Unassociated Document


     

    May
      28,
      2008

    


    Mr.
      Roy
      Williams

    


    Dear
      Roy:

    


    As
      part
      of the closing of our acquisition of Elemental Business, Inc (the
“Acquisition”), I am pleased to welcome you to Future Now Group's (the
“Company”) Board of Directors following the unanimous vote of the Company’s
      board to appoint you to the Board of Directors (your “State Date”). Your Start
      Date will commence on the same day as the closing of the
      Acquisition.

    


    I
      am
      asking that you be prepared to spend a few hours of informal advisory time
      with
      me and other officers or directors every month and to be available by telephone
      to discuss issues and concerns as we need qualified advice. We will be
      respectful of your time. Your participation at board meetings at the Company's
      Brooklyn offices generally four or five times per year, mostly via conference
      call, will be your most visible interaction with our other directors and
      officers. We try to set dates for these meetings 6 to 12 months in advance
      and
      generally will expect to hold the duration of each meeting to four
      hours.

    


    As
      a
      director, you will receive an annual retainer of $24,000 per year, paid
      quarterly, which will compensate you for all your professional duties including
      board meetings, committee meetings and informal time. You may elect to take
      this
      retainer in cash or in stock. In addition you will also be granted 100,000
      options under the company’s 2007 Stock Option Plan.

    


    If
      you
      elect to receive the retainer payment in stock, you will receive an additional
      $4,800 annually to partially offset any tax consequences of being paid in stock
      where it may not be desirable or practical to sell these shares to pay personal
      taxes. (We also have a provision that you may choose to take your retainer,
      half
      in cash and half in stock, in which case you will receive an additional $2,400
      annually for tax offset.) Please see the memo provided under Exhibit I and
      fill
      out the attachment with your election. Sign both copies of the documents and
      return an original set to the attention of William Schloth. You will also be
      reimbursed by the company for any reasonable and ordinary out-of-pocket expenses
      you incur in fulfilling your role as a director. It is our policy to provide
      directors with business class or equivalent airfare tickets and travel
      arrangements for transcontinental and international travel for board
      activities.

    


    Your
      participation in the 2007 Stock Option Plan will be grant a five-year option
      to
      purchase 100,000 shares of Common Stock, vesting twenty-five percent (25%)
      per
      year over the next four years. The option exercise price will be the closing
      price on the date of your signing of this agreement. Assuming your continued
      participation as a director, you will be granted annually staring on the
      1st
      year
      anniversary of your Start Date an additional 50,000 share options, as adjusted
      for any splits, reverse exchange or like transactions, at the then current
      fair
      market value.

    


    You
      will
      be asked to observe the customary SEC requirements regarding reporting of your
      Company stock ownership, avoiding insider trading and short-swing transactions,
      and such other requirements of directors of public companies as may apply now
      and in the future. 

    


    Please
      be
      advised that the Company maintains Directors and Officers Insurance. In
      addition, the Company’s bylaws permit it to indemnify its officers and directors
      to the fullest extent permitted under the Nevada General Corporation Law and
      to
      enter into indemnification contracts with its officers and directors. If the
      Board of Directors determines that it is in the best interests of the Company
      to
      enter into indemnification contracts with any of its offers or directors, as
      a
      Board Member, you will be entitled to such indemnification and the Company
      will
      enter into such an indemnification contract with you. Your acceptance of this
      offer and commencement of duties with the Company is contingent upon the
      execution and return to William Schloth, of the Company’s Confidential
      Information Agreement, a copy of which is enclosed under Exhibit II for your
      review and execution (the “Confidentiality Agreement”), prior to or on your
      Start Date.

     

    
      
        
          

        

      

      
        
          61
            Unquowa Rd, Fairfield, CT 06824 

          Phone:
            (877) 643-7244 • Fax: (203) 659-1690

          website:
            www.futurenowgroup.com

          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    I
      am
      enthusiastic about you joining our board. You bring the complimentary skills
      the
      Company needs to grow. , I can’t wait to introduce you as a director to the rest
      of our management team. I’m sure they will all welcome you as warmly as I
      do.

    


    Please
      sign and return to me one original copy of this letter at your earliest
      convenience.

    


    Sincerely,

    


    


     

    Jeffrey
      Eisenberg

    President
      & Chief Executive Officer 

    


    Acknowledged
      and Accepted:

    


     

    
      	
              /s/
                Roy Williams

            	05/29/08
	
              --------------------------------
                

            	
              ------------

            
	
              Roy
                Williams

            	
              Date

            


    

    


    


    
      
        
          

        

      

      
        
          61
            Unquowa Rd, Fairfield, CT 06824 

          Phone:
            (877) 643-7244 • Fax: (203) 659-1690

          website:
            www.futurenowgroup.com

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




    DATE:
       
      May 25,
      2008

    


    TO:
       
      Roy
      Williams

    


    FROM:
       
      William
      Schloth

    


    SUBJECT:
       
      Annual
      Retainer Election

     

     -----------------------------------------------------------------

    


    Congratulations
      on your election to Future Now Group's Board of Directors. As a Director of
      the
      Company, you are eligible for the annual retainer payable
      quarterly.

    


    With
      respect to the quarterly Retainer payments of $6,000 payable under this Plan,
      you have the right to elect to accept payment in cash or in fully vested shares
      of the Company’s Common Stock equal to 50 or 100% of the Retainer. You must make
      this election for each respective one-year period of the Plan. The election
      shall be made on the form attached as Exhibit A.

    


    If
      you
      elect to accept payment of all or a portion of your retainer in shares of the
      Company's Common Stock, the number of shares issued each quarter will equal
      the
      dollar amount of the Retainer to be taken in shares, divided by 100 percent
      of
      the closing sale price of the shares on the first trading day after the end
      of
      each fiscal quarter for which the Retainer is due. No fractional shares will
      be
      issued. The number of shares issued will be rounded down to the nearest number
      of whole shares. The sale or transfer of the shares purchased with a part or
      all
      of your Retainer will be restricted for a period of six months after the date
      of
      purchase. In addition, the Company will pay you cash incentive equal to 20
      percent of the Retainer. This cash incentive is intended to help defray your
      tax
      liability with respect to the issuance of the shares. It will be paid quarterly,
      in cash, at the time the quarterly installment of the Retainer is payable in
      shares.

    


    If
      you
      have any questions regarding your election, please feel free to contact me
      at
      203-247-3687.

    


    
      
        

      

    

    
      
        61
          Unquowa Rd, Fairfield, CT 06824 

        Phone:
          (877) 643-7244 • Fax: (203) 659-1690

        website:
          www.futurenowgroup.com

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FUTURE
      NOW GROUP, INC. 

    61
      Unquowa Rd, Fairfield CT. 06824

    Attn:
      Stock Administration Department

    


    ELECTION
      TO RECEIVE SHARES OF COMMON STOCK

    


    Pursuant
      to the terms of the Company’s Board of Directors retainer compensation
      arrangement (the "Plan"), I elect to receive payment of ___% [indicate 0%,
      50%
      or 100%] of my annual retainer for the period of _____, 08 - ____, 09 in shares
      of the Company's Common Stock.

    


    I
      understand that I cannot revoke this election for the period indicated above.
      I
      further understand that I must execute a new election for each subsequent year
      under the Plan prior to the beginning of each one-year period as set forth
      in
      the Plan document. I understand that I cannot dispose of shares issued under
      the
      Plan until six months after the date of issuance.

    


    If
      I
      elected above to receive part of my entire retainer paid in stock, I hereby
      direct the Company to [check one]:

    


    
      	
            	
              ___

            	
              Hold
                the shares in a book entry account until I give the Company a written
                request directing the to issue the
                shares.

            


    

    


    
      	
            	
              ___

            	
              Issue
                the shares in my name or in the name of my family trust, as it appears
                below, and mail the certificate to the address indicated
                below:

            


    

    


    
      	 	
              Registration
                of Shares:

            
	 	 
	 	
              _____________________________________________________

            
	 	 
	 	
              Address
                where Stock Certificate should be mailed:

            
	 	
              _____________________________________________________

            
	 	 
	 	
              _____________________________________________________

            
	 	
               

            


    

    


    
      	
              Date:
                

            	 	 	 
	
               

            	
              --------------

            	
              -----------------------------

            	 
	
               

            	
               

            	
              Signature

            	 
	
               

            	
               

            	 	 
	
               

            	 	
              ------------------------

            	 
	 	 	
              Printed
                name

            	 


    

    


    Please
      return this form to the Company's Stock Administration Department.

     

    
      
        

      

    

    
      
        61
          Unquowa Rd, Fairfield, CT 06824 

        Phone:
          (877) 643-7244 • Fax: (203) 659-1690

        website:
          www.futurenowgroup.com

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      II:

    INTELLECTUAL
      PROPERTY, CONFIDENTIAL INFORMATION 

    AND
      NON-COMPETITION AGREEMENT

     

    This
      Intellectual Property, Confidential Information and Non-Competition Agreement
      (the “Agreement”) is entered into as of May 29, 2008 (the “Effective Date”)
      between Future Now Group, Inc. (hereinafter called the “Company”) and me, the
      undersigned Future Now Group, Inc Board of Directors member. 

     

    I
      recognize the importance of protecting the Company and its direct or indirect
      affiliates and subsidiaries (collectively the “Company Group”) trade secrets,
      confidential information and other proprietary information and related rights
      acquired through the expenditure of time, effort and money by the Company
      Group.

     

    NOW
      THEREFORE, in consideration of the Company having retained me and continuing
      to
      retain me as a Future Now Group, Inc Advisory Council member or otherwise to
      perform work on its behalf (hereinafter called the “Engagement”), I make the
      following representations and agree to the following terms and conditions of
      my
      Engagement:

     

    Definitions

     

    “Confidential
      Information” means all of the materials and information (whether or not reduced
      to writing and whether or not patentable or protected by copyright) provided
      by
      the Company Group to me, or which is available to me during the course of my
      Engagement, including, without limitation the following:

     

    any
      and
      all versions of the Company Group’s products (whether software or hardware) and
      related documentation owned or marketed by the Company Group;

     

    all
      Developments (as defined below);

     

    information
      regarding the Company Group's business operations, methods and practices,
      recruiting and training policies, including marketing strategies, product plans
      (including unannounced products), product pricing, margins, hourly rates and
      information regarding the financial affairs of the Company Group;

     

    customer
      lists, quotations or proposals given to customers, requirements of specific
      customers, and the names of the suppliers to the Company Group, and the nature
      of the Company Group's relationships with these clients and
      suppliers;

     

    technical
      and business information of or regarding the clients or customers of the Company
      Group obtained in order to enable or assist the Company Group in providing
      such
      clients or customers with products and services, including information regarding
      the business operations, methods and practices and product plans of such
      clients; 

     

    any
      other
      trade secret or confidential or proprietary information received by the Company
      Group from third parties and in the possession or control of the Company Group;
      and 

    
       

      
        
          

        

      

      
        
          61
            Unquowa Rd, Fairfield, CT 06824 

          Phone:
            (877) 643-7244 • Fax: (203) 659-1690

          website:
            www.futurenowgroup.com

          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    any
      other
      materials or information related to Company Group’s business which are not
      generally known to others, regardless of whether such information is in paper
      or
      electronic format or any other format;

     

    provided
      that, Confidential Information shall not include information which:

     

    is
      generally known or in the public domain at the time of disclosure;
      or

     

    though
      originally Confidential Information becomes generally available to the public
      through no fault of mine, as of the date of its becoming part of the public
      knowledge.

     

    The
      absence of any notice indicating confidentiality on any material will not imply
      that same is not Confidential Information.

     

     

    “Developments”
      include, without limitation any methods, processes, procedures, systems,
      inventions (whether patentable or not), devices, discoveries, concepts,
      know-how, data, databases, technology, products, software (in executable and
      source code formats), templates, documentation, specifications, compilations,
      designs, reports, trade-marks, and any enhancements, modifications, or additions
      to the foregoing or to any products owned, marketed or used by the Company
      Group
      which relate, directly or indirectly, to the Company Group’s present or
      reasonably foreseeable business or any of my Engagement activities and which
      are
      developed, created, generated or reduced to practice by me, alone or jointly
      with others, during my Engagement with the Company or any company in the Company
      Group, whether prior to the execution of this agreement, whether during or
      after
      working hours and whether or not resulting from the use of the premises or
      property of the Company Group.

     

    Non-Disclosure
      of Confidential Information

     

    At
      all
      times during and subsequent to the termination of my Engagement with the
      Company, I shall keep in strictest confidence and trust the Confidential
      Information, I shall take all necessary precautions against unauthorized
      disclosure of the Confidential Information, and I shall not directly or
      indirectly disclose, allow access to, transmit or transfer the Confidential
      Information to a third party, nor shall I copy or reproduce the Confidential
      Information except as may be reasonably required for me to perform my duties
      for
      the Company.

     

    Restricted
      Use of Confidential Information

     

    At
      all
      times during and subsequent to the termination of my Engagement with the
      Company, I shall not use the Confidential Information in any manner except
      as
      reasonably required for me to perform my duties for the Company.

     

    I
      agree
      that at all times during and subsequent to the termination of my Engagement
      with
      the Company I shall not use or take advantage of the Confidential Information
      for creating, maintaining or marketing, or aiding in the creation, maintenance
      or marketing, of any product which is competitive with any product owned or
      marketed by the Company Group. 
       

      
        
          

        

      

      
        
          61
            Unquowa Rd, Fairfield, CT 06824 

          Phone:
            (877) 643-7244 • Fax: (203) 659-1690

          website:
            www.futurenowgroup.com

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Upon
      the
      request of the Company, and in any event upon the termination of my Engagement
      with the Company, I shall immediately return to the Company all materials,
      including all copies in whatever form, containing the Confidential Information
      which are in my possession or under my control.

     

    Ownership
      of Confidential Information and Developments

     

    I
      acknowledge and agree that I shall not acquire any right, title or interest
      in
      or to the Confidential Information.

     

    I
      agree
      to make full disclosure to the Company of each Development promptly after its
      creation.

     

    I
      hereby
      assign and transfer to the Company, and agree that the Company shall be the
      exclusive owner of, all of my right, title and interest to each Development
      throughout the world, including all trade secrets, patent rights, copyrights
      and
      all other intellectual property rights therein. I further agree to cooperate
      fully at all times during and subsequent to my Engagement with respect to
      signing further documents and doing such acts and other things reasonably
      requested by the Company to confirm such transfer of ownership of rights,
      including intellectual property rights, effective at or after the time the
      Development is created and to obtain patents or copyrights or the like covering
      the Developments. I agree that the Company, its assignees and their licensees
      are not required to designate me as the author of any Developments. I agree
      that
      the obligations in this paragraph shall continue beyond the termination of
      my
      Engagement with the Company with respect to Developments created during my
      Engagement with the Company.

     

    I
      hereby
      grant a power of attorney to the Company to have the Company execute on my
      behalf all applications, specifications, oaths, assignments and all other
      instruments which the Company shall deem necessary in order to apply for and
      obtain such rights and in order to assign and convey to Company and its
      successors, assigns and nominees sole and exclusive rights, title and interest
      in and to such Developments, and any copyrights, patents, trade-marks,
      industrial designs (design patents), topographies (mask work rights) or other
      intellectual property rights relating thereto.

     

    I
      hereby
      waive in whole all moral rights which I may have in the Developments, including
      the right to the integrity of the Developments, the right to be associated
      with
      the Developments, the right to restrain or claim damages for any distortion,
      mutilation or other modification of the Developments, and the right to restrain
      use or reproduction of the Developments in any context and in connection with
      any product, service, cause or institution. I will confirm any such waiver
      from
      time to time as requested by the Company.

     

    No
      Conflicting Obligations

     

    I
      acknowledge and represent to the Company that my performance during the period
      of my Engagement with the Company shall not breach any agreement or other
      obligation to keep confidential the proprietary information of any prior
      employer or client of mine or any other third party. I further acknowledge
      and
      represent that I am not bound by any agreement or obligation with any third
      party that conflicts with any of my obligations under this
      Agreement.

    
       

      
        
          

        

      

      
        
          61
            Unquowa Rd, Fairfield, CT 06824 

          Phone:
            (877) 643-7244 • Fax: (203) 659-1690

          website:
            www.futurenowgroup.com

          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    I
      represent and agree that I will not bring to the Company or to any of the
      companies in the Company Group, and shall not use in the performance of my
      work
      with the Company, any trade secrets, confidential information and other
      proprietary information of any prior employer or client of mine or any other
      third party. I represent and agree that in my work creating Developments I
      will
      not knowingly infringe the intellectual property rights, including copyright,
      of
      any third party.

     

    Enforcement

     

    I
      acknowledge and agree that damages may not be an adequate remedy to compensate
      the Company for any breach of my obligations contained in this Agreement, and
      accordingly I agree that in addition to any and all other remedies available
      to
      it, the Company shall be entitled to seek relief by way of a temporary or
      permanent injunction to enforce the obligations contained in this Agreement.
      Such relief shall be in addition to and not in lieu of any other remedies
      available to Company at law or in equity.

     

    Returning
      Company Documents

     

    I
      agree
      that upon the termination of the Engagement I will deliver to the Company (and
      will not keep in my possession or deliver to anyone else) any and all
      Confidential Information and Company Group proprietary information including,
      without limitation, devices, records, data, notes, reports, proposals, lists,
      correspondence, specifications, drawings, blueprints, sketches, materials,
      equipment, other documents or property, or reproductions of any aforementioned
      items belonging to the Company or any company in the Company Group, together
      with any third party information received by me.

     

    8. Non-Solicitation

     

    I
      agree
      that during my Engagement with the Company and for a period of twelve months
      following my resignation or termination, I shall not, directly or indirectly,
      alone or with any other person, offer to employ, employ, retain the services
      of
      or otherwise incite any employee or contractor of the Company Group to terminate
      his or her employment or association with the Company Group, as the case may
      be.

     

    General

     

    This
      Agreement shall be governed by and construed in accordance with the laws in
      force in the State of Connecticut with its venue in Fairfield County,
      CT.

     

    If
      any
      provision of this Agreement is wholly or partially unenforceable for any reason,
      such unenforceable provision or part thereof shall be deemed to be omitted
      from
      this Agreement without in any way invalidating or impairing the other provisions
      of this Agreement.

     

    In
      this
      Agreement any reference to a termination of Engagement shall include termination
      for any reason whatsoever and with or without cause.

    
       

      
        
          

        

      

      
        
          61
            Unquowa Rd, Fairfield, CT 06824 

          Phone:
            (877) 643-7244 • Fax: (203) 659-1690

          website:
            www.futurenowgroup.com

          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    The
      obligations herein may not be changed or modified, released or terminated,
      in
      whole or in part, except in writing signed by the President of the Company
      and
      me.

     

    This
      Agreement supersedes all previous agreements, if any, between the Company and
      myself with respect to the subject matter of this Agreement. I agree, however,
      that this Agreement does not purport to set forth all of the terms and
      conditions of my Engagement, and that I have other obligations to the Company
      that are not set forth in this Agreement.

     

    The
      rights and obligations under this Agreement shall survive the termination of
      my
      Engagement and shall enure to the benefit of and shall be binding upon (i)
      my
      heirs and personal representatives and (ii) the successors and assigns of the
      Company.

     

    I
      HAVE
      READ THIS AGREEMENT, UNDERSTAND IT, HAVE HAD THE OPPORTUNITY TO OBTAIN
      INDEPENDENT LEGAL ADVICE IN RESPECT OF IT, AND I AGREE TO ITS TERMS.


     

    I
      acknowledge having received a fully executed copy of this
      Agreement.

     

    The
      parties have requested and are satisfied that this Agreement be drawn up in
      the
      English language. 

     

    IN
      WITNESS WHEREOF, this Agreement has been executed by the parties hereto as
      of
      the 29th day of May, 2008.

    


    Board
      of
      Director:

    


    


    ________________________

    Signature

    


    


    


    Future
      Now Group, Inc.

    


    By: __________________________

    Jeffrey
      Eisenberg, CEO

      

    
      
         

        
          
            

          

        

        
          
            61
              Unquowa Rd, Fairfield, CT 06824 

            Phone:
              (877) 643-7244 • Fax: (203) 659-1690

            website:
              www.futurenowgroup.com