Unassociated Document


     

    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    THIS
      AGREEMENT is made as of the 30th day of October, 2007, between Future Now Group,
      Inc., a Nevada corporation (the “Company” or “FNGI”), and Howard Kaplan (the
“Executive”). This Agreement automatically becomes effective (the
“Commencement”) upon the Company completing the reverse merge (the
“Transaction”) with Future Now Inc. (“FNI”). 

    


    INTRODUCTION

    


    The
      Company and the Executive desire to enter into an employment agreement embodying
      the terms and conditions of the Executive’s employment.

    


    NOW,
      THEREFORE, the parties agree as follows:

    


    1.    Definitions

    


    (a)   “Affiliate”
means
      any person, firm, corporation, partnership, association or entity that, directly
      or indirectly or through one or more intermediaries, controls, is controlled
      by
      or is under common control with the Company.

    


    (b)   “Applicable
      Period”
or
      “Employment
      Period”
means
      the period of the Executive’s employment 

    


    (c)    
“Area”
means
      the United States.

     

    
      (d)    “Board
        of Directors”
means
        the Board of Directors of the Company.

    

    


    (e)    “Business
      of the Company”
means
      any business that carries on the business of a securities brokerage
      house.

    


    (f)    “Cause”
means
      the occurrence of any of the following events: (i) willful and continued
      failure (other than such failure resulting from his incapacity during physical
      or mental illness) by the Executive to substantially perform his duties with
      the
      Company or an Affiliate; (ii) conduct by the Executive that amounts to willful
      misconduct or gross negligence; (iii) any act by the Executive of fraud,
      misappropriation, dishonesty, embezzlement or similar conduct against the
      Company or an Affiliate; (iv) commission by the Executive of a felony or
      any other crime involving dishonesty; (v) the habitual and disabling use by
      the Executive of alcohol or drug; (vi) failure by the Executive to maintain
      licenses required under federal and state securities laws or (vii) a material
      breach of the Agreement by the Executive.

    


    (g)    “Competing
      Business”
means
      any person, firm, corporation, joint venture or other business entity which
      is
      engaged in the Business of the Company (or any aspect thereof) within the
      Area.

     

    


    
      
        
          
          

        

        
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    (h)    “Confidential
      Information”
means
      data and information relating to the business of the Company (which does not
      rise to the status of a Trade Secret) which is or has been disclosed to the
      Executive or of which the Executive became aware as a consequence of or through
      its relationship to the Company and which has value to the Company and is not
      generally known to its competitors. Confidential Information shall not include
      any data or information that has been voluntarily disclosed to the public by
      the
      Company (except where such public disclosure has been made by the Executive
      without authorization) or that has been independently developed and disclosed
      by
      others, or that otherwise enters the public domain through lawful means.


    


    (i)    “Disability”
means
      the inability of the Executive to perform any of his duties hereunder due to
      a
      physical, mental, or emotional impairment, as determined by an independent
      qualified physician (who may be engaged by the Company), for a ninety (90)
      consecutive day period or for an aggregate of one hundred eighty (180) days
      during any three hundred sixty-five (365) day period. 

    


    (j)    “FNGI”
means
      Future Now Group, Inc, a Nevada corporation and public reporting company traded
      on the over-the-counter bulletin board.

    


    (k)   “Termination
      Date”
means
      the date which corresponds to the first to occur of (i) the death or Disability
      of the Executive, (ii) the last day of the Term as provided in Section 4(a)
      below or (iii) the date set forth in a notice given pursuant to Section 4(b)
      below.

    


    (l)    “Trade
      Secrets”
means
      information including, but not limited to, technical or nontechnical data,
      formulas, patterns, compilations, programs, devices, methods, techniques,
      drawings, processes, financial data, financial plans, product plans or lists
      of
      actual or potential customers or suppliers which (i) derives economic
      value, actual or potential, from not being generally known to, and not being
      readily ascertainable by proper means by, other persons who can obtain economic
      value from its disclosure or use, and (ii) is the subject of efforts that
      are reasonable under the circumstances to maintain its secrecy. The provisions
      in this Agreement restricting the use of Trade Secrets shall survive termination
      of this Agreement for so long as is permitted under Connecticut
      law.

    


    2.    Terms
      and Conditions of Employment.

    


    (a)    Employment.
      The
      Company hereby employs the Executive as its Chief
      Operating Officer and
      the
      Executive accepts such employment with the Company in such capacity. The
      Executive shall report to the Chief Executive Officer and shall have such
      authority and responsibilities and perform such duties as shall reasonably
      be
      assigned to the Executive from time to time by the Chief Executive Officer
      or
      Board of Directors of the Company.

     

     

    
      
        
        

      

      
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    (b)    Exclusivity.
      Throughout the Executive’s employment hereunder, the Executive shall devote
      substantially all the Executive’s time, energy and skill during regular business
      hours to the performance of the duties of the Executive’s employment (vacations
      and reasonable absences due to illness excepted), shall faithfully and
      industriously perform such duties, and shall diligently follow and implement
      all
      management policies and decisions of the Company.

    


    3.    Compensation.

    


    (a)    Base
      Salary.
      In
      consideration for the Executive’s services hereunder, the Company shall pay to
      the Executive an annual base salary in the amount of $120,000 initially. The
      Executive’s annual base salary shall be reviewed at least annually by the
      Company, and the Company may increase the Executive’s annual base salary from
      time to time and not decrease it. The Company shall pay annual base salary
      in
      accordance with the normal payroll payment practices of the Company and subject
      to such deductions and withholdings as law or policies of the Company, from
      time
      to time in effect, may require. 

    


    (b)    Annual
      Bonus.
      In
      addition to the payment under Section 3(a) hereof, the Executive shall be
      entitled to participate in a bonus pool (the “Bonus Pool”) for employees of the
      group responsible for managing and growing the operations of the Company (the
      “Future Now Management Group”). The composition of Future Now Group shall be
      determined by the Board from time to time and at during the term of this
      agreement include the Executive. After
      the first year anniversary of this Agreement and as long as the Executive
      remains with the Company, the Executive will have a voting right as to decisions
      made by the Future Now Management Group.
      The
      Bonus Pool for a particular Fiscal Year shall be equal to, 5% for the first
      year, 7.5% for the second Year and 10% for the third year, of the Pre-Bonus
      Pre-Tax Profits (as defined below), less the deductions specified in Section
      3
      (b)(1) below. Amounts paid to the Executive out of the Bonus Pool, including
      any
      deferred bonus amounts as hereinafter provided, are collectively referred to
      herein as the “Bonus Award.” To the extent necessary to avoid the limitation on
      the federal tax deductibility of the Bonus Award for any year under Section
      162
      (m) of the Internal Revenue Code of 1986, as amended (the “Code”), payment
      thereof may, at the sole discretion of the Board, or a committee thereof, be
      deferred only to the extent necessary to avoid exceeding such Section 162 (m)
      limitation to the first taxable year of the Company in which the payment would
      be fully deductible; provided, however, that the Bonus Award or portion thereof
      shall be deferred only in the event that the compensation of other executives
      of
      the Company whose compensation is subject to Section 162 (m) is deferred under
      circumstances similar to those of the Executive. Except as provided in the
      previous sentence, the Bonus Award for a Fiscal Year shall be payable as soon
      as
      practicable after the release of the Company’s audited financial statements for
      such Fiscal Year, but in no event later than ninety (90) days after the end
      of
      such Fiscal Year. In the case of deferral as described above, amounts deferred
      shall be credited with such interest and on such other items as the Company
      and
      the Executive shall mutually agree. All deferred Bonus Awards shall be payable
      within thirty (30) days after the beginning of the first Fiscal Year in which
      such amount may be paid.

     

     

    
      
        
        

      

      
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              (1)

            	
              “Pre-Bonus
                Pre-Tax Profits” shall mean the amount, if any, determined in accordance
                with Generally Accepted Accounting Principles (“GAAP”) consistently
                applied from year to year, by which the total consolidated revenues
                of the
                FNGI for a particular Fiscal Year exceed all direct expenses incurred
                in
                generating such revenues and in the operation and conduct of the
                business
                during that Fiscal Year. Such expenses include, but are not limited
                to;
                (a) all salaries and non-bonus compensation paid to all employees
                of the
                Company, including the Executive, which includes related payroll
                taxes,
                insurance and other benefits, any profit-sharing contributions made
                on
                behalf of such employees, the cost of any stock options or other
                equity
                awards made to such employees and any amounts paid to such employees
                upon
                termination of employment; (b) rent (at the Company’s cost per square
                foot); (c) telephones; (d) quotation, pricing and portfolio management
                and
                client accounting systems; (e) computer hardware and software; (f)
                electronic and other office equipment; (g) sales commissions payable
                to
                Company sales personnel and third-parties; (h) consulting and solicitation
                fees; (i) business travel and entertainment determined in accordance
                with
                the Company’s policies; (j) legal and professional fees; and (k)
                membership dues and subscriptions

            


    

     

    
      	
              (2)

            	
              For
                each Fiscal Year during the Employment Period, the following amounts
                shall
                be deducted from the Bonus Pool prior to the award of bonuses to
                any
                employees, including the Executive; (a) any minimum bonus paid to
                other
                members of the Future Now Management Group with respect to the particular
                Fiscal Year and (b) any Bonus Shortfall (as defined below) from prior
                Fiscal Years.

            


    

     

    
      	
              (3)

            	
              The
                amount remaining in the Bonus Pool after making the deductions specified
                above shall be distributed by the Executive to employees of the Future
                Now
                Management Group, as determined by those with voting rights, subject
                to
                the approval of the Board and, where appropriate a Committee thereof.
                In
                the event that, after making the necessary deductions specified above,
                the
                Bonus Pool for a particular Fiscal Year is not sufficient to pay
                bonuses
                to employees of the Future Now Management Group other than the Minimum
                Bonus Award paid, the Company may determine, in its sole discretion,
                to
                pay bonuses to such employees. The amount by which the total bonuses
                paid
                to employees of the Future Now Management Group, including the Executive
                and the other employees entitled to guaranteed minimum bonuses exceeds
                the
                amount of the Bonus Pool (the “Bonus Shortfall”) shall be deducted from
                the Bonus Pool for the next Fiscal
                Year.

            


    

     

    
      	
              (4)

            	
              “Fiscal
                Year” shall mean the year beginning on each July 1st
                and ending on each June 30th
                of
                the following year. 

            


    

    


    (c)    Stock
      Based Compensation.
      Stock
      options or other stock-based compensation will be awarded to the Executive
      at
      the discretion of the Board of Directors, or a committee thereof, and pursuant
      to the Company’s stock option plan(s). 

     

     

    
      
        
        

      

      
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    (d)    Vacation.
      The
      Executive shall be entitled to a minimum of three weeks vacation per year in
      accordance with the Company’s policy, to be taken at times mutually convenient
      to the Company and the Executive. 

    


    (e)    Expenses.
      The
      Executive shall be entitled to be reimbursed in accordance with the policies
      of
      the Company, as adopted and amended from time to time, for all reasonable and
      necessary expenses incurred by the Executive in connection with the performance
      of the Executive’s duties of employment hereunder; provided, however, the
      Executive shall, as a condition of such reimbursement, submit verification
      of
      the nature and amount of such expenses in accordance with the reimbursement
      policies from time to time adopted by the Company.

    


    (f)    Benefits.
      The
      Executive shall be entitled to fully-paid medical and dental benefits (including
      full family, if so elected) as senior management. Furthermore, the Executive
      will also be entitled to other benefits that generally may be made available
      to
      executive employees of the Company from time to time, including, once
      established, long-term disability and 401K
      Benefits.
      

    


    4.    Term,
      Termination and Termination Payments.

    


    (a)    Term.
      The
      term of this Agreement (the “Term”) shall commence as of the effective date
      provided for above (the “Commencement Date”) and shall expire on the third
      (3rd)
      anniversary of the Commencement Date with automatic extensions for successive
      additional one-year terms, as provided herein. Ninety (90) days before the
      end
      of the second (2nd)
      year
      and ninety (90) days before the end of each year thereafter, the Agreement
      is
      extended for an additional one year period unless either party gives prior
      notice of termination. In the event prior notice of termination is given, this
      Agreement shall terminate at the end of the remaining Term then in
      effect.

    


    (b)    Termination.
      This
      Agreement and the Executive’s employment by the Company hereunder may only be
      terminated before expiration of the Term (i) by mutual agreement of the
      Executive and the Company; (ii) by the Company for Cause, (iii) by the
      Executive for any reason; or (iv) by the Company or the Executive due to the
      Disability of the Executive. This Agreement shall also terminate immediately
      upon the death of the Executive. Notice of termination by either the Company
      or
      the Executive shall be given in writing and shall specify the basis for
      termination and the effective date of termination.

    


    (c)    Effect
      of Termination.
      Upon
      termination of this Agreement and the Executive’s employment hereunder, the
      Company shall have no further obligation to the Executive or the Executive’s
      estate with respect to this Agreement, except for payment of salary and bonus
      amounts, if any, accrued pursuant to Section 3(a) or 3(b) hereof and unpaid
      at
      the Termination Date, and termination payments, if any, set forth in Section
      4(e), subject to the provisions of Section 12 hereof. Section 4(e) does not
      apply to a termination of employment due to the Executive’s Disability or death.
      Nothing contained herein shall limit or impinge any other rights or remedies
      of
      the Company or the Executive under any other agreement or plan to which the
      Executive is a party or of which the Executive is a beneficiary.

     

     

    
      
        
        

      

      
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    (d)    Survival.
      The
      covenants of the Executive in Sections 5, 6 and 7 hereof shall survive the
      termination of this Agreement and the Executive’s employment hereunder and shall
      not be extinguished thereby.

    


    (e)    Termination
      Payments.
      Except
      as set forth in Section 4(b)(i) hereof, upon termination of the Executive’s
      employment by the Company without Cause, the Company shall be obligated to
      continue to pay the Executive his annual base salary in effect as of the
      Termination Date for three (3) months after termination of employment. Payments
      made under this Section 4(e) shall be paid as a salary continuation. In the
      event the Company appoints a new Executive with the same title and
      responsibilities of the Executive, the Executive shall have the right to
      terminate the Employment Period upon thirty (30) days’ written notice to the
      Company and receive full benefits under Section 4 (c) above.

    


    5.    Agreement
      Not to Compete and Not to Solicit Customers.

     

    (a)    Agreement
      Not to Compete.
      The
      Executive agrees that commencing on the Commencement Date and continuing through
      the Applicable Period, he will not (except on behalf of or with the prior
      written consent of the Company, which consent may be withheld in Company’s sole
      discretion), within the Area, either directly or indirectly, on the Executive’s
      own behalf, or in the service of or on behalf of others, engage in or provide
      services of a similar type or nature as he performs for the Company to any
      Competing Business. For purposes of this Section 5, the Executive
      acknowledges and agrees that the Business of the Company is conducted in the
      Area. . During the Non-Competition period (as defined below), the Executive
      shall not (except as an officer, director, employee, agent or consultant of
      the
      Company or any of its Affiliates), directly or indirectly, own, manage, operate,
      join, or have a financial interest in, control or participate in the ownership,
      management, operation or control of, or be employed as an employee, agent or
      consultant, or in any other individual or connection with, or be otherwise
      connected in any manner with any business or enterprise, wherever located,
      which
      is similar to or competitive with the Company’s core disciplines, the business
      carried on or planned by the Company, or the business carried on by the
      Executive at any time during the one year immediately preceding the termination
      of the Employment Period, unless the Executive has obtained the prior written
      consent of the Board, provided, however, that the foregoing restriction shall
      not be construed to prohibit the ownership by the Executive of not more than
      five percent (5%) of any class of securities of any corporation which is engaged
      in any of the foregoing businesses,, having a class of securities pursuant
      to
      Section 12 (b) or 12 (g) of the 1934 Act, which securities are publicly owned
      and regularly traded on any national securities exchange or in the
      over-the-counter market; provided further, that such ownership represents a
      passive investment and that neither the Executive nor any group or persons
      including the Executive in any way, either directly or indirectly, manages
      or
      exercises control of nay such corporation, guarantees any of its financial
      obligations, otherwise takes part in its business other than exercising his
      rights as a stockholder, or seeks to do any of the foregoing.

     

     

    
      
        
        

      

      
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    (b)    For
      purposes of this Agreement, the “Non-Competition Period” shall mean; (a) the
      Employment Period, and (b) any period during which the Executive is receiving
      Termination Payments as a result of the Company’s termination of the Employment
      Period. In the event that the Company terminated the Employment Period other
      than for cause, or the Executive terminates the Employment Period for Good
      Reason, the Executive may elect at any time after such termination, by ten
      (10)
      days’advance written notice to the Company, to terminate the Non-Competition
      Period. On and after such election, the Company shall have no further obligation
      to make any termination Payments, except for such amounts as shall have been
      accrued prior to the date of such election. The parties acknowledge and agree
      that, except as restricted by the terms of this Agreement, nothing in this
      Agreement is intended to preclude the Executive from obtaining employment in
      the
      marketing and internet analytic industry following termination of the Employment
      Period.

    


    (c)    Agreement
      Not to Solicit Customers.
      During
      the Non-Competition Period and one year after the termination of the Agreement
      by the Executive for any reason or the Company for Cause, the Executive shall
      not, directly or indirectly, whether for his own account or for the account
      of
      any other individual or entity, solicit or canvass the trade, business or
      patronage of any individuals or entities that were customers of the Company,
      or
      any Affiliate for which the Executive was working at the time of such
      termination, during the twelve(12) months immediately proceeding the termination
      of the Employment Period, or prospective customers with respect to whom a sales
      effort, presentation or proposal (other than just a mass mailing) was made
      by
      the Company, or any Affiliate for which the Executive was working at the time
      of
      such termination. Upon writted request of the Executive following termination
      of
      the Employment Period, the Company shall provide a list of customers and
      prospective subject to this Section. 

     

    
      6.    Agreement
        Not to Solicit Employees.

    

    
The
      Executive agrees that commencing on the Commencement Date and continuing through
      the Applicable Period, and for one year following the termination of the
      Agreement by the Executive for any reason or by the Company for Cause, the
      Executive will not, either directly or indirectly, on the Executive’s own behalf
      or in the service of or on behalf of others, solicit, divert or hire, or attempt
      to solicit, divert or hire, to any Competing Business in the Area any person
      employed by the Company or an Affiliate, whether or not such employee is a
      full-time employee or a temporary employee of the Company or an Affiliate and
      whether or not such employment is pursuant to written agreement and whether
      or
      not such employment is for a determined period or is at will.

    


    


    
      
        
          
          

        

        
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        7.    Ownership
          and Protection of Proprietary Information.

      

      
(a)    Confidentiality.
        All
        Confidential Information and Trade Secrets and all physical embodiments thereof
        received or developed by the Executive while employed by the Company are
        confidential to and are and will remain the sole and exclusive property of
        the
        Company. Except to the extent necessary to perform the duties assigned to
        him by
        the Company, the Executive will hold such Confidential Information and Trade
        Secrets in trust and strictest confidence, and will not use, reproduce,
        distribute, disclose or otherwise disseminate the Confidential Information
        and
        Trade Secrets or any physical embodiments thereof and may in no event take
        any
        action causing or fail to take the action necessary in order to prevent,
        any
        Confidential Information and Trade Secrets disclosed to or developed by the
        Executive to lose its character or cease to qualify as Confidential Information
        or Trade Secrets.

    

    


    (b)    Return
      of Company Property.
      Upon
      request by the Company, and in any event upon termination of the employment
      of
      the Executive with the Company for any reason, as a prior condition to receiving
      any final compensation hereunder (including payments pursuant to
      Section 4(e)), the Executive will promptly deliver to the Company all
      property belonging to the Company, including, without limitation, all
      Confidential Information and Trade Secrets (and all embodiments thereof) then
      in
      the Executive’s custody, control or possession.

    


    (c)    Survival.
      The
      covenants of confidentiality set forth herein will apply on and after the date
      hereof to any Confidential Information and Trade Secrets disclosed by the
      Company or developed by the Executive prior to or after the date hereof. The
      covenants restricting the use of Confidential Information will continue and
      be
      maintained by the Executive for a period of two years following the termination
      of this Agreement. The covenants restricting the use of Trade Secrets will
      continue and be maintained by the Executive following termination of this
      Agreement for so long as permitted under Connecticut law.

    


    8.    Contracts
      or Other Agreements with Former Employer or Business.

    


    The
      Executive hereby represents and warrants that he is not subject to any
      employment agreement or similar document, except as previously disclosed and
      delivered to the Company, with a former employer or any business with which
      the
      Executive has been associated, which on its face prohibits the Executive during
      a period of time which extends through the Commencement Date from any of the
      following: (i) competing with, or in any way participating in a business
      which competes with the Executive’s former employer or business;
      (ii) soliciting personnel of such former employer or business to leave such
      former employer’s employment or to leave such business; or (iii) soliciting
      customers of such former employer or business on behalf of another business.
      


     

    9.    Remedies.

    


    (a)    The
      Executive agrees that the covenants and agreements contained in Sections 5,
      6
      and 7 hereof are of the essence of this Agreement; that each of such covenants
      is reasonable and necessary to protect and preserve the interests and properties
      of the Company and the Business of the Company; that the Company is engaged
      in
      and throughout the Area in the Business of the Company; that the Executive
      has
      access to and knowledge of the Company’s business and financial plans; that
      irreparable loss and damage will be suffered by the Company should the Executive
      breach any of such covenants and agreements; that each of such covenants and
      agreements is separate, distinct and severable not only from the other of such
      covenants and agreements but also from the other and remaining provisions of
      this Agreement; that the unenforceability of any such covenant or agreement
      shall not affect the validity or enforceability of any other such covenant
      or
      agreements or any other provision or provisions of this Agreement; and that,
      in
      addition to other remedies available to it, the Company shall be entitled to
      specific performance of this Agreement and to both temporary and permanent
      injunctions to prevent a breach or contemplated breach by the Executive of
      any
      of such covenants or agreements.

     

     

    
      
        
        

      

      
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    (b)    In
      addition to any other rights the Company may have pursuant to this Agreement,
      if
      Executive breaches any of his obligations under Sections 5, 6, or 7 or, directly
      or indirectly, on the Executive’s own behalf or in the service of or on behalf
      of others, engages in or provides services similar in type or nature to those
      provided for the Company to, or owns (other than ownership of less than five
      percent (5%) of the outstanding voting securities of an entity whose voting
      securities are traded on a national securities exchange or quoted on the
      National Association of Securities Dealers, Inc. Automated Quotation System)
      a
      beneficial or legal interest in, any Competing Business within the Area during
      the Applicable Period, Executive will forfeit any amounts owed to Executive
      under Section 4(e) which have not been paid to Executive by the Company and
      Executive shall immediately repay to the Company all amounts previously paid
      to
      Executive pursuant to Section 4(e).

     

    
      10.  
No
        Set-Off.

    

     

     The
      existence of any claim, demand, action or cause of action by the Executive
      against the Company, or any Affiliate of the Company, whether predicated upon
      this Agreement or otherwise, shall not constitute a defense to the enforcement
      by the Company of any of its rights hereunder. The existence of any claim,
      demand, action or cause of action by the Company against the Executive, whether
      predicated upon this Agreement or otherwise, shall not constitute a defense
      to
      the enforcement by the Executive of any of his rights hereunder. 

     

    
      
        11.    Notice.

      

      
All
        notices, requests, demands and other communications required hereunder shall
        be
        in writing and shall be deemed to have been duly given if delivered or if
        mailed, by United States certified or registered mail, prepaid to the party
        to
        which the same is directed at the following addresses (or at such other
        addresses as shall be given in writing by the parties to one
        another):

    

    


    


    
      
        
          
          

        

        
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              If
                to the Company:

            	
              Future
                Now Group, Inc.

              C/O
                Chief Financial Officer

              55
                Washington St - Suite 419

              Brooklyn,
                NY, 11201

            
	 	 
	
              If
                to the Executive:

            	
              Howard
                Kaplan

            


    

    


    Notices
      delivered in person shall be effective on the date of delivery.  Notices
      delivered by mail as aforesaid shall be effective upon the third calendar day
      subsequent to the postmark date hereof.

    


    12.        
       Miscellaneous.

    


    (a)    Assignment. 
      Neither this Agreement nor any right of the parties hereunder may be assigned
      or
      delegated by any party hereto without the prior written consent of the other
      party.

    


    (b)    Waiver. 
      The waiver by the Company of any breach of this Agreement by the Executive
      shall
      not be effective unless in writing, and no such waiver shall constitute the
      waiver of the same or another breach on a subsequent occasion.

    


    (c)    Arbitration. 
      Any controversy or claim arising out of or relating to this contract, or the
      breach thereof, shall be settled by binding arbitration. However, the provisions
      of this Subsection (c) shall not prevent the Company from instituting an action
      under this Agreement for specific performance of this Agreement or injunctive
      relief as provided in Section 9 hereof. 

    


    (d)    Applicable
      Law.
      This
      Agreement shall be construed and enforced under and in accordance with the
      laws
      of the State of New York.

    


    (e)    Entire
      Agreement. 
      This Agreement embodies the entire agreement of the parties hereto relating
      to
      the subject matter hereof and supersedes all oral agreements, and to the extent
      inconsistent with the terms hereof, all other written agreements.

    


    (f)    Amendment. 
      This Agreement may not be modified, amended, supplemented or terminated except
      by a written instrument executed by the parties hereto.

    


    (g)    Severability. 
      Each of the covenants and agreements hereinabove contained shall be deemed
      separate, severable and independent covenants, and in the event that any
      covenant shall be declared invalid by any court of competent jurisdiction,
      such
      invalidity shall not in any manner affect or impair the validity or
      enforceability of any other part or provision of such covenant or of any other
      covenant contained herein.

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    (h)    Captions
      and Section Headings. 
      Except as set forth in Section 1 hereof, captions and section headings used
      herein are for convenience only and are not a part of this Agreement and shall
      not be used in construing it.

    


    [Signature
      Page to follow - Rest of Page Intentionally Left Blank]

     

    
 

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF,
      the
      Company and the Executive have each executed and delivered this Agreement as
      of
      the date first shown above and as provided for under the preceding 12 sections
      and 11 pages.

     

    
      	 	 	 
	 	THE
              COMPANY:
	 	 
	 	FUTURE NOW GROUP, INC.
	 
 	 
 	 

	 	By:   
              	 
	 	
              

            


    

    
      
        	 	 	 
	 	Title:	 
	 	
                

              


      

    

    
      
        	 	 	 	 	 
	 ATTEST:	 	 	 
	 	 	 	 	 
	
                

              	 	 	
              
	Title:	

                
[CORPORATE
                SEAL]	 	 	 


      

    

    
      	 	 	 
	 	EXECUTIVE:
	 
 	 
 	 
 
	 	
              
HOWARD
              KAPLAN
	 	
            


    

     

     

    
      
        
        

      

      
        12