Unassociated Document


    
      
        

      

    

     

    SHARE
      EXCHANGE AGREEMENT

    


    BY
      AND BETWEEN

    


    FUTURE
      NOW GROUP, INC.

    


    AND

    


    RYAN
      WINTLE, JARED RANDALL, JEFF POLLOCK, ALAN HALL 

    AND
      CHARLES E. DUNCAN

    


    AND

    


    ELEMENTAL
      BUSINESS, INC.

    


    DATED
      AS OF MAY 29, 2008

     

    
      

    

         


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    STOCK
      EXCHANGE AGREEMENT

    


    This
      is a
      Stock Exchange Agreement (this “Agreement”) dated as of May 29, 2008 between
      Future Now Group, Inc., a Nevada corporation with an address of 61 Unquowa
      Rd,
      Fairfield, CT. 06824 (“FNG”), Ryan Wintle (“Wintle”), Jared Randall (“Randall”),
      Jeff Pollock (“Pollock”), Alan Hall (“Hall”) Charles E. Duncan (“Duncan”) and
      Elemental Business, Inc., a Utah corporation (“EBI”). 

    


    RECITALS

    


    A.
      FNG is
      a Nevada corporation and acts as a holding company to its two wholly-owned
      subsidiaries, Future Now, Inc. and Intellectual Property Licensing Group, Inc
      which are in the business of Internet Marketing Software development and
      professional services that desires to acquire a 100% interest in
      EBI.

    B.
      EBI is
      a Utah corporation in the business of on-line marketing optimization utilizing
      the elitics tool set.

    C.
      The
      Shareholders collectively own 100% of the issued and outstanding stock of
      EBI.

    D.
      Subject to the terms and conditions set forth in this Agreement, the
      Shareholders desire to sell to FNG and FNG desires to purchase from the
      Shareholders, all of the shares of stock of EBI in exchange for Three Million
      Seven Hundred Thousand shares of the common stock of FNG.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      promises contained herein, the parties hereto agree as follows:

    


    ARTICLE
      1

    Definitions

    


    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    (a)
      “Assets” shall mean the assets of EBI and shall include the Contracts, Customer
      List, Inventions, Equipment, Licenses, and Names.

    (b)
      “Closing” shall mean the consummation of the transactions contemplated in this
      Agreement in accordance with Article VIII.A.

    (c)
      “Closing Date” shall mean the date of the Closing established pursuant to
      Article VIII.A hereof.

    (d)
      “Contracts” shall mean the agreements, arrangements, commitments and contracts
      to which EBI is a party described on Disclosure Schedule 3.9
      hereof.

    (e)
      “Customer List” shall mean the list of EBI’s customers.

    (f)
      “Effective Date” shall mean May __, 2008 or such other date as the parties shall
      agree to in writing.

    (g)
“EBI
      Financial Statements” shall have the meaning given to it in Section 3.6 of this
      Agreement.

    (h)
      “Equipment” shall mean all equipment used by EBI in the conduct of its business
      as set forth on Disclosure Schedule 3.22 to this Agreement.

    (i)
“FNG
      Shares” shall mean shares of the common stock of FNG.

    (j)
      “Instrument of Transfer” shall mean the instrument of transfer pursuant to which
      each Shareholder shall transfer such Shareholder’s Shares to FNG, and shall
      include such stock powers, certificates and endorsements as are customary and
      FNG shall reasonably require. 

    (k)
      “Inventions” shall mean all ideas, inventions, ideas, procedures, drawings, and
      plans, including any patents and patent applications owned by EBI and described
      on Disclosure
      Schedule 3.14
      of this
      Agreement.

    (l)
      “Licenses” shall mean the licenses, permits, authorizations, certificates and
      registrations set forth on Disclosure
      Schedule 1.(l)
      of this
      agreement.

    (m)
      “Names” shall mean the name Elemental Business, Inc., any derivation thereof
      (such as EBI), and any other name or mark used in the business or operation
      of
      EBI, whether or not registered or trademarked. 


    Page
      2 of 43 | Share Exchange Agreement | Final Execution
      Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (n)
      “Purchase Price” shall have the meaning given it in Section 2.2.

    (o)
      “Shareholder” shall mean each of Wintle, Randall, Pollock, Hall and
      Duncan. 

    (p)
      “Shares” shall mean all of the shares of stock of EBI owned by the Shareholders,
      which is and shall at Closing be 100% of the outstanding stock of EBI.


    (q)
“Tax”
      or “Taxes” means any and all taxes, charges, fees, levies, duties or other
      assessments whether federal, state, local or foreign, based upon or measured
      by
      income, capital, net worth or gain and any other tax including, recapture,
      gross
      receipts, profits, sales, use, occupation, use and occupancy, value added,
      ad
      valorem, customers, transfer, franchise, shares, withholding, payroll,
      employment, excise, or property taxes with respect to EBI, together with any
      interest, fines, penalties and additions to tax imposed with respect
      thereto.

    Other
      terms used in this Agreement with initial capital letters, to the extent not
      defined in this Article I, shall have such meanings ascribed thereto by this
      Agreement or, if no meaning is ascribed, such terms shall have the ordinary
      and
      customary used in connection therewith.

    (r)
      “Permitted Liens” shall mean:

    (i)
      carriers', warehouseman's, mechanics, material men's, repairmen's or other
      like
      liens arising in the ordinary course of business and consistent with past
      practice which are (i) not overdue for a period of more than thirty (30) days
      or
      (ii) which are being contested in good faith and by appropriate proceedings;
      and

    (ii)
      liens for taxes, assessments, levies, fees or governmental changes not yet
      due
      and payable.

    


    (s)
      “Shareholders’ Knowledge” means the actual knowledge of the Shareholders, or in
      the absence of actual knowledge of a matter a Shareholder shall be deemed to
      have knowledge if a reasonable person would have investigated and could
      reasonably be expected to have learned of such matter following a reasonable
      investigation. 

    


    ARTICLE
      II

    Sale/Exchange
      of Stock

    


    2.1
      Agreement
      to Sell and Buy.
      Subject
      to the terms and conditions set forth in this Agreement, the Shareholders agree
      to sell the Shares to FNG and FNG agrees to buy the Shares from the
      Shareholders.

     

    2.2
      Purchase
      Price.
      In
      consideration for the Shareholders transfer of the Shares to FNG, FNG shall
      issue to the Shareholders the aggregate amount of Three Million Seven Hundred
      Thousand (3,700,000) FNG Shares (the “Purchase Price”). The Purchase Price shall
      be allocated among the Shareholders as follows:

    


    
      	
              Name

            	 	
              No. of FNG Shares to be Received

            	 
	
              Wintle

            	 	 	
              833,431

            	 
	
              Randall

            	 	 	
              833,431

            	 
	
              Pollock

            	 	 	
              833,431

            	 
	
              Hall

            	 	 	
              1,031,586

            	 
	
              Duncan

            	 	 	
              168,121

            	 
	 	 	 	 	 
	
              Total
                FNG Shares

            	 	 	
              3,700,000

            	 


    

    


    2.3.
      Consideration;
      Share Exchange.
      At the
      Closing, upon surrender of the certificates evidencing the Shares duly endorsed
      for transfer to FNG, FNG will cause one-half of the Purchase Price (1,850,000
      Shares) to be issued to the Shareholders, as detailed prior to the Share
      Exchange under Disclosure
      Schedule 2.3.
      Until
      the EBI Financial Statement audits have been completed, the second one-half
      of
      the Purchase Price represented in FNG Shares, (1,850,000 shares) will be held
      in
      escrow (the “Escrow Arrangement”) by FNG’s counsel. Under such Escrow
      Arrangement, all remaining shares will be released only upon the completion
      and
      issuance by the Independent Accountants of the audit and the payment of audit
      fees as described in Section 13.2 of this Agreement, on the EBI Financial
      Statements, which statements FNG will exercise commercially reasonable efforts
      to cause to be completed and issued on or before 71 days after Closing. In
      the
      event that such Audit is not completed by the 72nd
      day
      following the closing of the transaction, any remaining shares being held in
      escrow by any escrow agent shall thereafter be released to the
      Shareholders.

     

    Page 3
      of 43 | Share Exchange Agreement |
      Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.4.
      Subsidiaries. EBI does not have any subsidiaries. 

    


    ARTICLE
      III

    Representations
      and Warranties of Shareholders

    


    The
      Shareholders and EBI, individually, jointly and severally represent and warrant
      to FNG – and the Shareholders acknowledge that FNG is relying on the
      complete accuracy of such representations and warranties in connection with
      the
      execution delivery and performance of this Agreement – as follows:

     

    3.1
      Corporate
      Standing/Authority.
      EBI is
      a corporation duly organized and validly existing under the laws of the State
      of
      Utah. EBI is qualified to do business in all jurisdictions where the failure
      to
      qualify will not have a material adverse effect on the business of EBI. EBI
      has
      all corporate power necessary to (i) conduct its business as presently
      conducted, (ii) own or lease its real, personal and mixed property as currently
      owned and leased, and (iii) to execute and perform all obligations required
      of
      it under any agreements to which it is a party.

     

    3.2
      Capitalization.
      The
      entire authorized capital stock and equity ownership of EBI consists of 50,000
      shares of common stock of which 27,533 shares of common stock are outstanding,
      with split of such ownership details on Disclosure
      Schedule 2.3.
      The
      Shares are all of the outstanding shares of stock or equity ownership of EBI.
      Except as set forth on Disclosure
      3.2,
      there
      are no agreements purporting to restrict the transfer of the Shares, nor any
      voting agreements, voting trusts or other arrangements restricting or affecting
      the voting of the Shares. There are no subscription rights, options, warrants,
      convertible securities, or other rights (contingent or otherwise) presently
      outstanding, for the purchase, acquisition, or sale of the capital stock of
      EBI,
      or any securities convertible into or exchangeable for capital stock of EBI
      or
      other securities of EBI, from or by EBI. There are no stock appreciation rights,
      phantom stock, or similar rights in existence with respect to EBI.

     

    3.3
      Ownership
      of Shares.
      Each of
      the Shareholders owns, and shall transfer to FNG, his Shares free and clear
      of
      any and all liens, claims and encumbrances. The Shares are duly and validly
      issued, fully paid and non-assessable, and issued in full compliance with all
      federal and state securities laws, rules and regulations.

     

    3.4
      Assets.
      The
      Assets are all of the assets of EBI. Except for Permitted Liens and as set
      forth
      on Disclosure
      Schedule 3.4,
      EBI has
      good and marketable title to the Assets. Except as set forth on Schedules 3.4
      or
      3.7 and except for Permitted Liens, the Assets are not encumbered in any manner.
      To the Shareholder’s Knowledge, any receivables of EBI are fully collectible.
      The Shareholders agree that where any portion of any balance of the Accounts
      Receivable reflected on Disclosure Schedule 3.4 remain unpaid following 120
      days
      after the Closing date, the Shareholders will be required to pay to FNG the
      entire amount of such balance(s) still owed FNG within 30 days of written
      request for payment of the same. None of the Shareholders has knowledge of
      any
      imminent or proposed change in any ordinance, regulation or law which would
      materially detract from the value or materially impair the use of any of the
      Assets for the purpose for which it is currently used. The Shareholders do
      not
      makes any representation or warranty as to the physical condition of any of
      the
      Assets, and FNG accepts the Assets in “as is” condition. 

     

    3.5 Noncontravention.
      To the
      knowledge of the Shareholders, except as set forth on Disclosure
      Schedule 3.5;
      neither
      the execution, delivery and performance of the Transaction Documents, nor the
      consummation of the transactions contemplated thereby nor compliance with the
      provisions thereof, will:

    (1) Conflict
      with, cause a default under (with or without notice, lapse of time or both)
      or
      give rise to a right of termination, amendment, cancellation or acceleration
      of
      any obligation contained in or the loss of any material benefit under, or result
      in the creation of any lien, security interest, charge or encumbrance upon
      any
      of the material properties or assets of EBI under any term, condition or
      provision of any loan or credit agreement, note, debenture, bond, mortgage,
      indenture, lease or other agreement, instrument, permit, license, judgment,
      order, decree, statute, law, ordinance, rule or regulation applicable to EBI,
      or
      their respective properties or assets;

     

    Page 4
      of 43 | Share Exchange Agreement |
      Final Execution Copy

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (2) Violate
      any provision of the articles of incorporation or by-laws of EBI; or


    (3) Violate
      any order, writ, injunction, decree, statute, rule, or regulation of any court
      or governmental or regulatory authority applicable to EBI or any of its
      properties or assets.

     

    3.6 Financial
      Representations.
      Attached
      to this Agreement as Disclosure
      Schedule 3.6,
      The
      balance sheet and related statements of income, cash flows, and changes in
      shareholder’s equity for the years ended December 31, 2007 and December 31, 2006
      of EBI are presently being audited (the “EBI Financial Statements”).
      .

    


    3.7
      Liabilities.
      Except
      as set forth in Disclosure
      Schedule 3.7,
      EBI has
      no material liabilities, obligations or commitments, whether direct or indirect,
      mature or unmatured, contingent.

    


    3.8
      Taxes.
      As of
      the date hereof EBI has timely filed all Federal Income Tax returns and all
      other material Tax returns which are required to be filed as of the Effective
      Date of this Agreement. To the Shareholders’ Knowledge, all such returns are
      true and correct in all material respects. EBI has paid all Material Taxes
      that
      have become or are due with respect to any period ended on or prior to the
      date
      hereof, and has established an adequate reserve on its balance sheet for those
      Taxes not yet due and payable. For purposes of this Agreement “Material Taxes”
shall mean any obligation in the form of a tax or assessment by a governmental
      entity in an amount greater than $500.00. To the Shareholder’s Knowledge, EBI is
      not presently under, nor has EBI received notice of, any contemplated
      investigation or audit by the Internal Revenue Service or any foreign or state
      taxing authority concerning any fiscal year or period ended prior to the date
      hereof. There are no liens for Taxes (other than Taxes not yet due and payable)
      upon any of the assets of EBI, including without limitation, income Taxes,
      social security Taxes, unemployment Taxes and other similar withholding Taxes.
      EBI is not a party to any tax-sharing agreements or similar contracts or
      arrangements.

    


    3.9 Material
      Contracts and Transactions. Disclosure
      Schedule 3.9
      contains
      a list of all material contracts, agreements, licenses, permits, arrangements,
      commitments, instruments, understandings or contracts, whether written or oral,
      express or implied, contingent, fixed or otherwise, to which EBI is a party
      (collectively, the “Contracts”). 

    


    (a) Except
      as
      listed on Disclosure
      Schedule 3.9,
      EBI is
      not a party to any written or oral:

    (1) contract
      for the purchase, sale or lease of any capital assets, or continuing contracts
      for the purchase or lease of any materials, supplies, equipment, real property
      or services in excess of $5,000 per annum;

    (2) agreement
      regarding sales agency, distributorship, or the payment of commissions in excess
      of $5,000 per annum;

    (3) agreement
      for the employment or consultancy of any person or entity that cannot be
      terminated with or without notice within 30 days; or

    (4) note,
      debenture, bond, trust agreement, letter of credit agreement, loan agreement,
      or
      other contract or commitment for the borrowing or lending of money, or agreement
      or arrangement for a line of credit or guarantee, pledge, or undertaking of
      the
      indebtedness of any other person in excess of $5,000 per annum;

    (5) agreement,
      contract, or commitment for any charitable or political contribution in excess
      of $5,000 per annum;

    (6) any
      material agreement, contract, or commitment limiting or restraining EBI or
      its
      Subsidiaries, their business or any successor thereto from engaging or competing
      in any manner or in any business or from hiring any employees;

    (7) material
      agreement, contract, or commitment that involves consideration in excess of
      $5,000 not made in the ordinary course of business;

     

    Page 5
      of 43 | Share Exchange Agreement |
      Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (8) agreement
      establishing or providing for any joint venture, partnership, or similar
      arrangement with any other person or entity; 

    (9) agreement
      or contract that involves consideration in excess of $5,000 containing a “change
      in control,” “potential change in control” or similar provision; or

    
      
        (10)
          power
          of
          attorney or similar authority to act.

      

    

    


    (b) Each
      Contract set forth in Disclosure
      Schedule 3.9
      (each a
“Material Contract”), is in full force and effect, and there exists no material
      breach or violation of or default by EBI or its Subsidiaries under any such
      Material Contract nor to the Shareholder’s Knowledge by any other party to such
      Material Contract, or any event that with notice or the lapse of time, or both,
      will create a material breach or violation thereof or default under any such
      Material Contract by EBI, nor by any other party to such Material Contract.
      The
      continuation, validity, and effectiveness of each Material Contract will in
      no
      way be affected by the consummation of the transactions contemplated by this
      Agreement. Except as listed on Disclosure
      Schedule 3.12,
      there
      exists no actual or threatened termination, cancellation, or limitation of,
      or
      any amendment, modification, or change to any Material Contract. A true, correct
      and complete copy (and if oral, a description of material terms) of each
      Material Contract, as amended to date, has been furnished to FNG.  

    


    3.10. Labor
      and Employment Matters.
      

    (a) Neither
      the Shareholders nor EBI is bound by any collective bargaining
      agreement;

    (b) To
      its
      knowledge, EBI has complied, and is currently in compliance, in all material
      respects with applicable laws, rules and regulations relating to the employment
      of labor, including without limitation those relating to wages, hours, unfair
      labor practices, discrimination and payment of social security and similar
      taxes;

    (c) 
      EBI is
      not, to the Shareholder’s Knowledge, liable for any unpaid wages, bonuses, or
      commissions (other than those not yet due) or any tax, penalty, assessment,
      or
      forfeiture for failure to comply with any of the foregoing. 
      All
      officers, employees, and agents of EBI are employees at-will, and for indefinite
      terms and there is no outstanding agreement or arrangement with respect to
      severance payments; and

    (d) Disclosure
      Schedule 3.10
      contains
      a complete and accurate list of the following information for each employee,
      consultant, member Shareholder or director of EBI or its Subsidiaries that
      receives annual compensation is excess of Twenty Thousand Dollars ($20,000.00),
      including each employee on leave of absence or layoff status: name; job title;
      hire date; current compensation paid or payable and any change in compensation
      since March 31, 2008; vacation accrued; and service credited for purposes of
      vesting and eligibility to participate under any of the Benefit Plans (as
      defined in Section 3.25 of this Agreement).

     

    3.11
      Real
      Property.
       Disclosure
      Schedule 3.11
      contains
      a true and correct list of each parcel of real property leased by EBI, detailing
      the expiration date of each lease, and the monthly rent payable thereunder.
      All
      of the leases listed in Exhibit
      3.11
      are in
      full force and effect, and to Shareholder’s Knowledge, no event has occurred
      which with the passing of time, the giving of notice, or both, would constitute
      a default under any of the leases. EBI has not received written notice of any
      pending or threatened eviction proceedings, condemnations, planned public
      improvements, annexation, special assessments, zoning or subdivision changes,
      or
      other adverse claims materially affecting the leased real property.


     

    3.12
      Litigation.
      There
      are no actions, suits, arbitration proceedings, or investigations, whether
      civil
      or criminal, pending or to Shareholder’s Knowledge or the knowledge of EBI,
      threatened against EBI before any court, administrative agency or body which
      would have any adverse effect on the Assets, nor does EBI or any of the
      Shareholders have any knowledge of any such action, suit, arbitration,
      proceeding or investigation. To the Shareholder’s Knowledge, no injunction
      materially or adversely affecting the Assets or the business of EBI has been
      entered against or served upon EBI which is presently in effect. At the time
      of
      the execution of this Agreement, to Shareholder’s Knowledge there is no action,
      proceeding or investigation pending which challenges the validity of this
      Agreement or the transactions contemplated by this Agreement, or which otherwise
      seeks to prevent or has the effect of preventing the consummation of these
      transactions. Disclosure
      Schedule 3.12
      lists
      all pending legal claims or proceedings, whether or not such claim or proceeding
      would result in a material adverse effect if decided against EBI to the
      Shareholder’s Knowledge.

     

    Page 6
      of 43 | Share Exchange Agreement |
      Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.13
      Governmental
      Authorizations and Third Party Consents.
      All
      approvals, authorizations, consents, licenses or orders of any governmental
      agency, whether federal, state or local, required for the operation of the
      Assets or EBI’s business have been obtained and are in full force and effect;
      except where the failure to obtain the same would not have a material adverse
      effect on EBI. Except as set forth on Disclosure
      Schedule 3.13,
      there
      are no consents, authorizations, approvals or waivers of any third party
      necessary or appropriate for the consummation of the transactions contemplated
      by this Agreement.

     

    3.14
      Inventions,
      Copyrights and Trademarks.
      EBI has
      not patented any of its intellectual property. To Shareholder’s Knowledge, EBI
      has full right to exploit the software it owns. To Shareholder’s Knowledge, EBI
      has full right to use and operate under any and all of (i) the names and (ii)
      copyrights used or distributed by EBI in its business. All the Intellectual
      Property of EBI is identified on Disclosure
      Schedule 3.14.
      No
      action or claim is pending or to Shareholder’s Knowledge, threatened, or has
      been received by EBI alleging that the operation by EBI of its business
      infringes in any way upon any patents, patent applications, trademarks, trade
      names, copyrights, inventions, formula, methods or processes of any third
      party.

     

    3.15
      No
      Brokers.
      Neither
      the Shareholders nor EBI has incurred any obligation or liability to any party
      for any brokerage fees, agent’s commissions, or finder’s fees in connection with
      the transactions contemplated by this Agreement for which FNG would be
      responsible. 

     

    3.16 Accounts.
      Disclosure
      Schedule 3.16
      sets
      forth and describes (a) all bank accounts owned or maintained by EBI and all
      authorized signatories with respect thereto, and (b) all safety deposit boxes
      maintained by EBI and all persons who have access thereto. 

    


    3.17
      Disclosure
      and Completeness of Statements.
      No
      representation or warranty made by the Shareholders or EBI in this Agreement
      or
      any Schedule or Exhibit attached to this Agreement, contains, or will as of
      Closing contain, any untrue statement of a material fact or omits, or will
      as of
      Closing omit, to state a material fact which is necessary in order to make
      the
      statement contained herein or therein not misleading.

    


    3.18 Absence
      of Changes. Except
      as
      set forth in Disclosure
      Schedule 3.17,
      since
      March 31, 2008, neither EBI nor, if applicable, its subsidiaries
      have:

    


    (a) incurred
      any material liabilities, other than liabilities incurred in the ordinary course
      of business consistent with past practice, or discharged or satisfied any lien
      or encumbrance, or paid any liabilities, other than in the ordinary course
      of
      business consistent with past practice, or failed to pay or discharge when
      due
      any liabilities of which the failure to pay or discharge has caused or will
      cause any material damage or risk of material loss to its or any of its assets
      or properties.

    (b) sold,
      encumbered, assigned or transferred any material fixed assets or properties
      which would have been included in any of the assets of EBI, or, if applicable
      its subsidiaries if the closing had been held on March 31, 2008 or on any date
      since then, except for ordinary course of business transactions consistent
      with
      past practice;

    (c) created,
      incurred, assumed or guaranteed any material indebtedness for money borrowed,
      or
      mortgaged, pledged or subjected any of the assets or properties of EBI, or
      if
      applicable, its subsidiaries to any material mortgage, lien, pledge, security
      interest, conditional sales contract or other encumbrance of any nature
      whatsoever; 

    (d) except
      for as otherwise set forth in Schedule 3.7, those obligations identified therein
      will be assumed, EBI has not made or suffered any amendment or termination
      of
      any material agreement, contract, commitment, lease or plan involving
      consideration in excess of $5,000 and to which EBI is a party or by which it
      is
      bound, or cancelled, modified or waived any substantial debts or claims held
      by
      it or waived any rights of substantial value, whether or not in the ordinary
      course of business;

     

    Page 7
      of 43 | Share Exchange Agreement |
      Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (e) declared,
      set aside or paid any dividend or made or agreed to make any other distribution
      or payment in respect of its capital shares or redeemed, purchased or otherwise
      acquired or agreed to redeem, purchase or acquire any of its capital shares
      or
      equity securities;

    (f) suffered
      any damage, destruction or loss, whether or not covered by insurance, materially
      and adversely affecting its business, operations, and of the assets, properties
      or prospects of EBI;

    (g) suffered
      any material adverse change in its business, operations, assets, properties,
      prospects or condition (financial or otherwise);

    (h) received
      notice or had knowledge of any actual or threatened labor dispute, termination,
      resignation, strike or other occurrence, event or condition of any similar
      character which has had or might have an adverse effect on its business,
      operations, assets, properties or prospects taken as a whole;

    (i) made
      commitments or agreements for capital expenditures or capital additions or
      betterments exceeding in the aggregate $5,000.00, except such as may be involved
      in ordinary repair, maintenance or replacement of any of the assets of
      EBI;

    (j) other
      than in the ordinary course of business, increased the salaries or other
      compensation of, or made any advance (excluding advances for ordinary and
      necessary business expenses) or loan to, any of its employees or made any
      increase in, or any addition to, other benefits to which any of its employees
      may be entitled;

    (k) changed
      any of the accounting principles followed or the methods of applying such
      principles; 

    (l) entered
      into any transaction other than in the ordinary course of business consistent
      with past practice; or

    (m) agreed,
      whether in writing or orally, to do any of the foregoing.

    


    3.18 Personal
      Property.
      Disclosure
      Schedule 3.18
      contains
      a list of all material equipment, furniture, fixtures and other tangible
      personal property and assets owned or leased by EBI, and, if applicable, its
      Subsidiaries. All of such items are in good operating condition (normal wear
      and
      tear excepted).

    


    3.19 Related
      Entities. Except
      as
      set forth on Disclosure
      Schedule 3.19,
      neither
      EBI nor any Stockholder, director, officer or employee of EBI or any member
      of
      his or her immediate family or any other of its, his or her affiliates, owns
      or
      has an ownership interest in any corporation or other entity that is or was
      during the last three years a party to, or in any property which is or was
      during the last two years the subject of, any material contract, agreement
      or
      understanding, business arrangement or relationship with EBI. Disclosure
      Schedule 3.19
      provides
      a description of each such related entity and the interest held therein.


    


    3.20
       Insurance.
      The
      assets, properties and operations of EBI are not insured. 

    


    3.21 Benefit
      Plans and Arrangements.
      The
      Company does not have any employee benefit plans (as defined in Section 3(3)
      of
      the Employee Retirement Income Security Act of 1974 (“ERISA”)), or other
      deferred compensation or fringe benefit plans, or arrangements.

     

    ARTICLE
      IV

    Representations
      and Warranties of FNG

    


    4.1
      Organization
      and Authority.
      FNG is
      a corporation duly organized, validly existing and in good standing under the
      laws of Nevada. FNG has all necessary power and authority to execute, deliver
      and perform this Agreement according to its terms. FNG’s subsidiaries are each
      duly organized and validly existing and in good standing under the laws of
      their
      respective jurisdictions of organization. FNG and its subsidiaries each have
      all
      requisite power and authority (corporate and other) to own their respective
      properties and to conduct their respective businesses as now being conducted,
      are each duly qualified to do business and are in good standing in each
      jurisdiction in which the character of the properties owned or leased by them
      or
      in which transaction of their respective businesses make such qualification
      necessary, except where the failure to so qualify will not have a material
      adverse effect on FNG and its subsidiaries. To their knowledge, FNG and its
      subsidiaries are not transacting business, or operating any properties owned
      or
      leased by any of them in violation of any provision of federal or state law
      or
      any rule or regulation promulgated thereunder, which violation would have a
      material adverse effect on FNG and its subsidiaries.

     

    Page 8
      of 43 | Share Exchange Agreement |
      Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.2
      FNG
      Capitalization.
      The
      authorized capital stock of FNG consists of 900,000,000 shares of common stock
      of FNG, having a par value of $0.001 (“FNG
      Common Stock”),
      of
      which, as of the date of this Agreement, 71,242,191 shares are issued and
      outstanding. All outstanding shares of FNG Common Stock have been duly
      authorized and validly issued in compliance with applicable laws, are fully
      paid
      and non-assessable and are not subject to any preemptive or subscription rights.
      All of the issued and outstanding shares of FNG Common Stock were offered,
      issued, sold and delivered in compliance with the registration requirements
      of
      the Securities Act and any applicable state securities act or an applicable
      exception therefrom.

    (a) Except
      as
      otherwise disclosed in all SEC filings and reports, there are no outstanding
      warrants, options, rights, other securities, agreements, subscriptions or other
      commitments, arrangements or undertakings pursuant to which FNG may become
      obligated to issue, deliver or sell, or cause to be issued, delivered or sold,
      any additional shares of FNG Capital Stock or other securities of FNG or to
      issue, grant, extend or enter into any such warrant, option, right, security,
      agreement, subscription or other commitment, arrangement or undertaking. Except
      as otherwise disclosed in all SEC filings and reports, there are no outstanding
      options, rights, other securities, agreements or other commitments, arrangements
      or undertakings pursuant to which FNG is or may become obligated to redeem,
      repurchase or otherwise acquire or retire any shares of FNG Capital Stock or
      other securities of FNG.
      There
      are no outstanding or authorized stock appreciation, phantom stock, profit
      participation or similar rights with respect to FNG.

    (b) Except
      as
      otherwise disclosed in all SEC filings and reports, there are no voting trusts,
      proxies, or other agreements or understandings with respect to the voting stock
      of FNG. There are no bonds, debentures, notes or other indebtedness or
      securities other than Common Stock of FNG having the right to vote (or
      convertible into, or exchangeable for, securities having the right to vote)
      on
      any matters on which stockholders of FNG may vote.

    (c) Except
      as
      otherwise disclosed in all SEC filings and reports, there are no outstanding
      rights which permit the holder thereof to cause FNG to file a registration
      statement under the Securities Act or which permit the holder thereof to include
      securities of FNG in a registration statement filed by FNG under the Securities
      Act.

    


    4.3
      Authorization
      and Validity of Agreement.
      FNG has
      the corporate power and authority to execute and deliver this Agreement. This
      Agreement has been duly and validly approved by the Board of Directors and
      shareholders of FNG, has been duly executed and delivered on its behalf, and
      constitutes a valid and binding agreement of FNG, enforceable in accordance
      with
      its terms.

    


    4.4
      FNG
      Reports.
      Since
      May 1, 2008, FNG have filed all reports, registrations and statements, together
      with any amendments required to be made with respect thereto, that were required
      to be filed with (i) the SEC, including but not limited to Form 10-K, Form
      10-Q,
      Form 8-K and proxy statements, and (ii) other applicable state securities
      authorities. All such reports and statements filed with the SEC and other
      applicable state securities authorities are collectively referred to herein
      as
      the “FNG
      Reports.”
As
      of
      their respective dates, to the best knowledge of the officers of FNG, the FSC
      Reports complied in all material respects with all the statutes, rules and
      regulations enforced or promulgated by the regulatory authority with which
      they
      were filed and did not contain any untrue statement of a material fact or omit
      to state a material fact required to be stated therein or necessary in order
      to
      make the statements therein, in light of the circumstances under which they
      are
      made, not misleading.

     

    Page 9
      of 43 | Share Exchange Agreement |
      Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.5
      FNG
      Financial Statements; Tax Returns.
      FNG’s
      Consolidated Balance Sheets as of June 30, 2007 and June 30, 2006, and its
      Consolidated Statements of Income and Consolidated Statements of Cash Flow
      for
      the years then ended, and its interim financial statements for the period ended
      March 31, 2008, all heretofore delivered to EBI and its Shareholders
      (collectively the “FNG Financial Statements”), were prepared in accordance with
      generally accepted accounting principles consistently applied and present fairly
      FNG’s consolidated financial condition, results of operations and changes in
      financial position as of such dates and for such periods. FNG has filed all
      federal, state and local tax returns and forms (including but not limited to
      Forms 1099), which are required by law to be filed or delivered as of the date
      hereof and have paid all taxes which have become due. Where payment of such
      taxes is not required to be made as of the date hereof, FNG has set up an
      adequate reserve or accrual for the payment of all taxes required to be paid
      in
      respect of the periods covered by such returns. Except as and to the extent
      stated in the FNG Financial Statements provided by FNG to EBI and its
      Shareholders and except for those liabilities incurred in the ordinary course
      of
      business, FNG and its consolidated subsidiaries do not have any material
      liabilities or obligations, secured or unsecured (whether accrued, absolute,
      contingent or otherwise).

    


    4.6
      Absence
      of Material Adverse Changes.
      Since
      December 31, 2007, there has been no material change, and no development
      involving a reasonably foreseeable prospective change, in or affecting the
      financial condition (present or prospective), business, properties or operations
      of FNG and its consolidated subsidiaries that either individually or in the
      aggregate has had or is likely to have a material adverse effect on FNG and
      its
      consolidated subsidiaries.

    


    4.7
      Absence
      of Defaults Under Agreements.
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will conflict with or result in a breach of
      or
      constitute a default under any provision of FNG’s Articles of Incorporation,
      Bylaws, or any agreement to which FNG is a party or by which it is bound or
      to
      which any of its properties is subject, or result in the creation of any liens
      or encumbrances upon its assets, and no consents or waivers thereunder are
      required to be obtained in connection with the transactions contemplated
      hereby.

    


    4.8
      Actions,
      Proceedings, and Investigations.
      Except
      as set forth in FNG’s filings with the SEC, there are no actions, proceedings or
      investigations pending, or to the knowledge of the executive officers of FNG,
      threatened or contemplated, against or relating to FNG or any of its
      consolidated subsidiaries, or any of their respective properties, which would
      have a material adverse effect on the financial condition (present or
      prospective), businesses, properties or operations of FNG and its consolidated
      subsidiaries, or the ability of FNG to consummate the Transaction contemplated
      hereby.

    


    4.10
      Periodic
      Reports.
      FNG
      will use its best efforts to timely file all reports, registrations and
      statements that it is required to file with the SEC, including, but not limited
      to Form 10-K, Form 10-Q, Form 8-K and proxy statements, and other applicable
      state securities or authorities as required under law for the three years
      following Closing.

    


    4.11
      Notification
      of Action.
      FNG
      covenants and agrees to immediately notify the Shareholders Representative
      in
      the event of the breach of any of the covenants set forth in this Article
      VI.

    


    4.12
      Continuation
      of O&D Indemnification.
      FNG
      agrees that all rights to indemnification or exculpation now existing in favor
      of the directors and officers of EBI as provided in EBI’s charters, bylaws,
      indemnification agreements or otherwise in effect as of the date hereof with
      respect to matters occurring prior to the Closing shall, to the greatest extent
      permitted by Nevada law and the organizational documents of FNG as in effect
      prior to Closing, survive the Transaction and shall continue in full force
      and
      effect for that period of time during which Alan E. Hall shall serve as a member
      of the FNG Board of Directors. If FNG or any of its successors or assigns (i)
      shall consolidate with or merge into any other corporation or entity and shall
      not be the continuing or surviving corporation or entity of such consolidation
      or merger, or (ii) shall transfer all or substantially all of its properties
      and
      assets to any individual, corporation or other entity, then, and in each such
      case, FNG shall use its commercially reasonable efforts to cause such successor
      and assigns of FNG to assume the obligations set forth in this
      Section.

     

    Page 10
      of 43 | Share Exchange Agreement
      | Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    4.13
      Access
      to Information.
      Upon
      reasonable request by EBI, and prior to the Closing of the transaction
      contemplated herein, FNG shall make one or more executive officers available
      in
      a commercially reasonable manner, to EBI and its representatives, counsel,
      accountants and agents to discuss FNG operations, and FNG shall provide to
      EBI
      and its representatives, at their request, copies of all filings made with
      the
      SEC between the date hereof and the Closing. EBI covenants and agrees that
      it
      and its representatives, counsel, accountants and agents will hold in strict
      confidence all documents and information concerning FNG or any of its
      subsidiaries so obtained (except to the extent that such documents or
      information are a matter of public record or require disclosure in any
      application required to be filed with any governmental or regulatory agency
      to
      obtain the approvals and consents required to effect the transactions
      contemplated hereby), and if the transactions contemplated herein are not
      consummated, such confidence shall be maintained and all such documents shall
      be
      returned to FNG.

    


    4.14
      FNG
      Board Position.
      FNG
      hereby agrees to elect Alan E. Hall to serve as a member of the Board of
      Directors of FNG for a term of at least one (1) year from and after the Closing.
      FNG further agrees to take no action to remove Mr. Hall as a director during
      such period unless such removal is for cause or results from Mr. Hall’s
      inability to serve by reason of his physical or mental illness or
      incapacity.

    


    4.15
      Governmental
      Authorizations and Third Party Consents.
      All
      approvals, authorizations, consents, licenses or orders of any governmental
      agency, whether federal, state or local, required for the acquisition of the
      EBI
      Shares by FNG and the issuance of the FNG Shares to the Shareholders have been
      obtained and are in full force and effect. There are no consents,
      authorizations, approvals or waivers of any third party necessary or appropriate
      for the transfer to FNG of the EBI Shares and consummation of the transactions
      contemplated by this Agreement that FNG is required to obtain, that has not
      been
      obtained.

    


    4.16
       Disclosure
      and Completeness of Statements.
      No
      representation or warranty made by FNG in this Agreement, contains any statement
      of a material fact known to be untrue or omits to state a material fact which
      is
      necessary in order to make the statement contained herein or therein not
      misleading.

    


    4.17  No
      Knowledge of Inaccuracies.
      FNG
      represents and warrants that as of the date of this Agreement, it has no
      knowledge that any of the representations made by the EBI or the Shareholders
      contained herein are inaccurate.

    


    ARTICLE
      V

    Covenants
      of EBI and Shareholders

    


    5.1
      Affirmative
      Covenants.
      Between
      the date hereof and the Closing, EBI shall, and the Shareholders shall cause
      EBI
      to:

    


    (a)
      Continue to operate the Assets and EBI’s business (i) in the usual and ordinary
      course, and (ii) in conformity with all applicable laws, ordinances,
      regulations, rules and orders;

    (b)
      Use
      commercially reasonable efforts to preserve the business of EBI and maintain
      the
      Assets intact, and to preserve the good will and business of EBI’s customers,
      suppliers and others having business relations with EBI, and continue to conduct
      the financial operations of EBI, including its credit and collection policies,
      with the same effort, to the same extent and in the same manner as in the prior
      conduct of the business of EBI;

    (c)
      Provide FNG and representatives of FNG with reasonable access during normal
      business hours to the properties, titles, contracts, books, files, logs, records
      and affairs of EBI and furnish such additional information concerning EBI,
      its
      business or the Assets as FNG may from time to time reasonably request, provided
      that such access and requests do not unreasonably interfere with EBI’s business
      and operations; 

     

    Page 11
      of 43 | Share Exchange Agreement
      | Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d)
      If
      applicable, use commercially reasonable efforts to procure the consent of any
      third parties necessary for the assignment to FNG of any contract, lease,
      agreement or intellectual property interest to be conveyed hereunder, such
      consents to include, without limitation, the consent of EBI’s software vendor,
      if any, to the acquisition by FNG of EBI and to the potential assignment to
      FNG
      of all interest in EBI’s software or other intellectual property, to the extent
      possible, without the requirement for further payment by FNG for such software
      and intellectual property;

    (e)
      Exercise commercially reasonable efforts to continue EBI’s relationship with its
      software developer;

    (f)
      Pay
      all Taxes as they become due;

    (g)
      To
      encourage all employees to continue their employment with EBI and not terminate
      any employees without the prior written consent of FNG; and

    (h)
      between
      the date of this Agreement and for a period of five years following the Closing
      Date, EBI shall maintain in confidence, and cause
      the
      directors, officers, employees, agents, and advisors of EBI to maintain in
      confidence, written, oral, or other information obtained in confidence (“FNG
      Confidential Information”) from FNG in connection with this Agreement or the
      transactions contemplated hereby, unless (a) such information is already known
      to EBI or to others not bound by a duty of confidentiality or such information
      becomes publicly available through no fault of EBI, (b) the use of such
      information is necessary or appropriate in making any filing or obtaining any
      consent or approval required for the consummation of the transaction
      contemplated by this Agreement, (c) the furnishing or use of such information
      is
      required by legal proceedings provided that the party making disclosure provides
      reasonable advance notice to the other party, or (d) the furnishing of such
      information is to
      professional advisors under a duty of confidentiality, as necessary to
      consummate the transactions contemplated by this Agreement. The Shareholders
      and
      EBI agree that the FNG Confidential Information will be used solely for the
      purposes of evaluating and consummating this transaction and that such
      information will not be used or disclosed other than in furtherance of such
      purpose under the terms of this Agreement.
      In the
      event that this Agreement is terminated, EBI shall promptly return any
      Confidential Information belonging to FNG. 

     

    5.2
      Negative
      Covenants.
      

    (a)
      Between the date hereof and the Closing, EBI shall not, and the Shareholders
      shall cause EBI not to, without the prior written consent of FNG:

    (1)
      enter
      into any agreements with employees to increase the compensation or bonuses
      payable to or to become payable by EBI to any of the employees or effect any
      changes in the management, personnel policies or employee benefits, except
      in
      accordance with the existing employment practices unless such can be
      accomplished at EBI’s sole cost and expense ;

    (2)
      except in the ordinary course of business consistent with past practice, allow
      the working capital, inventory, payables or receivables of EBI to change in
      any
      material respect;

    (3)
      create, assume or permit to exist any mortgage or pledge, lien or encumbrance
      (other than a Permitted Lien or other obligations listed on any Disclosure
      Schedule) of or on any of the Assets, whether now owned or hereafter acquired
      except in the ordinary course of business;

    (4)
      sell,
      assign, lease or otherwise transfer or dispose of any of the Assets except
      in
      the ordinary course of business;

    (5)
      acquire any assets not paid for in cash in full prior to the Closing Date except
      in the ordinary of business; or

    (6)
      make
      any material changes in the Assets or its business.

    (b)
      As a
      material inducement to FNG entering into this Agreement and its acquisition
      of
      EBI, the Shareholders
      agree
      that for a period of two years following the Closing Date, without the prior
      written consent of FNG, none of the Shareholders will, as a principal, agent,
      or
      employee, or through any person, company, partnership, association or other
      entity:

    (1)
      Employ, engage
      or seek
      to employ or engage any person designated on Disclosure Schedule 3.10 who is
      employed by EBI or FNG; or

     

    Page
      12 of 43 | Share Exchange Agreement |
      Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (2)
      Cause
      or attempt to cause any supplier, customer, client, employee, consultant,
      officer, director or person having a business relationship with EBI or FNG
      to
terminate
      or
      materially reduce its relationship with either EBI or FNG.

    (3)
      except for Alan H. Hall and Charles E. Duncan, participate or engage in (other
      than through the ownership of 5% or less of any class of securities registered
      under the Securities Exchange Act of 1934, as amended) or assist, financially
      or
      otherwise any person who participates or who is engaged in, any business,
      wherever located, that competes with the business or activities EBI, including
      but not limited to the activities of internet marketing software development,
      consulting or licensing and other usual and customary internet marketing
      activities or any activities engaged in by EBI on the Closing Date.


     

    The
      parties recognize that the law and public policies of the various states of
      the
      United States may differ as to the validity and enforceability of covenants
      similar to those set forth in this Section 5.2 (c). It is the intention of
      the
      parties that the provisions of this Section 5.2 (c) be enforced to the fullest
      extent permissible under the law and policies of each jurisdiction in which
      enforcement may be sought, and that the unenforceability (or the modification
      to
      conform to such laws or policies) of any provisions of this section will not
      render unenforceable, or impair, the remainder of the provisions of this
      section. The parties further agree that any remedy at law for any violation
      of
      the provisions of this section would be inadequate, and the Shareholders hereby
      consent to the granting by any court of an injunction or other equitable relief
      without the necessity of actual monetary loss being provided, in order that
      the
      breach or threatened breach of such provisions may be effectively restrained.
      

    


    ARTICLE
      VI

    Covenant
      of FNG

    


    Between
      the date of this Agreement and for a period of either five years or until the
      Closing, whichever occurs first, FNG shall maintain in confidence, and
cause
      the
      directors, officers, employees, agents, and advisors of FNG to maintain in
      confidence, any written, oral, or other information obtained in confidence
      (“EBI
      Confidential Information”) from EBI in connection with this Agreement or the
      transactions contemplated hereby, unless (a) such information is already known
      to EBI or to others not bound by a duty of confidentiality or such information
      becomes publicly available through no fault of FNG, (b) the use of such
      information is necessary or appropriate in making any filing or obtaining any
      consent or approval required for the consummation of the transaction
      contemplated by this Agreement, (c) the furnishing or use of such information
      is
      required by legal proceedings provided that the party making disclosure provides
      reasonable advance notice to the other party, or (d) the furnishing of such
      information is to
      professional advisors under a duty of confidentiality, as necessary to
      consummate the transactions contemplated by this Agreement. FNG agrees that
      the
      EBI Confidential Information will be used solely for the purposes of evaluating
      and consummating this transaction and that such information will not be used
      or
      disclosed other than in furtherance of such purpose under the terms of this
      Agreement.
      In the
      event that this Agreement is terminated, FNG shall promptly return any EBI
      Confidential Information belonging to EBI.

    


    ARTICLE
      VII

    Conditions
      to Obligations of EBI and the Shareholders

    


    The
      obligation of EBI and the Shareholders to consummate the transactions
      contemplated hereby is subject to the fulfillment prior to and at the Closing
      of
      each of the following conditions:

     

    7.1
      The
      representations and warranties of FNG contained in this Agreement shall be
      true
      and correct in all material respects at and as of the Closing Date as though
      such representations and warranties were made at and as of such
      time;

     

    Page
      13 of 43 | Share Exchange Agreement |
      Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    7.2
      FNG
      shall have in all material respects performed and complied with all covenants,
      agreements and conditions required by this Agreement to be performed or complied
      with by it prior to and at the Closing Date;

    


    7.3
      All
      necessary approvals and consents to issuance of the FNG shares shall have been
      obtained;

    


    7.4
      FNG
      shall have made all deliveries to EBI as set forth within this Agreement;
      and

    


    7.5
      FNG’s
      board of directors shall have adopted such resolutions as may be necessary
      for
      the board of directors to amend the number of directors of FNG to five, and
      to
      appoint Hall to such board of directors effective upon Closing, and shall,
      upon
      the Closing submit such actions to the stockholders of FNG for such approval
      as
      may be required of the stockholders;

    


    7.6
      No
      material adverse change in the business, operations,
      properties, prospects, assets, or condition of FNG will have taken place since
      the date of the FNG Financial Statements, and no event will have occurred or
      circumstance arise that may result in such a material adverse
      change;

    


    7.7
      EBI
      and the Shareholders shall have completed to their sole satisfaction a due
      diligence investigation of FNG.

    


    ARTICLE
      VIII

    Conditions
      to Obligations of FNG

    


    The
      obligation of FNG to consummate the transactions contemplated hereby is subject
      to the fulfillment prior to and at the Closing of each of the following
      conditions:

    


    8.1
      The
      representations and warranties of EBI contained in this Agreement shall be
      true
      and correct in all material respects at and as of the Closing Date as though
      such representations and warranties were made at and as of such
      time;

    


    8.2
      EBI
      shall have in all material respects performed and complied with all covenants,
      agreements and conditions required by this Agreement to be performed or complied
      with by it prior to and at the Closing Date;

    


    8.3
      All
      necessary approvals and consents to the assignment to exchange of the Shares
      for
      the FNG shares shall have been obtained;

    


    8.4
      EBI
      shall have entered into an agreement with its software developer in form and
      substance satisfactory to FNG in its sole discretion.

    


    8.5
      EBI
      shall have obtained consent to the change of control of EBI for any material
      contract that requires such consent; 

    


    8.6
      EBI
      shall have made all deliveries to FNG set forth in the Agreement;

    


    8.7
      No
      material adverse change in the business, operations,
      properties, prospects, assets, or condition of EBI will have taken place since
      the date of the EBI Financial Statements, and no event will have occurred or
      circumstance arise that may result in such a material adverse change;

    


    8.8
      FNG
      will be satisfied in all material respects with its due diligence review of
      EBI.

     

    Page 14
      of 43 | Share Exchange Agreement
      | Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    8.9
      EBI
      and
      the Shareholders further agree and acknowledge that, effective as of the closing
      of the transaction contemplated by this Agreement, Duncan and Hall will have
      contributed $1,929.26 and $11,843.30 in cash to the Company which amounts shall
      be used for general working capital by EBI.

    


    ARTICLE
      VIII.A

    Closing
      and Closing Deliveries

    


    8.1.A
      Closing.
      The
      Closing shall be held at 10:00 a.m. MST on May ___, 2008 or on such later date
      as the parties may agree (the “Closing Date”) via simultaneous facsimile
      execution and immediate follow up with original documents via or as otherwise
      agreed to by the parties to this Agreement.

     

    8.2.A
      Deliveries
      by EBI and the Shareholders.
      At the
      Closing, EBI shall execute and deliver or cause to be delivered to FNG in form
      and substance reasonably satisfactory to FNG and its counsel:

    (a)
      Instruments of Transfer signed by each of the Shareholders conveying to FNG
      all
      of the Shares, together with all original certificates representing the Shares,
      in each case in proper form for transfer, with appropriate instructions or
      agreements from the Shareholders to allow the Shares to be legally and
      beneficially transferred into the name of FNG. Except for those Permitted Liens
      and liens set forth or the Disclosure Schedule, FNG will receive evidence to
      its
      satisfaction that any liens or encumbrances on the Shares have been released
      as
      of the Closing Date.

    (b)
      signed employment agreements between FNG, on the one hand and Ryan Wintle,
      Jared
      Randall and Jeff Pollock in form and substance mutually satisfactory to FNG
      and
      such employees in Form as provided under Exhibit A (collectively, the
“Employment Agreements”);

    (c)
      a
      certificate of the Secretary of EBI, dated the Closing Date, containing (a)
      a
      copy of EBI’s articles of incorporation, as amended through the Closing Date
      certified by the Department of Commerce, Division of Corporations and Commercial
      Code of the State of Utah (b) a true and correct copy of EBI’s bylaws, as
      amended and (c) true and correct copies of resolutions of EBI’s board of
      directors and stockholders authorizing this Agreement and the transactions
      contemplated herein; and (d) a certification of the incumbency and signatures
      of
      the officers of EBI executing this Agreement and the Closing Documents executed
      by EBI on the Closing Date as contemplated by this Agreement; 

    (e)
      such
      other assignments, bills of sale or instruments of transfer, certificates of
      officers and opinions of counsel as reasonably may be requested by FNG to
      consummate the transactions contemplated by this Agreement; 

    (f)
      the
      deliver of a detail list of all historical clients of EBI, dates active, contact
      information and the status of the business relationship; and

    (g)
      unless as otherwise provided for under Disclosure Schedule 3.7, at the Closing
      EBI will not have any other liabilities, claims outstanding. FNG confirms that
      it has received written confirmation that the following have been paid: (i)
      Wells Fargo Credit Line, (ii) America First Credit, and (iii) America First
      Visa.

     

    8.3.A
      Deliveries
      by FNG.
      On the
      Closing Date, FNG shall execute and deliver or cause to be delivered to EBI,
      in
      form and substance reasonably satisfactory to EBI and its counsel:

    (a)
      The
      Purchase Price as set forth in Section 2 in the form of stock certificates
      duly
      issued by FNG in the name of each of the Shareholders in the amounts set forth
      opposite their names in Section 2.2;

    (b)
      Signed Employment Agreements in the Form as provided under Exhibit
      A;  

    (c)
      a
      certificate of an FNG’s Secretary, dated the Closing Date, containing; (a) a
      copy of FNG’s certificate of incorporation, as amended through the Closing Date
      certified by the Secretary of State of the State of Nevada, (b) a true and
      correct copy of FNG’s bylaws, as amended and (c) true and correct copies of
      resolutions of FNG’s board of directors and stockholders authorizing this
      Agreement and the transactions contemplated herein; and (d) a certification
      of
      the incumbency and signatures of the officers of FNG executing this Agreement
      and the Closing Documents executed by FNG on the Closing Date as contemplated
      by
      this Agreement; and

    


    Page 15
      of 43 | Share Exchange Agreement
      | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      IX

    Survival
      of Representations

    and
      Warranties and Indemnification

    


    9.1
      Representations
      and Warranties.
      All
      representations and warranties contained in this Agreement shall survive the
      Closing Date for a period of one year.

    


    9.2
      Indemnification
      by EBI and the Shareholders.
      EBI and
      the Shareholders, individually, jointly and severally hereby agree to indemnify,
      defend and hold harmless FNG, its successors and assigns from and
      against:

    (a)
      any
      and all claims, demands, liabilities, obligations, actions, suits, proceedings,
      losses, damages, costs, expenses, assessments, judgments, recoveries, and
      deficiencies, including interest, penalties and reasonable attorneys’ fees, of
      every kind and descriptions, contingent or otherwise (the foregoing, hereinafter
      collectively referred to as “Damages”); occasioned by, arising out of or
      resulting from the operation of the EBI’s business before the Closing,
      including, but not limited to, any and all claims, liabilities and obligations
      arising or required to be performed before the Closing under any contract,
      agreement, lease or license assumed by FNG hereunder;

       (b)
      any
      and all Dama ges occasioned by, arising out of or resulting from any
      misrepresentation, breach of warranty or covenant, or default or non-fulfillment
      of any agreement on the part of EBI under this Agreement set forth in Section
      3,
      or from any certificate, agreement, annex, schedule or other instrument
      furnished to FNG pursuant to this Agreement or in connection with any of the
      transactions contemplated hereby.

    (c)
      Notwithstanding any other provision in this Agreement to the contrary, no
      Shareholders shall be liable for the inability or failure of any other
      Shareholder to deliver the shares of EBI stock held by such other Shareholder
      to
      FNG free and clear of all liens and encumbrances. Except, in the event that
      not
      all Shareholders are willing or otherwise capable of transferring their shares
      as described in this Agreement, and at its sole discretion, FNG may cancel,
      rescind or terminate this Agreement without further obligation to EBI or any
      Shareholder;

    (d)
      Except in the case of fraud or intentional misrepresentation or willful
      misconduct FNG hereby agrees that its sole recourse for any indemnification
      claims made under this Article 9 shall be the FNG shares issued to Shareholders
      as the purchase price. The indemnification obligations of Hall and Duncan shall
      in no case exceed the value (at the time indemnification claims are made) of
      the
      FNG shares issued to them in connection with the Transactions contemplated
      herein. Except in the case of fraud or intentional misrepresentation or willful
      misconduct, the indemnification obligation of the other Shareholders shall
      not
      exceed the value (at the time indemnification claims are made) of the FNG shares
      issued to such Shareholder in connection with the Transactions contemplated
      herein

    (e)
      FNG
      shall notify Shareholder’s Representative (as defined below) in writing within
      thirty (30) days of the date FNG becomes aware of any event which in its opinion
      entitle or may entitle it to indemnification under this Section 9.2; provided,
      however, that failure to give such notice within such thirty (30) day period
      shall not affect the liability of EBI or the Shareholders hereunder, except
      to
      the extent FNG is actually prejudiced thereby. With respect to threatened or
      asserted claims of third parties, the Shareholders shall promptly defend such
      claim by counsel of the Shareholder’s Representatives own choosing;

    (f)
      If
      the Shareholders within a reasonable time after notice of a claim fails to
      defend FNG, FNG shall be entitled to undertake the defense, compromise or
      settlement of such claim at the expense of and for the account and risk of
      the
      Shareholders. Anything in this subsection to the contrary notwithstanding,
      (i)
      if there is a reasonable probability that a claim may materially and adversely
      affect FNG, FNG shall have the right, at its own cost and expense to defend,
      compromise or settle such claim; (ii) the Shareholders shall not, without FNG’s
      written consent, settle or compromise any claim or consent to any entry of
      judgment which does not include as an unconditional term thereof, the giving
      by
      the claimant or the plaintiff to FNG of a release from all liability in respect
      to such claim;

    (g)
      Notwithstanding any of the foregoing, the Shareholders and EBI shall not have
      any liability to indemnify FNG for any claim as to which FNG has not notified
      the Shareholder’s Representatives within 18 months of the earlier of the Closing
      Date or discovery of the facts or circumstances giving rise to the
      claim.

     

    Page 16
      of 43 | Share Exchange Agreement
      | Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.3
      Indemnification
      by FNG.
      FNG
      hereby agrees to indemnify, defend and hold harmless the Shareholders and their
      successors and assigns from and against:

    (a)
      any
      and all Damages occasioned by, arising out of or resulting from any
      misrepresentation, breach of warranty or covenant, or default or non-fulfillment
      of any agreement on the part of FNG under this Agreement, or from any
      certificate, agreement, annex, schedule or other instrument furnished by FNG
      to
      EBI and/or the Shareholders pursuant to this Agreement or in connection with
      any
      of the transactions contemplated hereby, including, damages that may arise
      from
      the non payment of the VW Passat Lease.

    (b)
      the
      Shareholder making such indemnity claim shall notify FNG in writing within
      thirty (30) days of the date such Shareholder becomes aware of any event which
      in his opinion entitles or may entitle him to indemnification under this Section
      9.3; provided, however, that failure to give such notice within such thirty
      (30)
      day period shall not affect the liability of FNG hereunder, except to the extent
      that FNG is actually prejudiced thereby. With respect to threatened or asserted
      claims of third parties, FNG shall promptly defend such claim by counsel of
      its
      own choosing.

    (c)
      If
      FNG within a reasonable time after notice of a claim fails to defend such
      Shareholder, such Shareholder shall be entitled to undertake the defense,
      compromise or settlement of such claim at the expense of and for the account
      and
      risk of FNG. Anything in this subsection to the contrary notwithstanding, if
      there is a reasonable probability that a claim may materially and adversely
      affect a Shareholder, such Shareholder shall have the right, at its own cost
      and
      expense to defend, compromise or settle such claim. Notwithstanding any
      provision in this Agreement to the contrary, FNG shall not, without the
      Shareholder’s Representative’s written consent, settle or compromise any claim
      or consent to any entry of judgment which does not include as an unconditional
      term thereof, the giving by the claimant or the plaintiff to FNG of a release
      from all liability of all Shareholders in respect to such claim.

    (d)
      Notwithstanding any of the foregoing, FNG shall not have any liability to
      indemnify a Shareholder for any claim as to which such Shareholder has not
      notified FNG within one year of the Closing Date; provided, however, that such
      limitation shall not apply to any matter pertaining to the issuance of the
      FNG
      shares to the representative Shareholder and title thereto or payment of the
      VW
      Passat Lease.

    


    9.4
      Limitations.
      No
      Shareholder shall have any liability to FNG under Article IX where any officer,
      director, employee or representative of FNG had actual knowledge before closing
      of a breach of a representation or warranty of EBI or the Shareholders and
      where
      FNG did not inform Charles Duncan in writing prior to Closing of such
      breach.

    


    ARTICLE
      X

    TERMINATION

    


      10.1
      Termination.
      This
      Agreement may be terminated at any time prior to the Closing Date
      by:

    (a) mutual
      agreement of the Shareholders and FNG;

    (b)
      the
      Shareholders, if there has been a breach by FNG of any material representation,
      warranty, covenant or agreement set forth in this Agreement on the part of
      FNG
      that is not cured, to the reasonable satisfaction of the Shareholders, within
      10
      business days after notice of such breach is given
      by the
      Shareholders (except that no cure period will be provided for a breach by FNG
      that by its nature cannot be cured);

    (c)
      FNG,
      if there has been a breach by the any of the Shareholders or EBI of any material
      representation, warranty, covenant or agreement set forth in this Agreement
      on
      the part of the Shareholders or EBI that is not cured by the breaching party,
      to
      the reasonable satisfaction of FNG, within 10 business days after notice of
      such
      breach is given by FNG (except that no cure period will be provided for a breach
      by the Shareholders or EBI that by its nature cannot be cured);

    (d)
      the
      Shareholders or FNG, upon notice to the other, if any permanent injunction
      or
      other order of a governmental entity of competent authority preventing the
      consummation of the transactions contemplated by this Agreement has become
      final
      and non-appealable; or

    (e)
      either Shareholders of FNG if this transaction has not closed prior to June
      30,
      2008.

     

    Page 17
      of 43 | Share Exchange Agreement
      | Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10.2 Effect
      of Termination.
      In the
      event of the termination of this Agreement as provided in Section 10.1, this
      Agreement will be of no further force or effect; provided, however, that no
      termination of this Agreement will relieve any party of liability for any breach
      of this Agreement that is based on a wrongful refusal or failure to perform
      any
      obligations or for any covenant that by its nature survives termination of
      this
      Agreement.

    


    ARTICLE
      XI

    Shareholders
      Representatives

    


    11.1 Designation
      of Shareholders Representative.
      Charles
      E. Duncan (the “Shareholders Representative”) is hereby designated by each of
      the Shareholders to serve as the representative of the Shareholders with respect
      to the matters expressly set forth in this Agreement to be performed by the
      Shareholders Representative.

    


    11.2 Authority.
      Each of
      the Shareholders, by the execution of this Agreement, hereby irrevocably
      appoints the Shareholders Representative as the agent, proxy and
      attorney-in-fact for such Shareholder for all purposes of this Agreement
      (including the full power and authority on such Shareholder’s behalf (i) to
      consummate the transactions contemplated herein; (ii) to pay such Shareholder's
      expenses incurred in connection with the negotiation and performance of this
      Agreement (whether incurred on or after the date hereof); (iii) to disburse
      any
      funds received hereunder to such Shareholder and each other Shareholder; (iv)
      to
      endorse and deliver any certificates or instruments representing the EBI Stock,
      to deliver any certificates representing the shares of EBI Stock, and to execute
      such further instruments of assignment as FNG shall reasonably request; (v)
      to
      execute and deliver on behalf of such Shareholder any amendment or waiver
      hereto; (vi) to take all other actions to be taken by or on behalf of such
      Shareholder in connection herewith; (vii) to do each and every act and exercise
      any and all rights which such Shareholder or the Shareholders, as applicable,
      collectively are permitted or required to do or exercise under this Agreement;
      (viii) to resolve indemnification claims; and (ix) to refrain from taking any
      action that the Shareholders Representative is otherwise authorized hereunder
      to
      take. Each of the Shareholders agrees that such agency and proxy are coupled
      with an interest, are therefore irrevocable without the consent of the
      Shareholders Representative and shall survive the death, incapacity, bankruptcy,
      dissolution or liquidation of any Shareholder. All decisions and actions by
      the
      Shareholders Representative (to the extent authorized by this Agreement) shall
      be binding upon all of the Shareholders, and no Shareholder shall have the
      right
      to object, dissent, protest or otherwise contest the same.

    


    11.3 Successor
      Shareholders Representative.
      If the
      Shareholders Representative dies, resigns as Shareholders Representative,
      becomes disabled or otherwise becomes unable to fulfill his responsibilities
      hereunder, the Shareholders holding at least two-thirds of the outstanding
      EBI
      Stock sold to the FNG hereunder shall, within twenty (20) days of such death,
      disability or resignation, appoint a successor to the Shareholders
      Representative and immediately thereafter notify the FNG in writing of the
      identity of the successor Shareholders Representative. Any such successor
      Shareholders Representative shall succeed to all of the rights and obligations
      of the Shareholders Representative hereunder.

    


    ARTICLE
      XII

    Investment
      Statements

    


    12.1 Investment
      Intent.
      Each
      Shareholder acknowledges that the FNG Common Stock being issued to such
      Shareholder (including any and all shares of FNG Common Stock issued as
      Contingent Consideration) are not registered under the Securities Act or the
      securities laws of the United States or any state therein and that the
      Shareholder is acquiring such FNG Shares for such Shareholder’s own account, not
      as a nominee or agent, for investment, and not with a view to the distribution
      or resale thereof. Such Shareholder is a sophisticated investor with (either
      alone or with his, her or its Shareholder Representative, if any) such knowledge
      and experience in financial and business matters that such Shareholder (either
      alone or with his, her or its Shareholder Representative, if any), is capable
      of
      evaluating the risks and merits of such Shareholder’s investment in the FNG
      Shares and has the capacity to protect such Shareholder’s own interests. Such
      Shareholder is in a financial position to hold the FNG Shares for an indefinite
      period of time and is able to bear the economic risk and withstand a complete
      loss of his, her or its investment in the FNG Shares. Such Shareholder
      acknowledges that the Buyer has given him, her or it (and such Shareholder’s
      Advisor, if any) the opportunity to ask questions of and receive answers from,
      the officers and management employees of the Buyer and its subsidiaries, and
      to
      obtain additional information about the assets, liabilities, prospects,
      indebtedness, business and financial condition of the Buyer and its
      subsidiaries, in order to evaluate the investment in the FNG Shares contemplated
      hereby, and such Shareholder (and such Shareholder’s Advisor, if any) has
      obtained, in the judgment of such Shareholder, sufficient information from
      the
      Buyer to evaluate the merits and risks of such investment.

     

    Page 18
      of 43 | Share Exchange Agreement
      | Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    12.2 Restricted
      Securities.
      Each
      Shareholder understands that the FNG Shares are being issued to such
      Shareholder, are characterized as “restricted securities” under United States
      securities laws inasmuch as they are being acquired from the Buyer in a
      transaction not involving a public offering, and that under such laws and
      applicable regulations such securities may not be resold without registration
      under the Securities Act of 1933 unless an exemption from registration
      thereunder is available. Such Shareholder represents that it is familiar with
      Rule 144 and Regulation S, both promulgated under the Securities Act as
      presently in effect, and understands the resale limitations imposed thereby
      and
      by the Securities Act.

     

    12.3 Residence.
      The
      jurisdiction of organization of such Shareholder that is not a natural person
      and the residence of such Shareholder that is a natural person are set forth
      on
Disclosure
      Schedule 12.3
      hereto.

    


    12.4 Accredited
      Status.
      Such
      Shareholder, if listed on Disclosure
      Schedule 12.3
      under
      the heading “Accredited Investors,” is an “accredited investor” as defined in
      Rule 501(a) of Regulation D under the Securities Act. Such Shareholder, if
      listed on Disclosure
      Schedule 12.3
      under
      the heading “Non-Accredited Investors,” is not an “accredited investor” as
      defined in Rule 501(a) of Regulation D under the Securities Act.

    


    12.5 Shareholder
      Investment Experience.
      Except
      as set forth on Disclosure
      Schedule 12.5,
      each
      Shareholder, if any, listed on Disclosure
      Schedule 12.5 believes
      that he, she or it has such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of an investment
      in
      the FNG Shares, and he, she or it therefore does not plan to use the services
      of
      any Shareholder Advisor(as such term is defined in Rule 501(h) of Regulation
      D
      promulgated under the Securities Act) in connection with evaluating such merits
      and risks. As evidence of his, her or its knowledge and experience in these
      matters, such Shareholder agrees to execute an Offeree Questionnaire in a form
      typical for transactions of such type and acceptable to Buyer in its sole
      discretion. Shareholder understands that based upon Buyer’s review of such
      information Buyer may differ with such belief, and may require, as a condition
      to offering Shareholder an opportunity to invest in the FNG Shares, that
      Shareholder engage the services of a Shareholder Advisor to advise him, her
      or
      it in a review of the transactions contemplated hereby. 

    


    ARTICLE
      XIII

    Miscellaneous

    


    13.1
      Brokerage
      Fees.
      The
      parties hereto hereby represent and warrant to one another that there has been
      no finder, broker or consultant involved in the negotiations leading up to
      the
      execution of this Agreement and no finder’s, broker’s or consultant’s fees or
      commissions are payable in connection with the transactions contemplated
      hereby.

    


    13.2
      Professional
      Fees and Expenses.
      Each
      party shall pay its own expenses incurred in connection with the authorization,
      preparation, execution and performance of this Agreement, including, without
      limitation, all fees and expense of counsel, accountants, agents and
      representatives. FNG acknowledges that a maximum of $10,000 in audit and
      accounting fees are being paid by EBI for the audit necessary and required
      under
      this Agreement; such payment to be made upon invoice from the designated auditor
      but in any event prior to the release of the remaining shares under the Escrow
      Arrangement as set forth in Section 2.3. FNG agrees to pay any and all
      reasonable fees and expenses for the conduct and performance of the audit which
      may be above that amount.

     

    Page 19
      of 43 | Share Exchange Agreement
      | Final Execution Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    13.3
      Notices.
      (a) All
      notices, demands, and requests required or permitted to be given under the
      provisions of this Agreement shall be in writing and shall be deemed duly given
      of sent by registered or certified mail, postage prepaid, addressed as
      follows:

     

    If
      to EBI
      to:

    Elemental
      Business, Inc.

    E-Station

    2501
      Grant Avenue

    Ogden,
      Utah 84401 

    


    With
      a
      copy to: 

    Ray
      Quinney & Nebeker P.C.

    36
      South
      State St., Suite 1400

    Salt
      Lake
      City, Utah 84111

    Attention:
      R. Gary Winger, Esq.

    


    If
      to
      FNG, to:

    Future
      Now Group, Inc.

    61
      Unquowa Rd

    Fairfield,
      CT. 06824

    Attention:
      William E. Schloth

    


    With
      a
      copy to:

    Coles,
      Baldwin & Kaiser, LLC 

    1261
      Post
      Road

    Fairfield,
      Connecticut 06824

    Attention:
      John B. Kaiser, Esq.

    


    If
      to the
      Shareholders, to:

    


    Charles
      E. Duncan

    5611
      South Foxchase Drive

    Ogden,
      UT
      84403

    


    or
      any
      such other addresses as the parties may from time to time designate in writing.
      Notice shall be deemed given (i) when received by overnight mail or recognized
      overnight courier, or (ii) four days after being placed in the United States
      mail.

    


    13.4
      Benefit
      and Binding Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      and their respective successors and assigns. This Agreement shall not be
      assigned without the prior written consent of the other party
      hereto.

    


    13.5.
      Exhibits
      and Schedules.
      All
      Exhibits and Schedules attached to this Agreement shall be deemed a part of
      and
      incorporated into this Agreement as if set out in full wherever reference is
      made thereto in this Agreement.

    


    13.6
      Governing
      Law.
      This
      Agreement shall be governed, construed and enforced in accordance with the
      law
      of Utah.

     

    Page
      20 of 43 | Share Exchange Agreement |
      Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    13.7.
      Counterparts.
      This
      Agreement may be executed in any number of counterparts. Each such counterpart
      shall be deemed an original, and it shall not be necessary in making proof
      of
      this Agreement to account for or produce more than one of such
      counterparts.

    


    13.8
      Headings.
      The
      heading of the sections of this Agreement are included for ease of reference
      only and shall not be deemed to be a part of this Agreement or used in its
      interpretation or construction.

    


    13.9
      Entire
      Agreement.
      This
      Agreement and all exhibits and schedules hereto and all agreements to be
      delivered by the parties pursuant hereto, represent the entire understanding
      and
      agreement between the parties with respect to the subject matter hereof,
      supersede all prior negotiations between the parties, and can be amended,
      supplemented or changed only by an agreement in writing which makes specific
      reference to this Agreement and which is signed by both of the
      parties.

    


    13.10
      Severability.
      If any
      part, term or provision of this Agreement is held to be unenforceable or
      prohibited by law, the rights or obligation of the parties shall be construed
      and enforced with that part, term of provision limited so as to make it
      enforceable to the greatest extent allowed by law, or, if it is totally
      unenforceable, as if this Agreement contained a provision which as closely
      as
      possible resembles the non-enforceable provision without itself being
      unenforceable.

    


    13.11 Schedules
      and Exhibits.
      The
      following schedules and exhibits are attached to this Agreement and incorporated
      herein.

     

    
      
        	
                Disclosure
                  Schedule 1(l)

              	 	
                Licenses

              
	
                Disclosure
                  Schedule 2.3

              	 	
                EBI
                  Original Stock Ownership

              
	
                Disclosure
                  Schedule 3.2

              	 	
                Transfer
                  Restrictions

              
	
                Disclosure
                  Schedule 3.4

              	 	
                Assets

              
	
                Disclosure
                  Schedule 3.5

              	 	
                Change
                  of Control; Noncontravention

              
	
                Disclosure
                  Schedule 3.6

              	 	
                EBI
                  Financial Statements

              
	
                Disclosure
                  Schedule 3.7

              	 	
                Undisclosed
                  and Assumed Liabilities

              
	
                Disclosure
                  Schedule 3.9

              	 	
                Material
                  Contracts and Transactions

              
	
                Disclosure
                  Schedule 3.0

              	 	
                Labor
                  and Employment

              
	
                Disclosure
                  Schedule 3.11

              	 	
                Real
                  Property

              
	
                Disclosure
                  Schedule 3.12

              	 	
                Actions
                  & Proceedings

              
	
                Disclosure
                  Schedule 3.13

              	 	
                Governmental
                  Authorities and Third Party Consents

              
	
                Disclosure
                  Schedule 3.14

              	 	
                Inventions

              
	
                Disclosure
                  Schedule 3.16

              	 	
                Bank
                  Accounts

              
	
                Disclosure
                  Schedule 3.17

              	 	
                Absence
                  of Changes and Events

              
	
                Disclosure
                  Schedule 3.18

              	 	
                Personal
                  Property

              
	
                Disclosure
                  Schedule 3.19

              	 	
                Related
                  Entities

              
	
                Disclosure
                  Schedule 12.3

              	 	
                Residence

              
	
                Disclosure
                  Schedule 12.5

              	 	
                Shareholder
                  Investment Experience

              


      

       

    

    Exhibit
      A      Form
      of
      Employment Agreement 

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
      the
      date first set forth above by their duly authorized
      representatives.

     

    
      Page
        21 of
        43 | Share Exchange Agreement | Final Execution
        Copy

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              FUTURE
                NOW GROUP, INC.

            	 	
              ELEMENTAL
                BUSINESS, INC.

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Jeffrey Eisenberg

            	 	
              By:

            	
              /s/
                Ryan Wintle

            
	
              Name:
                Jeffrey Eisenberg

            	 	
              Name:
                Ryan Wintle

            
	
              Title:
                President and CEO

            	 	
              Title:
                CEO

            
	 	 	 
	
              /s/
                Ryan Wintle

            	 	
              /s/
                Jared Randall

            
	
              Ryan
                Wintle

            	 	
              Jared
                Randall

            
	 	 	 
	
              /s/
                Jeff Pollock

            	 	
              /s/
                Alan Hall

            
	
              Jeff
                Pollock

            	 	
              Alan
                Hall

            
	 	 	 
	
              /s/
                Charles E. Duncan

            	 	 
	
              Charles
                E. Duncan

            	 	 


    

     

    Page
      22 of
      43 | Share Exchange Agreement | Final Execution
      Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Disclosure
      Schedule 1.(l) Licenses

     

    EBI
      has
      the following licenses. Each of these licenses provide enhanced functionality
      within the Elitics toolset:

    


    
      	 	
              -

            	
              FCK
                Editor. Used by Elitics to provide enhanced email editor
                functionality.

            


    

    
      	 	
              o

            	
              License
                fee was one-time only and has been
                paid.

            


    

    
      	 	
              -

            	
              ABC
                PDF. Used by Elitics to provide ability to export reports to
                PDF.

            


    

    
      	 	
              o

            	
              License
                fee was one-time only and has been
                paid.

            


    

    
      	 	
              -

            	
              Fusion
                Charts. Used by Elitics to provide enhanced graphical
                reports.

            


    

    
      	 	
              o

            	
              License
                fee was one-time only and has been
                paid.

            


    

     

    Page
      23 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Disclosure
      Schedule 2.3 Share Exchange

     

    
      
        	 	 	
                Shares
                  of

              	 	
                Percentage

              	 	
                FNG Shares to

              	 
	
                Shareholder

              	 	
                Common Stock

              	 	
                Owned

              	 	
                be
                  Received

              	 
	
                Chuck
                  Duncan

              	 	 	
                1,250

              	 	 	
                4.54

              	
                %

              	 	
                168,121

              	 
	
                Alan
                  Hall

              	 	 	
                7,674

              	 	 	
                27.88

              	
                %

              	 	
                1,031,586

              	 
	
                Jeffrey
                  Pollock

              	 	 	
                6,203

              	 	 	
                22.53

              	
                %

              	 	
                833,431

              	 
	
                Jared
                  Randall

              	 	 	
                6,203

              	 	 	
                22.53

              	
                %

              	 	
                833,431

              	 
	
                Ryan
                  Wintle

              	 	 	
                6,203

              	 	 	
                22.53

              	
                %

              	 	
                833,431

              	 
	
                Totals 

              	 	 	
                27,533

              	 	 	
                100

              	
                %

              	 	
                3,700,000

              	 


      

    

     

    Page
      24 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedule 3.2 Transfer
      Restrictions

    


    None
      as
      of the closing. Prior to the closing, EBI and/or the Shareholders were parties
      to the following agreements which may be responsive to this Disclosure
      Schedule.

    


    
      	 	
              1.

            	
              The
                Company is a party to an Investment Agreement dated July 15, 2005
                with
                Alan E. Hall that grants Mr. Hall a right of co-sale. Such Agreement
                will
                be terminated at Closing.

            


    

    


    
      	 	
              2.

            	
              The
                Company is a party to an Investment Agreement dated June 28, 2005
                with
                Charles E. Duncan that grants Mr. Duncan a right of co-sale. Such
                Agreement will be terminated at
                Closing.

            


    

    


    
      	 	
              3.

            	
              The
                Company and all of its Shareholders are parties to a Shareholders
                Agreement dated July 15, 2005, that restricts the rights of the
                Shareholders to transfer their Shares. Such Agreement will be terminated
                at Closing.

            


    

     

    Page
      25 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Disclosure
      Schedule 3.4 Assets

    


    
      	 	
              -

            	
              Elitics
                Software Application and
                Methodology

            


    

    o 
      Independent
      Contractor Agreement dated October 14, 2005 between EBI and Webline
      India/Hypernet Solutions Pvt. Ltd.

    o 
      Assignment
      Agreements by and between each of Ryan Wintle, Jeffrey Pollock and Jared
      Randall, each dated May, 2008;

    


    
      	 	
              -

            	
              Domain
                Names

            


    

    o 
      Elementalbusiness.com

    o 
      Elitics.com

    o 
      Onlinemarketingoptimization.com

    o 
      Onlinesalesoptimization.com

    o 
      Elitics1.com

    o 
      Elitics2.com

    o 
      Elitics3.com

    o 
      Elticsdemo.com

    o 
      My-elitics.com

    o 
      Marketingshurpa.com

    


    
      	 	
              -

            	
              Client
                Contracts

            


    

    o 
      MarketStar
      Corporation 

    - 12
      month
      contract ending January 31, 2009.

    - Annual
      Contract Value:~$10,000

    o 
      LanDesk.(Humaniz)
      

    - 12
      month
      contract ending January 31, 2009

    - Annual
      Contract Value:~$16,000

    o 
      ClearOne
      Communications

    - Month-to-Month
      Contract

    - Annual
      Contract Value: ~$6k ($500/mnth)

    o 
      OC
      Tanner

    - 12
      month
      contract ending October 31, 2008.

    - Annual
      Contract Value:~$12,000

    o 
      United
      Subcontractors, Inc.

    - 12
      month
      contract ending December 31, 2008.

    - Annual
      Contract Value:~$30,000

    o 
      Logitech

    - 12
      month
      contract ending October 31, 2008.

    - Annual
      Contract Value: ~$1,200

    


    
      	 	
              -

            	
              Accounts
                Receivable:

            


    

    


    
      	
              Client

            	 	 	
              Balance at Closing

            	 
	
              Clear
                One

            	 	 	
              500.00

            	 
	
              Humaniz

            	 	 	
              8,000.00

            	 
	
              MarketStar

            	 	 	
              2,000.00

            	 
	
              Nine
                Pachyderms

            	 	 	
              172.00

            	 
	
              WebJam
                Ads

            	 	 	
              3,000.00

            	 
	
              Wheelwright
                Lumber

            	 	 	
              600.00

            	 
	
              Total

            	 	
              $

            	
              14,272.00

            	 


    

    


    Encumbrances
      on Assets.
      See
      liabilities set forth on Disclosure Schedule 3.7.

     

    Page
      26 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Disclosure
      Schedule 3.5 Change
      of Control; Noncontravention

    


    See
      Disclosure Schedule 3.2 (transfer restrictions). 

     

    Page
      27 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Disclosure
      Schedule 3.6 EBI
      Financial Statements

     

    Such
      financial statements shall be completed within the required regulatory filing
      period of seventy-one days following the closing of the transaction. As provided
      under the Escrow Arrangement, one-half of the purchase price in FNG Shares
      will
      be held in escrow and be immediately released to the Shareholders upon the
      satisfactory completion of the audit of the EBI Financial
      Statements.

     

    Page
      28 of
      43 | Share Exchange Agreement | Final Execution
      Copy 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedule 3.7 Undisclosed
      and Assumed Liabilities

    


    FNG
      will
      assume the following, and only the following obligations of EBI at and upon
      the
      closing:

    


    
      	 	
              A.

            	
              Property
                Leases and Related Loan:


            


    

    


    Office
      lease in Ogden, Utah with Grow Utah ventures for office space at 2501 Grant
      Ave.
      The lease term ended April 31, 2007. Currently in month-to-month arrangement
      at
      $880/month.

    


    
      	 	
              B.

            	
              Equipment/Other
                Operating Leases:

            


    

    


    Lease
      on
      2007 Volkswagen Passat used as an employee incentive. 39 month lease term
      starting 1/20/07 at $307.09/mnth.

    


    
      	 	
              C.

            	
              Other
                Obligations of EBI.

            


    

    


    1.Revolving
      Credit Facility:

    


    EBI
      currently has a Line of Credit with Zions Bank (the “Credit Line”). The
      outstanding balance of the Credit Line shall be paid off as of Closing by
      FNG.

    


    2.
      Assumed Accounts Payables:

    


    As
      part
      of the Closing of the Transaction, FNG has agreed to assume the following
      obligations of EBI (the balances as of the Closing Date are reflected below)
      -
      EBI expressly declares and warrants that as of the date of the Closing
      obligations owed by EBI are as follows:

    


    
      	
              Vendor

            	 	
              Balance Owed at Closing

            	 
	 	 	 	 	 
	
              DHC

            	 	 	
              299.00

            	 
	
              Grow
                Utah Ventures

            	 	 	
              895.59

            	 
	
              Litz
                CPA

            	 	 	
              90.00

            	 
	
              Schmitt,
                Griffiths & Smith Co

            	 	 	
              1,935.34

            	 
	
              WeblineIndia

            	 	 	
              19,342.00

            	 
	
              Zions
                Bank

            	 	 	
              307.00

            	 
	
              Total
                Accounts Payable Assumed

            	 	 	
              22,868.93

            	 


    

    


    
      	 	
              3.

            	
              Tax
                Liability Issues.

            


    

    


    Ryan
      Wintle, Jared Randall and Jeffrey Pollock each owe taxes on stock issued to
      them
      in 2007 in lieu of cash compensation. EBI did not withhold any amount from
      such
      persons in connection with the issuance of share to them. If such persons fail
      or refuse to pay taxes on such compensation EBI is potentially responsible
      for
      such taxes. Notwithstanding the foregoing, or any other provision in this
      agreement to the contrary, Messrs Wintle, Randall and Pollock hereby agree
      to
      severally but not jointly indemnify and hold FNG and EBI harmless from the
      payment of such taxes.

    


    4. Messrs.
      Wintle, Randall and Pollock shall assume the following obligations on or before
      Closing:

    America
      First Credit:

    
      	 	
              ·

            	
              Balance:
                $14,487.82

            


    

    


    America
      First Visa

    
      	 	
              ·

            	
              Balance
                $9,941.79

            


    

     

    Page
      29 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Disclosure
      Schedule 3.9 Material
      Contracts and Transactions

    


    
      	 	
              1.

            	
              “At
                -Will” Employment agreement with Tegan Greenfield to provide Sales Account
                Management. 

            


    

    


    
      	 	
              2.

            	
              Service
                and Equipment Lease Agreements entered by EBI, as further detailed
                in
                Disclosure Schedule 3.22, with the following
                companies:

            


    

    


    
      	 	
              a.

            	
              Office
                lease in Ogden, Utah with Grow Utah ventures for office space at
                2501
                Grant Ave. The lease term ended April 31, 2007. Currently in
                month-to-month arrangement at
                $880/mnth.

            


    

    


    
      	 	
              b.

            	
              Lease
                on 2007 Volkswagen Passat used as an employee incentive. 39 month
                lease
                term starting 1/20/07 at
                $307.09/mnth.

            


    

    


    
      	 	
              3.

            	
              Sergio
                Aquilef was employed as an employee of the Company from April, 2007
                thru
                March, 2008. Mr. Aquilef’s services were subcontracted to Alan Hall, a
                director and shareholder of the Company. Mr. Hall paid the Company
                for Mr.
                Aquilef’s services. 

            


    

    


    
      	 	
              4.

            	
              See
                Disclosure Schedule 3.2 (Transfer
                Restrictions)

            


    

     

    Page
      30 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedule 3.10 Labor
      and Employment

    


    
      	
               

              Name

            	 	
               

              Title

            	 	
              Hire

              Date

            	 	
              Annual

              Salary

            	 	
              Commission
                

              Paid

            	 	
              Additional Detail of
                

              Compensation
                Structure

            	 
	
              Tegan
                Greenfield

            	 	Sales
              Account Manager	 	
              Feb. 2004

            	 	
              $

            	
              23,000

            	 	 	
              10

            	
              %

            	 	 	 
	
              Jeffrey
                Pollock

            	 	COO
              and Vice President	 	
              7/31/03

            	 	 	
              *

            	 	 	 	 	 	
            	 
	
              Ryan
                Wintle

            	 	CEO
              and President	 	
              7/31/03

            	 	 	
              *

            	 	 	 	 	 	 	 
	
              Jared
                Randall

            	 	Implementation
              Manager/ Controller Treasurer/Secretary 	 	
              1/1/02

            	 	 	
              *

            	 	 	 	 	 	 	 


    

    


    *
      Each of
      these persons received cash compensation less than $20,000. Each, however,
      received compensation in the form of stock for the past two years. The
      shareholders make no representation regarding the combined value of such
      compensation for any purposes, including, without limitation, compensation
      taxes. Pollock, Wintle and Randall shall cause the annual 1099 forms for all
      applicable tax years relating to the receipt by the Shareholders of any stock
      interest in EBI to be filed within 60 days from the date of
      Closing.

     

    Page
      31 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Disclosure
      Schedule 3.11  Real
      Property

     

    Real
      Property Owned

     

    None.

     

    Real
      Property Leases:

     

    
      	
              Address

            	 	
              Expiration

            	 	
              Monthly Base Rent

            	 
	 	 	 	 	 	 
	
              E-Station
                Office Lease

            	 	 	 	 	 	 
	
              2501
                Grant Ave. Ogden, Utah

            	 	April
              31, 2007	 	
              $

            	
              880

            	 


    

     

    Page
      32 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedule 3.12 Actions
      & Proceedings

    


    NONE.

     

    Page
      33 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedule 3.13 Governmental
      and Third Party Consents

    


    No
      third party consents are required for a change in control of
      EBI.

     

    Page
      34 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Disclosure
      Schedule 3.14 Inventions

    


    The
      Shareholders represent that they own all intellectual property rights to such
      inventions and such rights are being transferred in this Agreement to FNG.
      The
      inventions at issue are:

    


    Description:

    Elemental
      Business currently produces one product - a software application named Elitics.
      Elitics is a web-based software application specifically designed to help
      companies increase website conversions (purchases, leads, etc.) by uncovering
      the reasons why visitors aren’t converting today. Elitics achieves this by
      combining proven sales and marketing methodologies with state of the art
      technology. Elitics is a win-loss analytics tool.

    


    EBI’s
      Elitics Software was developed by Webline India/Hypernet Solutions Pvt. Ltd.
      pursuant to an Independent Contractor Agreement dated October 14, 2005. Such
      agreement provides that the software is a “work for hire”, which is “assigned”
to EBI. Ryan Wintle, Jeffrey Pollock and Jared Randall developed the methodology
      for the Software. Such persons have assigned any interest in the Elitics
      Software and Methodology to EBI.

     

    Page
      35 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Disclosure
      Schedule 3.16 Bank
      Accounts

    


    Zions
      Bank – Visa

    Account
      #: XXXXXXXXXXXXXXXX

    


    Zions
      Bank – Checking

    Account
      #: XXXXXXXXX

    


    Authorized
      Signatories or all accounts:

    Jared
      Randall 

    Ryan
      Wintle

    Jeffrey
      Pollock

    


    -
      No
      Safety Deposit Accounts

     

    Page
      36 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedule 3.17 Absence
      of Changes and Events

     

    None.

     

    Page
      37 of
      43 | Share Exchange Agreement | Final Execution
      Copy


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Disclosure
      Schedule 3.18 Personal
      Property

     

    
      	
              Computers

            	 	
              Quantity

            	 
	
              Laptop –
                Dell Inspiron 5160

            	 	 	
              1

            	 
	
              Laptop
                – Dell Latitude

            	 	 	
              2

            	 
	
              Desktop
                – Apple iMac

            	 	 	
              1

            	 
	
              Desktop
                – Compaq Presario w/17’ CRT

            	 	 	
              1

            	 
	
              Server
                – Net Integrator Lite

            	 	 	
              1

            	 
	
              Server –
                Net Integrator Mark 1

            	 	 	
              1

            	 
	
              Bug
                Server – Dell Dimension L100R

            	 	 	
              1

            	 
	 	 	 	 	 
	
              Network/Communications

            	 	 	 	 
	
              Wireless
                Buffalo Routers

            	 	 	
              3

            	 
	
              GE
                Two-Line Telephones

            	 	 	
              5

            	 
	
              24
                Port Switch

            	 	 	
              2

            	 
	
              APC
                UPS – 350 Battery Backup

            	 	 	
              1

            	 
	 	 	 	 	 
	
              Printer

            	 	 	 	 
	
              HP
                Color LaserJet 4550

            	 	 	
              1

            	 
	 	 	 	 	 
	
              Office
                Fixtures

            	 	 	 	 
	
              4’
                Long Table-Top Office Desk

            	 	 	
              5

            	 
	
              Office
                Chairs

            	 	 	
              4

            	 
	
              Panasonic
                Printable Whiteboard

            	 	 	
              1

            	 
	
              File
                Cabinet

            	 	 	
              1

            	 
	
              Water
                Cooler

            	 	 	
              1

            	 
	
              Mini-Fridge

            	 	 	
              1

            	 
	
              Microwave

            	 	 	
              1

            	 


    

     

    Page
      38 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Disclosure
      Schedule 3.19 Related
      Entities

     

    
      	 	
              -

            	
              EBI’s
                largest shareholder is the founder and a director of MarketStar
                Corporation, one of EBI’s significant clients.


            


    

    
      	 	
              -

            	
              Web
                Jam Ads is a potential client to whom EBI has provided services for
                evaluation at no cost to Web Jam Ads. EBI has also provided Web Jam
                Ads
                with limited services that were invoiced. Alan Hall, a director and
                significant shareholder of EBI has invested in Web Jam
                Ads.

            


    

     

    Page
      39 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedule 3.20  Insurance

    


    
      	 	
              -

            	
              State
                of Utah Workers Compensation
                Insurance.

            


    

     

    Page
      40 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Disclosure
      Schedule 12.3 Residence

    


    All
      shareholders are natural persons residing in the state of Utah.

    


    Accredited

    Alan
      E.
      Hall

    Charles
      E. Duncan

    


    Non-Accredited

    Ryan
      T.
      Wintle

    Jared
      P.
      Randall

    Jeffery
      Pollock

     

    Page
      41 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedule 12.5  Shareholder
      Investment Experience

    


    No
      exceptions for the following shareholders:

     

    Accredited

    Alan
      E.
      Hall

    Charles
      E. Duncan

    


    Non-Accredited

    Ryan
      T.
      Wintle

    Jared
      P.
      Randall

    Jeffrey
      Pollock

     

    Page
      42 of
      43 | Share Exchange Agreement | Final Execution Copy

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedule 12.6  
      Form of Employment Contract:

     

    Page
      43 of
      43 | Share Exchange Agreement | Final Execution
      Copy