WARRANT
      # 2

    


    THIS
      WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
      APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
      IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT
      OR SUCH APPLICABLE STATE SECURITIES LAWS, UNLESS THE PROPOSED TRANSFER MAY
      BE
      EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR
      QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

     

    FUTURE
      NOW GROUP, INC.

    WARRANT

    


    
      	
              No.
                W2-1 

            	
              October
                30, 2007

            


    

     

    THIS
      CERTIFIES that, for value received, PROFESSIONAL OFFSHORE OPPORTUNITY FUND
      LTD.,
      or its assigns (the “Holder”), shall be entitled to subscribe for and purchase
      from FUTURE NOW GROUP, INC., a Nevada corporation (the “Corporation”), Two
      million, three hundred and eighty thousand, nine hundred and forty-three
      (2,380,943) shares (subject to adjustment as provided herein, the “Warrant
      Shares”) of the Corporation’s Common Stock at the exercise price determined
      below (the "Exercise Price" or the "Exercise Price Per Share") for each Warrant
      Share, during the Exercise Period (as defined in Section 1), pursuant to the
      terms and subject to the conditions of this Warrant. Certain terms used in
      this
      Warrant are defined in Section 4. The Corporation represents and warrants that
      the Warrant Shares, if issued on the date of this Warrant, would represent
      approximately 2.49% of the Corporation’s issued and outstanding Common Stock.
      The Exercise Price or the Exercise Price Per Share shall be the lesser of (i)
      $.50 or (ii) the New Transaction Price, in all events subject to further
      adjustment as provided herein. "New Transaction Price" means the lowest per
      share price at which the Corporation sells Common Stock, or is obligated to
      issue Common Stock pursuant to any Convertible Securities, in any transaction
      (other than an Excluded Transaction, defined below) in which the Corporation
      engages after the date hereof, and before the exercise hereof, and if no such
      price is designated, such price shall be deemed $.01. 

     

    As
      used
      herein, the term “Common Stock” shall mean (i) the class of stock designated
      above or (ii) any other class of stock resulting from successive changes or
      reclassifications of such Common Stock consisting solely of changes in par
      value, or from par value to no par value or from no par value to par value.
      In
      the event the Corporation shall, after the date hereof, issue securities of
      greater or superior voting rights than the shares of Common Stock outstanding
      as
      of the date hereof, the Holder, at its option, may receive upon exercise of
      any
      Warrant either Common Stock or a like number of such securities with greater
      or
      superior voting rights. 

     

    Notwithstanding
      the provisions of this Warrant, in no event (except (i) as specifically provided
      in the Warrant as an exception to this provision, (ii) during the forty-five
      (45) day period prior to the expiration of the Exercise Period, or (iii) while
      there is outstanding a tender offer for any or all of the shares of the
      Corporation's Common Stock) shall the Holder be entitled to exercise this
      Warrant, or the Corporation have the obligation to issue shares upon such
      exercise of all or any portion of this Warrant to the extent that, after such
      exercise the sum of (1) the number of shares of Common Stock beneficially owned
      by the Holder and its Affiliates (other than shares of Common Stock which may
      be
      deemed beneficially owned through ownership of the unexercised portion of the
      Warrants or other right to purchase Common Stock or through the ownership of
      the
      unconverted portion of convertible securities), and (2) the number of shares
      of
      Common Stock issuable upon the exercise of the Warrants with respect to which
      the determination of the proviso is being made, would result in beneficial
      ownership by the Holder and its Affiliates of more than 4.99% of the outstanding
      shares of Common Stock (after taking into account the shares to be issued to
      the
      Holder upon such exercise). 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 except as
      otherwise provided in clause (1) of such sentence.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      1. Exercise
      Period.
      

     

    This
      Warrant may be exercised in whole or in part by the Holder at any time after
      the
      date hereof until 5:00 p.m. Eastern Time on the last day of the month in which
      occurs the fifth anniversary of the effective date of a registration statement
      filed under the Securities Act of 1933, as amended, covering the Common Stock
      issuable upon exercise of this Warrant (such period being herein referred to
      as
      the “Exercise Period”). The Corporation agrees to use reasonable efforts to mail
      to the original Holder by certified mail, return receipt requested, notice
      of
      the expiration date of this Warrant, no later than 15 days prior to such date,
      but failure to provide notice will not extend the Exercise Period.

     

    Section
      2. Exercise
      of Warrant.

     

    (a) The
      rights represented by this Warrant may be exercised, in whole or in any part
      (but not as to a fractional share of Common Stock), by (i) the surrender of
      this
      Warrant (properly endorsed) at the principal office of the Corporation at 55
      Washington Street, Suite 419, Brooklyn, NY 11201 (or at such other agency or
      office of the Corporation in the United States of America as it may designate
      by
      notice in writing to the Holder at the address of the Holder appearing on the
      books of the Corporation), (ii) delivery to the Corporation of a notice of
      election to exercise in the form of Exhibit A, and (iii) either (a) payment
      to
      the Corporation by cash, wire transfer funds or check in an amount equal to
      the
      then applicable Exercise Price Per Share multiplied by the number of Warrant
      Shares then being purchased, or, (b) alternatively, provided that, on or before
      the first anniversary of date of issuance of this Warrant a registration
      statement covering the resale of the Warrant Shares that are the subject of
      the
      Exercise Notice by the Holder pursuant to the 1933 Act is not available for
      the
      resale of such Warrant Shares, or if the issue is no longer effective during
      the
      period the Warrants are still outstanding, the Holder may exercise its right,
      during the Exercise Period to receive Warrant Shares on a net basis such that,
      without any payment of funds by the Holder, the Holder receives that number
      of
      Warrant Shares otherwise issuable upon exercise of its Warrants less the number
      of Warrant Shares having an aggregate Market Price at the time of exercise
      equal
      to the aggregate Exercise Price Per Share that would otherwise have been payable
      by the Holder of all such Warrant Shares.

     

    (b) Each
      date
      on which this Warrant is surrendered and on which payment of the Exercise Price
      is made in accordance with Section 2(a) above is referred to as an “Exercise
      Date.” Simultaneously with each exercise, the Corporation shall issue and
      deliver a certificate or certificates for the Warrant Shares being purchased
      pursuant to such exercise, registered in the name of the Holder or the Holder’s
      designee, to such Holder or designee, as the case may be. If such exercise
      shall
      not have been for the full number of the Warrant Shares, then the Corporation
      shall issue and deliver to the Holder a new Warrant, registered in the name
      of
      the Holder, of like tenor to this Warrant, for the balance of the Warrant
      Shares.

     

    
      
        
        

      

      
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    (c) The
      person in whose name any certificate for shares of Common Stock is issued or
      issuable upon any exercise shall for all purposes be deemed to have become
      the
      holder of record of such shares as of the Exercise Date. The Corporation shall
      pay all documentary, stamp or other transactional taxes attributable to the
      issuance or delivery of shares of Common Stock upon exercise of all or any
      part
      of this Warrant; provided, however, that the Corporation shall not be required
      to pay taxes which may be payable in respect of any transfer involved in the
      issuance or delivery of any certificate for such shares in a name other than
      that of the Holder to the extent such taxes would exceed the taxes otherwise
      payable if such certificate had been issued to the Holder.

     

    No
      fractional shares of Common Stock will be issued in connection with any exercise
      hereunder, but in lieu of such fractional shares, the Corporation shall make
      a
      cash payment therefor equal in amount to the product of the applicable fraction
      multiplied by the current Market Price per share of Common Stock.

     

    (d) This
      Warrant and the Warrant Shares are covered by and are entitled to the benefits
      of that certain Registration Rights Agreement dated the date hereof between
      the
      Corporation and the Holder.

     

    Section
      3. Antidilution
      Provisions.
      The
      number of shares of Common Stock purchasable on exercise of this Warrant and
      payment of the Exercise Price shall be subject to adjustment from time to time
      as provided in this Section 3.

     

    (a) Issuance
      of Additional Common Stock.
      If the
      Corporation, at any time or from time to time after the date of this Warrant,
      shall issue, sell, grant, or shall fix a record date for the determination
      of
      holders of any class of securities entitled to receive, shares of Common Stock
      at a price per share that is less than the Exercise Price on the date the
      Corporation fixes the offering price of such additional shares of Common Stock
      (a “Dilutive Issuance”) then the Exercise Price shall be reduced as of such
      date, to a price equal to the lowest price per share received or to be received
      by the Corporation in such Dilutive Issuance.

     

    (b) Treatment
      of Options and Convertible Securities.
      If the
      Corporation, at any time or from time to time after the date of this Warrant,
      shall issue, sell, grant or assume, or shall fix a record date for the
      determination of holders of any class of securities entitled to receive, any
      Options (defined below) or Convertible Securities (defined below), then, and
      in
      each such case, the maximum number of shares of Common Stock (as set forth
      in
      the instrument relating thereto, without regard to any provisions contained
      therein for a subsequent adjustment of such number and whether or not the right
      to convert or exchange or exercise is immediate or conditioned upon the passage
      of time, the occurrence or non-occurrence of some event or otherwise) issuable
      upon the exercise of such Options or, in the case of Convertible Securities
      and
      options therefor, the conversion or exchange of such Convertible Securities,
      shall be deemed to be shares of Common Stock issued and consequently give rise
      to adjustment as, and to the extent, provided in paragraph (a) as of the time
      of
      such issue, sale, grant or assumption or, in case such a record date shall
      have
      been fixed, as of the close of business on such record date; provided
      that, in
      each such case no further adjustment to the Exercise Price shall be made upon
      the subsequent issue or sale of shares of Common Stock upon the exercise of
      such
      Options or the conversion or exchange of such Convertible
      Securities.

     

    
      
        
        

      

      
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    (c) Change
      in Capital Stock.
      If the
      Corporation (i) pays a dividend or makes a distribution on its Common Stock
      in
      shares of its Common Stock, (ii) subdivides its outstanding shares of Common
      Stock into a greater number of shares, (iii) combines its outstanding shares
      of
      Common Stock into a smaller number of shares, or (iv) issues by reclassification
      of its Common Stock any shares of its capital stock, then in each case the
      Exercise Price in effect immediately prior to such action shall be
      proportionately adjusted so that the Holder of any Warrant exercised thereafter
      may receive the aggregate number and kind of shares of capital stock of the
      Corporation which he would have owned immediately following such action if
      such
      Warrant had been exercised immediately prior to such action.

     

    The
      adjustment as provided in this paragraph (c) shall become effective immediately
      after the record date in the case of a dividend or distribution and immediately
      after the effective date in the case of a subdivision, combination or
      reclassification. If after an adjustment, a Holder of a Warrant, upon its
      exercise, may receive shares of two or more classes of capital stock of the
      Corporation, the Corporation shall determine the allocation of the adjusted
      Exercise Price between the classes of capital stock. After such allocation,
      the
      exercise privilege and the exercise price of each such class of capital stock
      shall thereafter be subject to adjustment on terms comparable to those
      applicable to Common Stock in this Section 3.

     

    (d) Dilution
      in Case of Other Securities.
      In case
      any Other Securities (as defined in Section 4) shall be issued or sold or shall
      become subject to issue or sale upon the conversion or exchange of any
      securities of the Corporation or to subscription, purchase or other acquisition
      pursuant to any Options issued or granted by the Corporation such as to dilute,
      on a basis to which the standards established in the other provisions of this
      Section 3 are applicable, then, and in each such case, the computations,
      adjustments and readjustments provided for in this Section 3 shall be made
      as
      nearly as possible in the manner so provided and applied to determine the amount
      of Other Securities from time to time receivable upon the exercise of the
      Warrants, so as to protect the Holder against the effect of such
      dilution.

     

    (e) Other
      Changes in Common Stock.
      If the
      Corporation shall be a party to any Significant Corporate Event (as defined
      in
      Section 4) in which the previously outstanding shares of Common Stock shall
      be
      changed into or exchanged for different securities of the Corporation or common
      stock or other securities of another corporation or interests in a noncorporate
      entity or other property (including cash) or any combination of any of the
      foregoing, as a condition of the consummation of such Significant Corporate
      Event, lawful and adequate provisions shall be made so that (1) the Holder,
      upon
      the exercise hereof at any time on or after the date such a Significant
      Corporate Event is consummated (the “Consummation Date”) (but during the
      Exercise Period), shall be entitled to receive, and this Warrant shall
      thereafter represent the right to receive, in lieu of the Warrant Shares
      issuable upon such exercise prior to the Consummation Date, the amount of
      securities or other property to which the Holder would actually have been
      entitled as a holder of Common Stock upon the consummation of such a Significant
      Corporate Event if the Holder had exercised this Warrant immediately prior
      thereto (subject to adjustments from and after the Consummation Date as nearly
      equivalent as possible to the adjustments provided for in this Section 3),
      or
      (2) in the case of a Significant Corporate Event in which the Corporation is
      not
      the survivor, if so elected by the Holder, the Holder shall be entitled to
      receive on the Consummation Date in cancellation of this Warrant, the amount
      of
      securities or other property to which the Holder would actually have been
      entitled as a holder of Common Stock upon consummation of such Significant
      Corporate Event if the Holder had exercised this Warrant immediately prior
      thereto and had paid the Exercise Price therefor.

     

    
      
        
        

      

      
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    Notwithstanding
      anything contained herein to the contrary, unless the Holder makes an election
      under clause (2) above, the Corporation shall not effect any Significant
      Corporate Event unless prior to the consummation thereof each acquiring
      corporation or other person which may be required to deliver any securities
      or
      other property upon the exercise of this Warrant shall assume, by written
      instrument delivered to the Holder, the obligation to deliver to the Holder
      such
      securities or other property to which, in accordance with the foregoing
      provisions, the Holder may be entitled and an opinion of counsel reasonably
      satisfactory, which opinion shall state that this Warrant, including, without
      limitation, the exercise and anti-dilution provisions applicable to this
      Warrant, if any, shall thereafter continue in full force and effect and shall
      be
      enforceable against such acquiring corporation or other person in accordance
      with the terms hereof.

     

    (f) Other
      Dividends or Other Distributions.
      If the
      Corporation declares a dividend or other distribution upon its capital stock,
      other than a dividend payable in shares of Common Stock, then the Corporation
      shall pay over to the Holder, on the dividend payment date, the cash, stock
      or
      Other Securities and other property which the Holder would have received if
      the
      Holder had exercised this Warrant in full and had been the record holder of
      the
      Warrant Shares represented by this Warrant on the date on which a record is
      taken for the purpose of such dividend, or, if a record is not taken, the date
      as of which the holders of such capital stock of record entitled to such
      dividend are to be determined, provided that,
      in the
      case of a dividend consisting of stock or securities (other than shares of
      Common Stock, Options or Convertible Securities) or other property (except
      cash), the Holder may, at its option, elect that instead, lawful and adequate
      provisions shall be made (including without limitation any necessary reduction
      in the Exercise Price) whereby the Holder shall thereafter have the right to
      receive, upon exercise of this Warrant on the terms and conditions specified
      in
      this Warrant and in addition to the Warrant Shares issuable upon such exercise,
      such shares of stock, securities or property.

     

    (g) Adjustment
      of Number of Shares.
      Upon
      each adjustment in the Exercise Price, the number of Warrant Shares purchasable
      hereunder shall be adjusted to the nearest whole share to the product obtained
      by multiplying the number of Warrant Shares purchasable immediately prior to
      such adjustment in the Exercise Price by a fraction, the numerator of which
      shall be the Exercise Price immediately prior to such adjustment and the
      denominator of which shall be the Exercise Price immediately
      thereafter.

     

    (h) Notice
      of Adjustment.
      Whenever the Exercise Price or the number of Warrant Shares for which this
      Warrant is exercisable shall be adjusted pursuant to this Section 3, the
      Corporation shall deliver a certificate signed by its chief financial officer
      to
      the Holder setting forth, in reasonable detail, the event requiring the
      adjustment, the method by which adjustment was calculated specifying the number
      of Warrant Shares for which this Warrant is now exercisable, and any change
      in
      the Exercise Price.

     

    (i) Notice
      of Certain Corporate Action.
      In case
      the Corporation shall propose to (1) pay any dividend or make any other
      distribution to the holders of its capital stock, (2) offer to the holders
      of
      its capital stock rights to subscribe for or to purchase shares of Common Stock
      or shares of any other class of securities, rights or options, (3) effect any
      reclassification of its capital stock, (4) effect any reorganization, or (5)
      effect any Significant Corporate Event, then, in each such case, the Corporation
      shall give to the Holder a notice of such proposed action, which shall specify
      the date on which a record is to be taken for the purposes of such dividend,
      distribution rights or vote, or the date on which such reclassification,
      reorganization, or Significant Corporate Event is to take place and the date
      of
      participation therein by the holders of capital stock, if any such date is
      to be
      fixed and shall also set forth such facts with respect thereto as shall be
      reasonably necessary to indicate the effect of such action on the capital stock,
      if any, and the number and kind of any other shares of capital stock which
      will
      comprise the Warrant Shares, and the Exercise Price, after giving effect to
      any
      adjustment, if any, which will be required by this Section 3 as a result of
      such
      action. Such notice shall be so given in the case of any action covered by
      clause (1) or (2) above at least 20 days prior to the record date for
      determining holders of the capital stock for purposes of such action, and in
      the
      case of any other such action, at least 30 days prior to the date of the taking
      of such proposed action or the date of participation therein by the holders
      of
      capital stock, whichever shall be the earlier.

     

    
      
        
        

      

      
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    (j) Certain
      Events.
      If any
      event occurs as to which, in the good faith judgment of the Board of Directors
      of the Corporation, the other provisions of this Section 3 are not strictly
      applicable or if strictly applicable would not fairly protect the exercise
      rights of the Holder in accordance with the essential intent and principles
      of
      this Section 3, then the Board of Directors of the Corporation in the good
      faith, reasonable exercise of its business judgment may decrease the Exercise
      Price and/or increase the number of Warrant Shares issuable upon exercise
      hereof, in accordance with such essential intent and principles so as to protect
      such exercise rights as aforesaid.

     

    (k) Purchase
      of Common Stock by Corporation.
      If the
      Corporation at any time while this Warrant is outstanding, directly or
      indirectly, through an affiliate or otherwise, purchases, redeems or acquires
      any shares of Common Stock at a price per share in excess of the then current
      Market Price per share for Common Stock then the Exercise Price shall be
      adjusted to that price determined by multiplying such Exercise Price by a
      fraction, (i) the numerator of which is the number of outstanding shares of
      Common Stock prior to such purchase, redemption or other acquisition minus
      the
      number of shares of Common Stock which the aggregate consideration for the
      total
      number of such shares of Common Stock so purchased, redeemed or acquired would
      have purchased at the current Market Price and (ii) the denominator of which
      is
      the number of outstanding shares of Common Stock after giving effect to such
      purchase, redemption or acquisition.

     

    (l) Computation
      of Consideration.
      For the
      purposes of this Section 3: 

     

    (1) the
      consideration for any shares of Common Stock or any Options or Convertible
      Securities, irrespective of the accounting treatment of such
      consideration,

     

    (i) insofar
      as it consists of cash, shall be computed as the amount of cash received by
      the
      Corporation, and insofar as it consists of securities, the Market Price therefor
      or insofar as it consists of other property, the Fair Market Value thereof,
      as
      of the date immediately preceding such issue, sale, grant, or the record date
      therefor, in each case without deducting any expenses paid or incurred by the
      Corporation, any commissions or compensation paid or concessions or discounts
      allowed to underwriters, dealers or others performing similar services, and
      any
      accrued interest or dividends in connection with such issue or sale,
      and

     

    
      
        
        

      

      
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    (ii) in
      case
      shares of Common Stock or Options or Convertible Securities are or are to be
      issued, sold or granted together with other stock or securities or other assets
      of the Corporation for a consideration which covers both, shall be the
      proportion of such consideration so received, computed as provided in
      subdivision (i) above, allocable to such shares of Common Stock or Options
      or
      Convertible Securities, as the case may be, all as determined by the Board
      of
      Directors of the Corporation in the good faith reasonable exercise of its
      business judgment; and

     

    (2) shares
      of
      Common Stock deemed to have been issued upon the issue, sale, or grant of
      Options or Convertible Securities pursuant to Section 3(b), shall be deemed
      to
      have been issued for a consideration per share of Common Stock determined by
      dividing

     

    (i) the
      total
      amount, if any, received and receivable (or, pursuant to this Section 3(l),
      deemed to have been received) by the Corporation as consideration for the issue,
      sale, or grant of the Options or Convertible Securities in question, plus the
      minimum aggregate amount of additional consideration (as set forth in the
      instruments relating thereto, without regard to any provision contained therein
      for a subsequent adjustment of such consideration) payable to the Corporation
      upon the exercise in full of such Options or the conversion or exchange of
      such
      Convertible Securities or, in the case of Options for Convertible Securities,
      the exercise of such Options for Convertible Securities and the conversion
      or
      exchange of such Convertible Securities, in each case comprising such
      consideration as provided in the foregoing subdivision (1), by

     

    (ii) the
      maximum number of shares of Common Stock (as set forth in the instruments
      relating thereto, without regard to any provision contained therein for a
      subsequent adjustment of such number) issuable upon the exercise of such Options
      or the conversion or exchange of such Convertible Securities.

     

    Section
      4. Certain
      Defined Terms.
      

     

    “Affiliate”
means
      any corporation, partnership, limited liability company, joint venture, trust,
      unincorporated organization or other person which, directly or indirectly,
      controls or is controlled by or is under common control with the Holder.


     

    “Convertible
      Securities”
means
      any evidences of indebtedness, shares of stock, or securities directly or
      indirectly convertible into or exchangeable by their terms for shares of Common
      Stock. 

     

    "Excluded
      Transaction"
      means
      issuances of shares of Common Stock pursuant to options or other convertible
      securities issued to employees, officers or directors, as approved by the
      Corporation’s Board of Directors, so long as such shares are subject to a
      lock-up agreement generally applicable to all officers and directors of the
      Corporation.

     

    “Fair
      Market Value”
means,
      on any relevant date, as to any property, the fair market value as reasonably
      determined by the Board of Directors of the Corporation and reasonably
      acceptable to the Holder, but if the Holder has not so accepted such
      determination of fair market value within 10 business days of the date notice
      of
      such determination by the Board of Directors is delivered to the Holder, then
      as
      determined by an independent investment banking firm selected by the Holder
      and
      reasonably acceptable to the Corporation. If the Fair Market Value as determined
      by such investment banking firm exceeds the Fair Market Value as determined
      by
      the Board of Directors by 10% or more, the cost of the engagement of the
      investment banking firm will be borne by the Corporation.

     

    
      
        
        

      

      
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    “Market
      Price”
means,
      as to any security on any relevant date, the Fair Market Value per share of
      such
      security, or if there shall be a public market for such security, the average
      of
      the daily closing prices for the ten (10) 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 Corporation, (c) if not quoted as described in clause (b),
      the
      mean between the high bid and low asked quotations for the Warrant 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 Corporation. 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.

     

    “Options”
means
      rights, options or warrants to subscribe for, purchase or otherwise acquire
      either Common Stock or Convertible Securities.

     

    “Other
      Securities”
means
      any capital stock (other than Common Stock) and any other securities of the
      Corporation or any other person (corporate or otherwise) which the Holder at
      any
      time shall be entitled to receive, or shall have received, upon the exercise
      or
      partial exercise of this Warrant, in lieu of or in addition to shares of Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of shares of Common Stock or Other Securities
      pursuant to Section 3 or otherwise.

     

    “Significant
      Corporate Event”
means
      any sale, transfer or lease of all or substantially all of the Corporation’s
      assets, a merger or consolidation involving the Corporation, the repurchase
      by
      the Corporation of more than 10% of the Corporation’s capital stock, liquidation
      or dissolution of the Corporation.

     

    Section
      5. Representations,
      Warranties and Covenants as to Stock.
      The
      Corporation represents and warrants to the Holder that (i) all shares of Common
      Stock which may be issued upon the exercise of this Warrant will, upon issuance,
      be duly authorized, validly issued, fully paid and nonassessable, with no
      personal liability attaching to the ownership thereof, and free from all taxes,
      liens and charges with respect to the issuance thereof (ii) the Corporation
      is
      duly organized, validly existing and in good standing under the laws of the
      State of Nevada, has all requisite power to carry on its business as presently
      being conducted, and is qualified to do business and is in good standing in
      every jurisdiction in which the failure so to qualify or to be in good standing
      could have a material adverse effect on the Corporation, (iii) the Corporation
      has all requisite power and authority to execute and deliver this Warrant and
      to
      perform its obligations hereunder, (iv) this Warrant has been duly authorized
      by
      all necessary corporate action on the part of the Corporation, has been duly
      executed and delivered by the Corporation and constitutes the valid and legally
      binding obligation of the Corporation enforceable in accordance with its terms,
      (v) the execution, delivery and performance of this Warrant by the Corporation
      have not violated and shall not violate any law, rule or regulation to which
      the
      Corporation is subject, the certificate of incorporation or by-laws of the
      Corporation or any material agreement to which the Corporation is a party or
      by
      which it is bound, (vi) the authorized capital stock of the Corporation consists
      of 900,000,000 shares and (vii) except as set forth on Schedule 5 hereto, there
      are no outstanding warrants, options, agreements, convertible securities or
      other commitments pursuant to which the Corporation is or may become obligated
      to issue or sell any shares of its capital stock or other securities, and no
      preemptive rights or similar rights to purchase or otherwise acquire shares
      of
      the capital stock or other securities of the Corporation exist. The Corporation
      covenants to the Holder that it will (a) from time to time take all such action
      as may be required to assure that the stated or par value per share of the
      Common Stock is at all times no greater than the then effective Exercise Price
      and (b) not amend or modify any provision of its Articles of Incorporation
      or
      by-laws in any manner that would adversely affect in any way the powers,
      preferences or relative participating, optional or other special rights of
      the
      Common Stock or the rights of the Holder of any Warrants. The Corporation
      further covenants and agrees that the Corporation will take all such action
      as
      may be required to assure that the Corporation shall at all times have
      authorized and reserved, free from preemptive rights, a sufficient number of
      shares of its Common Stock to provide for the exercise of this Warrant in full.
      If any shares of Common Stock reserved for the purpose of issuance upon the
      exercise of this Warrant require registration with or approval of any
      governmental authority under any Federal or state law before such shares may
      be
      validly issued or delivered upon exercise, then the Corporation shall at its
      expense in good faith and as expeditiously as possible endeavor to secure such
      registration or approval, as the case may be. 

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    Section
      6. Purchase
      Rights.
      If at
      any time the Corporation grants, issues or sells any Options, Convertible
      Securities, Other Securities or any shares of any capital stock, or rights
      to
      purchase stock, warrants, securities or other property pro rata to the record
      holders of Common Stock (the "Purchase Rights"), then the Holder shall be
      entitled to acquire, upon the terms applicable to such Purchase Rights, the
      aggregate Purchase Rights which the Holder could have acquired if the Holder
      had
      held the number of shares of Common Stock acquirable upon complete exercise
      of
      this Warrant immediately before the date on which a record is taken for the
      grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
      the date as of which the person or the record holders of Common Stock are to
      be
      determined for the grant, issue or sale of such Purchase Rights. For the
      avoidance of doubt, the foregoing is intended to include, without limitation,
      a
      preemption right in favor of the Holder with respect to any issuance of equity
      securities by the Corporation by which the Holder will have the right, but
      not
      the obligation, to maintain its respective proportionate share of ownership
      interest in the Corporation through the purchase of additional shares in the
      new
      issuance on the terms and conditions in such issuance. The terms of this Section
      6 shall expire at the end of the Exercise Period. 

     

    Section
      7. No
      Shareholder Rights.
      This
      Warrant shall not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Corporation.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    Section
      8. Restrictions
      on Transfer.
      Subject
      to applicable securities laws this Warrant, the Warrant Shares and all rights
      hereunder are transferable to any Affiliate of the Holder, in whole or in part,
      and from time to time, upon (i) surrender of this Warrant properly endorsed,
      and
      (ii) delivery of a notice of transfer in the form of Exhibit B by the Holder
      of
      its duly authorized attorney at the office of the Corporation, the Corporation
      will at its expense issue to or upon the order of the Holder a new Warrant
      or
      Warrants of like tenor in the name of such Holder or as such Holder may direct.
      Each transferee and holder of this Warrant, by accepting or holding the same,
      consents that this Warrant, when endorsed, in blank, shall be deemed negotiable,
      and, when so endorsed, the holder hereof shall be treated by the Corporation
      and
      all other persons dealing with this Warrant as the absolute owner hereof for
      any
      purposes and as the person entitled to exercise the rights represented by this
      Warrant, or to the transfer hereof on the books of the Corporation, any notice
      to the contrary notwithstanding; provided, however, that until each such
      transfer is recorded on such books, the Corporation may treat the registered
      holder hereof as the owner hereof for all purposes. Until such time as it is
      no
      longer required under the Act, the certificates representing the Warrant Shares
      shall bear the following legend:

     

    “The
      shares of Stock represented by this certificate have not been registered under
      the Securities Act of 1933, as amended (the “Act”), and may not be sold or
      transferred in the absence of an effective registration statement under the
      Act
      or an opinion of counsel in form satisfactory to the Corporation that such
      registration is not required under the Act.”

     

    Section
      9. Lost,
      Stolen, Mutilated or Destroyed Warrant.
      If this
      Warrant is lost, stolen, mutilated or destroyed, the Corporation shall at its
      expense (upon delivery of an indemnity agreement reasonably satisfactory in
      the
      Corporation and, in the case of a mutilated Warrant, surrender thereof), issue
      a
      new Warrant of like denomination and tenor as the Warrant so lost, stolen,
      mutilated or destroyed. Any such new Warrant shall constitute an original
      contractual obligation of the Corporation, whether or not the allegedly lost,
      stolen, mutilated or destroyed Warrant shall be at any time enforceable by
      anyone.

     

    Section
      10. Notices.
      All
      notices or other communications which are required or permitted hereunder shall
      be in writing and sufficient if delivered personally or sent by recognized
      overnight courier, prepaid, addressed as follows:

     

    
      	
              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

            
	 	 
	
              If
                to the Holder, at:

            	
              Professional
                Offshore Opportunity

            
	
            	
              Fund
                Ltd.

            
	 	
              c/o
                Professional Traders Management, LLC

            
	 	
              1400
                Old Country Road, Suite 206

            
	 	
              Westbury,
                NY 11590

            
	 	
              Attention:
                Howard Berger

            


    

    


    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other party in writing in accordance herewith.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    Section
      11. Remedies.
      The
      Corporation stipulates that the remedies at law of the Holder of this Warrant
      in
      the event of a default or threatened default by the Corporation in the
      performance of or compliance with any of the terms of this Warrant are not
      and
      will not be adequate and that, to the fullest extent permitted by law, such
      terms may be specifically enforced by a decree for the specific performance
      of
      any agreement contained herein or by an injunction against a violation of any
      of
      the terms hereof or otherwise.

     

    Section
      12. Successors
      and Assigns.
      This
      Warrant and the rights evidenced hereby shall inure to the benefit of and be
      binding upon the successors and assigns of the Corporation, the Holder hereof
      and (to the extent provided herein) the holders of Warrant Shares issued
      pursuant hereto, and shall be enforceable by any such Holder or
      holders.

     

    Section
      13. Modification
      and Severability.
      If, in
      any action before any court or agency legally empowered to enforce any provision
      contained herein, any provision hereof is found to be unenforceable, then such
      provision shall be deemed modified to the extent necessary to make it
      enforceable by such court or agency. If any such provision is not enforceable
      as
      set forth in the preceding sentence, the unenforceability of such provision
      shall not affect the other provisions of this Warrant, but this Warrant shall
      be
      construed as if such unenforceable provision had never been contained
      herein.

     

    Section
      14. Governing
      Law.
      The
      construction, validity, interpretation and enforcement of this Warrant shall
      be
      governed by the laws of the State of New York (without giving effect to any
      laws
      or rules relating to conflicts of laws that would cause the application of
      the
      laws of any jurisdiction other than the State of New York).

     

    Section
      15. Headings.
      The
      headings of the various sections contained in this Warrant have been inserted
      for convenience of reference only and should not be deemed to be a part of
      this
      Warrant.

     

    IN
      WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by
      its
      duly authorized officer as of the date first written above.

    
      	 	 	 
	 	
              FUTURE
                NOW GROUP, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            


    

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    FORM
      OF
      NOTICE OF ELECTION TO EXERCISE

    [To
      be
      executed only upon exercise

    of
      the
      Warrant to which this form is attached]

    


    To
      FUTURE
      NOW GROUP, INC.:

    


    The
      undersigned, the holder of the Warrant to which this form is attached, hereby
      irrevocably elects to exercise the right represented by such Warrant to purchase
                
      shares
      of Common Stock of FUTURE NOW GROUP, INC., and herewith either [circle (a)
      or
      (b)]: (a) tenders the aggregate payment of $_________ in the form of cash,
      wire
      transfer funds, check or (b) elects to exercise its right to acquire the Common
      Stock without any payment of funds as provided in Section 2 of the Warrant.
      The
      undersigned requests that a certificate for such shares be issued in the name
      of
                                    ,
      whose
      address is __________________, and that such certificate be delivered to
      ______________________, whose address is
      ________________________________________.

     

    If
      such
      number of shares is less than all of the shares purchasable under the Warrant,
      the undersigned requests that a new Warrant, of like tenor as the Warrant to
      which this form is attached, representing the right to purchase the remaining
      balance of the shares purchasable under such current Warrant be registered
      in
      the name of __________________, whose address is
      _____________________________________, and that such new Warrant be delivered
      to
      __________________, whose address is
      __________________________________________.

     

    
      	
              Signature:

            	
               

            
	 	
              (Signature
                must conform in all respects to 

              the
                name of the holder of the Warrant as 

              specified
                on the face of the Warrant)

            


    

     

    Date:
      _______________


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    FORM
      OF
      NOTICE OF TRANSFER

    [To
      be
      executed only upon transfer

    of
      the
      Warrant to which this form is attached]

    


    For
      value
      received, the undersigned hereby sells, assigns and transfers unto
      ____________________________ all of the rights represented by the Warrant to
      which this form is attached to purchase _________________________ shares of
      Common Stock of FUTURE NOW GROUP, INC. (the “Corporation”), to which such
      Warrant relates, and appoints _________________________ as its attorney to
      transfer such right on the books of the Corporation, with full power of
      substitution in the premises.

     

    
      	
              Signature:

            	
               

            
	 	
              (Signature
                must conform in all respects to 

              the
                name of the holder of the Warrant as 

              specified
                on the face of the Warrant)

            
	 	 
	
              Address:

            	
               

            


    

     


    
      
        Date: ____________________

         

        Signed
          in
          the presence of:

         

        
          
            
            

          

          
            -13-