust, a certified list of (i) the
                names of
                the current beneficiaries of the trust that have, directly or indirectly,
                25% or more of any interest in the trust, (ii) the name of the settler
                of
                the trust, (iii) the name(s) of the trustee(s) of the trust, and
                (iv) the
                country of citizenship (for individuals) or principal place of business
                (for entities).





ARTICLE
      X. ADDITIONAL
      INFORMATION





A
      TRUST
      MUST ATTACH A COPY OF ITS DECLARATION OF TRUST OR OTHER GOVERNING INSTRUMENT,
      AS
      AMENDED, AS WELL AS ALL OTHER DOCUMENTS THAT AUTHORIZE THE TRUST TO INVEST
      IN
      THE SECURITIES. ALL RESOLUTIONS AND DOCUMENTATION MUST BE COMPLETE AND CORRECT
      AS OF THE DATE HEREOF.




Subscription Agreement   36




**EXECUTION
      PAGE**





**PURCHASE
      PRICE/** **PRINCIPAL AMOUNT OF NOTES** **= $_____________ (US Dollars)**





**NUMBER
      OF WARRANTS = __________________**





**Signature**
            
            **Signature
                (if purchasing jointly)****Name
                Typed or Printed**
            
            **Name
                Typed or Printed****Entity
                Name**
            
            **Entity
                Name****Address**
            
            **Address****City,
                State and Zip Code**
            
            **City,
                State and Zip Code****Telephone-Business**
            
            **Telephone-Business****Telephone-Residence**
            
            **Telephone-Residence****Facsimile-Business**
            
            **Facsimile-Business****Facsimile-Residence**
            
            **Facsimile-Residence****Tax
                ID # or Social Security #**
            
            **Tax
                ID # or Social Security #****Email
                Address**





**Name
      in which the Securities should be issued** :  **_________________________**




**Dated:**  **________________, 2008**





**This
      Confidential Subscriber Questionnaire is executed as of ___________________,
      2008.**




By:Name:Title:


Subscription
        Agreement


37