THIS
      SECURED CONVERTIBLE DEBENTURE AND THE SECURITIES INTO WHICH THIS DEBENTURE
      IS
      CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE DEBENTURE,
      THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED,
      PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
      SUCH ACT AND SUCH LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE LENDER, WHICH
      COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION,
      IS AVAILABLE. 

    


    FUTURE
      NOW GROUP, INC.

    SECURED
      CONVERTIBLE DEBENTURE


    


    
      	
              $1,666,667

            	
               

            	
               

            	
              New
                York, New York

            
	
               

            	
               

            	
               

            	
               October
                30, 2007

            


    

     

    FOR
      VALUE
      RECEIVED, the undersigned, Future Now Group, Inc., a Nevada corporation
      (referred to herein as the “Borrower”), with offices at 55 Washington St., Suite
      419, Brooklyn, NY 11201, hereby unconditionally promises to pay to the order
      of
      PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD., its endorsees, successors and
      assigns (the “Lender”), in lawful money of the United States, at 1400 Old
      Country Road, Suite 206, Westbury, New York 11590, or such other address as
      the
      Lender may from time to time designate, the principal sum of One Million, Six
      Hundred and Sixty-Six Thousand, Six Hundred and Sixty-Seven Dollars ($1,666,667)
      (the “Loan”). This Debenture shall mature and become due and payable in full on
      October 30, 2009 (the “Maturity Date”).

     

    1.  Terms
      of Repayment.
      Principal of and interest on this Debenture shall be paid by the Borrower as
      follows:

     

    (a)  Interest
      at the rate of eleven percent (11%) per annum from the date hereof through
      the
      Maturity Date shall be prepaid by deduction from the amount wire transferred
      to
      the Borrower for this Debenture on the date hereof. 

     

    (b)  Principal
      shall be due and payable as follows: 

     

    Beginning
      on April 30, 2008 and on the first day of each month thereafter, unless deferred
      by Lender under the Deferral Right, defined below, principal in the amount
      of
      $83,333.33, representing 5% of the original principal (the “Principal Payment”)
      of the Loan, shall be due, and (x) prior to the effective date of the filing
      of
      an SB-2 representing the Lender shares, as further described in the Registration
      Rights Agreement (the “Effective Date”), an additional premium to compensate the
      Lender for the risk of holding Borrower’s securities (the “Risk Premium”) equal
      to 20% of each such Principal Payment and (y) after the Effective Date, for
      each
      such payment that is due and made in cash (the “Cash Principal Payment”), a Risk
      Premium equal to 15% of each such Cash Principal Payment. Should the Borrower
      elect to pay in Common Stock after the Effective Date, the Risk Premium is
      not
      applicable and the Principal Payment subject to the Percentage Cap will be
      valued at the lesser of the Fixed Conversion Price (as defined in Section 2,
      below) per share or 80% of the Fair Market Value of the Common Stock on the
      date
      of payment. "Fair
      Market Value"
      on a
      date shall be the average of the daily closing prices for the five (5)
      consecutive trading days before such date excluding any trades which are not
      bona fide arm’s length transactions. The closing price for each day shall be (a)
      if such security is listed or admitted for trading on any national securities
      exchange, the last sale price of such security, regular way, or the mean of
      the
      closing bid and asked prices thereof if no such sale occurred, in each case
      as
      officially reported on the principal securities exchange on which such security
      are listed, or (b) if quoted on NASDAQ or any similar system of automated
      dissemination of quotations of securities prices then in common use the mean
      between the closing high bid and low asked quotations of such security in the
      over-the-counter market as shown by NASDAQ or such similar system of automated
      dissemination of quotations of securities prices, as reported by any member
      firm
      of the New York Stock Exchange selected by the Lender, (c) if not quoted as
      described in clause (b), the mean between the high bid and low asked quotations
      for the shares as reported by NASDAQ or any similar successor organization,
      as
      reported by any member firm of the New York Stock Exchange selected by the
      Lender. If such security is quoted on a national securities or central market
      system in lieu of a market or quotation system described above, the closing
      price shall be determined in the manner set forth in clause (a) of the preceding
      sentence if bid and asked quotations are reported but actual transactions are
      not, and in the manner set forth in clause (b) of the preceding sentence if
      actual transactions are reported. Lender’s “Deferral
      Right”
means
      that the Lender, in its sole and absolute discretion may defer any scheduled
      payment of principal, in whole or in part, by giving three (3) days’ prior
      written notice to the Borrower, with any such deferred principal payment, in
      whole or part, becoming payable on Lender’s written demand, which shall be given
      no fewer than ten (10) days’ written notice.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (c)  The
      Borrower further agrees that, if any payment made by the Borrower or any other
      person is applied to this Debenture and is at any time annulled, set aside,
      rescinded, invalidated, declared to be fraudulent or preferential or otherwise
      required to be refunded or repaid, or the proceeds of any property hereafter
      pledged as security for this Debenture is required to be returned by Lender
      to
      the Borrower, its estate, trustee, receiver or any other party, including,
      without limitation, under any bankruptcy law, state or federal law, common
      law
      or equitable cause, then, to the extent of such payment or repayment, the
      Borrower’s liability hereunder (and any lien, security interest or other
      collateral securing such liability) shall be and remain in full force and
      effect, as fully as if such payment had never been made, or, if prior thereto
      any such lien, security interest or other collateral hereunder securing the
      Borrower’s liability hereunder shall have been released or terminated by virtue
      of such cancellation or surrender, this Debenture (and such lien, security
      interest or other collateral) shall be reinstated in full force and effect,
      and
      such prior cancellation or surrender shall not diminish, release, discharge,
      impair or otherwise affect the obligations of the Borrower in respect to the
      amount of such payment (or any lien, security interest or other collateral
      securing such obligation). 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d)  All
      computations of interest shall be made by Lender on the basis of a year of
      360
      days for the actual number of days (including the first day but excluding the
      last day) occurring in the period for which such interest is payable. Whenever
      any payment to be made hereunder shall be stated to be due on a day which is
      not
      a business day, such payment shall be made on the next succeeding day and such
      extension of time shall in such case be included in the computation of payment
      of interest. 

     

    (e)  The
      Borrower may prepay all or any part of the outstanding principal amount of
      this
      Debenture, together with interest accrued, if any, excluding the interest that
      was prepaid as described in Section 1 (a) above on the amount prepaid through
      the date of prepayment, plus a premium, upon not fewer than ten (10) trading
      days’ prior written notice to the Lender. In the event such prepayment occurs
      prior to October 25, 2008, the amount paid shall be 125% of the principal deemed
      prepaid, and in the event such prepayment occurs after October 25, 2008, the
      amount paid shall be 140% of the principal deemed prepaid. 

     

    2.  Conversion.

     

    (a)  The
      Lender shall have the option, at any time on or before the Maturity Date, to
      convert the outstanding principal of this Debenture into fully-paid and
      nonassessable shares of Borrower’s Common Stock at the rate per share equal to
      the lowest of (i) the Fixed Conversion Price, (ii) the Lowest Fixed Conversion
      Price or (iii) the Default Conversion Price (the "Conversion Rate"). As used
      herein, the following terms have the following meanings: 

     

    (i)  Fixed
      Conversion Price means $.35. 

     

    (ii)  Lowest
      Fixed Conversion Price means the lowest price, conversion price or exercise
      price set by the Borrower in, respectively, any equity financing transaction,
      convertible security, or derivative instrument issued after the date hereof.
      

     

    (iii)  The
      Default Conversion Price means (if and so long as there exists an Event of
      Default hereunder) 70% of the average of the three lowest closing prices of
      the
      Common Stock during the twenty-day trading period immediately prior to a notice
      of conversion. 

     

    (b)  In
      the
      event the Fair Market Value of the Common Stock for at least the immediately
      preceding ten consecutive trading days prior to delivery of a Borrower
      Conversion Notice (defined below) is not less than 175% of the Conversion Rate
      in effect on the date of such Notice and if, but only if, on such date a
      registration statement under the Securities Act of 1933, as amended, is
      effective covering sales of the Common Stock issuable upon exercise of this
      Debenture, then the Borrower may require the Lender to convert the remaining
      principal amount outstanding of this Debenture by sending a notice (the
      "Borrower Conversion Notice") to the Lender directing such conversion. In the
      event such registration statement for any reason, whether by stop order, lapse
      of time or other event, becomes ineffective or otherwise unavailable for the
      sale of the Common Stock issuable upon conversion of this Debenture at any
      time
      within ninety (90) days after such conversion, the Lender may deem the
      conversion null and void and the Borrower shall, upon request of the Lender
      and
      receipt of any stock certificates held by the Lender evidencing shares issued
      upon such conversion, reissue this Debenture for the remaining principal amount
      and pay any principal that would have been payable during such period, all
      as if
      such conversion had not occurred. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    To
      exercise any conversion, the holder of this Debenture, either upon its own
      election or following receipt of the Borrower Conversion Notice, shall surrender
      the Debenture to the Borrower during usual business hours at the offices of
      the
      Borrower, accompanied by a written notice in the form attached hereto as Exhibit
      A, Notice of Conversion, and made a part hereof.

    


    (c)  As
      promptly as practicable after the surrender of this Debenture by the Lender,
      the
      Borrower shall deliver or cause to be delivered to the Lender, certificates
      for
      the full number of Shares issuable upon conversion of this Debenture, in
      accordance with the provisions hereof, together with a duly executed new
      Debenture of the Borrower in the form of this Debenture for any principal amount
      not so converted. Such conversion shall be deemed to have been made at the
      time
      that this Debenture was surrendered for conversion and the notice specified
      herein shall have been received by the Borrower.

     

    (d)  The
      number of shares issuable upon conversion of this Debenture or repayment by
      the
      Borrower in shares shall be proportionately adjusted if the Borrower shall
      declare a dividend of capital stock on its capital stock, or subdivide its
      outstanding capital stock into a larger number of shares by reclassification,
      stock split or otherwise, which adjustment shall be made effective immediately
      after the record date in the case of a dividend, and immediately after the
      effective date in the case of a subdivision. The number of shares issuable
      upon
      conversion of this Debenture or any part thereof shall be proportionately
      adjusted in the amount of securities for which the shares have been changed
      or
      exchanged in another transaction for other stock or securities, cash and/or
      any
      other property pursuant to a merger, consolidation or other combination. The
      Borrower shall promptly provide the holder of this Debenture with notice of
      any
      events mandating an adjustment to the conversion ratio, or for any planned
      merger, consolidation, share exchange or sale of the Borrower, signed by the
      President and Chief Executive Officer of Borrower. 

     

    (e)  Percentage
      Cap.
      Notwithstanding the provisions of this Debenture, in no event (except (i) as
      specifically provided in the Debenture as an exception to this provision, (ii)
      during the forty-five (45) day period prior to the Maturity Date, or (iii)
      while
      there is outstanding a tender offer for any or all of the shares of the
      Borrower's Common Stock) shall the Lender be entitled to convert this Debenture,
      or the Borrower have the obligation or option to issue shares upon such
      conversion or in lieu of cash payments hereunder, to the extent that, after
      such
      conversion or issuance the sum of (1) the number of shares of Common Stock
      beneficially owned by the Lender and its affiliates, and (2) the number of
      shares of Common Stock issuable upon the conversion of the Debenture with
      respect to which the determination of the proviso is being made, would result
      in
      beneficial ownership by the Lender and its affiliates of more than 4.99% (the
      "Percentage Cap") of the outstanding shares of Common Stock (after taking into
      account the shares to be issued to the Lender upon such conversion). For
      purposes of the proviso to the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 12(d) of the Securities
      Exchange Act of 1934, as amended.

     

    3.  Liability
      of the Borrower.
      The
      Borrower is unconditionally, and without regard to the liability of any other
      person, liable for the payment and performance of this Debenture and such
      liability shall not be affected by an extension of time, renewal, waiver, or
      modification of this Debenture or the release, substitution, or addition of
      collateral for this Debenture. Each person signing this Debenture consents
      to
      any and all extensions of time, renewals, waivers, or modifications, as well
      as
      to release, substitution, or addition of guarantors or collateral security,
      without affecting the Borrower’s liabilities hereunder. Lender is entitled to
      the benefits of any collateral agreement, guarantee, security agreement,
      assignment, or any other documents which may be related to or are applicable
      to
      the debt evidenced by this Debenture, all of which are collectively referred
      to
      as “Loan Documents” as they now exist, may exist in the future, have existed,
      and as they may be amended, modified, renewed, or substituted. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4.  Representations
      and Warranties.
      The
      Borrower represents and warrants as follows: (i) the Borrower is a corporation
      duly organized, validly existing and in good standing under the laws of the
      State of Nevada; (ii) the execution, delivery and performance by the Borrower
      of
      this Debenture are within the Borrower's powers, have been duly authorized
      by
      all necessary action, and do not contravene (A) the Borrower's certificate
      of
      incorporation or by-laws or (B) (x) any law or (y) any agreement or document
      binding on or affecting the Borrower, (iii) no authorization or approval or
      other action by, and no notice to or filing with, any governmental authority,
      regulatory body or third person is required for the due execution, delivery
      and
      performance by the Borrower of this Debenture; (iv) this Debenture constitutes
      the legal, valid and binding obligation of the Borrower, enforceable against
      the
      Borrower in accordance with its terms except as enforcement hereof may be
      limited by bankruptcy, insolvency or other similar laws affecting the
      enforcement of creditors' rights generally and subject to the applicability
      of
      general principles of equity; (v) the Borrower has all requisite power and
      authority to own and operate its property and assets and to conduct its business
      as now conducted and proposed to be conducted and to consummate the transactions
      contemplated hereby; (vi) the Borrower is duly qualified to conduct its business
      and is in good standing in each jurisdiction in which the character of the
      properties owned or leased by it, or in which the transaction of its business
      makes such qualification necessary; (vi) there is no pending or, to the Borrower
      's knowledge, threatened action or proceeding affecting the Borrower before
      any
      governmental agency or arbitrator which challenges or relates to this Debenture
      or which may otherwise have a material adverse effect on the Borrower; (viii)
      after giving effect to the transactions contemplated by this Debenture, the
      Borrower is Solvent; (ix) the Borrower is not in violation or default of any
      provision of (A) its certificate of incorporation or by-laws, each as currently
      in effect, or (B) any instrument, judgment, order, writ, decree or contract,
      statute, rule or regulation to which the Borrower is subject, and (x) this
      Debenture is validly issued, free of any taxes, liens, and encumbrances related
      to the issuance hereof and is not subject to preemptive right or other similar
      right of members of the Borrower, and (xi) the Borrower has taken all required
      action to reserve for issuance such number of shares of Common Stock as may
      be
      issuable from time to time upon conversion of this Debenture. 

     

    5.  Covenants.
      So long
      as any principal or interest is due hereunder and shall remain unpaid, the
      Borrower will, unless the Lender shall otherwise consent in
      writing:

     

    (a)  Maintain
      and preserve its existence, rights and privileges; 

     

    (b)  Other
      than a bank financing (ie. revolving credit facility, note payable) for up
      to
      $1,000,000, other borrowings that are secured by the current assets of the
      Company (ie. receivables financing) or investment margin agreements, and as
      further referenced in the Security Agreement, the Company will not incur any
      indebtedness, other than indebtedness incurred in the ordinary course of
      business or outstanding on the date hereof, unless such indebtedness is
      subordinated to the prior payment in full of this Debenture on terms reasonably
      satisfactory to the Lender; 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c)  Not
      (i)
      directly or indirectly sell, lease or otherwise dispose of (A) any of its
      property or assets other than in its ordinary course of business or (B)
      substantially all of its properties and assets, in the aggregate, to any
      person(s), whether in one transaction or in a series of transactions over any
      period of time, (ii) merge into or with or consolidate with any other person
      or
      (iii) adopt any plan or arrangement for the dissolution or liquidation of the
      Borrower; 

     

    (d)  Give
      written notice to Lender upon the occurrence of an Event of Default (as defined
      below) or any event but for the giving of notice or lapse of time, or both,
      would constitute an Event of Default within five (5) Business Days of such
      event; 

     

    (e)  Not
      use
      the proceeds from the issuance of this Debenture in any way for any purpose
      that
      entails a violation of, or is inconsistent with, Regulation U of the Board
      of
      Governors of the Federal Reserve System of the United States of America.


     

    (f)  Comply
      in
      all material respects with all applicable laws (whether federal, state or local
      and whether statutory, administrative or judicial or other) and with every
      applicable lawful governmental order (whether administrative or judicial).
      

     

    (g)  Not
      redeem or repurchase any of its capital stock;  

     

    Not
      (i)
      make any advance or loan to any person, firm or corporation, except for
      reasonable travel or business expenses advanced to the Company's employees
      or
      independent contractors in the ordinary course of business, or (ii) acquire
      all
      or substantially all of the assets of another entity; 

     

    (h)  Not
      prepay any indebtedness, except for trade payables incurred in the ordinary
      course of the Borrower's business; and 

     

    (i)  Not
      take
      any action which would impair the rights and privileges of this Debenture set
      forth herein or the rights and privileges of the holder of this Debenture;
      and


     

    (j)  Deliver
      to the Lender quarterly financial statements within thirty (30) days after
      the
      end of each quarter in form, scope and substance satisfactory to the Lender
      and
      annual audited financial statements within ninety (90) days after the end of
      each fiscal year. 

     

    6.  Events
      of Default.
      Each
      and any of the following shall constitute a default and, after expiration of
      a
      grace period, if any, shall constitute an “Event of Default”
hereunder:

     

    (a)  the
      nonpayment of principal, late charges or any other costs or expenses promptly
      when due of any amount payable under this Debenture or the nonpayment by the
      Borrower of any other obligation to the Lender.

     

    (b)  an
      Event
      of Default under this Debenture (other than a payment default described above),
      [or any other failure of the Borrower to observe or perform any present or
      future agreement of any nature whatsoever with Lender], including, without
      limitation, any covenant set forth in this Debenture;

     

    (c)  if
      Borrower shall commence any case, proceeding or other action: (i) under any
      existing or future law of any jurisdiction, domestic or foreign, relating to
      bankruptcy, insolvency, reorganization or relief of debtors, seeking to have
      an
      order for relief entered with respect to it, or seeking to adjudicate it
      bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
      liquidation, dissolution, composition or other relief with respect to it or
      its
      debts; or (ii) seeking appointment of a receiver, trustee, custodian or other
      similar official for it or for all or any substantial part of its property,
      or
      the Borrower shall make a general assignment for the benefit of its creditors;
      or (iii) there shall be commenced against the Borrower any case, proceeding
      or
      other action of a nature referred to above or seeking issuance of a warrant
      of
      attachment, execution, distraint or similar process against all or any
      substantial part of its property, which case, proceeding or other action results
      in the entry of any order for relief or remains undismissed, undischarged or
      unbonded for a period of sixty (60) days; or (iii) the Borrower shall take
      any
      action indicating its consent to, approval of, or acquiescence in, or in
      furtherance of, any of the acts set forth; or (iv) the Borrower shall generally
      not, or shall be unable to, pay its debts as they become due or shall admit
      in
      writing its inability to pay its debts; 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (d)  any
      representation or warranty made by the Borrower or any other person or entity
      under this Debenture or under any other Loan Documents shall prove to have
      been
      incorrect in any material respect when made; or

     

    (e)  an
      event
      of default or default shall occur and be continuing under any other material
      agreement, document or instrument binding upon the Borrower including, without
      limitation, any instrument for borrowed money in excess of fifty thousand
      dollars ($50,000) (whether or not any such event of default or default is waived
      by the holder thereof) and including, without limitation, under any other
      Transaction Document (as defined in the Securities Purchase Agreement);


     

    (f)  the
      entry
      of any judgment against Borrower or any of its property for an amount in excess
      of fifty thousand dollars ($50,000) that remains unsatisfied for thirty (30)
      days; 

     

    (g)  any
      material adverse change in the condition or affairs (financial or otherwise)
      of
      the Borrower shall occur which, in the sole opinion of the Lender, increases
      its
      risk with respect to loans evidenced by this Debenture;

     

    (h)  the
      sale
      of all or substantially all of the assets, or change in ownership or the
      dissolution, liquidation, merger, consolidation, or reorganization of Borrower
      without the Lender’s written consent. 

     

    7.  Lender’s
      Rights Upon Default.
      Upon
      the occurrence of any Event of Default, the Lender may, at its sole and
      exclusive option, do any or all of the following, either concurrently or
      separately: (a) accelerate the maturity of this Debenture and demand immediate
      payment in full, whereupon the outstanding principal amount of the Debenture
      and
      all obligations of Borrower to Lender, together with accrued interest thereon
      and accrued charges and costs, shall become immediately due and payable without
      presentment, demand, protest or further notice of any kind, all of which are
      hereby expressly waived; and (b) exercise all legally available rights and
      privileges.

     

    8.  Default
      Interest Rate.
      Upon an
      Event of Default, without any further action on the part of Lender, interest
      will thereafter accrue at the rate of eighteen percent (18%) per annum (the
      “Default Rate”), until all outstanding principal, interest and fees are repaid
      in full by Borrower.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    9.  Usury.
      In no
      event shall the amount of interest paid or agreed to be paid hereunder exceed
      the highest lawful rate permissible under applicable law. Any excess amount
      of
      deemed interest shall be null and void and shall not interfere with or affect
      the Borrower’s obligation to repay the principal of and interest on the
      Debenture. This confirms that the Borrower and, by its acceptance of this
      Debenture, the Lender intend to contract in strict compliance with applicable
      usury laws from time to time in effect. Accordingly, the Borrower and the Lender
      stipulate and agree that none of the terms and provisions contained herein
      shall
      ever be construed to create a contract to pay, for the use or forbearance of
      money, interest in excess of the maximum amount of interest permitted to be
      charged by applicable law from time to time in effect.

     

    10.  No
      Prepayment.
      This
      Debenture may not be prepaid in whole or in part, at any time, without the
      prior
      written consent of the Lender except pursuant to the provisions of section
      1(e).

     

    11.  Costs
      of Enforcement.
      Borrower hereby covenants and agrees to indemnify, defend and hold Lender
      harmless from and against all costs and expenses, including reasonable
      attorneys’ fees and their costs, together with interest thereon at the Prime
      Rate, incurred by Lender in enforcing its rights under this Debenture; or if
      Lender is made a party as a defendant in any action or proceeding arising out
      of
      or in connection with its status as a lender, or if Lender is requested to
      respond to any subpoena or other legal process issued in connection with this
      Debenture; or reasonable disbursements arising out of any costs and expenses,
      including reasonable attorneys’ fees and their costs incurred in any bankruptcy
      case; or for any legal or appraisal reviews, advice or counsel performed for
      Lender following a request by Borrower for waiver, modification or amendment
      of
      this Debenture or any of the other Loan Documents.

     

    12.  Governing
      Law.
      This
      Debenture shall be binding upon and inure to the benefit of the Borrower and
      the
      Lender and their respective successors and assigns; provided that the Borrower
      may not assign this Debenture, in whole or in part, by operation of law or
      otherwise, without the prior written consent of the Lender. The Lender may
      assign or otherwise participate out all or part of, or any interest in, its
      rights and benefits hereunder and to the extent of such assignment or
      participation such assignee shall have the same rights and benefits against
      the
      Borrower as it would have had if it were the Lender. This Debenture, and any
      claims arising out of relating to this Debenture, whether in contract or tort,
      statutory or common law, shall be governed exclusively by, and construed in
      accordance with the laws of the State of New York without regard to principles
      of conflicts of laws. 

     

    13.  Jurisdiction.
      THE
      BORROWER CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING
      OUT OF OR IN ANY MANNER RELATING TO THIS DEBENTURE, OR ANY OTHER INSTRUMENT
      OR
      DOCUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH SHALL BE BROUGHT
      EXCLUSIVELY IN ANY COURT OF THE STATE OF NEW YORK OR IN THE UNITED STATES
      DISTRICT COURT FOR THE EASTERN DISTRICT OF NEW YORK, IN EACH CASE, IN THE COUNTY
      OF NASSAU. THE BORROWER, BY THE EXECUTION AND DELIVERY OF THIS DEBENTURE,
      EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION
      OF
      ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDINGS. THE BORROWER AGREES THAT
      PERSONAL JURISDICTION OVER IT MAY BE OBTAINED BY THE DELIVERY OF A SUMMONS
      BY
      PERSONAL DELIVERY OR OVERNIGHT COURIER AT THE ADDRESS PROVIDED IN SECTION 16
      OF
      THIS DEBENTURE. ASSUMING DELIVERY OF THE SUMMONS IN ACCORDANCE WITH THIS
      PROVISION, THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY ALLEGED
      LACK
      OF PERSONAL JURISDICTION, IMPROPER VENUE OF FORUM NON CONVENIENS OR ANY SIMILAR
      BASIS.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    14.  Miscellaneous.
      (a)
      Borrower hereby waives protest, notice of protest, presentment, dishonor, and
      demand. (b) Time is of the essence for each of Borrower’s covenants under this
      Debenture. (c) The rights and privileges of Lender under this Debenture shall
      inure to the benefit of its successors and assigns. All obligations of Borrower
      in connection with this Debenture shall bind Borrower’s successors and assigns,
      and Lender’s conversion rights shall succeed to any successor securities to
      Borrower’s common stock. (d) If any provision of this Debenture shall for any
      reason be held to be invalid or unenforceable, such invalidity or
      unenforceability shall not affect any other provision hereof, but this Debenture
      shall be construed as if such invalid or unenforceable provision had never
      been
      contained herein. (e) The waiver of any Event of Default or the failure of
      Lender to exercise any right or remedy to which it may be entitled shall not
      be
      deemed a waiver of any subsequent Event of Default or Lender’s right to exercise
      that or any other right or remedy to which Lender is entitled. No delay or
      omission by Lender in exercising, or failure by Lender to exercise on any one
      or
      more occasions, shall be construed as a waiver or novation of this Debenture
      or
      prevent the subsequent exercise of any or all such rights. (f) This Debenture
      may not be waived, changed, modified, or discharged orally, but only in writing.
      

     

    15.  Notice,
      Etc.
      Any
      notice required by the provisions of this Debenture will be in writing and
      will
      be deemed effectively given: (a) upon personal delivery to the party to be
      notified; (b) when sent by confirmed telex or facsimile if sent during normal
      business hours of the recipient; if not, then on the next business day; (c)
      five
      (5) days after having been sent by registered or certified mail, return receipt
      requested, postage prepaid; or (d) one (1) day after deposit with a nationally
      recognized overnight courier, specifying next day delivery, with written
      verification of receipt, and delivered as follows: 

     

    If
      to the
      Borrower: 

    


    Future
      Now Group, Inc.

    55
      Washington Street, Suite 419

    Brooklyn,
      NY. 11201

    Attention:
      William E. Schloth, CFO

    Facsimile
      Numbers: 203-659-1690

    


    If
      to
      Lender: 

    


    Professional
      Offshore Opportunity Fund, Ltd.

    1400
      Old
      Country Road

    Suite
      206

    Westbury,
      New York 11590

    Attention:
      Howard Berger

    Facsimile
      Number: (516) 228-8270 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    or,
      as to
      each party, at such other address as shall be designated by such party in a
      written notice to the other parties

     

    16.  Definitions.
      As used
      herein, the term "Solvent" shall mean, with respect to any person or entity
      on a
      particular date, that on such date (i) the fair value of the property of such
      person or entity is not less than the total amount of the liabilities of such
      person or entity, (ii) the present fair salable value of the assets of such
      person or entity is not less than the amount required to pay (E) the probable
      liability on such person's existing debts as they become absolute and matured,
      (iii) such person or entity is able to realize upon its assets and pay its
      debts
      and other liabilities, (iv) such person or entity does not intend to, and does
      not believe that it will, incur debts or liabilities beyond such person or
      entity's ability to pay as such debts and liabilities mature and (v) such person
      or entity is not engaged in business or a transaction, and is not about to
      engage in a business or a transaction, for which such person's or entity's
      property would constitute unreasonably small capital. As used herein, the term
      "Securities Purchase Agreement" shall mean the Securities Purchase Agreement
      dated the date hereof among the Borrower, the Lender and the other purchasers
      identified therein.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Convertible Subordinated Debenture as of the
      date
      first set forth above.

    
      	 	 	 
	 	
              FUTURE
                NOW GROUP, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	
            	
            	
              
 
	 	Its: 	 
	 	
              

            


    

     

    
      	STATE OF _______________	 	
              )

            
	 	 	) ss:
	
              COUNTY OF _____________

               

            	 	
              )

            


    

    On
      this
      _____ day of October, 2007, before me, personally came Jeffrey Eisenberg, to
      me
      known, who being by me duly sworn, did depose and say that he resides in
      ____________________________________, that he is the President and Chief
      Executive Officer of Future Now Group, Inc., the corporation described in and
      which executed the above instrument; and that he signed his name by authority
      of
      the board of directors of said corporation. 

     

    
      	 	 	 
	 	
              Notary
                Public

            	 


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    NOTICE
      OF CONVERSION

    


    (to
      be
      signed upon conversion of the Debenture)


    


    TO
      FUTURE
      NOW GROUP, INC.:

    


    The
      undersigned, the holder of the foregoing Debenture, hereby surrenders such
      Debenture for conversion into ______ shares of Common Stock of Future Now Group,
      Inc., and requests that the certificates for such shares be issued in the name
      of, and delivered to, _________________, whose address is
      ________________________________________.

     

     

    Dated:
      _____________________

    


    
      	 	 	 
	 	
              
                (signature)

              

            	 
	 	 	 
	 	
              (address)

            	 


    

     

    
      
         

      

      
        11