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SECURITY AGREEMENT

Security Agreement

SECURITY AGREEMENT | Document Parties: CONECTISYS CORP | AJW MASTER FUND, LTD | AJW PARTNERS, LLC | First Street Manager II, LLC | NEW MILLENNIUM CAPITAL PARTNERS II, LLC | SMS Group, LLC | UNITED TELEMETRY COMPANY You are currently viewing:
This Security Agreement involves

CONECTISYS CORP | AJW MASTER FUND, LTD | AJW PARTNERS, LLC | First Street Manager II, LLC | NEW MILLENNIUM CAPITAL PARTNERS II, LLC | SMS Group, LLC | UNITED TELEMETRY COMPANY

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Title: SECURITY AGREEMENT
Governing Law: New York     Date: 4/10/2008
Industry: Electronic Instr. and Controls     Law Firm: Rutan Tucker;Ballard Spahr     Sector: Technology

SECURITY AGREEMENT, Parties: conectisys corp , ajw master fund  ltd , ajw partners  llc , first street manager ii  llc , new millennium capital partners ii  llc , sms group  llc , united telemetry company
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<pre>
Exhibit 10.5     Security Agreement dated as of March 28, 2008 between the
                Registrant and the secured parties named therein

SECURITY AGREEMENT

SECURITY AGREEMENT (this "Agreement"), dated as of March 28, 2008, by and among
ConectiSys Corporation, a Colorado corporation ("Parent"), United Telemetry
Company, a Nevada corporation and eEnergyServices.com, Inc., a Nevada
corporation (collectively the "Subsidiary")(hereinafter the Parent and the
Subsidiary shall collectively be referred to as the "Company") and the secured
parties signatory hereto and their respective endorsees, transferees and assigns
(collectively, the "Secured Party").

W I T N E S S E T H:

WHEREAS, pursuant to a Securities Purchase Agreement, dated the date hereof,
between Parent and the Secured Party (the "Purchase Agreement"), Parent has
agreed to issue to the Secured Party and the Secured Party has agreed to
purchase from Parent certain of Parent's 8% Callable Secured Convertible Notes,
due three years from the date of issue (the "Notes"), which are convertible into
shares of Company's Common Stock, no par value per share (the "Common Stock").
In connection therewith, Parent shall issue the Secured Party certain Common
Stock purchase warrants (the "Warrants"); and

WHEREAS, the Parent and the Subsidiary have been, and are now, engaged in the
development of a low-cost automatic meter reading, or AMR solution. The
company's AMR solution includes a proprietary system employing specialized
hardware and software that allows for residential and commercial applications.
United Telemetry Company Inc., a wholly owned subsidiary of ConectiSys
Corporation, is a commercial telecommunications company in the development
stage. The company transmits commercial data on time at the lowest possible cost
to satisfying the demands of business domestically and abroad for critical point
to point information. eEnergyServices.com, Inc., a wholly owned subsidiary of
ConectiSys Corporation, has no assets and has not commenced operations. In the
past, as now, the Parent has provided financing for the Subsidiary, and the
Subsidiary has relied upon the Parent to provide such financing.   In addition,
it is anticipated that, if the Subsidiary executes and delivers this Agreement,
the Parent will continue to provide such financing to the Subsidiary, and that
the proceeds of the Purchase Agreement and Notes will be used, in part, for the
general working capital purposes of the Subsidiary; and

WHEREAS, the Subsidiary constitutes all of the subsidiaries of the Parent and it
is in the best interest of the Subsidiary as subsidiaries of the Parent and the
indirect beneficiaries of the Purchase Agreement and Notes, that the Secured
Party enter into the Purchase Agreement and purchase the Notes to the Company;
and

WHEREAS, in order to induce the Secured Party to purchase the Notes, Company has
agreed to execute and deliver to the Secured Party this Agreement for the
benefit of the Secured Party and to grant to it a first priority security
interest in certain property of Company to secure the prompt payment,
performance and discharge in full of all of Company's obligations under the
Notes and exercise and discharge in full of Company's obligations under the
Warrants; and

WHEREAS, in light of the foregoing, the Company expects to derive substantial
benefit from the Purchase Agreement and sale of the Notes and the transactions
contemplated thereby and, in furtherance thereof, has agreed to execute and
deliver this Agreement.

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

1.       Certain Definitions.   As used in this Agreement, the following terms
shall have the meanings set forth in this Section 1.   Terms used but not
otherwise defined in this Agreement that are defined in Article 9 of the UCC
(such as "general intangibles" and "proceeds") shall have the respective
meanings given such terms in Article 9 of the UCC.

(a)      "Collateral" means the collateral in which the Secured Party is granted
a security interest by this Agreement and which shall include the following,
whether presently owned or existing or hereafter acquired or coming into
existence, and all additions and accessions thereto and all substitutions and
replacements thereof, and all proceeds, products and accounts thereof,
including, without limitation, all proceeds from the sale or transfer of the
Collateral and of insurance covering the same and of any tort claims in
connection therewith:

(i)      All Goods of the Company, including, without limitations, all machinery,
equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices
and other equipment of every kind and nature and wherever situated, together
with all documents of title and documents representing the same, all additions
and accessions thereto, replacements therefor, all parts therefor, and all
substitutes for any of the foregoing and all other items used and useful in
connection with the Company's businesses and all improvements thereto
(collectively, the "Equipment"); and

(ii)     All Inventory of the Company; and

(iii)    All of the Company's contract rights and general intangibles, including,
without limitation, all partnership interests, stock or other securities,
licenses, distribution and other agreements, computer software development
rights, leases, franchises, customer lists, quality control procedures, grants
and rights, goodwill, trademarks, service marks, trade styles, trade names,
patents, patent applications, copyrights, deposit accounts, and income tax
refunds (collectively, the "General Intangibles"); and

(iv)     All Receivables of the Company including all insurance proceeds, and
rights to refunds or indemnification whatsoever owing, together with all
instruments, all documents of title representing any of the foregoing, all
rights in any merchandising, goods, equipment, motor vehicles and trucks which
any of the same may represent, and all right, title, security and guaranties
with respect to each Receivable, including any right of stoppage in transit; and

(v)      All of the Company's documents, instruments and chattel paper, files,
records, books of account, business papers, computer programs and the products
and proceeds of all of the foregoing Collateral set forth in clauses (i)-(iv)
above.

(b)      "Company" shall mean, collectively, Company and all of the subsidiaries
of Company, a list of which is contained in Schedule A, attached hereto.

(c)      "Obligations" means all of the Company's obligations under this
Agreement and the Notes, in each case, whether now or hereafter existing,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated
or unliquidated, whether or not jointly owed with others, and whether or not
from time to time decreased or extinguished and later decreased, created or
incurred, and all or any portion of such obligations or liabilities that are
paid, to the extent all or any part of such payment is avoided or recovered
directly or indirectly from the Secured Party as a preference, fraudulent
transfer or otherwise as such obligations may be amended, supplemented,
converted, extended or modified from time to time.

(d)      "UCC" means the Uniform Commercial Code, as currently in effect in the
State of New York.

2.       Grant of Security Interest.   As an inducement for the Secured Party to
purchase the Notes and to secure the complete and timely payment, performance
and discharge in full, as the case may be, of all of the Obligations, the
Company hereby, unconditionally and irrevocably, pledges, grants and
hypothecates to the Secured Party, a continuing security interest in, a
continuing first lien upon, an unqualified right to possession and disposition
of and a right of set-off against, in each case to the fullest extent permitted
by law, all of the Company's right, title and interest of whatsoever kind and
nature in and to the Collateral (the "Security Interest").

3.       Representations, Warranties, Covenants and Agreements of the Company.
The Company represents and warrants to, and covenants and agrees with, the
Secured Party as follows:

(a)      The Company has the requisite corporate power and authority to enter
into this Agreement and otherwise to carry out its obligations thereunder.   The
execution, delivery and performance by the Company of this Agreement and the
filings contemplated therein have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company.
This Agreement constitutes a legal, valid and binding obligation of the Company
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditor rights generally.

(b)      The Company represents and warrants that it has no place of business or
offices where its respective books of account and records are kept (other than
temporarily at the offices of its attorneys or accountants) or places where
Collateral is stored or located, except as set forth on Schedule A attached
hereto;

(c)      Except as set forth on Schedule C, the Company is the sole owner of the
Collateral (except for non-exclusive licenses granted by the Company in the
ordinary course of business), free and clear of any liens, security interests,
encumbrances, rights or claims, and is fully authorized to grant the Security
Interest in and to pledge the Collateral.   Except as set forth on Schedule C,
there is not on file in any governmental or regulatory authority, agency or
recording office an effective financing statement, security agreement, license
or transfer or any notice of any of the foregoing (other than those that have
been filed in favor of the Secured Party pursuant to this Agreement) covering
or affecting any of the Collateral.   Except as set forth in Schedule C, so long
as this Agreement shall be in effect, the Company shall not execute and shall
not knowingly permit to be on file in any such office or agency any such
financing statement or other document or instrument (except to the extent filed
or recorded in favor of the Secured Party pursuant to the terms of this
Agreement or a security agreement executed prior to the date hereof).

(d)      No part of the Collateral has been judged invalid or unenforceable.   No
written claim has been received that any Collateral or the Company's use of any
Collateral violates the rights of any third party. There has been no adverse
decision to the Company's claim of ownership rights in or exclusive rights to
use the Collateral in any jurisdiction or to the Company's right to keep and
maintain such Collateral in full force and effect, and there is no proceeding
involving said rights pending or, to the best knowledge of the Company,
threatened before any court, judicial body, administrative or regulatory agency,
arbitrator or other governmental authority.

(e)      The Company shall at all times maintain its books of account and records
relating to the Collateral at its principal place of business and its Collateral
at the locations set forth on Schedule A attached hereto and may not relocate
such books of account and records or tangible Collateral unless it delivers to
the Secured Party at least 30 days prior to such relocation (i) written notice
of such relocation and the new location thereof (which must be within the United
States) and (ii) evidence that appropriate financing statements and other
necessary documents have been filed and recorded and other steps have been taken
to perfect the Security Interest to create in favor of the Secured Party valid,
perfected and continuing first priority liens in the Collateral.

(f)       This Agreement creates in favor of the Secured Party a valid security
interest in the Collateral securing the payment and performance of the
Obligations and, upon making the filings described in the immediately following
sentence, a perfected first priority security interest in such Collateral.
Except for the filing of financing statements on Form-1 under the UCC with   the
jurisdictions indicated on Schedule B, attached hereto, no authorization or
approval of or filing with or notice to any governmental authority or regulatory
body is required either (i) for the grant by the Company of, or the
effectiveness of, the Security Interest granted hereby or for the execution,
delivery and performance of this Agreement by the Company or (ii) for the
perfection of or exercise by the Secured Party of its rights and remedies
hereunder.

(g)      On the date of execution of this Agreement, the Company will deliver to
the Secured Party one or more executed UCC financing statements on Form-1 with
respect to the Security Interest for filing with   the jurisdictions indicated on
Schedule B, attached hereto and in such other jurisdictions as may be requested
by the Secured Party.

(h)      The execution, delivery and performance of this Agreement does not
conflict with or cause a breach or default, or an event that with or without the
passage of time or notice, shall constitute a breach or default, under any
agreement to which the Company is a party or by which the Company is bound.   No
consent (including, without limitation, from stock holders or creditors of the
Company) is required for the Company to enter into and perform its obligations
hereunder.

(i)      The Company shall at all times maintain the liens and Security Interest
provided for hereunder as valid and perfected first priority liens and security
interests in the Collateral in favor of the Secured Party until this Agreement
and the Security Interest hereunder shall terminate pursuant to Section 11.
The Company hereby agrees to defend the same against any and all persons.   The
Company shall safeguard and protect all Collateral for the account of the
Secured Party.   At the request of the Secured Party, the Company will sign and
deliver to the Secured Party at any time or from time to time one or more
financing statements pursuant to the UCC (or any other applicable statute) in
form reasonably satisfactory to the Secured Party and will pay the cost of
filing the same in all public offices wherever filing is, or is deemed by the
Secured Party to be, necessary or desirable to effect the rights and obligations
provided for herein. Without limiting the generality of the foregoing, the
Company shall pay all fees, taxes and other amounts necessary to maintain the
Collateral and the Security Interest hereunder, and the Company shall obtain and
furnish to the Secured Party from time to time, upon demand, such releases
and/or subordinations of claims and liens which may be required to maintain the
priority of the Security Interest hereunder.

(j)      The Company will not transfer, pledge, hypothecate, encumber, license
(except for non-exclusive licenses granted by the Company in the ordinary course
of business), sell or otherwise dispose of any of the Collateral without the
prior written consent of the Secured Party.

(k)      The Company shall keep and preserve its Equipment, Inventory and other
tangible Collateral in good condition, repair and order and shall not operate or
locate any such Collateral (or cause to be operated or located) in any area
excluded from insurance coverage.

(l)      The Company shall, within ten (10) days of obtaining knowledge thereof,
advise the Secured Party promptly, in sufficient detail, of any substantial
change in the Collateral, and of the occurrence of any event which would have a
material adverse effect on the value of the Collateral or on the Secured Party's
security interest therein.

(m)      The Company shall promptly execute and deliver to the Secured Party such
further deeds, mortgages, assignments, security agreements, financing statements
or other instruments, documents, certificates and assurances and take such
further action as the Secured Party may from time to time request and may in its
sole discretion deem necessary to perfect, protect or enforce its security
interest in the Collateral including, without limitation, the exec  


 
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