REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT dated as of the 30th
      day of
      October, 2007 (this "Agreement") by and between FUTURE NOW GROUP, INC., a Nevada
      corporation (the "Corporation"), PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD.
      and PROFESSIONAL TRADERS FUND LLC (collectively, the “Investor”).

     

    WITNESSETH
      :

    


    WHEREAS,
      the Investor owns or has the right to purchase or otherwise acquire shares
      of
      the Common Stock (as hereinafter defined) of the Corporation; and 

     

    WHEREAS,
      the Corporation and the Investor deem it to be in their respective best interest
      to set forth the rights of the Investor in connection with the registration
      of
      such Common Stock under applicable securities laws; and

     

    WHEREAS,
      the execution and delivery of this Agreement is a condition to the loan facility
      to be provided by the Investor to the Corporation on the date
      hereof;

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants and obligations
      hereinafter set forth, the Corporation and the Investor hereby agree as
      follows:

     

    Section
      1.  Definitions.
      

     

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

     

    (a)  "Commission"
      means the Securities and Exchange Commission or any other Federal agency at
      the
      time administering the Securities Act.

     

    (b)  "Common
      Stock" means the common stock, par value $.001, of the Corporation.


     

    (c)  "Exchange
      Act" means the Securities Exchange Act of 1934 or any successor Federal statute,
      and the rules and regulations of the Commission promulgated thereunder, all
      as
      the same shall be in effect from time to time.

     

    (d)  "Investor"
      means Professional Offshore Opportunity Fund, Ltd., Professional Traders Fund
      LLC and each additional person who shall execute a counterpart signature page
      hereto, and includes any successor to, or assignee or transferee of, any such
      person who or which agrees in writing to be treated as an Investor hereunder
      and
      to be bound by the terms and comply with all applicable provisions hereof.
      

     

    (e)  "Other
      Shares" means at any time those shares of Common Stock which do not constitute
      Primary Shares or Registrable Shares.

     

    (f)  "Primary
      Shares" means at any time the authorized but unissued shares of Common Stock
      held by the Corporation in its treasury.

     

    (g)  "Registrable
      Shares" means shares of Common Stock now or hereafter held by the Investor,
      whether acquired or acquirable pursuant to or in connection with the Warrant,
      the Secured Convertible Debenture or any other agreements in connection with
      this transaction. As to any particular Registrable Shares, once issued, such
      Registrable Shares shall cease to be Registrable Shares when (i) they have
      been
      registered under the Securities Act, the registration statement in connection
      therewith has been declared effective and they have been disposed of pursuant
      to
      such effective registration statement, (ii) they are eligible to be sold or
      distributed pursuant to Rule 144 within any consecutive three month period
      (including, without limitation, Rule 144(k)) without volume limitations, or
      (iii) they shall have ceased to be outstanding. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)  "Rule
      144" means Rule 144 promulgated under the Securities Act or any successor rule
      thereto. 

     

    (i)  "Securities
      Act" means the Securities Act of 1933 or any successor Federal statute, and
      the
      rules and regulations of the Commission thereunder, all as the same shall be
      in
      effect from time to time. 

     

    (j)  "Secured
      Convertible Debenture" means the Secured Convertible Debentures dated the date
      hereof in the aggregate principal amount of $2,000,000 issued by the Corporation
      to the Investor. 

     

    (k)  "Warrant"
      means each Warrant dated the date hereof issued by the Corporation to the
      Investor. 

     

    Section
      2.  Registration.
      

     

    (a)  Mandatory
      Registration.
      The
      Corporation shall prepare, and as soon as practicable, but not later than sixty
      (60) calendar days following the date hereof, file with the SEC a Registration
      Statement or Registration Statements (as necessary) on Form SB-2 (or, if such
      form is unavailable for such a registration, on such other form as is available
      for such a registration), covering the resale of all of two times the number
      of
      the Registrable Securities, which Registration Statement(s) shall state that,
      in
      accordance with Rule 416 promulgated under the 1933 Act, such Registration
      Statement also covers such indeterminate number of additional shares of Common
      Stock as may become issuable upon stock splits, stock dividends or similar
      transactions. 

     

    (b)  The
      Corporation shall have the Registration Statement filed with the SEC within
      sixty (60) calendar days following the Closing Date. If the Registration
      Statement covering the Registrable Securities required to be filed by the
      Corporation pursuant to Section 2(a) hereof is not filed within sixty (60)
      calendar days following the Closing Date, then the Corporation shall pay the
      Investor the sum of two percent (2%) of the face amount of the Secured
      Convertible Debenture as liquidated damages, and not as a penalty, for the
      first
      thirty (30) calendar day period, pro rata, following the sixty (60) calendar
      day
      period until the Registration Statement is filed, and two percent (2%) for
      each
      successive thirty (30) calendar day period thereafter. The Corporation shall
      pay
      such liquidated damages in cash.

     

    Notwithstanding
      the foregoing, the amounts payable by the Corporation pursuant to this Section
      shall not be payable to the extent any delay in the filing of the Registration
      Statement occurs because of an act of, or a failure to act or to act timely
      by
      the Investor. The damages set forth in this Section shall continue until the
      obligation is fulfilled and shall be paid within three (3) business days after
      each thirty (30) day period, or portion thereof, until the Registration
      Statement is filed. Failure of the Corporation to make payment within said
      three
      (3) business days shall be considered a default. 

     

    The
      Corporation acknowledges that its failure to have the Registration Statement
      filed within said sixty (60) calendar day period will cause the Investor to
      suffer damages in an amount that will be difficult to ascertain. Accordingly,
      the parties agree that it is appropriate to include in this Agreement a
      provision for liquidated damages. The parties acknowledge and agree that the
      liquidated damages provision set forth in this section represents the parties'
      good faith effort to quantify such damages and, as such, agree that the form
      and
      amount of such liquidated damages are reasonable and will not constitute a
      penalty. The payment of liquidated damages shall not relieve the Corporation
      from its obligations to register the Common Stock and deliver the Common Stock
      pursuant to the terms of this Agreement and the Subscription Agreement.


     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing provisions of Section 2(a) and 2(b) providing for liquidated
      damages under certain circumstances, as the sole exception to the requirement
      to
      pay such damages, in the event the SEC disallows registration of the Registrable
      Securities pursuant to Rule 415 under the Securities Act, no such damages shall
      be payable so long as the Corporation then uses its best efforts to register
      the
      maximum number of Registrable Securities in such registration statements as
      the
      SEC permits and uses its best efforts thereafter to register in appropriate
      registration statements any Registrable Securities not included in such
      registration statements. 

     

    (c)  The
      Corporation shall cause a Registration Statement to be declared effective by
      the
      SEC within one hundred twenty (120) calendar days after the Closing Date. If
      the
      Registration Statement covering the Registrable Securities required to be filed
      by the Company pursuant to Section 2(a) hereof is not declared effective within
      one hundred and twenty (120) calendar days following the Closing Date, then
      the
      Corporation shall pay the Investor the sum of two percent (2%) of the face
      amount of the Secured Convertible Debenture as liquidated damages and not as
      a
      penalty for the first thirty (30) calendar day period, pro
      rata,
      following the one hundred twenty (120) calendar day period, until the
      Registration Statement is declared effective, and two percent (2%) for each
      successive thirty (30) calendar day period thereafter. The Corporation shall
      pay
      such liquidated damages in cash. 

     

    If
      the
      Registration Statement covering the Registrable Securities required to be filed
      by the Corporation pursuant to Section 2(a) hereof is declared effective, but
      after the effective date the Investor's right to sell is suspended,
      then
      the Corporation shall pay the Investor the sum of two percent (2%) of the face
      amount of the Secured Convertible Debenture for
      each
      thirty (30) calendar day period, pro rata, following the suspension until such
      suspension ceases.

     

    Notwithstanding
      the foregoing, the amounts payable by the Corporation pursuant to this Section
      shall not be payable to the extent any delay in the effectiveness of the
      Registration Statement occurs because of an act of or a failure to act or to
      act
      timely by the Investor. The damages set forth in this Section shall continue
      until the obligation is fulfilled and shall be paid within three (3) business
      days after each thirty (30) day period, or portion thereof, until the
      Registration Statement is declared effective or such suspension is released.
      Failure of the Corporation to make payment within said three (3) business days
      shall be considered a default. 

     

    The
      Company acknowledges that its failure to have the Registration Statement
      declared effective within said one hundred and twenty (120) period or to permit
      the suspension of the effectiveness of the Registration Statement, will cause
      the Investor to suffer damages in an amount that will be difficult to ascertain.
      Accordingly, the parties agree that it is appropriate to include in this
      Agreement a provision for liquidated damages. The parties acknowledge and agree
      that the liquidated damages provision set forth in this section represents
      the
      parties' good faith effort to quantify such damages and, as such, agree that
      the
      form and amount of such liquidated damages are reasonable and will not
      constitute a penalty. The payment of liquidated damages shall not relieve the
      Corporation from its obligations to register the Common Stock and deliver the
      Common Stock pursuant to the terms of this Agreement and the Subscription
      Agreement.

     

    (d)  The
      Corporation agrees not to include any other securities in this Registration
      Statement without Investor's prior written consent. Furthermore, the Company
      agrees that it will not file any other Registration Statement for other
      securities (other than those for the equity credit line financing, strategic
      partners or in connection with a merger or acquisition), until ninety (90)
      calendar days after the Registration Statement for the Registrable Securities
      is
      declared effective. 

     

    
      
        
        

      

      
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    (e)  Piggyback
      Registration.
      Without
      limiting the obligations set forth in Section 2(a) through and including 2(d)
      of
      this Agreement, if the Corporation at any time proposes for any reason to
      register Primary Shares, Registrable Shares or other shares under the Securities
      Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act
      or
      any successor forms thereto), it shall give written notice to the Investor
      of
      its intention so to register such Primary Shares, Registrable Shares or Other
      Shares at least 30 days before the initial filing of such registration statement
      and, upon the written request, delivered to the Corporation within 20 days
      after
      delivery of any such notice by the Corporation, of the Investor to include
      in
      such registration Registrable Shares (which request shall specify the number
      of
      Registrable Shares proposed to be included in such registration and shall state
      that such Investor desires to sell such Registrable Shares in the public
      securities markets), the Corporation shall cause all such Registrable Shares
      to
      be included in such registration on the same terms and conditions as the
      securities otherwise being sold in such registration; provided,
      however,
      that if
      the managing underwriter advises the Corporation that the inclusion of all
      Registrable Shares requested to be included in such registration would interfere
      with the successful marketing (including pricing) of the Primary Shares,
      Registrable Shares or Other Shares proposed to be registered by the Corporation,
      then the number of Primary Shares, Registrable Shares and Other Shares proposed
      to be included in such registration shall be included in the following order:
      

     

    (f)  if
      the
      Corporation proposes to register Primary Shares, or Primary Shares and Other
      Shares: 

     

    (i)  First,
      the
      Primary Shares; and 

     

    (ii)  Second,
      the
      Registrable Shares and Other Shares requested to be included in such
      registration (or, if necessary, such Registrable Shares and Other Shares
pro rata
      among
      the holders thereof based upon the number of Registrable Shares and Other Shares
      requested to be registered by each such holder); or 

     

    (g)  if
      the
      Corporation proposes to register Other Shares pursuant to a request for
      registration by the holders of such Other Shares (other than pursuant to Section
      2 hereof):

     

    (i)  First,
      the
      Other Shares held by the parties demanding such registration; and 

     

    (ii)  Second,
      the
      Registrable Shares and Other Shares (other than shares registered pursuant
      to
      Section 2(c)(1) hereof) requested to be registered by the holders hereof (or,
      if
      necessary, pro rata
      among
      the holders thereof based on the number of Registrable Shares and Other Shares
      requested to be registered by such holders).

     

    Section
      3.  Preparation
      and Filing.
      

     

    If
      and
      whenever the Corporation is under an obligation pursuant to the provisions
      of
      this Agreement to effect the registration of any Registrable Shares, the
      Corporation shall as expeditiously as practicable: 

     

    (a)  prepare
      and file with the Commission a registration statement with respect to such
      Registrable Shares and use its best efforts to cause such registration statement
      to become effective and, upon the request of the holders of a majority of the
      Registrable Shares being registered thereunder, keep such registration statement
      effective for a period of up to one hundred twenty (120) days or until the
      distribution contemplated in the registration statement has been completed;
      provided,
      however,
      that
      (i) such 120-day period shall be extended for a period of time equal to the
      period the holders of Registrable Shares refrain from selling any securities
      included in such registration at the request of an underwriter of Common Stock
      (or other securities) of the Company; and (ii) in the case of any registration
      of Registrable Securities on Form S-3 which are intended to be offered on a
      continuous or delayed basis, such 120-day period shall be extended, if
      necessary, to keep the registration statement effective until all such
      Registrable Shares are sold, provided that Rule 415, or any successor rule
      under
      the Securities Act, permits an offering on a continuous or delayed basis;
and provided further
      that
      applicable rules under the Securities Act governing the obligation to file
      a
      post-effective amendment permit (in lieu of filing a post-effective amendment
      which (I) includes any prospectus required by Section 10(a)(3) of the Securities
      Act or (II) reflects facts or events representing a material or fundamental
      change in the information set forth in the registration statement) the
      incorporation by reference, in the registration statement, of information
      required to be included in (I) and (II) above to be contained in periodic
      reports filed pursuant to Section 13 or 15(d) of the Exchange Act.

     

    
      
        
        

      

      
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    (b)  prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection with such
      registration statement as may be necessary to comply with the provisions of
      the
      Securities Act with respect to the disposition of all securities covered by
      such
      registration statement.

     

    (c)  furnish,
      at least five business days before filing a registration statement that
      registers such Registrable Shares, a prospectus relating thereto or any
      amendments or supplements relating to such a registration statement or
      prospectus, to one counsel selected by the Investor (the "Investor’s Counsel"),
      copies of all such documents proposed to be filed (it being understood that
      such
      five-business-day period need not apply to successive drafts of the same
      document proposed to be filed so long as such successive drafts are supplied
      to
      the Investor’s Counsel in advance of the proposed filing by a period of time
      that is customary and reasonable under the circumstances); 

     

    (d)  notify
      in
      writing the Investor’s Counsel promptly (i) of the receipt by the Corporation of
      any notification with respect to any comments by the Commission with respect
      to
      such registration statement or prospectus or any amendment or supplement thereto
      or any request by the Commission for the amending or supplementing thereof
      or
      for additional information with respect thereto, (ii) of the receipt by the
      Corporation of any notification with respect to the issuance by the Commission
      of any stop order suspending the effectiveness of such registration statement
      or
      prospectus or any amendment or supplement thereto or the initiation or
      threatening of any proceeding for that purpose and (iii) of the receipt by
      the
      Corporation of any notification with respect to the suspension of the
      qualification of such Registrable Shares for sale in any jurisdiction or the
      initiation or threatening of any proceeding for such purposes; 

     

    (e)  use
      its
      best efforts to register or qualify such Registrable Shares under such other
      securities or blue sky laws of such jurisdictions as the Investors reasonably
      request and do any and all other acts and things which may be reasonably
      necessary or advisable to enable the Investors to consummate the disposition
      in
      such jurisdictions of the Registrable Shares owned by the Investors; provided,
      however, that the Corporation will not be required to qualify generally to
      do
      business, subject itself to general taxation or consent to general service
      of
      process in any jurisdiction where it would not otherwise be required to do
      so
      but for this paragraph (e) or to provide any material undertaking or make any
      changes in its By-laws or Certificate of Incorporation which the Board of
      Directors determines to be contrary to the best interests of the Corporation
      or
      to modify any of its contractual relationships then existing; 

     

    (f)  furnish
      to the Investors holding such Registrable Shares such number of copies of a
      summary prospectus, if any, or other prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Securities Act, and
      such
      other documents as such Investors may reasonably request in order to facilitate
      the public sale or other disposition of such Registrable Shares; 

     

    (g)  without
      limiting subsection (e) above, use its best efforts to cause such Registrable
      Shares to be registered with or approved by such other governmental agencies
      or
      authorities as may be necessary by virtue of the business and operations of
      the
      Corporation to enable the Investors holding such Registrable Shares to
      consummate the disposition of such Registrable Shares; 

     

    
      
        
        

      

      
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    (h)  notify
      the Investors holding such Registrable Shares on a timely basis at any time
      when
      a prospectus relating to such Registrable Shares is required to be delivered
      under the Securities Act within the appropriate period mentioned in subparagraph
      (a) of this Section 3, of the happening of any event as a result of which the
      prospectus included in such registration statement, as then in effect, includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances then existing and, at the request
      of
      the Investors, prepare and furnish to such Investors a reasonable number of
      copies of a supplement to or an amendment of such prospectus as may be necessary
      so that, as thereafter delivered to the offerees of such shares, such prospectus
      shall not include an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing;

     

    (i)  subject
      to the execution of confidentiality agreements in form and substance
      satisfactory to the Corporation, make available upon reasonable notice and
      during normal business hours, for inspection by the Investors holding such
      Registrable Shares, any underwriter participating in any disposition pursuant
      to
      such registration statement and any attorney, accountant or other agent retained
      by the Investors or underwriter (collectively, the "Inspectors"), all pertinent
      financial and other records, pertinent corporate documents and properties of
      the
      Corporation (collectively, the "Records"), as shall be reasonably necessary
      to
      enable them to exercise their due diligence responsibility, and cause the
      Corporation's officers, directors and employees to supply all information
      (together with the Records, the "Information") reasonably requested by any
      such
      Inspector in connection with such registration statement. Any of the Information
      which the Corporation determines in good faith to be confidential and of which
      determination the Inspectors are so notified, shall not be disclosed by the
      Inspectors unless (i) the disclosure of such Information is necessary to avoid
      or correct a misstatement or an omission in the registration statement, (ii)
      the
      release of such Information is ordered pursuant to a subpoena or other order
      from a court of competent jurisdiction or (iii) such Information has been made
      generally available to the public; the Investors agree that they will, upon
      learning that disclosure of such information is sought in a court of competent
      jurisdiction, give notice to the Corporation and allow the Corporation, at
      the
      Corporation's expense, to undertake appropriate action to prevent disclosure
      of
      the Information deemed confidential; 

     

    (j)  use
      its
      best efforts to obtain from its independent certified public accountants "cold
      comfort" letters addressed to the Corporation and any selling shareholders
      in
      customary form and at customary times and covering matters of the type
      customarily covered by cold comfort benefits;

     

    (k)  use
      its
      best efforts to obtain from its counsel an opinion or opinions in customary
      form
      addressed to the Corporation and any selling shareholders; 

     

    (l)  in
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter of such offering. Each holder of Registrable Shares
      participating in such underwriting shall also enter into and perform its
      obligations under such an agreement;

     

    (m)  provide
      a
      transfer agent and registrar (which may be the same entity and which may be
      the
      Corporation) for such Registrable Shares and a CUSIP number for all such
      Registrable Shares, in each case not later than the effective date of such
      registration; 

     

    (n)  issue
      to
      any underwriter to which the Investors holding such Registrable Shares may
      sell
      shares in such offering certificates evidencing such Registrable Shares;


     

    
      
        
        

      

      
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    (o)  list
      such
      Registrable Shares on any national securities exchange on which any shares
      of
      the Common Stock are listed or, if the Common Stock is not listed on a national
      securities exchange, use its best efforts to qualify such Registrable Shares
      for
      inclusion on the automated quotation system of the National Association of
      Securities Dealers, Inc. (the "NASDAQ"),
      or
      such
      other national securities exchange as the holders of a majority of such
      Registrable Shares shall reasonably request;

     

    (p)  otherwise
      use its best efforts to comply with all applicable rules and regulations of
      the
      Commission and make available to its security holders, as soon as reasonably
      practicable, earnings statements (which need not be audited) covering a period
      of 12 months beginning within three months after the effective date of the
      registration statement, which earnings statements shall satisfy the provisions
      of Section 11 (a) of the Securities Act; and

     

    (q)  subject
      to all the other provisions of this Agreement, use its best efforts to take
      all
      other steps necessary to effect the registration of such Registrable Shares
      contemplated hereby. 

     

    (r)  Each
      holder of the Registrable Shares, upon receipt of any notice from the
      Corporation of any event of the kind described to Section 3(h) hereof, shall
      forthwith discontinue disposition of the Registrable Shares pursuant to the
      registration statement covering such Registrable Shares until such holders'
      receipt of the copies of the supplemented or amended prospectus contemplated
      by
      Section 3(h) hereof, and, if so directed by the Corporation, such holder shall
      deliver to the Corporation all copies, other than permanent file copies then
      in
      such holder's possession, of the prospectus covering such Registrable Shares
      at
      the time of receipt of such notice. 

     

    Section
      4.  Expenses.

     

    All
      expenses (other than underwriting discounts and commissions relating to the
      Registrable Shares, as provided in the last sentence of this Section 4) incurred
      by the Corporation in complying with Section 3, including, without limitation,
      all registration and filing fees (including all expenses incident to filing
      with
      the Financial Industry Regulatory Authory, Inc. “FINRA”), fees and expenses of
      complying with securities and blue sky laws, printing expenses, fees and
      expenses of the Corporation's counsel and accountants, and a $5,000 expense
      payment to the Investor to pay for its review of the Corporation’s filings,
      shall be paid by the Corporation; provided,
      however,
      that
      all underwriting discounts and selling commissions applicable to the Registrable
      Shares and Other Shares shall be borne by the holders selling such Registrable
      Shares and Other Shares, in proportion to the number of Registrable Shares
      and
      Other Shares sold by each such holder. The $5,000 payment to the Investor shall
      be paid to the Investor on Closing.

     

    Section
      5.  Indemnification.

     

    (a)  In
      connection with any registration of any Registrable Shares under the Securities
      Act pursuant to this Agreement, the Corporation shall indemnify and hold
      harmless the holders of Registrable Shares, each underwriter, broker or any
      other person acting on behalf of the holders of Registrable Shares and each
      other person, if any, who controls any of the foregoing persons within the
      meaning of the Securities Act against any losses, claims, damages or
      liabilities, joint or several (or actions in respect thereof), to which any
      of
      the foregoing persons may become subject under the Securities Act or otherwise,
      insofar as such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon an untrue statement or allegedly untrue
      statement of a material fact contained in the registration statement under
      which
      such Registrable Shares were registered under the Securities Act, the Exchange
      Act or any preliminary prospectus or final prospectus contained therein or
      otherwise filed with the Commission, any amendment or supplement thereto or
      any
      document incident to registration or qualification of any Registrable Shares,
      or
      arise out of or are based upon the omission or alleged omission to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading or, with respect to any prospectus, necessary
      to make the statements therein in light of the circumstances under which they
      were made not misleading, or any violation by the Corporation of the Securities
      Act or state securities or blue sky laws applicable to the Corporation and
      relating to action or inaction required of the Corporation in connection with
      such registration or qualification under such state securities or blue sky
      laws;
      and shall reimburse the holders of Registrable Shares, such underwriter, such
      broker or such other person acting on behalf of the holders of Registrable
      Shares and each such controlling person for any legal or other expenses
      reasonably incurred by any of them in connection with investigating or defending
      any such loss, claim, damage, liability or action; provided,
      however,
      that
      the Corporation shall not be liable in any such case to the extent that any
      such
      loss, claim, damage, liability or action (including any legal or other expenses
      incurred) arises out of or is based upon an untrue statement or allegedly untrue
      statement or omission or alleged omission made in said registration statement,
      preliminary prospectus, final prospectus, amendment supplement or document
      incident to registration or qualification of any Registrable Shares in reliance
      upon and in conformity with written information furnished to the Corporation
      through an instrument duly executed by the holders of Registrable Shares or
      their counsel or underwriter specifically for use in the preparation thereof;
      provided further,
      however,
      that
      the foregoing indemnity agreement is subject to the condition that, insofar
      as
      it relates to any untrue statement, omission or alleged omission made in any
      preliminary prospectus but eliminated or remedied in the final prospectus (filed
      pursuant to Rule 424 of the Securities Act), such indemnity agreement shall
      not
      inure to the benefit of any Investor, underwriter, broker or other person acting
      on behalf of holders of the Restricted Shares from whom the person asserting
      any
      loss, claim, damage, liability or expense purchased the Restricted Shares which
      are the subject thereof, if a copy of such final prospectus had been made
      available to such person and such Investor, underwriter, broker or other person
      acting on behalf of holders of the Registrable Shares and such final prospectus
      was not delivered to such person with or prior to the written confirmation
      of
      the sale of such Registrable Shares to such person. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b)  In
      connection with any registration of Registrable Shares under the Securities
      Act
      pursuant to this Agreement, each holder of Registrable Shares shall severally
      and not jointly indemnify and hold harmless (in the same manner and to the
      same
      extent as set forth in the preceding paragraph of this Section 5) the
      Corporation, each director of the Corporation, each officer of the Corporation
      who shall sign such registration statement, each underwriter, broker or other
      person acting on behalf of the holders of Registrable Shares and each person
      who
      controls any of the foregoing persons within the meaning of the Securities
      Act
      with respect to any statement or omission from such registration statement,
      any
      preliminary prospectus or final prospectus contained therein or otherwise filed
      with the Commission, any amendment or supplement thereto or any document
      incident to registration or qualification of any Registrable Shares, if such
      statement or omission was made in reliance upon and in conformity with written
      information furnished to the Corporation or such underwriter specifically for
      use in connection with the preparation of such registration statement,
      preliminary prospectus, final prospectus, amendment, supplement or document;
      provided,
      however,
      that
      the maximum amount of liability in respect of such indemnification shall be
      limited, in the case of each Seller of Registrable Shares, to an amount equal
      to
      the net proceeds actually received by such Seller from the sale of Registrable
      Shares effected pursuant to such registration. 

     

    (c)  Promptly
      after receipt by an indemnified party of notice of the commencement of any
      action involving a claim referred to in the preceding paragraphs of this Section
      5, such indemnified party will, if a claim in respect thereof is made against
      an
      indemnifying party, give written notice to the latter of the commencement of
      such action. The failure of any indemnified party to notify an indemnifying
      party of any such action shall not (unless such failure shall have a material
      adverse effect on the indemnifying party) relieve the indemnified party on
      account of this Section 5. In case any such action is brought against an
      indemnified party, the indemnifying party will be entitled to participate in
      and
      to assume the defense thereof, jointly with any other indemnifying party
      similarly notified to the extent that it may wish, with counsel reasonably
      satisfactory to such indemnified party, and after notice from the indemnifying
      party to such indemnified party of its election so to assume the defense
      thereof, the indemnifying party shall not be responsible for any legal or other
      expenses subsequently incurred by the indemnified party in connection with
      the
      defense thereof; provided,
      however,
      that if
      any indemnified party shall have reasonably concluded that there may be one
      or
      more legal or equitable defenses available to such indemnified party which
      are
      additional to or conflict with those available to the indemnifying party, or
      that such claim or litigation involves or could have an effect upon matters
      beyond the scope of the indemnity agreement provided in this Section 5, the
      indemnifying party shall not have the right to assume the defense of such action
      on behalf of such indemnified party (but shall have the right to participate
      therein with counsel of its choice) and such indemnifying party shall reimburse
      such indemnified party and any person controlling such indemnified party for
      that portion of the fees and expenses of any counsel retained by the indemnified
      party which is reasonably related to the matters covered by the indemnity
      agreement provided in this Section 5. If the indemnifying party is not entitled
      to, or elects not to, assume the defense of a claim, it will not be obligated
      to
      pay the fees and expenses of more than one counsel with respect to such claim.
      

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (d)  If
      the
      indemnification provided for in this Section 5 is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      loss,
      claim, damage, liability or action referred to herein, then the indemnifying
      party, in lieu of indemnifying such indemnified party hereunder, shall
      contribute to the amounts paid or payable by such indemnified party as a result
      of such loss, claim, damage, liability or action in such proportion as is
      appropriate to reflect the relative fault of the indemnifying party on the
      one
      hand and of the indemnified party on the other in connection with the statements
      or omissions which resulted in such loss, claim, damage, liability or action
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      indemnifying party and of the indemnified party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission or alleged omission to state a material fact
      relates to information supplied by the indemnifying party or by the indemnified
      party and the parties' relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission. In no event shall
      contribution obligations of this Section 5(b) exceed the net profits from the
      offering received by such holder after deducting underwriting fees, discounts
      and commissions. No person guilty of fraudulent misrepresentation shall be
      entitled to contribution from any person. 

     

    Section
      6.  Underwriting
      Agreement.

     

    Notwithstanding
      the provisions of Sections 2, 3, 4 and 5, to the extent that the Investor shall
      enter into an underwriting or similar agreement, which agreement contains
      provisions covering one or more issues addressed in such Sections, the
      provisions contained in such agreement addressing such issue or issues shall
      control; provided,
      however,
      that
      any such agreement to which the Corporation is not a party shall not be binding
      upon the Corporation. No holder may participate in any underwritten registration
      hereunder unless such holder (a) agrees to such holder's securities on the
      basis
      provided in any underwriting arrangements and (b) completes and executes all
      questionnaires, powers of attorney, indemnities, underwriting agreements and
      other documents reasonably and customarily required under the terms of such
      underwriting arrangements. 

     

    Section
      7.  Information
      by Investor.

     

    The
      Investor shall furnish to the Corporation such written information regarding
      the
      Investors and the distribution proposed by the Investor as the Corporation
      may
      reasonably request in writing and as shall be reasonably required in connection
      with any registration, qualification or compliance referred to in this
      Agreement.

     

    Section
      8.  Exchange
      Act Compliance.

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the Act and any other rule or regulation of the Commission may at any
      time
      permit an Investor to sell securities of the Corporation to the public without
      registration or pursuant to a registration on Form S-3, the Company agrees,
      on
      and after becoming subject to reporting obligations under the federal securities
      laws, to:

     

    (a)  make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144, at all times after ninety (90) days after the effective date of the
      first registration statement filed by the Corporation for the offering of its
      securities to the general public;

    
       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

    

    (b)  file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Corporation under the Securities Act and the Exchange Act; and

     

    (c)  furnish
      to any Investor, so long as the Investor owns any Registrable Shares, forthwith
      upon request (i) a written statement by the Corporation that it has complied
      with the reporting requirements of Rule 144 (at any time after ninety (90)
      days
      after the effective date of the first registration statement filed by the
      Corporation), the Securities Act and the Exchange Act (at any time after it
      has
      become subject to such reporting requirements), or that it qualifies as a
      registrant whose securities may be resold pursuant to Form S-3 (at any time
      after it so qualifies), (ii) a copy of the most recent annual or quarterly
      report of the Corporation and such other reports and documents so filed by
      the
      Corporation, and (iii) such other information as may be reasonably requested
      in
      availing any Investor of any rule or regulation of the Commission which permits
      the selling of any such securities without registration or pursuant to such
      form.

     

    Section
      9.  No
      Conflict of Rights.

     

    The
      Corporation shall not, after the date hereof, grant any registration rights
      which conflict with or impair the registration rights granted hereby. In the
      event the Corporation grants to any person any registration rights that are
      superior in scope or substance to the registration rights granted to the
      Investor, such superior rights shall be simultaneously granted to such holders.
      

     

    Section
      10.  Termination.

     

    This
      Agreement shall terminate and be of no further force or effect when there shall
      no longer be any Registrable Shares outstanding; provided that Sections 4 and
      5
      shall survive any termination of this Agreement.

     

    Section
      11.  Successors
      and Assigns.

     

    This
      Agreement shall bind and inure to the benefit of the Corporation and the
      Investors and, subject to Section 12, the respective successors and assigns
      of
      the Corporation and the Investors. 

     

    Section
      12.  Assignment.
      

     

    Each
      Investor may assign its rights hereunder to any purchaser or transferee of
      Registrable Shares; provided, however, that such purchaser or transferee shall,
      as a condition to the effectiveness of such assignment, be required to execute
      a
      counterpart to this Agreement agreeing to be treated as an Investor whereupon
      such purchaser or transferee shall have the benefits of, and shall be subject
      to
      the restrictions contained in, this Agreement as if such purchaser or transferee
      was originally included in the definition of an Investor herein and had
      originally been a party hereto

     

    Section
      13.  Entire
      Agreement.

     

    This
      Agreement and the other writings referred to herein or therein or delivered
      pursuant hereto or thereto, contain the entire agreement among the Investor
      and
      the Corporation with respect to the subject matter hereof and supersede all
      prior and contemporaneous arrangements or understandings with respect thereto.
      

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      14.  Notices.

     

    All
      notices, requests, consents and other communications hereunder to any party
      shall be deemed to be sufficient if contained in a written instrument delivered
      in person or sent by telecopy, nationally-recognized overnight courier or first
      class registered or certified mail return receipt requested, postage prepaid,
      addressed to such party at the address set forth below or such other address
      as
      may hereafter be designated in writing by such party to the other parties:
      

     

    if
      to the
      Corporation, to: 

     

    Future
      Now Group, Inc.

    55
      Washington Street, Suite 419

    Brooklyn,
      NY. 11201

    Attention:
      Chief Financial Officer

    Facsimile
      Number: 203-659-1690

    

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    if
      to the
      Investor, to:

     

    Professional
      Offshore Opportunity Fund, Ltd. 

    c/o
      Professional Traders Management, LLC

    1400
      Old
      Country Road, Suite 206

    Westbury,
      New York 11590

    Telephone:
      516-228-0070

    Fax:
      516-228-8083

    Attention:
      Howard Berger 

    


    All
      such
      notices, requests, consents and other communications shall be deemed to have
      been delivered (a) in the case of personal delivery or delivery by telecopy,
      on
      the date of such delivery, (b) in the case of dispatch by nationally-recognized
      overnight courier, on the next business day following such dispatch and (c)
      in
      the case of mailing, on the third business day after the posting thereof.


     

    Section
      15.  Modifications;
      Amendments; Waivers.

     

    The
      terms
      and provisions of this Agreement may not be modified or amended, nor may any
      provision be waived, except pursuant to a writing signed by the Corporation
      and
      the holders of at least a majority of the Registrable Shares then outstanding.
      

     

    Section
      16.  Counterparts.

     

    This
      Agreement may be executed in any number of counterparts, and each such
      counterpart hereof shall be deemed to be an original instrument, but all such
      counterparts together shall constitute but one agreement. 

     

    Section
      17.  Headings.

     

    The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be a part of this
      Agreement. 

     

    Section
      18.  Governing
      Law.
      

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to contracts made and to be performed wholly
      therein. 

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have executed and delivered this Agreement as of the date first
      set
      forth above. 

    
      	 	 	 
	 	FUTURE
              NOW GROUP,
              INC.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            
	 	
            


    

    
      	 	 	 
	 	
              PROFESSIONAL
                OFFSHORE OPPORTUNITY FUND,
                LTD.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:
                

            
	 	
            


      	 	 	 
	 	
              PROFESSIONAL
                TRADERS FUND LLC

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:
                

            


    

     

    
      
         

      

      
        13