PLEDGE
      AGREEMENT

     

    PLEDGE
      AGREEMENT dated as of October 30, 2007 by and among EISENBERG HOLDINGS, LLC
      (the
“Pledgor”),
      PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD. and PROFESSIONAL TRADERS FUND
      LLC
      (collectively, the “Pledgee”),
      and
      FUTURE NOW GROUP, INC. (the “Company”).

     

    NOW,
      THEREFORE, it is agreed:

     

    For
      good
      and valuable consideration, the receipt of which is hereby acknowledged, as
      collateral security for the due and punctual payment and performance of all
      the
      Secured Obligations (as defined below), the Pledgor hereby deposits and pledges
      with Pledgee the shares of stock indicated on Annex 1 hereto (all such shares,
      together with all other shares of stock required to be deposited hereunder
      the
“Pledged
      Securities”)
      and
      hereby grants to the Pledgee a first security interest in and a first lien
      upon,
      and hereby assigns, transfers, pledges and sets over to the Pledgee, all of
      Pledgor’s right, title and interest in and to the following (the “Collateral”)
      but in
      no other assets or property of the Pledgor:

     

    (a)  the
      Pledged Securities;

     

    (b)  all
      dividends and interest on the Pledged Securities;

     

    (c)  all
      proceeds of the Pledged Securities and any of the other Collateral;

     

    (d)  all
      other
      securities, money and other property required to be pledged hereunder, and
      all
      rights related thereto; and

     

    (e)  all
      other
      rights of the Pledgor with respect to the foregoing Collateral.

     

    Unless
      otherwise defined herein, all terms used in this Pledge Agreement shall have
      the
      same meaning as used in that certain Securities Purchase Agreement dated of
      even
      date herewith between the Pledgee, the other purchasers identified therein
      and
      Future Now Group, Inc., a Nevada corporation (the “Borrower”),
      as
      the same may from time to time be amended, restated, supplemented or otherwise
      modified (as so amended, restated, supplemented or otherwise modified from
      time
      to time, the “SPA”),
      if
      defined therein. As used herein, the term “Secured
      Obligations”
shall
      mean (i) all obligations of the Pledgor under this Pledge Agreement and
      (ii) all obligations of the Borrower, whether for principal, interest or
      otherwise, incurred under or in connection with any Transaction
      Document.

     

    Section
      1.   Representations.
      The
      Pledgor and the Company represent, warrant and covenant, which representations,
      warranties and covenants shall survive the execution and delivery hereof, as
      follows:

     

    (a)  The
      Pledged Securities are duly and validly issued and are fully paid and
      non-assessable shares of the Borrower. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  When
      deposited with the Pledgee, the Pledged Securities will be duly and validly
      pledged hereunder in accordance with applicable law, and the Pledgor warrants,
      covenants and agrees to defend the Pledgee’s rights and title in and to the
      Pledged Securities against the claims and demands of all persons and
      entities.

     

    (c)  The
      Pledgor is the sole legal and equitable owner of, and has good title to, all
      of
      the Pledged Securities listed on Annex 1 hereto as being pledged by such
      Pledgor, free and clear of all claims, security interests, mortgages, pledges,
      liens and other encumbrances of every nature whatsoever, but subject to any
      restrictions imposed by the securities laws, except in favor of the Pledgee.
      The
      Pledgor has full power, authority and legal right to pledge the Pledged
      Securities being pledged by such Pledgor as herein provided.

     

    (d)  Each
      certificate evidencing the Pledged Securities is issued in the name of the
      Pledgor as provided in Annex 1 hereto, and each such certificate has been duly
      executed in blank by the Pledgor or has attached thereto an instrument of
      transfer or assignment duly executed in blank by the Pledgor, with signatures
      appropriately guaranteed with a Medallion Signature Guarantee and accompanied
      in
      each case by any required transfer tax stamps, all in form and substance
      satisfactory to the Pledgee.

     

    (e)  The
      security interest described in this Pledge Agreement represents a valid first
      lien on and security interest in the Collateral superior and prior to the rights
      of all third persons or entities.

     

    (f)  No
      filings or recordings (including, without limitation, under the Uniform
      Commercial Code) are necessary to be made in order to perfect, protect and
      preserve the lien on and security interest in the Collateral created by this
      Pledge Agreement.

     

    (g)  The
      Pledgor will not (i) sell, assign, transfer or otherwise dispose of any of
      the
      Collateral, or any rights pertaining thereto, or (ii) create, or suffer to
      be
      created or to exist, any mortgage, pledge, lien, security interest, charge
      or
      encumbrance upon the Collateral or any part thereof, or upon the income or
      profits thereof or any other rights related thereto, other than pursuant to
      (or
      as permitted by) this Pledge Agreement, or (iii) directly or indirectly amend,
      modify, surrender, compromise, accept prepayment of, or waive any of their
      rights under, any of the Pledged Securities (or agree to any of the foregoing)
      or take any action to enforce same without the prior written consent of Pledgee.
      The issuer of the Pledged Securities by its acknowledgement and consent hereto
      agrees that such will not be done without such consent. The Pledgor will, from
      time to time, promptly pay and discharge all taxes, assessments and other
      governmental charges, the lien of which would or might be prior or equal to
      the
      lien of this Pledge Agreement, imposed upon the Collateral or any part thereof
      or upon the income or profits therefrom, and also all taxes, assessments and
      other governmental charges imposed upon the lien or interest of the Pledgee
      under this Pledge Agreement or in respect of the Collateral, and at their
      expense will take all such other action as from time to time may be necessary
      or
      appropriate to preserve the lien of this Pledge Agreement on the Collateral
      as a
      first lien thereon.

     

    (h)  This
      Pledge Agreement has been duly authorized by all necessary action on the part
      of
      the Pledgor and the Pledgor has obtained all consents and approvals
      (governmental, third party or otherwise) necessary in connection therewith,
      including without limitation all such consents and approvals necessary for
      the
      Pledgee to sell, assign or otherwise transfer any or all of the Pledged
      Securities to a third party as provided in Section 6 hereof (except to the
      extent that any such sale may require compliance with the Securities Act of
      1933
      (the “1933
      Act”)
      or
      comparable provisions of any applicable state securities laws). This Pledge
      Agreement is the Pledgor’s valid and binding obligation, enforceable against the
      Pledgor in accordance with its terms.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (i)  The
      Pledged Securities now constitute [_____%] of the issued and outstanding shares
      of the issuer thereof, which shall be no less than a majority of the Company’s
      issued and outstanding equity securities, and which constitutes voting control
      over the Company’s Board of Directors.

     

    (j)  There
      is
      and will be no voting agreement, preferred shares with supermajority voting
      powers, or other agreement or device that would defeat the voting control of
      the
      Pledged Securities, it being the intention of the Parties that, in the Event
      of
      Default (as defined in the Future Now Group, Inc. Secured Convertible Debentures
      issued October___,2007), the Pledgees will have sufficient equity securities
      to
      establish voting control over the Company. 

     

    (k)  The
      Pledgor and the Company hereby agree to deliver directly to the Pledgee
      immediately all certificates representing any additional shares of stock or
      other equity securities of each issuer of Pledged Securities that are hereafter
      acquired by Pledgor, each such certificate to be duly executed in blank or
      have
      attached thereto a stock power duly signed, with a medallion signature
      guarantee, in blank by the Pledgor. In the event that additional shares of
      stock
      or other equity securities are issued to the Pledgor but not delivered
      immediately to the Pledgee, such issuance shall be invalid and the Pledgee
      shall
      have the right to an order from a court of competent jurisdiction directing,
      by
      specific performance, the Company’s transfer agent to cancel the issuance and to
      reissue new certificates in the name of the Pledgee to be delivered to the
      Pledgee. The Company and the Pledgor shall indemnify the Pledgee for any
      expenses in connection with this provision.

     

    (l)  The
      Company shall issue a “no stop” letter to the Company’s Transfer Agent, in a
      form acceptable to the Pledgee, which irrevocably requires the Transfer Agent
      to
      transfer the Shares and Additional Shares into the name of the Pledgee, or
      its
      assignee, on the Pledgee’s written direction following an Event of Default and
      which irrevocably restricts the Transfer Agent from canceling the Shares and
      Additional Shares except at the direction or with the written consent of the
      Pledgee.

     

    Section
      2.   Transfer
      of Shares/Sale of Shares; Additional Shares.
      

     

    (a)  During
      the existence and continuation of any Event of Default and at such other times
      as may be permitted pursuant to the Note (whether or not an Event of Default
      exists), the Pledgee may, in its discretion, cause all or any of the Pledged
      Securities to be transferred into its name or that of a nominee or nominees
      (to
      the extent that any of the Pledged Securities are not already so transferred);
      provided however that Pledgee, or its nominee or nominees, shall sell the Shares
      in a commercially reasonable manner consistent with Pledgee’s business judgment
      concerning the timing of such sales and subject to any restrictions on such
      sales under the securities laws. 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Pledgor covenants to deliver to the Pledgee additional shares of the Borrower
      to
      be Pledged Securities hereunder at all times when the Borrower is required
      to do
      so by the terms of the Note.

     

    Section
      3.   Voting
      Rights Prior to Event of Default.
      So long
      as an Event of Default shall not have occurred and be continuing, the Pledgor
      shall be entitled, to the extent not inconsistent with this Pledge Agreement
      and
      the other Loan Documents:

     

    (a)  To
      exercise the voting power with respect to the Pledged Securities and for that
      purpose, the Pledgee shall execute or cause to be executed from time to time
      (at
      the expense of the Pledgor) such proxies or other instruments in favor of the
      Pledgor or its nominees, in such form and for such purposes as shall be
      reasonably required by the Pledgor and as shall be specified in a written
      request therefor, to enable it to exercise such voting power with respect to
      the
      Pledged Securities; provided
      that
      such
      voting power shall not, without the Pledgee’s prior written consent, be
      exercised by the Pledgor to (i)
      adversely affect the interests of the Pledgee in connection with any of the
      Pledged Securities; or (ii)
      in any
      manner that is inconsistent with the terms of the Note or any other Loan
      Document;

     

    (b)  To
      receive and retain for their own account any and all dividends (other than
      stock
      dividends and liquidating dividends), interest and principal at any time and
      from time to time paid, or declared or permitted to be paid, upon any of the
      Pledged Securities; and

     

    (c)  To
      exercise any conversion, option or similar right permitted by the terms of
      any
      of the Pledged Securities (subject, however, to Section 4 hereof), but only
      with
      the prior written consent of the Pledgee.

     

    Section
      4.   Dissolution
      of Issuer; Stock Dividends.
      If,
      upon the dissolution or liquidation (in whole or in part) of the issuer of
      any
      of the Pledged Securities, any sum shall be paid upon or with respect to any
      of
      the Pledged Securities, such sum shall be promptly paid over to the Pledgee,
      to
      be held by the Pledgee as collateral security for the Secured Obligations.
      In
      case any stock or similar dividend shall be declared on any of the Pledged
      Securities, or any shares of stock or other debt or equity securities shall
      be
      issued upon conversion of any of the Pledged Securities (or the exercise of
      any
      option or similar right), or any shares of stock or fractions thereof shall
      be
      issued pursuant to any stock split or merger involving any of the Pledged
      Securities, or any distribution of capital shall be made on any of the Pledged
      Securities, or any property shall be distributed upon or with respect to the
      Pledged Securities pursuant to the recapitalization or reclassification of
      the
      capital stock of the issuer of any of the Pledged Securities or the merger
      or
      reorganization thereof or otherwise, the shares or other property so distributed
      shall be delivered promptly to the Pledgee (accompanied, where applicable,
      by
      proper instruments of assignment and/or stock powers executed by Pledgor in
      accordance with the Pledgee’s instructions) to be held by it as collateral
      security for the Secured Obligations.

     

    Section
      5.   Voting
      Rights After Event of Default.
      If any
      Event of Default shall have occurred and be continuing:

     

    (a)  the
      Pledgee shall thereafter be entitled (i) to exercise the voting power with
      respect to the Pledged Securities, (ii) to receive and retain, as collateral
      security for the Secured Obligations, any and all dividends, principal and
      interest at any time and from time to time declared or paid upon any of the
      Pledged Securities, and (iii) to exercise any conversion, option or similar
      right permitted by the terms of any of the Pledged Securities; and

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (b)  any
      dividends, principal, interest or other sums paid to the Pledgor upon or with
      respect to any of the Pledged Securities shall be received by the Pledgor on
      behalf of and in trust for the Pledgee and shall be paid over promptly to the
      Pledgee, to be held by the Pledgee as collateral security for the Secured
      Obligations.

     

    Section
      6.   Certain
      Rights of Pledgee After Event of Default.
      (a)
      If any
      Event of Default shall have occurred and be continuing, the Pledgee may exercise
      all rights of a secured party under the Uniform Commercial Code and, without
      obligation to resort to other security, may at any time and from time to
      time:

     

    (i)  sell,
      resell, assign and deliver, in its discretion, all or any of the Pledged
      Securities, in one or more parcels at the same or different times, and all
      right, title and interest, claim and demand therein and right of redemption
      thereof, on any securities exchange on which the Pledged Securities or any
      of
      them may then be listed, or at public or private sale, for cash, upon credit
      or
      for future delivery, and at such price or prices and on such terms as the
      Pledgee may determine, the Pledgor hereby agreeing that, upon such sale, any
      and
      all equity or right of redemption of the Pledgor shall be automatically waived
      and released without any further action on the part of the Pledgor, and in
      connection therewith the Pledgee may grant options, all without either demand,
      advertisement or notice (except as required by law), all of which (to the extent
      permitted by law) are hereby expressly waived. In the event of any such sale,
      the Pledgee shall give the Pledgor ten days’ prior written notice of its
      intention to sell except that, if the Pledgee shall determine, in its reasonable
      discretion, that any of the Pledged Securities threatens to decline speedily
      in
      value, any such sale may be made upon three days’ prior written notice to the
      Pledgor. Upon each such sale, the Pledgee may purchase all or any of the Pledged
      Securities being sold, free from any equity or right of redemption, which,
      upon
      each such sale, shall be waived and released. Any such sale or other disposition
      shall be made in a commercially reasonable manner. The proceeds of each such
      sale shall be applied as provided in Section 7 hereof. The balance, if any,
      remaining after indefeasible cash payment in full of the Secured Obligations
      shall be paid over to the Pledgor or their designee. For the purposes of this
      Section 6, an agreement to sell any or all the Pledged Securities entered into
      after the applicable notice period specified above shall be treated as a sale
      thereof, and the Pledgee shall be entitled to carry out such sale pursuant
      to
      such agreement and the Pledgor shall not be entitled to the return of any of
      the
      Pledged Securities subject thereto notwithstanding the fact that after the
      Pledgee shall have entered into any such agreement, the Pledgor or any affiliate
      thereof shall have tendered payment in full of the Secured Obligations;
      and

     

    (ii)  appropriate
      and apply all money held as part of the Collateral to the Secured
      Obligations.

     

    (b)  Pledgor
      recognizes that, by reason of certain prohibitions contained in the 1933 Act
      and
      applicable state securities laws, the Pledgee may be compelled, with respect
      to
      any sale of all or any part of the Collateral, to limit purchasers to those
      who
      will agree, among other things, to acquire the Collateral for their own account,
      for investment and not with a view to the distribution or resale thereof.
      Pledgor acknowledges that any such private sale may be at prices and on terms
      less favorable to the Pledgee than those obtainable through a public sale
      without such restrictions, and, notwithstanding such circumstances, agrees
      that
      any such private sale shall be deemed to have been made in a commercially
      reasonable manner and that the Pledgee shall have no obligation to engage in
      public sales and no obligation to delay the sale of any Collateral for the
      period of time necessary to permit the respective issuer thereof to register
      it
      for public sale.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    Section
      7.   Certain
      Rights of Pledgee Without Event of Default.
      From
      time to time, the Borrower, in its discretion, may direct the Pledgor to sell
      the Pledged Securities, or a portion thereof, in satisfaction of the Secured
      Obligations, in whole or in part, even in the absence of any Event of Default
      under the Note.

     

    (a)  In
      connection with any such transaction under this Section 7, Pledgor agrees to
      cooperate to effectuate any such sale transaction, waive any objections,
      covenant not to sue Pledgee, and, without limiting any other representations
      in
      this Pledge Agreement, represent that they have received full and adequate
      consideration from the Borrower in connection with this provision.

     

    (b)  Notwithstanding
      the foregoing, the Borrower shall have no right to initiate a transaction under
      this Section 7, without the prior written consent of the Pledgee, which may
      be
      withheld in Pledgee’s sole and absolute discretion. If the Pledgee grants its
      consent, Pledgee shall have discretion to supervise and direct the liquidation
      of the securities in the name of the Pledgor and shall have the right to require
      Borrower and Pledgor to take all reasonable steps necessary to preserve
      Borrower’s security interest in the proceeds of any such sale.

     

    (c)  In
      connection with any sale or disposition of Pledged Securities under this
      provision, Pledgor irrevocably appoints Pledgee to act as its attorney-in-fact
      as provided under Section
      17.  

     

    (d)  Any
      Pledged Securities not sold pursuant to this Section 7 shall remain subject
      to
      this Pledge Agreement.

     

    Section
      8.   Distribution
      of Proceeds.
      Except
      as otherwise provided herein, all money that the Pledgee shall receive, in
      accordance with the provisions hereof, whether by sale of the Pledged Securities
      or otherwise, shall be applied in the following manner: First,
      to the
      payment of all costs and expenses incurred in connection with the administration
      and enforcement of, or the preservation of any rights under, this Pledge
      Agreement or any of the reasonable expenses and disbursements of the Pledgee
      (including without limitation the fees and disbursements of its counsel and
      agents); Second,
      to the
      payment of the Secured Obligations in such order as the Pledgee may determine;
      and Third,
      the
      balance, if any, to the Pledgor (unless Pledgee shall otherwise be required
      or
      obligated to pay same (or any portion thereof) to the holder of any other
      pledge). Any surplus of such cash or cash proceeds held by Pledgee and remaining
      after payment in full of all the Secured Obligations shall be paid over to
      Pledgor or to whomsoever may be lawfully entitled to receive such
      surplus.

     

    Section
      9.   Cumulative
      Remedies; Standard of Care.
      The
      rights, powers and remedies (collectively, the “Rights”)
      provided herein in favor of the Pledgee shall not be deemed exclusive, but
      shall
      be cumulative, and shall be in addition to all other Rights in favor of the
      Pledgee existing at law or in equity, including (without limitation) all of
      the
      Rights available to a secured party under the provisions of the Uniform
      Commercial Code as adopted in any appropriate jurisdiction. The Pledgee shall
      exercise the same care and diligence in holding the Pledged Securities that
      the
      Pledgee would devote to the custody of securities and certificates owned by
      the
      Pledgee.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    Section
      10.   Sale
      of Pledged Securities.
      If any
      Event of Default shall have occurred and be continuing, the Pledgee shall have
      the right, for and in the name, place and stead of the Pledgor, to execute
      endorsements, assignments or other instruments of conveyance or transfer with
      respect to all or any of the Pledged Securities and the other
      Collateral.

     

    Section
      11.   Delay;
      Amendment.
      No
      delay on the part of the Pledgee in exercising any of its rights, or partial
      or
      single exercise thereof, shall constitute a waiver thereof. No provision of
      this
      Pledge Agreement shall (as to any Pledgor) be waived, amended, supplemented
      or
      otherwise modified except by a written instrument executed by such Pledgor
      and
      the Pledgee. Without limiting the generality of the foregoing, no amendment
      of
      Annex 1 hereto to reflect a change of ownership of any Pledged Securities shall
      require the signature of any Pledgor other than that of the Pledgor whose
      securities are being transferred or acquired and no amendment of Annex 1 hereto
      to add any Person as a pledgor hereunder shall require the signature of any
      Pledgor other than the Person whose securities are being pledged.

     

    Section
      12.   Survival
      of Obligations.
      The
      obligations of the Pledgor hereunder shall remain in full force and effect
      without regard to, and shall not be impaired by: (a)
      any
      bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
      liquidation or the like of the Pledgor or any issuer of the Pledged Securities;
      (b)
      any
      exercise or non-exercise, or any waiver, by the Pledgee of any right under
      or in
      respect of the Secured Obligations or any security for any of the Secured
      Obligations (other than this Pledge Agreement); or (c)
      any
      amendment to or modification of the Note, the other Loan Documents, the Secured
      Obligations or any security for any of the Secured Obligations (other than
      this
      Pledge Agreement), whether or not the Pledgor shall have notice or knowledge
      of
      any of the foregoing.

     

    Section
      13.   Return
      of Pledged Securities.
      After
      the indefeasible cash payment in full of all of the Secured Obligations, the
      Pledgor (except to the extent otherwise contemplated by this Pledge Agreement)
      shall be entitled to the return of all of the Pledged Securities and of all
      Collateral which have not been used or applied toward the payment in full of
      the
      Secured Obligations, without representation or warranty of any kind by the
      Pledgee (except a representation that Pledgee has not encumbered said Pledged
      Securities).

     

    Section
      14.   Assignment.
      This
      Pledge Agreement is binding upon the Pledgor, the Pledgee and their respective
      executors, administrators, successors and assigns and shall inure to the benefit
      of the Pledgee and its successors and assigns. The Pledgor may not assign its
      rights or obligations hereunder without the prior written consent of the Pledgee
      and any purported assignment without such consent shall be null and
      void.

     

    Section
      15.   Governing
      Law.
      THIS
      PLEDGE AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, AND
      ANY
      MATTERS RELATING TO THE PLEDGE AGREEMENT AND THE SECURED OBLIGATIONS, SHALL
      BE
      CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED EXCLUSIVELY BY THE LAWS OF THE
      STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT
      IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. NO STATE’S LAW EXCEPT
      NEW YORK STATE LAW SHALL APPLY TO ANY MATTER ARISING OUT OF OR RELATING TO
      THIS
      PLEDGE AGREEMNT.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    Section
      16.   Further
      Assurances.
      The
      Pledgor hereby agrees, at their own expense, to execute and deliver, from time
      to time, any and all further, or other, instruments, and to perform such acts,
      as the Pledgee may reasonably request to effect the purposes of this Pledge
      Agreement and to secure to the Pledgee the benefits of all rights, authorities
      and remedies conferred upon the Pledgee by the terms of this Pledge Agreement.
      In the event that at any time hereafter, due to any change in circumstances,
      including without limitation, any change in any applicable law, or any decision
      hereafter made by a court construing any applicable law, it is, in the opinion
      of counsel for the Pledgee, necessary or desirable to file or record this Pledge
      Agreement or any financing statement or other instrument or document respecting
      this Pledge Agreement or the pledge made hereunder, the Pledgor agrees to pay
      all fees, costs and expenses of such recording or filing and to execute and
      deliver any instruments that may be necessary or appropriate to make such filing
      or recording effective. The Pledgee shall have the right to file any such
      financing statements without the signature of the Pledgor to the extent
      permitted by applicable law.

     

    Section
      17.   Attorney-in-Fact.
      The
      Pledgee is hereby appointed the attorney-in-fact of the Pledgor and of the
      Company for the purpose of carrying out the provisions hereof and taking any
      action and executing any instruments which the Pledgee may deem necessary or
      advisable to accomplish the purposes hereof, which appointment as
      attorney-in-fact is irrevocable and coupled with an interest. Without limiting
      the generality of the foregoing, if any Event of Default shall have occurred,
      the Pledgee shall have the right and power to receive, endorse and collect
      all
      checks made payable to the order of the Pledgor representing any distribution
      in
      respect of the Pledged Securities or the other Collateral or any part thereof
      and to give full discharge for the same.

     

    Section
      18.   Severability.
      Any
      provision of this Pledge Agreement which is prohibited or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provisions in
      any
      other jurisdiction.

     

    Section
      19.   Indemnification.
      (a)
      The
      Pledgor agrees to indemnify the Pledgee from and against any and all claims,
      damages, losses, liabilities and expenses arising out of or in connection with
      or resulting from this Pledge Agreement (including without limitation,
      enforcement of this Pledge Agreement), unless and to the extent that such
      claims, damages, losses, liabilities or expenses are attributable to the
      Pledgee’s gross negligence or willful misconduct as determined by a final,
      non-appealable judgment of a court of competent jurisdiction.

     

    (b)  The
      Pledgor will upon demand promptly pay to the Pledgee the amount of any and
      all
      costs and expenses incurred in connection with the enforcement of any rights
      under this Pledge Agreement and the reasonable expenses and disbursements of
      the
      Pledgee (including without limitation the fees and disbursements of its counsel
      and agents).

     

    Section
      20.   Waiver
      of Jury Trial.
      EACH OF
      THE PLEDGEE AND THE PLEDGORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
      WAIVES ANY AND ALL RIGHTS EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
      ANY
      LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
      PLEDGE AGREEMENT, THE INDEBTEDNESS OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE
      OF
      CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS
      OF THE PLEDGEE, THE PLEDGOR, ANY OTHER PLEDGOR, THE BORROWER OR ANY OTHER PERSON
      OR ENTITY. 

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    Section
      21.   Notices;
      Headings.
      (a)
      Any
      notice or demand upon the Pledgor under this Pledge Agreement shall be deemed
      to
      have been sufficiently given or served for all purposes hereof when mailed,
      postage prepaid, by registered or certified mail, return receipt requested,
      or
      when telegraphed, telecopied or telexed or delivered by hand (or by Federal
      Express or similar courier service), to the Pledgor at its address set forth
      on
      Annex 1 or at such other address as the Pledgor may designate in a writing
      mailed, delivered, telegraphed, telecopied or telexed to the Pledgee, provided
      that in the case where the Pledgee is required to give only three days’ notice
      of a proposed sale of the Collateral such notice if delivered by mail shall
      not
      be deemed given until delivered. All notices to the Pledgee provided for herein
      shall be deemed to have been given when delivered by mail or by hand, or
      telegraphed, telecopied or telexed, to the Pledgee at its address set forth
      below or at such other address as the Pledgee may designate in a writing mailed,
      delivered, telegraphed, telecopied or telexed to the Pledgor.

     

    (b)  The
      descriptive headings of the various provisions of this Pledge Agreement are
      inserted for convenience of reference only and shall not affect the meaning
      or
      construction of any of the provisions of this Pledge Agreement.

     

    (c)  As
      used
      in this Pledge Agreement, “written,” “writing” and variations thereof shall
      refer to any form of written communication or a communication by means of telex,
      telecopier, telegraph or cable.

     

    Section
      22.   Jurisdiction.
      The
      Pledgor hereby agrees that any legal action or proceeding against the Pledgor
      arising out of or relating to this Pledge Agreement or the other documents
      contemplated hereby or referred to herein shall be brought in any court in
      the
      State of New York in New York City or of the United States of America for the
      Southern District of New York, and by execution and delivery of this Pledge
      Agreement the Pledgor generally and unconditionally accepts for themselves
      and
      in respect to their property, generally and unconditionally, the jurisdiction
      of
      the aforesaid courts. The Pledgor waives any right to stay or to dismiss any
      action or proceeding brought before any of said courts on the basis of
forum
      non conveniens.
      The
      Pledgor agrees that process against the Pledgor in any such action or proceeding
      may be served against the Pledgor by registered or certified mail sent to the
      Pledgor at their respective addresses set forth below (or such other address
      as
      Pledgee is notified of pursuant to Section 21 hereof), such service being hereby
      acknowledged by the Pledgor as being effective and binding service in every
      respect. Nothing herein shall affect the right of the Pledgee to serve process
      in any other manner permitted by applicable law or shall limit the right of
      the
      Pledgee to bring actions and proceedings against the Pledgor in the courts
      of
      any other jurisdiction.

     

    Section
      23.   Counterparts;
      Joint and Several Obligations.
      This
      Pledge Agreement may be executed in any number of counterparts, and by the
      different parties hereto on the same or separate counterparts, each of which
      shall be deemed to be an original and all of which taken together shall
      constitute one and the same agreement. Telecopied signatures hereto shall be
      of
      the same force and effect as an original of a manually signed copy.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    Section
      24.   Counsel.
      The
      Pledgor, the Pledgee and the Borrower represent that they are each represented
      by their own independent counsel and that their counsel has had the opportunity
      to review this Pledge Agreement and any related documents. 

     

    Section
      25.   Conflicts.
      In the
      case of any direct conflict between the provisions of this Pledge Agreement
      and
      the provisions of the any other pledge agreement with respect to Pledged
      Securities pledged under both agreements, those provisions shall control which
      afford to the Pledgee the greater rights and security. Without limiting the
      generality of the foregoing, the parties hereto acknowledge that the inclusion
      of supplemental rights or remedies in favor of the Pledgee with respect to
      such
      Pledged Securities shall not be deemed a conflict with this Pledge Agreement.
      

     

    IN
      WITNESS WHEREOF, the Pledgor, the Pledgee and the Borrower have duly executed
      and delivered this Pledge Agreement as of the date first above
      written.

     

    
      	
              PLEDGOR:
                

            	 	
              Address

            
	
               

            	 	
               

            
	
              EISENBERG
                HOLDINGS LLC

               

              By: 

              
                

              

              Name:

              Title:

               

               

            	 	
               

              c/o
                Jeffrey Eisenberg

              2401
                East 23rd
                Street

              Brooklyn,
                NY 11235

            
	
              PLEDGEE:

               

              PROFESSIONAL
                OFFSHORE OPPORTUNITY FUND, LTD.

               

              By: 

              
                

              

              Name:

              Title:

               

               

              PROFESSIONAL
                TRADERS FUND, LLC

               

              By:
                

              
                

              

              Name:

              Title:

            	 	
               

               

              1400
                Old Country Road, Suite 206

              Westbury,
                New York 11590

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	
              BORROWER:

               

              FUTURE
                NOW GROUP, INC.

               

              By: 

              
                

              

              Name:

              Title:

            


    

    



    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    Annex
      1
      to

    Pledge
      Agreement

     

    Pledged
      Securities

    


    
      	
               

              Pledgor

            	
               

            	
               

              Issuer

            	
               

            	
               

              Class

            	
               

            	
              No.
                of

              Shares

            	
               

            	
               

              Cert.
                No.

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Eisenberg
                Holdings LLC

              c/o
                Jeffrey Eisenberg

              55
                Washington Street,

              Suite
                419

              Brooklyn,
                NY 11201

            	
               

            	
              Future
                Now Group, Inc.

            	
               

            	
              common

            	
               

            	
              36,681,883

            	
               

            	
              1140

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            


    

    


    
      
        
        

      

      
        12