NEITHER
      THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE
      BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES")
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY
      STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY
      INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED: (i) IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
      1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (ii) IN THE
ABSENCE
      OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE
      ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT
      OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE
      144 UNDER THE 1933 ACT.


     

    CONVERTIBLE
      NOTE

     

    Brooklyn,
      New York

     

    
      	
              _____
                , 2007
                (the "Issuance
                Date")

            	
               $
                _____________

            


    

     

    FOR
      VALUE RECEIVED, Future
      Now, Inc., a Delaware corporation (the "Company"),
      hereby promises to pay to the order of
      or
      registered assigns (the "Holder") the principal
      amount of ___________ and
      No/100 Dollars on __, 2010 (the "Maturity Date"), and
      to
      pay interest on the unpaid principal balance hereof at the rate of Ten and
1⁄2
percent (10.5%) per annum from the
      Issuance Date in accordance with the terms hereof or otherwise. The principal
      balance of this Note shall be
      payable pursuant to Paragraph 1. Interest on this Note shall accrue and be
      payable pursuant to Paragraph 1.
      Each
      capitalized term used herein, and not otherwise defined, shall have the meaning
      ascribed thereto in the
      Subscription Agreement, dated between
      the Company and the Holder (the "Subscription
      Document"),
      pursuant
      to which this convertible note (the "Note") was originally issued. The
term
      "Note" and all reference thereto, as used throughout this instrument, shall
      mean
      this instrument as originally
      executed, or if later amended or supplemented, then as so amended or
      supplemented. This Note and
      the
      Other Notes (as hereinafter defined) issued by the Company on the Issuance
      Date
      pursuant to Subscription
      Documents executed by the Company and purchasers of the Other Notes
      (collectively, the
      "Subscription
      Documents") are
      collectively referred to in this Note as the "Notes."

     

    1.
      Payments
      of Principal and Interest. 

     

    (a)  Payment
      of Principal.
      The
      principal balance of this Note shall be paid to the Holder hereof
      on
      the Maturity Date. The Company shall not prematurely pay or prepay any
      outstanding principal balance
      to the Holder.

     

    (b)  Payment
      of Interest.
      Interest on the unpaid principal balance of this Note shall accrue at a rate
      of
      Ten and 1⁄2 percent (10.5%) per annum commencing on the Issuance Date. Interest
      shall be computed on the
      basis
      of a 365-day year and actual days elapsed. Interest shall be due and payable
      semi-annually (“Payment
      Date”),
      in
      arrears, with first payment due six months from Issuance date. Payment will
      be
      made to the Holder within thirty days following a Payment Date

     

    (c)  Default
      Interest.
      Any
      amount of principal or interest on this Note which is not paid when
      due
      shall bear interest at the rate of eighteen percent (18%) per annum from the
      date thereof until the same
      is
      paid ("Default
      Interest") and
      the
      Holder, at the Holder's sole discretion, may include any accrued but
      unpaid Default Interest in the Conversion Amount.

     

     (d)
      General
      Payment Provisions.
      All
      payments of principal and interest on this Note shall
      be
      made in lawful money of the United States of America by check to such account
      as
      the Holder may from
      time
      to time designate by written notice to the Company in accordance with the
      provisions of this Note. Whenever
      any amount expressed to be due by the terms of this Note is due on any day
      which
      is not a Business
      Day (as defined below), the same shall instead be due on the next succeeding
      day
      which is a Business
      Day and, in the case of any interest payment date which is not the date on
      which
      this Note is paid in full, the extension of the due date thereof shall not
      be
      taken into account for purposes of determining the amount
      of
      interest due on such date. For purposes of this Note, "Business
      Day"
      shall
      mean any day other than
      a
      Saturday, Sunday or a day on which commercial banks in the State of New York
      are
      authorized or required by
      law or
      executive order to remain closed.

     

    2.
      Conversion
      of Note.
      At any
      time prior to the Maturity Date, this Note shall be convertible into
      shares of the Company's common stock, par value $.001 per share (the
"Common
      Stock"),
      on
      the terms and
      conditions set forth in this Paragraph 2.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (a)  Certain
      Defined Terms. For
      purposes of this Note, the following terms shall have the
      following meanings:

     

    (1)  "Conversion
      Amount" means
      the
      sum of (A) the principal amount of this Note
      to
      be converted with respect to which this determination is being made, (B) accrued
      and unpaid interest,
      if so included at the Holder's sole discretion, and (C) Default Interest, if
      any, on unpaid interest and principal, if so included at the Holder's sole
      discretion.

    


    (2)  "Conversion
      Price" means
      the
      lower of (i) the price per share issued in a Qualified Financing or Acquisition,
      both as defined below, at a 20% discount, or (ii) $3.25.

    


    (3)  “Other
      Notes" means
      the
      convertible notes, other than this Note, issued by the
      Company pursuant to Subscription Documents.

     

    (4)  "Person"
      means
      an
      individual, a limited liability company, a partnership, a
      joint
      venture, a corporation, a trust, an unincorporated organization and a government
      or any department or agency thereof.

     

    (b)
      Holder's
      Conversion Right.
      Unless
      otherwise converted, the Notes shall be redeemed at the earlier of either (i)
      three years from the Issuance Date, or; (ii) the date upon which the Company
      completes the sale of Common Stock (or like security, including convertible
      debt
      instruments) for aggregate proceeds of at least Two Million Five Hundred
      Thousand and No/100 Dollars ($2,500,000) (the “Qualified Financing”), or; (iii)
      the closing of a material acquisition of the Company, and Change of Control,
      as
      defined, whether by merger, recapitalization, sale of assets or other similar
      material transaction (an “Acquisition”). Change of Control shall mean the sale
      and/or transfer of in excess of 50% of then outstanding voting stock of the
      Company in a transaction, Acquisition or Qualified Financing.

     

    At
      the
      Note holder’s option, all, or a portion of the principal, accrued interest, and
      if applicable Default Interest on the Notes may be converted into shares of
      the
      Company’s Common Stock along with a Qualified Financing or Acquisition at the
      Conversion Price noted above or at any point through the delivery of the
      Conversion Notice provided under Exhibit I.

     

    The
      Holder shall be required to request conversions in increments of $1,000
      or
      more. The Company shall not issue any fraction of a share of Common Stock upon
      any conversion; if
      such
      issuance would result in the issuance of a fraction of a share of Common Stock,
      the Company shall round such fraction of a share of Common Stock up to the
      nearest whole share. 

     

    (c)
      Note
      Redemption Feature.
      This
      Note
      also contains an automatic principal Redemption Feature which requires the
      Company to escrow three and one-half percent (3.5%) of its gross revenues in
      a
      separate bank account (“Redemption Funds”) and redeem this Note on a semi-annual
      basis (“Measurement Period”) until such time that the total principal has been
      repaid. The first payment due under this Redemption Feature will be for the
      measurement period of April 1, 2007 through March 31, 2008. The initial payment
      will be payable pro-rata to the Holders on or before May 1, 2008 and be paid
      out
      prorata to Holders of record on a basis of the percentage of a Holder’s
      individual Note balance to the total outstanding Notes. Thereafter, the
      Redemption Funds will be distributed pro-rata among the holders of the Notes
      within thirty (30) business days after the end of each semi-annual Measurement
      Period. Until such a time that the Principal, Interest and, if applicable,
      Default Interest due under the Notes is fully repaid, the total Redemption
      Funds
      will be paid out for each Measurement Period, irrespective of the aggregate
      amount of Notes issue under the Subscription Documents. 

     

    (d)
      Conversion Amount of this Note pursuant to Paragraph 2.(b) shall be determined
      according to the following formula (the "Conversion
      Rate"):

     

    Conversion
      Amount

     

    Conversion
      Price

     

    The
      number of shares into which the Notes are convertible will equal the quotient
      of
      the converted principal and interest divided by the lower of (i) the price
      per
      share issued in a Qualified Financing or Acquisition at a twenty percent (20%)
      discount, or (ii) $3.25 (item (i) or (ii), the “Conversion Price”).

    


    (e) Mechanics
      of Conversion. The
      conversion of this Note shall be conducted in the following manner:

     

    (1)  Holder's
      Delivery Requirements. To
      convert this Note into shares of Common Stock on any date set forth in the
      Conversion Notice by the Holder (the "Conversion Date"), the Holder hereof
      shall
      (A) transmit by facsimile (or otherwise deliver), for receipt on or prior
      to
      11:59 p.m., Eastern Time on such date, a copy of a fully executed notice of
      conversion in the form
      attached hereto as Exhibit I (the "Conversion
      Notice")
      to the
      Company; and (B) surrender
      to a common carrier for delivery to the Company as soon as practicable following
      the date of
      the
      Conversion Notice original of the Note being converted.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (2)  Company's
      Response. Upon
      receipt by the Company of a copy of a Conversion Notice, the Company shall
      as
      soon as practicable, but in no event later than five (5) Business Days after
      receipt of such Conversion Notice, send, via facsimile and overnight courier,
      a
      confirmation of receipt of such Conversion Notice (the "Conversion
      Confirmation") to
      such
      Holder indicating that the Company will process such Conversion Notice in
      accordance with the terms
      herein. Within fifteen (15) Business Days after the date of the Conversion
      Confirmation, the Company
      shall issue and surrender to a common carrier for delivery to the address as
      specified in the Conversion
      Notice, a certificate, registered in the name of the Holder, for the number
      of
      shares of Common Stock to which the Holder shall be entitled. If less than
      the
      full principal amount of this Note is submitted for conversion, then the Company
      shall within fifteen (15) Business Days after receipt of the Note and at its
      own
      expense, issue and deliver to the Holder a new Note for the outstanding
      principal amount not so converted; provided that such new Note shall be
      substantially in the same form as this Note.

     

    (3)  Record
      Holder. The
      person or persons entitled to receive the shares of Common
      Stock issuable upon a conversion of this Note shall be treated for all purposes
      as the record holder
      or
      holders of such shares of Common Stock on the Conversion Date.

     

    (f)   Taxes.
      The
      Company shall pay any and all taxes that may be payable with respect
to
      the
      issuance and delivery of Common Stock upon the conversion of Notes.

     

    (g)  Adjustments
      to Conversion Price. If
      the
      Company at any time subdivides (by any stock
      split, stock dividend, recapitalization or otherwise) one or more classes of
      its
      outstanding shares of Common Stock into a greater number of shares, the
      Conversion Price in effect immediately prior to such subdivision will be
      proportionately reduced. If the Company at any time combines (by combination,
      reverse
      stock split or otherwise) one or more classes of its outstanding shares of
      Common Stock into a smaller number
      of
      shares, the Conversion Price in effect immediately prior to such combination
      will be proportionately increased.

     

    3. Other
      Rights of Holders.

     

    (a)
      Reorganization,
      Reclassification, Consolidation, Merger or Sale.
      Any
recapitalization,
      reorganization, reclassification, consolidation, merger, sale of all or
      substantially all of the Company's
      assets to another Person or other transaction which is effected in such a way
      that holders of Common Stock are entitled to receive (either directly or upon
      subsequent liquidation) stock, securities or assets with respect to or in
      exchange for Common Stock is referred to herein as "Organic
      Change." Prior
      to
      the
      consummation of any (i) Organic Change or (ii) other Organic Change following
      which the Company is
      not a
      surviving entity, the Company will secure from the Person purchasing such assets
      or the successor resulting
      from such Organic Change (in each case, the "Acquiring
      Entity")
      a
      written agreement (in form and substance
      reasonably satisfactory to the holders of a majority of the Notes then
      outstanding) to deliver to each Holder
      in
      exchange for this Note, a security of the Acquiring Entity evidenced by a
      written instrument substantially similar in form and substance to this Note,
      and
      reasonably satisfactory to the Holders of a majority of the Conversion Amount
      of
      the Notes then outstanding. Prior to the consummation of any other Organic
      Change, the Company shall make appropriate provision (in form and substance
      reasonably satisfactory
      to the Holders of a majority of the Conversion Amount of the Notes then
      outstanding) to ensure that
      each
      of the Holders will thereafter have the right to acquire and receive in lieu
      of
      or in addition to (as the case
      may
      be) the shares of Common Stock immediately theretofore acquirable and receivable
      upon the conversion of such Holder's Note, such shares of stock, securities
      or
      assets that would have been issued or payable
      in such Organic Change with respect to or in exchange for the number of shares
      of Common Stock which would have been acquirable and receivable upon the
      conversion of such Holder's Note as of the date of
      such
      Organic Change (without taking into account any limitations or restrictions
      on
      the convertibility of the Note).

     

    4.  Out
      of
      State Execution. The
      Company and the Holder hereby acknowledge that this Note maybe
      executed by the Company outside the State of New York and delivered to Holder
      outside the State of New
      York.
      Further, the Holder acknowledges that the Holder may take possession and custody
      of the Note outside the
      State
      of New York.

     

    5.  Reservation
      of Shares. The
      Company shall at all times, so long as any principal amount of the
      Notes
      is outstanding, reserve and keep available out of its authorized and unissued
      Common Stock, solely for
      the
      purpose of effecting the conversion of the Notes, such number of shares of
      Common Stock as shall at
      all
      times be sufficient to effect the conversion of all of the principal amount
      of
      the Notes then outstanding; provided
      that the number of shares of Common Stock so reserved shall at no time be less
      than one hundred ten percent (110%) of the number of shares of Common Stock
      for
      which the principal amount of the Notes are at any time convertible. The initial
      number of shares of Common Stock reserved for conversions of the Notes
      and
      each increase in the number of shares so reserved shall be allocated pro rata
      among the Holders of the Notes based on the principal amount of the Notes held
      by each Holder at the time of issuance of the Notes or increase in the number
      of
      reserved shares, as the case may be. In the event a Holder shall sell or
      otherwise transfer any of such Holder's Notes, each transferee shall be
      allocated a pro rata portion of the number of reserved shares of Common Stock
      reserved for such transferor. Any shares of Common Stock reserved and allocated
      to any Person which ceases to hold any Notes shall be allocated to the remaining
      Holders, pro rata based on the principal amount of the Notes then held by such
      Holders.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6.  Voting
      Rights. Holders
      shall have no voting rights, except as required by law, including but
not
      limited to the New York Business Corporation Act and as expressly provided
      in
      this Note.

     

    7.  Reissuance
      of Note. In
      the
      event of a conversion or redemption pursuant to this Note of less than
      all
      of the Conversion Amount represented by this Note, the Company shall promptly
      cause to be issued and
      delivered to the Holder, upon tender by the Holder of the Note converted or
      redeemed, a new note of like tenor
      representing the remaining principal amount of this Note which has not been
      so
      converted or redeemed and
      which
      is in substantially the same form as this Note.

     

    8.  Defaults
      and Remedies.

     

    (a)
      Events
      of Default.
      An
"Event
      of Default" is:
      (i)
      default for thirty (30) days in
      payment of interest or Default Interest on this Note; (ii) default in payment
      of
      the principal amount of this Note
      when
      due; (iii) failure by the Company for thirty (30) days after notice to it to
      comply with any other material provision of this Note; (iv) if the Company
      pursuant to or within the meaning of any Bankruptcy Law; (A) commences a
      voluntary case; (B) consents to the entry of an order for relief against it
      in
      an involuntary case; (C) consents to the appointment of a Custodian of it or
      for
      all or substantially all of its property; (D) makes a general assignment for
      the
      benefit of its creditors; or (E) admits in writing that it is generally
      unable to pay its debts as the same become due; or (vi) a court of competent
      jurisdiction enters an order
      or
      decree under any Bankruptcy Law that: (I) is for relief against the Company
      in
      an involuntary case; (2)
      appoints a Custodian of the Company or for all or substantially all of its
      property; or (3) orders the liquidation of the Company or any subsidiary, and
      the order or decree remains unstayed and in effect for thirty
      (30) days. The Term "Bankruptcy
      Law"
      means
      Title I 1 , U.S. Code, or any similar Federal or State Law
      for
      the relief of debtors. The term "Custodian" means any receiver, trustee,
      assignee, liquidator or similar official under any Bankruptcy Law.

     

    (b)
      Remedies.
      If
      an
      Event of Default occurs and is continuing, the Holder of this Note may
      declare all of this Note, including any interest and Default Interest and other
      amounts due, to be due and payable
      immediately.

     

    9.  Vote
      to Change the Terms of this Note. This
      Note
      and any provision hereof may only be amended by an instrument in writing signed
      by the Company and holders of a majority of the aggregate Conversion Amount
      of
      the Notes then outstanding.

     

    10.  Lost
      or Stolen Note. Upon
      receipt by the Company of evidence satisfactory to the Company of
      the
      loss, theft, destruction or mutilation of this Note, and, in the case of loss,
      theft or destruction, of an indemnification
      undertaking by the Holder to the Company in a form reasonably acceptable to
      the
      Company and,
      in
      the case of mutilation, upon surrender and cancellation of the Notes, the
      Company shall execute and deliver
      a
      new Note of like tenor and date and in substantially the same form as this
      Note;
      provided, however, the
      Company shall not be obligated to re-issue a Note if the Holder
      contemporaneously requests the Company to
      convert such remaining principal amount into Common Stock.

     

    11.  Payment
      of Collection, Enforcement and Other Costs. If:
      (i)
      this Note is placed in the hands of
      an
      attorney for collection or enforcement or is collected or enforced through
      any
      legal proceeding; or (ii) an
      attorney is retained to represent the Holder of this Note in any bankruptcy,
      reorganization, receivership or
      other
      proceedings affecting creditors' rights and involving a claim under this Note,
      then the Company shall pay
      to
      the Holder all reasonable attorneys' fees, costs and expenses incurred in
      connection therewith, in addition to all other amounts due
      hereunder.

     

    12.  Cancellation.
      After
      all
      principal and accrued interest at any time owed on this Note has been
paid
      in
      full, this Note shall automatically be deemed canceled, shall be surrendered
      to
      the Company for cancellation and shall not be reissued.

     

    13.  Waiver
      of Notice. To
      the
      extent permitted by law, the Company hereby waives demand, notice,
      protest and all other demands and notices in connection with the delivery,
      acceptance, performance, default
      or enforcement of this Note.

     

    14.  Governing
      Law. This
      Note
      shall be construed and enforced in accordance with, and all questions
      concerning the construction, validity, interpretation and performance of this
      Note shall be governed by,
      the
      laws of the State of New York, without giving effect to provisions thereof
      regarding conflict of laws. Each
      party hereby irrevocably submits to the non-exclusive jurisdiction of the state
      and federal courts sitting in
      Kings
      County, New York, for the adjudication of any dispute hereunder or in connection
      herewith or with
      any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to
      assert
      in any suit, action or proceeding, any claim that it is not personally subject
      to the jurisdiction of any such court, that such suit, action or proceeding
      is
      brought in an inconvenient forum or that the venue of such suit, action or
      proceeding is improper. Each party hereby irrevocably waives personal service
      of
      process and consents
      to process being served in any such suit, action or proceeding by sending by
      certified mail or overnight
      courier a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees
      that such service shall constitute good and sufficient service of process and
      notice thereof. Nothing contained
      herein shall be deemed to limit in any way any right to serve process in any
      manner permitted by law.
      EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
      NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
      OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    15.  Remedies,
      Characterizations, Other Obligations, Breaches and Injunctive Relief.
The
      remedies
      provided in this Note shall be cumulative and in addition to all other remedies
      available under this Note,
      at
      law or in equity (including a decree of specific performance and/or other
      injunctive relief), and no remedy
      contained herein shall be deemed a waiver of compliance with the provisions
      giving rise to such remedy and nothing herein shall limit a Holder's right
      to
      pursue actual damages for any failure by the Company
      to comply with the terms of this Note. The Company covenants to each Holder
      of
      Notes that there shall be no characterization concerning this instrument other
      than as expressly provided herein. Amounts set forth or provided for herein
      with
      respect to payments, conversion and the like (and the computation thereof)
      shall
      be the amounts to be received by the Holder thereof and shall not, except as
      expressly provided herein, be
      subject to any other obligation of the Company (or the performance
      thereof).

     

    16.  Specific
      Shall Not Limit General; Construction. No
      specific provision contained in this Note shall
      limit or modify any more general provision contained herein. This Note shall
      be
      deemed to be jointly drafted by the Company and all Holders and shall not be
      construed against any person as the drafter hereof.

     

    17.  Failure
      or Indulgence Not Waiver. No
      failure or delay on the part of this Note in the exercise of
      any
      power, right or privilege hereunder shall operate as a waiver thereof, nor
      shall
      any single or partial exercise
      of any such power, right or privilege preclude other or further exercise thereof
      or of any other right, power
      or
      privilege. 

     

    18.  Registration
      Rights.
      The
      Holder shall have such registration rights with respect to the number of shares
      of Common Stock issuable upon exercise of the Conversion of the Note (the
      "Registrable Securities") as is set forth in the Registration Rights Agreement
      among the Company and the Holder. 

     

    IN
      WITNESS WHEREOF, the
      Company has caused this Note to be signed by Jeffrey Eisenberg, its Chief
      Executive Officer,
      on and
      as of the Issuance Date.

     

      	 	 	 	Future
              Now, Inc.
	 	 	 	 
	 	 	 	 
	
            	 	 	
              

              Jeffrey
                Eisenberg, CEO

            
	
            	 	 	
            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I:
      CONVERSION
      NOTICE

     

    Reference
      is made to the Convertible Note issued by Future Now Inc. (the "Note"). In
      accordance with and pursuant to the Note, the undersigned hereby elects to
      convert a portion or all of the principal
      balance of the Note, indicated below into shares of Common Stock, par value
      $.001 per share (the "Common
      Stock"), of the Company, by tendering the Note specified below as of the date
      specified below.

    

      
        	
                Date
                  of Conversion:

              	 
	
                Aggregate
                  Principal Amount to be converted:

              	 
	
                No(s).
                  of Note to be converted:

              	 
	 	 
	
                Please
                  confirm the following information:

              	 
	 	 
	
                Conversion
                  Amount:

              	 
	
                Conversion
                  Price:

              	 
	
                Number
                  of shares of Common Stock to be issued:

              	 


      

    

     

    Please
      issue the Common Stock into which the Note is being converted in the name of
      the
      Holder of the Note and
      to
      the following address:

     

    
      	
               

            	 

	
              Telephone
                Number: Facsimile
                Number:

            	 



    

     

    Authorization:

    
      	 	 	 
	
            	By:  	
            
	 	
              Title:

            	
              
                

              

               

            
	 	
              
                

              

               

            


    

    
      	
               

            	 



    

    Dated:

     

    Please
      issue a new Note(s) for the outstanding principal balance in the name of the
      Holder and to the following
      address: 

     

    
      

    

     

    
      	
              
                
                  Outstanding
                    Principal Balance:

                

              

            	 	   	 

	
              Telephone
                No.: Facsimile No.: Authorization:

            	 	  	 

	
               

            	 	  	 

	 	 	  	 

	 	 	 	 
	 	 	By:
              	 

	 	
            	Title:	
              
                

              

               

            
	 	
            	 
	
              
                

              

               

            


    

     

    Dated:


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    WARRANT
      AGREEMENT

     

    WARRANT
      AGREEMENT (the "Convertible Note Warrant Agreement"), dated as of this
_
      day
      of ____,
      2007
      (the
      "Effective Date"), by and among Future Now, Inc., a Delaware corporation
      (the "Company"), and the investors signatory hereto (collectively, the “Warrant
      holders" and each, a
      "Warrant holder").

     

    Each
      of
      the Warrant holders have executed a Subscription Agreement (each, a "Convertible
      Note") for the purchase of Convertible Note Units (as defined therein)
      consisting of
      a
      convertible note (the "Convertible Note") and warrants to purchase shares of
      the
      Company common stock, par value $.001 (the "Common Stock"). This Convertible
      Note Warrant Agreement is being executed in connection with the purchase of
      the
      Convertible Note Units.

     

    Capitalized
      terms used herein but not otherwise defined shall have the meanings ascribed
      to
      them in the
      Subscription Agreement. In addition, certain capitalized terms used herein
      are
      defined in Paragraph 13.

     

    In
      consideration of the parties mutual covenants and agreements contained herein
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto hereby
      agree as follows:

    


    1.  Issuance
      of Warrant.

    


    (a)  The
      Company hereby issues and grants to each Warrant holder warrants (a "Convertible
      Note Warrant") to purchase shares of Common Stock in an amount equal to
the
      product obtained by multiplying (x) the Principal Amount (as such term is
      defined in the certain Convertible
      Note executed as of an even date herewith) of the Convertible Note by thirty-two
      percent (32%). The Common Stock issuable
      upon exercise of the Convertible Note Warrants being collectively referred
      to
      herein as the "Warrant Shares." Each Convertible Note Warrant shall entitle
      the
      holder thereof, subject to the satisfaction of the conditions to exercise set
      forth in Paragraph 7 of this Convertible Note Warrant Agreement,
      to purchase, on or prior to 5:00 p.m., New York City time, on ___,
      20__,
      (the
"Warrant
      Expiration Date") that number of Warrant Shares equal to the quotient obtained
      by multiplying one (1) by the number of Convertible Note Warrants granted
      pursuant hereto. If not sooner expired pursuant to
      the
      terms hereof, the Convertible Note Warrants, and any and all rights of exercise
      thereof, shall expire on the Warrant Expiration Date, The Warrant Shares
      issuable under this Convertible Note Warrant Agreement and the Exercise Price
      are subject to adjustment pursuant to Paragraph 8 of this Convertible Note
      Warrant Agreement.

     

    (b)  Subject
      to the adjustments contained in Paragraph 8, the "Exercise Price" per Warrant
      Share shall be seventy-five cents ($0.75).

     

    2.
       Form
      of Warrant Certificates.
      Within
      twenty one (21) business days after the Closing (as defined
      in the Convertible Note), with respect to each respective Warrant holder, the
      Company shall cause to be executed and delivered to such Warrant holder one
      or
      more certificates evidencing the Convertible Note Warrants (the "Warrant
      Certificates") to which such Warrant
      holder is entitled. Each Warrant Certificate delivered hereunder shall be
      substantially in the form set forth
      in
      Exhibit 1 attached hereto and may have such letters, numbers or other
      identification marks and legends,
      summaries or endorsements printed thereon as the Company may deem appropriate
      (provided same are not inconsistent with the terms of this Convertible Note
      Warrant Agreement) or as may be required by
      applicable law, rule or regulation. Each Warrant Certificate shall be dated
      as
      of the Effective Date (first defined above).

     

    3.
      Execution
      of Warrant Certificates.

     

    (a)  Each
      Warrant Certificate delivered hereunder shall be signed on behalf of the
Company
      by one (1) officer of the Company. Each such signature may be in the form of
      a
      facsimile thereof and
      may
      be imprinted or otherwise reproduced on the Warrant Certificates.

     

    (b)  If
      any
      officer of the Company who signed any Warrant Certificate ceases to be an
      officer of the Company before the Warrant Certificate so signed shall have
      been
      delivered by the Company, such
      Warrant Certificate nevertheless may be delivered as though such person had
      not
      ceased to be an officer of
      the
      Company.

     

    4.
       Registration.
      Warrant
      Certificates shall be issued in registered form only. The Company will
keep
      or
      cause to be kept books for registration of ownership and transfer of each
      Warrant Certificate issued pursuant
      to this Convertible Note Warrant Agreement. Each Warrant Certificate issued
      pursuant to this Convertible Note Warrant Agreement shall be numbered by the
      Company and shall be registered by the Company in the name of the holder thereof
      (initially, the Warrant holder). The Company may deem and treat the
      registered holder of any Warrant Certificate as the absolute owner thereof
      (notwithstanding any notation of
      ownership or other writing thereon made by anyone) for the purpose of any
      exercise thereof and for all other purposes, and the Company shall not be
      affected by any notice to the contrary.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    5.
      Transfers
      and Exchanges.

     

    (a)
       Transfers.
      Subject to the provisions of this Paragraph 5, the Convertible Note Warrants
      are
      transferable, in whole or in part, upon surrender of the Warrant Certificates
      evidencing such Convertible
      Note Warrants at the office of the Company, together with a written assignment
      in the form of
      the
      assignment appearing at the end of the form of Warrant Certificate attached
      hereto as Exhibit 1, duly executed by the registered holder thereof or its
      agent
      or attorney. Upon such surrender, the Company shall, subject to this Paragraph
      5, register or cause the registration of the transfer upon the books maintained
      by or on
      behalf
      of the Company for such purpose. If the Convertible Note Warrants evidenced
      by
      any Warrant Certificate
      are to be transferred in whole, the Company shall execute and deliver a new
      Warrant Certificate or
      Warrant Certificates in the name of the assignee or assignees in the
      denominations specified in the instrument of assignment. If the Convertible
      Note
      Warrants evidenced by any Warrant Certificate are to be transferred in part,
      the
      Company shall execute and deliver a new Warrant Certificate or Warrant
Certificates
      to and in the name of the assignee or assignees in the denominations specified
      in the instrument of assignment and a new Warrant Certificate to and in the
      name
      of the assigning holder in an amount equal to
      the
      number of Convertible Note Warrants evidenced by the surrendered Warrant
      Certificate that were not
      transferred.

     

    (b)  Restrictions
      on Transfer. Unless otherwise consented to by the Company, no Warrant
      may be sold, pledged, hypothecated, assigned, conveyed, transferred or otherwise
      disposed of (each, a
      "transfer") unless (i) the transfer complies with all applicable securities
      laws
      and the provisions of this Convertible
      Note Warrant Agreement and (ii) the transferee agrees in writing to be bound
      by
      the terms of
      this
      Convertible Note Warrant Agreement.

    


    (c)
       Exchanges.
      Convertible Unit Warrant Certificate may be exchanged, at the option of the
      holder thereof, upon surrender of such Warrant Certificate at the office of
      the
      Company, for one or more
      other Warrant Certificates of like tenor and representing in the aggregate
      the
      same number of Convertible
      Note Warrants as was represented by the surrendered Warrant
      Certificate.

    


    (c)  Cancellation.
      Warrant Certificates surrendered for transfer or exchange shall be canceled
      by
      the Company.

    


    6.  Mutilated
      or Missing Warrant Certificates. If
      any
      Warrant Certificate is mutilated, lost, stolen or destroyed, the Company shall
      issue, upon surrender and cancellation of any mutilated Warrant Certificate,
      or in lieu of and substitution for any lost, stolen or destroyed Warrant
      Certificate, a new Warrant Certificate
      of like tenor and representing an equal number of Convertible Note Warrants.
      In
      the case of
      a
      lost, stolen or destroyed Warrant Certificate, a new Warrant Certificate shall
      be issued by the Company only
      upon
      the Company's receipt of reasonably satisfactory evidence of such loss, theft
      or
      destruction and, if requested, an indemnity or bond reasonably satisfactory
      to
      the Company.

     

    7.  Exercise
      of Convertible Note Warrants. 

     

    (a)  Exercise.
      Subject to the terms and conditions set forth in this Paragraph 7, at any
time
      and
      from time to time prior to the Warrant Expiration Date the Convertible Note
      Warrants may be exercised
      for that number of Warrant Shares as may be determined appropriate by the
      Warrant holder. Should a Warrant holder fail to exercise this Convertible Note
      Warrant in full prior to the Warrant Expiration Date, then the entitlement
      of
      such Warrant holder to the Warrant Shares shall be automatically cancelled
      and
      void. In order to exercise the Convertible Note Warrants, a Warrant holder
      shall
      deliver to the Company the following: (i) a written notice, in the form of
      the
      Election to Purchase appearing at the end of the form of Warrant Certificate
      attached hereto, indicating the election of such Warrant holder to exercise
      the Convertible Note Warrants for all or such portion of the Warrant Shares
      as
      identified by the Warrant
      holder therein; (ii) the Warrant Certificate or Warrant Certificates evidencing
      the Convertible Note Warrants
      being
      exercised; and (iii) payment of the aggregate Exercise Price.

     

    (b)  Payment
      of Exercise Price. Payment of the Exercise Price with respect to that
portion
      of the Convertible Note Warrants being exercised hereunder shall be made by
      the
      payment by the
      Warrant holder to the Company, in cash, by cashier's check or wire transfer,
      of
      an amount equal to the Exercise
      Price multiplied by the number of Warrant Shares being acquired by the exercise
      of the Convertible Note Warrants.

     

    (c)
      Payment of Taxes. The Company shall be responsible for paying any and all issue,
      documentary,
      stamp or other taxes that may be payable in respect of any issuance or delivery
      of Warrant Shares
      on
      exercise of the Convertible Note Warrants, except in the case where any Warrant
      Shares shall be
      registered in a name or names other than the name of the holder of a Convertible
      Note Warrant. In the event that Warrant Shares shall be registered in a name
      or
      names other than the name of the holder of a Convertible
      Note Warrant, funds sufficient to pay all transfer taxes, if any, which shall
      be
      payable upon the
      execution and delivery of such Warrant Shares shall be paid by the holder
      thereof to the Company at the time
      a
      Warrant holder delivers such Convertible Note Warrants to the Company for
      exercise.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (d)
      Delivery of Warrant Shares. Upon receipt of the items referred to in Paragraph
      7. (a), the Company shall, as promptly as practicable, and in any event within
      three (3) Business Days thereafter, execute
      and deliver or cause to be executed and delivered, to or upon the written order
      of the Warrant holder exercising
      the Convertible Note Warrants, and in the name of such Warrant holder or such
      designee of such Warrant holder, a share certificate or share certificates
      representing the number of Warrant Shares to be
      issued
      on exercise of the Convertible Note Warrants and enter full details of such
      issuance in the stock register of the Company in order to confer upon the
      Warrant holder or the designee of such Warrant holder legal
      title thereto. The share certificate or share certificates issued to such
      Warrant holder or its designee shall bear
      any
      restrictive legend required under applicable law, rule or regulation. The share
      certificate or share certificates
      so delivered (and the entry in the stock register) shall be registered or made,
      as the case may be, in
      the
      name of such Warrant holder or such other name as shall be designated in said
      notice. A Convertible Note Warrant
      shall be
      deemed to have been exercised and such share certificate or share certificates
      shall be
      deemed
      to have been issued, and such holder or any other person so designated to be
      named therein shall be deemed to have become a holder of record of such shares
      for all purposes, as of the date that such notice, together
      with payment of the aggregate Exercise Price and the Warrant Certificate or
      Warrant Certificates evidencing
      the Convertible Note Warrants to be exercised, is received by the Company as
      aforesaid and the
      corresponding entries are made in the stock register of the Company. If the
      Convertible Note Warrants evidenced by any Warrant Certificate are exercised
      in
      part, the Company shall, at the time of delivery
      of the share certificate or share certificates, deliver to the holder thereof
      a
      new Warrant Certificate evidencing
      the Convertible Note Warrants that were not exercised or surrendered, which
      shall in all respects
      (other than as to the number of Convertible Note Warrants evidenced thereby)
      be
      identical to the Warrant Certificate being exercised. Any Warrant Certificates
      surrendered upon exercise of Convertible Note Warrants
      shall
      be canceled by the Company.

    


    (e) Cashless
      Exercise.

    


    7.e.1 Determination
      of Amount.
      In lieu
      of the payment of the Exercise Price in the manner required by Section 7 (b)
      the
      Holder shall have the right (but not the obligation) to pay the Exercise Price
      for the shares of Common Stock being purchased with this Convertible Note
      Warrant Agreement upon exercise by the surrender to the Company of any
      exercisable but unexercised portion of this Convertible Note Warrant having
      a
      "Value" (as defined below), at the close of trading on the last trading
      immediately preceding the exercise of this Warrant, equal to the Exercise Price
      multiplied by the number of shares being purchased upon exercise ("Cashless
      Exercise Right"). The sum of (a) the number of shares being purchased upon
      exercise of the non-surrendered portion of this Convertible Note Warrant
      pursuant to this Cashless Exercise Right and (b) the number of shares underlying
      the portion of this Convertible Note Warrant being surrendered, shall not in
      any
      event be greater than the total number of shares of Common Stock purchasable
      upon the complete exercise of this Convertible Note Warrant if the Exercise
      Price were paid in cash. The "Value" of the portion of the Convertible Note
      Warrant being surrendered shall equal the remainder derived from subtracting
      (a)
      the Exercise Price multiplied by the number of shares underlying the portion
      of
      this Convertible Note Warrant being surrendered from (b) the Market Price of
      the
      shares multiplied by the number of shares underlying the portion of this
      Convertible Note Warrant being surrendered. As used herein, the term "Market
      Price" at any date shall be deemed to be the last reported sale price of the
      Common Stock on such date, or, in case no such reported sale takes place on
      such
      day, the average of the last reported sale prices for the immediately preceding
      three trading days, in either case as officially reported by the principal
      securities exchange on which the Common Stock is listed or admitted to trading,
      or, if the Common Stock is not listed or admitted to trading on any national
      securities exchange or if any such exchange on which the Common Stock is listed
      is not its principal trading market, the last reported sale price as furnished
      by the NASD through the Nasdaq National Market or SmallCap Market, or, if
      applicable, the OTC Bulletin Board, or if the Common Stock is not listed or
      admitted to trading on the Nasdaq National Market or SmallCap Market or OTC
      Bulletin Board or similar organization, as determined in good faith by
      resolution of the Board of Directors of the Company, based on the best
      information available to it.

    


    7.e.2 Mechanics
      of Cashless Exercise.
      The
      Cashless Exercise Right may be exercised by the Holder on any business day
      on or
      after the Commencement Date and not later than the Expiration Date by delivering
      the Election to Purchase form attached hereto with the cashless exercise section
      completed to the Company, exercising the Cashless Exercise Right and specifying
      the total number of shares of Common Stock the Holder will purchase pursuant
      to
      such Cashless Exercise Right.

    


    7.e.3 Validity.
      The
      foregoing provisions of this Section shall not apply if the securities to be
      issued upon exercise of the Cashless Exercise Right may not be validly issued
      under the laws of the jurisdiction of incorporation of the Company.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8. Adjustment
      of Number of Warrant Shares Issuable Upon Exercise and Adjustment of
Exercise
      Price.

     

    (a)
      Stock
      Dividends, Subdivisions and Combinations. If at any time after the date hereof
      the
      Company shall: (i) pay a dividend, or make any other distribution of, additional
      shares of Common Stock to
      all
      holders of its Common Stock (other than pursuant to the exercise of Convertible
      Note Warrants); subdivide its outstanding shares of Common Stock into a larger
      number of shares of Common Stock; or (iii) combine
      its outstanding shares of Common Stock into a smaller number of shares of Common
      Stock, then
      the
      number of Warrant Shares for which each Convertible Note Warrant is exercisable
      immediately after
      the
      occurrence of any such event shall be proportionately increased in the case
      of
      (i) and (ii) above
      and
      proportionately decreased in the case of (iii) above.

     

    (b)
      Certain Other Distributions. If at any time after the date hereof the Company
      shall make
      any
      dividend, or any other distribution by the Company to the holders of its Common
      Stock, of any shares of capital stock of the Company, evidences of indebtedness
      of the Company, cash or other assets (including
      rights, warrants, convertible securities or other securities (of the Company
      or
      any other Person)), other
      than any dividend or distribution (i) upon a capital reorganization,
      reclassification, merger or consolidation to which Paragraph 8.(c) applies,
      or
      (ii) of any common stock referred to in Paragraph 8.(a), then
      (x)
      the number of Warrant Shares for which each Convertible Note Warrant is
      exercisable shall be adjusted to equal the product obtained by multiplying
      the
      number of shares of Common Stock for which one Convertible
      Note Warrant is exercisable immediately prior to such distribution by a fraction
      (A) the numerator of which shall be the Current Market Price per share of Common
      Stock at the time of such distribution
      and (B) the denominator of which shall be the Current Market Price per share
      of
      Common Stock minus
      the
      amount allocable to one share of Common Stock of the fair value (as determined
      in good faith by the
      Board
      of Directors of the Company) of any and all such evidences of indebtedness,
      shares of stock, other securities
      or property so distributed.

     

    (c)
      Upon
      Reclassifications, Reorganizations, Consolidations or Mergers. In the event
      of
      any
      capital reorganization of the Company, any reclassification of the stock of
      the
      Corporation (other than a
      change
      in par value or from par value to no par value or from no par value to par
      value
      or as a result of a stock
      dividend or subdivision, split-up or combination or reverse split of shares),
      or
      any consolidation or merger
      of
      the Company with or into another Person (where the Company is not the surviving
      corporation or where
      there is a change in or distribution with respect to the Common Stock), except
      in the case of a merger -5- or
      consolidation to which clause (i) of the last sentence of this Paragraph 8.(c)
      applies, each Convertible Note Warrant,
      effective at the close of business on the date such reorganization,
      reclassification, consolidation,
      or merger shall become effective, shall thereafter be exercisable for the kind
      and number of shares of stock or other securities or property, (including cash)
      receivable upon the consummation of such reorganization, reclassification,
      consolidation or merger, by a holder of the number of shares of Common Stock
      deliverable (immediately prior to the time of such reorganization,
      reclassification, consolidation or merger)
      upon exercise of such Convertible Note Warrant and otherwise shall have the
      same
      terms and conditions applicable immediately prior to such time of such
      reorganization, reclassification, consolidation or
      merger. The provisions of this clause shall similarly apply to successive
      reorganizations, reclassifications, consolidations,
      or mergers. The Corporation shall not effect any such reorganization,
      reclassification, consolidation or merger unless, (i) in the case of a merger
      or
      consolidation in which the consideration receivable upon consummation of such
      merger or consolidation by a holder of shares of Common Stock consists
      solely of cash, either (x) simultaneously with the consummation thereof, the
      Corporation shall pay to the Holder of the Warrant Certificate evidencing such
      Convertible Note Warrants an amount in cash equal to (A) the amount in cash
      that
      would be received upon such consummation by a holder of the number of
      shares
      of Common Stock deliverable (immediately prior to such consummation) upon
      exercise of such Convertible
      Note Warrants less (B) the Exercise Price or (y) the Exercise Price for any
      Convertible Note Warrant
      exceeds
      the amount in cash that would be so received or (ii) in all other cases, prior
      to the consummation thereof, the successor corporation (if other than the
      Corporation) resulting from such reorganization,
      reclassification, consolidation, or merger shall assume, by written instrument,
      the obligation to
      deliver to the holders of this Convertible Note Warrant such shares of stock,
      securities or property, including
      cash, which, in accordance with the foregoing provisions, such holders shall
      be
      entitled to receive upon
      such
      exercise.

     

    (d)  Exercise
      Price Adjustment. Whenever the number of Warrant Shares into which a Convertible
      Note Warrant is exercisable is adjusted as provided in Paragraphs 8.(a) and
      8.(b), the Exercise
      Price payable upon exercise of the Convertible Note Warrant shall simultaneously
      be adjusted by
      multiplying such Exercise Price immediately prior to such adjustment by a
      fraction, the numerator of which
      shall be the number of shares of Common Stock into which such Convertible Note
      Warrant was exercisable
      immediately prior to such adjustment, and the denominator of which shall be
      the
      number of shares of
      Common
      Stock into which such Convertible Note Warrant was exercisable immediately
      thereafter.

     

    (e)  Notice
      of
      Certain Events, Upon the occurrence of any event resulting in an adjustment
      in
      the number of Warrant Shares (or other stock or securities or property)
      receivable upon the exercise
      of the Convertible Note Warrants or the Exercise Price, the Company shall
      promptly thereafter (i)
      compute such adjustment in accordance with the terms of the Convertible Note
      Warrants, (ii) prepare a
      certificate setting forth such adjustment and showing in detail the facts upon
      which such adjustment is based, and (iii) promptly mail copies of such
      certificate to each Warrant holder.

     

    9.  Reservation
      of Shares. The
      Company shall at all times reserve and keep available, free from preemptive
      rights, out of the aggregate of its authorized but unissued share capital,
      the
      aggregate number of the Warrant Shares deliverable upon the exercise of all
      outstanding Convertible Note Warrants, for the purpose
      of enabling it to satisfy any obligation to issue the Warrant Shares upon the
      due and punctual exercise of
      the
      Convertible Note Warrants, through 5:00 p.m., New York City time, on the Warrant
      Expiration Date.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    10.  No
      Impairment. The
      Company shall not, by amendment of its organizational documents, or through
      reorganization, consolidation, merger, dissolution, issuance or sale of
      securities, sale of assets or any other
      voluntary action, willfully avoid or seek to avoid the observance or performance
      of any of the terms of the
      Convertible Note Warrants or this Convertible Note Warrant Agreement, and shall
      at all times in
      good
      faith assist in the carrying out of all such terms and in the taking of all
      such
      actions as may be necessary or appropriate in order to protect the rights of
      Warrant holder under the Convertible Note Warrants
      and
      this Convertible Note Warrant Agreement against wrongful impairment. Without
      limiting the generality of the foregoing, the Company: (i) shall not set or
      increase the par value of any Warrant Shares above
      the
      amount payable therefor upon exercise, and (ii) shall take all actions that
      are
      necessary or appropriate in order that the Company may validly and legally
      issue
      fully paid and nonassessable Warrant Shares upon the exercise of the Convertible
      Note Warrants.

     

    11.  No
      Rights or Liabilities as Shareholder. No
      holder, as such, of any Warrant Certificate shall be
      entitled to vote, receive dividends or be deemed the holder of Shares which
      may
      at any time be issuable on
      the
      exercise of the Convertible Note Warrants represented thereby for any purpose
      whatever, nor shall anything
      contained herein or in any Warrant Certificate be construed to confer upon
      the
      holder of any Warrant Certificate, as such, any of the rights of a shareholder
      of the Company or any right to vote for the election of directors or upon any
      matter submitted to shareholders at any meeting thereof, or to give or withhold
      consent to any corporate action (whether upon any recapitalization, issuance
      of
      Common Stock, reclassification of Common Stock, change of par value or change
      of
      Common Stock to no par value, consolidation,
      merger, conveyance or otherwise), or to receive notice of meetings or other
      actions affecting stockholders or to receive dividend or subscription rights,
      or
      otherwise, until such Warrant Certificate shall have been exercised in
      accordance with the provisions hereof and the receipt and collection of the
      Exercise Price
      and
      any other amounts payable upon such exercise by the Company. No provision
      hereof, in the absence
      of affirmative action by Warrant holder to purchase Warrant Shares shall give
      rise to any liability of such holder for the Exercise Price or as a shareholder
      of the Company, whether such liability is asserted by the
      Company or by creditors of the Company.

     

    12.  Fractional
      Interests. Notwithstanding
      the provisions of the Articles of Incorporation of the Company, the Company
      shall not be required to issue fractional shares of Common Stock upon exercise
      of the Convertible Note Warrants or to distribute certificates that evidence
      fractional shares of Common Stock.
      If
      any fraction of a Warrant Share would, except for the provisions of this
      Paragraph 12, be issuable on
      the
      exercise of a Warrant, the number of Warrant Shares to be issued by the Company
      shall be rounded to
      the
      nearest whole number, with one-half or greater being rounded up, and less than
      one-half being rounded down.

     

    13.  Additional
      Definitions. Unless
      the context otherwise requires, the terms defined in this Paragraph 13, whenever
      used in this Convertible Note Warrant Agreement shall have the respective
meanings
      hereinafter specified and words in the singular or in the plural shall each
      include the singular and the
      plural and the use of any gender shall include all genders.

     

    (a)  "Affiliate"
      shall mean, with respect to any Person, any officer or director of such
Person,
      or any other Person directly or indirectly controlling, controlled by, or under
      common control with such
      Person. For purposes of this definition, "control" means the power to direct
      the
      management and policies
      of such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or
      otherwise, and the terms "controlling" and "controlled" have meanings
      correlative to the foregoing.

     

    (b)  "Business
      Day" shall mean any day other than a Saturday or a Sunday or any day on which
      banks located in New York, New York are authorized or obligated to
      close.

     

    (c)  "Common
      Stock" means the common stock, par value $.001 per share, of the
      Company.

     

    (d)  "Current
      Market Value" per share of Common Stock or any other security on any
date
      of
      determination means: (i) the average of the daily closing sale prices for each
      of 15 trading days immediately
      preceding such date (or such shorter number of days during which such security
      has been listed or
      traded), if the security has been listed on the New York Stock Exchange, the
      American Stock Exchange or other national securities exchange or the NASDAQ
      National Market for at least 10 trading days prior to such date; (ii) if such
      security is not so listed or traded, the average of the daily closing bid prices
      for each of
      the 15
      trading days immediately preceding such date or such shorter number of days
      during which such security had been quoted), if the security has been quoted
      on
      a national over-the-counter market for at least 10
      trading days; and (iii) otherwise, the value of the security most recently
      determined as of a date within the six
      months preceding such day by the Board of Directors of the Company in good
      faith,

     

    (e)  "Person"
      shall mean any corporation, association, partnership, joint venture, trust,
      organization,
      business, individual, government or political subdivision thereof or
      governmental body,

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    14. Miscellaneous.

     

    (a)  Additional
      Parties. The parties hereto agree that subsequent Persons who purchase
Convertible
      Note Units by executing
      a Subscription Agreement shall, upon execution
      of a counterpart signature page hereto, be added as a party to this Convertible
      Note Warrant Agreement and have all rights and privileges of a Warrant holder
      and be subject and bound by all the terms and
      conditions hereof as if such subsequent party was one of the Warrant holders
      on
      the date hereof.

     

    (b)  Amendments
      and Waivers, This Convertible Note Warrant Agreement ma)/ be supplemented or
      amended only by a subsequent writing signed by each of the parties hereto (or
      their successors
      or permitted assigns), and any provision hereof may be waived only by a written
      instrument signed by
      the
      party charged therewith,

     

    (c)  Counterparts.
      This Convertible Note Warrant Agreement may be executed in counterparts
      and each such counterpart shall for all purposes be deemed to be an original,
      and all such counterparts shall together constitute but one and the same
      instrument.

    


    (d)  Entire
      Agreement. This Convertible Note Warrant Agreement and the other documents,
      instruments and agreements executed in connection herewith constitute the entire
      agreement by, between
      and among the parties as to the subject matter hereof and merges and supersedes
      any prior discussions,
      understandings and agreements of any and every nature by, between and among
      them
      as to the subject
      matter hereof.

    


    (e)  Governing
      Law. THIS
      CONVERTIBLE NOTE WARRANT AGREEMENT
      SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
      THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
CONFLICTS
      OF LAWS, RULES OR PRINCIPLES.

    


    (f)  Jurisdiction
      and Venue. ANY
      SUIT, ACTION OR PROCEEDING WITH RESPECT
      TO THIS CONVERTIBLE NOTE WARRANT AGREEMENT SHALL BE BROUGHT
      IN THE COURTS OF KINGS COUNTY IN THE STATE OF NEW YORK OR IN
THE
      UNITED STATES DISTRICT COURT FOR THE NEW YORK CITY DISTRICT OF NEW YORK. THE
      PARTIES
      HEREBY ACCEPT THE EXCLUSIVE JURISDICTION OF THOSE COURTS FOR THE PURPOSE OF
      ANY
      SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE
      FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT ANY OF THEM MAY NOW OR
      HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
      SUIT, ACTION OR PROCEEDING RISING OUT OF OR RELATING TO THIS
SUBSCRIPTION
      CONVERTIBLE NOTE WARRANT AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT IN
      RESPECT THEREOF BROUGHT IN ANY OF THE ABOVE DESCRIBED
      COURTS AND HEREBY FURTHER IRREVOCABLY WAIVE ANY CLAIM THAT ANY
      SUIT, ACTION OR PROCEEDING BROUGHT IN KINGS COUNTY, NEW YORK, HAS BEEN BROUGHT
      IN AN INCONVENIENT FORUM. THE PARTIES, FURTHER, CONSENT TO SERVICE OF PROCESS
      IN
      ANY SUCH ACTION OR LEGAL PROCEEDING BY MEANS OF REGISTERED
      MAIL OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, IN CARE OF
THE
      ADDRESS SET FORTH IN THE CONVERTIBLE NOTE EXECUTED BY SUCH PARTY OR SUCH OTHER
      ADDRESS AS EITHER PARTY MAY
      FURNISH IN WRITING TO THE OTHER, PROVIDED PROCESS IS ACTUALLY
RECEIVED.

    


    (g)
       Notices.
      Unless otherwise provided, any notice required or permitted by this Convertible
      Note Warrant Agreement shall be in writing and shall be deemed sufficient upon
      delivery, when delivered personally or by overnight courier or sent by telegram
      or fax, or forty-eight (48) hours after being deposited in the United States
      mail as certified or registered mail with postage prepaid, and addressed
to
      the
      party to be notified at such party's address as set forth in the Convertible
      Note Unit Securities Purchase Agreement
      executed by such party or as subsequently modified by written
      notice.

     

    (h)  Sections
      and Headings. The sections and headings used in this Convertible Note Warrant
      Agreement are used for convenience only and are not to be considered in
      construing or interpreting this Convertible Note Warrant Agreement.

     

    (i)  Severability.
      If one or more provisions of this Convertible Note Warrant Agreement
      are held to be unenforceable under applicable law, such provision shall be
      automatically reformed so
      as to
      be enforceable while as nearly as possible preserving the original intent of
      the
      parties.

     

    (j)
       Successors
      and Assigns. Except as otherwise
      provided in this Convertible Note Warrant
      Agreement, the terms and conditions of this Convertible Note Warrant Agreement
      shall inure to the benefit of and be binding upon the respective permitted
      successors and assigns of the parties. Nothing in
      this
      Convertible Note Warrant Agreement, express or implied, is
      intended
      to confer upon any party other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations, or liabilities
      under or by reason of this Convertible Note Warrant Agreement, except as
      expressly provided in
      this
      Convertible Note Warrant Agreement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (k)
       Termination.
      This Convertible Note Warrant Agreement (other than Paragraph 7.(b)
      and
      Paragraph 14, and all related definitions, all of which shall survive such
      termination) shall terminate on the earlier of (i) the Warrant Expiration Date
      and (ii) the date on which all Convertible Note Warrants have
      been
      exercised.

    


    15. Registration
      Rights.

    


    The
      Warrant holder shall have such registration rights with respect to the number
      of
      shares of Common Stock issuable upon exercise of the Convertible Note Warrants
      (the "Registrable Securities") as is set forth in the Registration Rights
      Agreement among the Company and the Warrant holder.


     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Convertible Note
      Warrant Agreement
      on and as of the Effective Date.

    
      	 	 	 
	 	FUTURE
              NOW,
              INC.
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Jeffrey
              Eisenberg, CEO
	 	
            


    

     

    [Warrant
      holder Counterpart Signature Page to Follow]


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Warrant
      holder Counterpart Signature Page

    
      	 	 	 
	 	
              WARRANTHOLDER:


              


              Name
                of Warrant holder

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Signature
	 	 
	 	
              Title:
                ________________(If Applicable)

            


    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    EXHIBIT
      1

     

    FORM
      OF
      WARRANT CERTIFICATE

     

    NEITHER
      THIS SECURITY NOR THE COMMON STOCK OF THE COMPANY ISSUABLE UPON EXERCISE
      HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
      JURISDICTION. NEITHER THIS SECURITY, SUCH COMMON STOCK NOR ANY INTEREST
      OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FORM,
      OR
      NOT SUBJECT TO, SUCH REGISTRATION. THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF, AND MAY ONLY
BE
      TRANSFERRED IN ACCORDANCE WITH, A CONVERTIBLE NOTE WARRANT AGREEMENT
      BY AND BETWEEN FUTURE NOW, INC.
      AND THE
      WARRANT HOLDERS SIGNATORY THERETO OF THE SECURITIES REPRESENTED
      BY THIS CERTIFICATE. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED UPON WRITTEN
      REQUEST TO THE COMPANY.

     

    NEITHER
      THIS SECURITY NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE; (i) OFFERED
      FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE
      STATE SECURITIES LAWS; OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN
      A
      FORM ACCEPTABLE TO THE ISSUER,
      THAT REGISTRATION IS NOT REQUIRED
      UNDER THE 1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT
      TO RULE 144 UNDER THE 1933 ACT.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	WARRANT NUMBER 10  	 	
               NUMBER
                OF CONVERTIBLE NOTE WARRANTS 8,000

            


    

     

    WARRANT
      CERTIFICATE

     

    FUTURE
      NOW, INC.

     

    This
      Warrant Certificate certifies that James
      Cavallo, a individual,
      or its
      registered assigns, is the registered holder of 8,000 Convertible
      Note Warrants (the "Warrant holder") to purchase a number of shares (the
      "Warrant Shares") of
      the
      common stock, par value $.001 per share (the "Common Stock") of Future Now,
      Inc.
      (the
      "Company"). Each Convertible Note Warrant entitles the holder to purchase from
      the Company
      that number of Warrant Shares equal to the product obtained by multiplying
      the
      quotient obtained by multiplying one (1) by the number of Convertible Note
      Warrants represented hereby at the price (the "Exercise
      Price") of Seventy-Five cent ($0.75) per Warrant Share in accordance Paragraph
      7
      of the Convertible Note Warrant
      Agreement (the "Convertible Note Warrant Agreement"), between
      the Company and Warrant holders signatory thereto. Each Convertible Note Warrant
      shall entitle
      the holder thereof, subject to the satisfaction of the conditions to exercise
      set forth in Paragraph 7 of the
      Convertible Note Warrant Agreement, to purchase, on or prior to 5:00 p.m.,
      New
      York City time, on March
      5, 2014 (the
      "Warrant Expiration Date"), that number of Warrant Shares equal to the quotient
      obtained by multiplying one (1) by the number of Convertible Note Warrants
      represented hereby at the price (the "Exercise Price") of Seventy-Five Cents
      ($0.75) per Warrant Share. Any and all rights of exercise
      hereof shall expire on the Warrant Expiration Date. The number of Warrant Shares
      issuable under this Convertible Note Warrant Certificate and the Exercise Price
      are subject to adjustment pursuant to Paragraph
      8 of the Convertible Note Warrant Agreement.

     

    The
      Convertible Note Warrants evidenced by this Warrant Certificate are part of
      a
      duly authorized
      issue of Convertible Note Warrants to purchase Warrant Shares and are issued
      pursuant to a
      Convertible Note Warrant Agreement, which Convertible Note Warrant Agreement
      is
      hereby incorporated
      by reference in and made a part of this instrument and is hereby referred to
      for
      a description of the
      rights, limitation of rights, obligations, duties and immunities there under
      of
      the Company and Warrant holder.

     

    Warrant
      holder may exercise Convertible Note Warrants in accordance herewith and with
      the Convertible Note Warrant Agreement by surrendering this Warrant Certificate,
      with the Election to Purchase, in the form attached hereto, properly completed
      and executed, together with payment of the aggregate Exercise Price, at the
      offices of the Company. If, after the exercise of Convertible Note Warrants
      evidenced hereby, the
      number of Convertible Note Warrants exercised shall be less than all of the
      Warrant Shares available hereunder,
      there shall be issued to the Warrant holder hereof or its assignee a new Warrant
      Certificate evidencing the number
      of
      Convertible Note Warrants then remaining.

     

    This
      Warrant Certificate, when surrendered at the offices of the Company, by the
      registered holder thereof
      in person, by legal representative or by attorney duly authorized in writing,
      may be exchanged, in the manner
      and subject to the limitations provided in the Convertible Note Warrant
      Agreement, for one or more
      other Warrant Certificates of like tenor evidencing in the aggregate a like
      number of Convertible Note Warrants.

     

    Warrant
      holder may transfer the Convertible Note Warrants evidenced by this Warrant
      Certificate,
      in whole or in part, only in accordance with Paragraph 5 of the Convertible
      Note
      Warrant Agreement.

    


    The
      Company may deem and treat the registered holder hereof as the absolute owner
      of
      this Warrant Certificate
      (notwithstanding any notation of ownership or other writing hereon made by
      anyone), for the purpose of any exercise hereof and for all other purposes,
      and
      the Company shall not be affected by any notice to the contrary.

    


    (Signature
      Appears Next Page)



    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    WITNESS
      the signatures of the duly authorized directors or officers of the Company
      on
      this 5th
      day
      of
      March, 2007.

    
      	 	 	 
	 	FUTURE
              NOW, INC.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Jeffrey
              Eisenberg, CEO
	 	
            


    

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ELECTION
      TO PURCHASE

    


    Form
      to be used to exercise Convertible Note Warrants:

    (To
      be
      executed by the registered Holder to effect a transfer of the within Warrant
      Certificate):

    


    Future
      Now, Inc.

    246
      Creamer Street, 2nd
      Flr

    Brooklyn,
      NY. 11231 

         Date:
      ________________, 20___

    


    The
      undersigned hereby elects irrevocably to exercise _____ of the Convertible
      Note
      Warrants evidenced by the attached Warrant Certificate to purchase _____ Shares
      of Common Stock of FUTURE NOW, INC. and hereby makes payment of $________ (at
      the rate of $____ per Share) in payment of the Exercise Price pursuant thereto.
      Please issue the Common Stock as to which this Warrant are in accordance with
      the instructions given below.                  or

    


    The
      undersigned hereby elects irrevocably to exercise the Cashless Exercise Rights
      of the Convertible Note Warrants evidenced by the attached Warrant Certificate
      to purchase ___________ Shares of Common Stock of FUTURE NOW, INC. by surrender
      of the unexercised portion of the within Convertible Note Warrants (with a
      "Value" of $____________ based on a "Market Price" of $_________). Please issue
      the Common Stock in accordance with the instructions given below.

     

    
      	 	 	 	
              Name
                of holder of Warrant Certificate:

            
	
            	 	 	
            
	
            	 	 	
              
                

              

               

            
	
            	 	 	
              PRINT
                ADDRESS:

            
	 	 	 	 
	 	 	 	
              

              
 
	 	 	 	
              FED
                TAX ID #, IF APPLICABLE

            
	 	 	 	 
	 	 	 	
              
 
	 	 	 	 
	 	 	 	
              

              Signature

            


    

    


    If
      said
      number of Convertible Note
      Warrants is less than the number of Convertible Note Warrants then unexpired
      pursuant to the
      Convertible Note Warrant Agreement and as evidenced by the Warrant Certificate,
      the undersigned requests that a new Warrant Certificate evidencing the unexpired
      number of Convertible Note Warrants then
      evidenced by this Warrant Certificate be registered in the name
      of____________________________________ whose address
      is_______________________________________________________________________________,
      and that such Warrant Certificate be delivered to
      _________________________________________whose
      address
      is_____________________________________________________________________________________.

     

    Note:
      The above signature must correspond with the name as written in the first
      sentence of the attached Warrant Certificate
      in every particular, without alteration or enlargement or any change whatever,
      and if the certificate evidencing the Warrant Shares or any Warrant Certificate
      representing Convertible Note Warrants not exercised is to be registered
in
      a name other than that in which this Warrant Certificate is registered, the
      signature above must be guaranteed.

     

    
      	 	 	 	 
	Signature Guaranteed: 	 	 	Dated: _______________,
              20___.
	
              
                
 

            	 	
            
	
            	 	 	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

    


    Form
      to be used to assign Convertible Note Warrants:

    (To
      be
      executed by the registered Holder to effect a transfer of the within Warrant
      Certificate):

    


    Future
      Now, Inc.

    246
      Creamer Street, 2nd
      Flr

    Brooklyn,
      NY. 11231

    


    Date:
      ________________, 20___

    


    FOR
      VALUE
      RECEIVED,
      __________________________________________________________

    does
      hereby sell, assign and transfer unto _________________________________________,
      ______ Convertible Note Warrants evidenced by the attached Warrant Certificate,
      together with all right, title and interest therein and does hereby authorize
      the Company to transfer such right on the books of the Company and to execute
      a
      new Warrant Certificate in the name of _______________________________, whose
      address is________________________________________ evidencing the number of
      Convertible Note Warrant so sold, assigned and transferred hereby. If the
number
      of
      Convertible Note Warrants sold, assigned or transferred hereunder is less than
      the unexpired number
      of
      Convertible Note Warrants evidenced by the attached Warrant Certificate, then
      the undersigned
      requests that a new Warrant Certificate for an amount of Convertible Note
      Warrants equal to
      the
      unexpired number of Convertible Note Warrants evidenced by the attached Warrant
      Certificate that were not sold, transferred or assigned be registered in the
      name of the undersigned.

    
      
        	 	 	 	 
	
              	 	 	Name of holder of Warrant
                Certificate:
	 	 	 	 
	
              	 	 	
                
                  

                

                 

              
	
              	 	 	
                (Please
                  Print) Address:

              
	 	 	 	 
	 	 	 	 
	 	 	 	
                
                  

                

                
                  

                

                 

              
	 	 	 	 
	 	 	 	
                Federal
                  Tax Identification Number:

              
	 	 	 	 
	 	 	 	
                

                (if
                  applicable)

              
	 	 	 	 
	 	 	 	 
	 	 	 	
                

                Signature

              


      

    

    


    Note:
      The above signature must correspond with the name as written in the first
      sentence of
      the attached Warrant Certificate
      in every particular, without alteration or enlargement or any change whatever,
      and such signature must be guaranteed.

    


    


    Signature
      Guaranteed:  


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REGISTRATION
      RIGHTS AGREEMENT 

    


    THIS
      REGISTRATION RIGHTS AGREEMENT (this
      “Agreement”), dated as of this __
      day
      of ____, 2007,
      is by
      and between Future Now, Inc., a Delaware Corporation (the “Company”), and the
      person whose name appears on the signature page attached hereto (individually
      a
“Holder” and collectively, with the holders of other securities issued in the
      Offering (as defined below), the “Holders”).

     

    WHEREAS,
      pursuant to a Subscription Agreement the Company has offered (the “Offering”) to
      sell up to $1,500,000 in 10.5% promissory notes (the “Notes”), convertible into
      shares of the Company’s common stock (the “Shares” or the “Common Shares”), each
      $50,000 in Notes also includes the issuance of seven year warrants to purchase
      16,000 shares of Common Stock, or like security issued in a Qualified Financing
      or Acquisition, at an exercise price of $0.75 per share (the “Warrants” along
      with the Notes per $50,000 investment, a (the “Unit”). Through an over-allotment
      option, the Company may elect to sell up to an additional 10 units in the
      Offering for a total of $500,000;

    


    WHEREAS,
      pursuant
      to the terms of and in order to induce the Holders to enter into certain
      Subscription Agreement between the Company and the Holder (the “Subscription
      Agreement”) to purchase Units, the Company and each Holder have agreed to enter
      into this Agreement setting forth the registration rights to be granted with
      respect to the shares of Common Stock issued, or issueable to each holder upon
      conversion of the Shares and/or Warrants, issued to each Holder pursuant to
      the
      Subscription Agreements (the “Registrable Securities”); and

    


    WHEREAS,
      it is
      intended by the Company and the Holders that this Agreement shall become
      effective immediately upon the acquisition by the Holders of the
      Units;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      in
      the Subscription Agreement, the Company and the Holder hereby agree as
      follows:

    


    1. Registration
      Rights

    


    (a)
      Piggyback
      Registration Rights.
      If the
      Company at any time proposes to register any of its equity securities under
      the
      Securities Act of 1933, as amended (the “1933 Act”), for sale to the public,
      whether for its own account or for the account of other security holders or
      both
      (except with respect to registration statements on Forms S-4 or S-8 or another
      form not available for registering the Registrable Securities for sale to the
      public, a registration statement on Form S-3 to be filed by the Company to
      register securities issued in consideration for an acquisition, a registration
      statement on Form S-1 covering solely an employee benefit plan or a registration
      statement relating to a dividend reinvestment plan), it will give written notice
      at such time to each Holder. Upon the written request of each Holder, given
      within twenty (20) days after receipt of any such notice by the Company, to
      register any of its Registrable Securities (which request shall state the
      intended method of disposition thereof), the Company will use its best efforts
      to cause the Registrable Securities as to which registration shall have been
      so
      requested, to be included in the securities to be covered by the registration
      statement proposed to be filed by the Company, all to the extent requisite
      to
      permit the sale or other disposition by the Holder (in accordance with its
      written request); provided
      that
      nothing herein shall prevent the Company from abandoning or delaying any such
      registration at any time. In the event that any registration pursuant to this
      Section 1(a) shall be, in whole or in part, an underwritten public offering
      of
      equity securities, any request by a Holder pursuant to this Section 1(a) to
      register Registrable Securities shall specify that such Registrable Securities
      are to be included in the underwriting on the same terms and conditions as
      the
      equity securities otherwise being sold through underwriters under such
      registration. The number of shares of Registrable Securities to be included
      in
      such an underwriting may be reduced (pro rata
      among
      all persons or entities having registration rights), if and to be the extent
      that the managing underwriter shall be of the opinion that such inclusion would
      adversely affect the marketing of the securities to be sold by the Company
      therein; provided,
      however
      that
      except in the case of the Company's initial public offering of Common Stock
      (in
      which the number of shares to be offered on behalf of selling shareholders
      may
      be reduced to zero) or in the case of an underwritten offering of an equity
      security other than Common Stock (in which the number of shares to be offered
      on
      behalf of selling shareholders may also be reduced to zero), in no event shall
      the number of shares to be registered on behalf of selling Holders be less
      than
      twenty percent (20%) of the aggregate number of shares to be offered in such
      underwriting. If the offering covered by this Section 1(a) shall be an
      underwritten public offering, the Company shall designate the managing
      underwriter of such offering. In the event of any such reduction or cutback
      in
      the number of Registrable Securities to be registered, or in the event that
      the
      Company abandons any such registration prior to the effective date thereof,
      the
      Holders shall continue to maintain the rights provided by this Section 1,
      subject to the termination provisions of this Agreement.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    (b) Cooperation
      with the Company.
      The
      Holders will cooperate with the Company in all respects in connection with
      this
      Agreement, including timely supplying all information reasonably requested
      by
      the Company and executing and returning all documents reasonably requested
      in
      connection with the registration and sale of the Registrable
      Securities.

    


    2. Registration
      Procedures.
      If and
      whenever the Company is required by any of the provisions of this Agreement
      to
      use its commercially reasonable best efforts to effect the registration of
      any
      of the Registrable Securities under the 1933 Act, the Company shall (except
      as
      otherwise provided in this Agreement), as expeditiously as
      possible:


     

    (a) prepare
      and file with the Securities and Exchange Commission (the “Commission”) a
      registration statement and shall use its commercially reasonable best efforts
      to
      cause such registration statement to become effective and remain effective
      until
      (i) all the Registrable Securities covered thereby (the “Covered Securities”)
      are sold or (ii) all Holders (other than “Affiliates” of the Company, as such
      term is defined in Rule 144 under the 1933 Act) are eligible to take advantage
      of the provisions of Rule 144(k) under the 1933 Act with respect to all the
      Registrable Securities (held by persons other than Affiliates) or (iii) two
      years from the date on which such registration statement is declared effective,
      whichever is earliest;

    


    (b) prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective and to comply with
      the
      provisions of the 1933 Act with respect to the sale or other disposition of
      all
      securities covered by such registration statement;

    


    (c) furnish
      to each Holder of the Covered Securities such numbers of copies of a summary
      prospectus or other prospectus, including a preliminary prospectus or any
      amendment or supplement to any prospectus, in conformity with the requirements
      of the 1933 Act, and such other documents, as such Holder may reasonably request
      in order to facilitate the public sale or other disposition of the securities
      owned by such Holder;

    


    (d) use
      its
      commercially reasonable best efforts to register and qualify the Covered
      Securities under such other securities or blue sky laws of such jurisdictions
      as
      the Holders of a majority of the Covered Securities shall reasonably request,
      and do any and all other acts and things which may be necessary or advisable
      to
      enable such Holders to consummate the public sale or other disposition in such
      jurisdictions of the Covered Securities owned by such Holders, except that
      the
      Company shall not for any such purpose be required to qualify to do business
      as
      a foreign corporation in any jurisdiction wherein it is not so qualified or
      to
      file therein any general consent to service of process or to submit itself
      to
      taxation in any jurisdiction which otherwise does not have the right to tax
      the
      Company;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (e) use
      its
      commercially reasonable best efforts to list such securities on any securities
      exchange on which any securities of the Company are then listed, if the listing
      of such securities is then permitted under the rules of such exchange;
      and

    


    (f) notify
      each Holder of Covered Securities, at any time when a prospectus relating
      thereto covered by such registration statement is required to be delivered
      under
      the 1933 Act, of the happening of any event of which it has knowledge 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 the light of the circumstances then
      existing.  

    


    3. Withdrawal
      Obligation.
      By
      including any Covered Securities in any registration statement covered hereby,
      each Holder agrees that (x) the Company shall have the right to delay effecting
      any registration covered hereby in order to allow the Company to delay
      disclosure of sensitive information until such time as the Company is otherwise
      required to make such disclosure, and (y) the Holder shall refrain from selling
      any Registrable Securities if requested to do so by the Company, provided that
      (1) such request shall only be made in order to defer disclosure of sensitive
      information until the Company is otherwise required to make such disclosure
      and
      (2) the Holder is not required to refrain from selling for a period of more
      than
      thirty (30) days in any ninety (90) day period.

    


    4. Expenses.
      All
      expenses incurred in any registration of the Holders' Registrable Securities
      under this Agreement shall be paid by the Company, including, without
      limitation, printing expenses, fees and disbursements of counsel for the
      Company, expenses of any audits to which the Company shall agree or which shall
      be necessary to comply with governmental requirements in connection with any
      such registration, all registration and filing fees for the Holders' Registrable
      Securities under federal and State securities laws, and expenses of complying
      with the securities or blue sky laws of any jurisdictions pursuant to Section
      2(d); provided, however, that the Company shall not be liable for (a) any
      discounts or commissions payable to any underwriter; (b) any stock transfer
      taxes incurred with respect to Registrable Securities sold on behalf of the
      Holder thereof; or (c) the fees and expenses of counsel for any
      Holder.

    


    5. Indemnification.
      In the
      event any Registrable Securities are included in a registration statement
      pursuant to this Agreement;

    


    (a) Company
      Indemnity.
      (i)
      Without limitation of any other indemnity provided to any Holder, either in
      connection with the Offering or otherwise, to the extent permitted by law,
      the
      Company shall indemnify and hold harmless each Holder, the affiliates, counsel,
      officers, directors and partners of each Holder, any underwriter (as defined
      in
      the 1933 Act) for such Holder, and each person, if any, who controls such Holder
      or underwriter (within the meaning of the 1933 Act or the Securities Exchange
      Act of 1934 (the “Exchange Act”) (collectively, the “Indemnified Holders”)),
      against any losses, claims, damages or liabilities (joint or several) to which
      they may become subject under the 1933 Act, the Exchange Act or other federal
      or
      state law (collectively, the “Claims”), insofar as such Claims (or actions in
      respect thereof) arise out of or are based upon any of the following statements,
      omissions or violations (collectively a “Violation”): (A) any untrue statement
      or alleged untrue statement of a material fact contained in such registration
      statement including any preliminary prospectus or final prospectus contained
      therein or any amendments or supplements thereto, (B) the omission or alleged
      omission to state therein a material fact required to be stated therein, or
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading, or (C) any violation or alleged
      violation by the Company of the 1933 Act, the Exchange Act or any state
      securities law or any rule or regulation promulgated under the 1933 Act, the
      Exchange Act or any state securities law, and the Company shall reimburse each
      such Indemnified Holder for any legal or other expenses incurred by them in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; provided, however, that the Company shall not be liable
      to
      any Indemnified Holder in any such case for any such loss, claim, damage,
      liability or action to the extent that it arises out of or is based upon a
      Violation which occurs in reliance upon and in conformity with written
      information furnished expressly for use in connection with such registration
      statement by or on behalf of any such Indemnified Holder.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (ii) 
      The
      foregoing notwithstanding, the Company shall not be liable to the extent that
      any such Claim arises out of or is based upon a Violation or alleged Violation
      made in any preliminary prospectus if (A) such Indemnified Holder failed to
      send
      or deliver a copy of the prospectus with or prior to the delivery of written
      confirmation of the sale of Registrable Securities giving rise to such Claim
      and
      (B) the prospectus would have corrected such untrue statement or
      omission.

    


    (iii)
      In
      addition, the Company shall not be liable to the extent that any such Claim
      arises out of or is based upon a Violation or alleged Violation in a prospectus,
      (A) if such Violation or alleged Violation is corrected in an amendment or
      supplement to such prospectus and (B) having previously been furnished by or
      on
      behalf of the Company with copies of the prospectus as so amended or
      supplemented, such Indemnified Holder thereafter fails to deliver such
      prospectus as so amended or supplemented prior to or concurrently with the
      sale
      to the person who purchased a Registrable Security from such Indemnified Holder
      and who is asserting such Claim.

    


    (b) Holder
      Indemnity.
      Each
      Holder shall indemnify and hold harmless the Company, its affiliates, its
      counsel, officers, directors, stockholders, representatives and partners, any
      underwriter (as defined in the 1933 Act) and each person, if any, who controls
      the Company or the underwriter (within the meaning of the 1933 Act or the
      Exchange Act), against any Claims (joint or several) to which they may become
      subject under the 1933 Act, the Exchange Act or any state securities law, and
      each such Holder shall reimburse the Company and each such affiliate, counsel,
      officer, director, stockholder, representative or partner, underwriter or
      controlling person for any legal or other expenses incurred by them in
      connection with investigating or defending any such Claim insofar as such Claims
      (or actions and respect thereof) arise out of or are based upon (i) written
      information provided by or on behalf of such Holder to the Company expressly
      for
      inclusion in such registration statement, including any preliminary prospectus
      or final prospectus contained therein or any amendments or supplements thereto
      or (ii) any sale by such Holder after receipt from the Company of the notice
      described in Section 2(f) hereof and prior to acceptance from the Company of
      an
      amended or supplemental prospectus; provided, however, that the maximum amount
      which may be recovered from each Holder pursuant to the indemnification granted
      under clause (i) in this paragraph shall be limited to the amount of proceeds
      received by such Holder from the sale of Registrable Securities by such Holder
      pursuant to such registration statement.

    


    (c) Notice;
      Right to Defend.
      Promptly after receipt by an indemnified party under this Section 5 of notice
      of
      the commencement of any action (including any governmental action), such
      indemnified party shall, if a claim in respect thereof is to be made against
      any
      indemnifying party under this Section 5, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in and if the indemnifying party agrees in writing
      that it will be responsible for any costs, expenses, judgments, damages and
      losses incurred by the indemnified party with respect to such claim, jointly
      with any other indemnifying party similarly noticed, to assume the defense
      thereof with counsel mutually satisfactory to the parties; provided, however,
      that an indemnified party shall have the right to retain its own counsel, with
      the fees and expenses to be paid by the indemnifying party, if the indemnified
      party reasonably believes that representation of such indemnified party by
      the
      counsel retained by the indemnifying party would be inappropriate due to actual
      or potential differing interests between such indemnified party and any other
      party represented by such counsel in such proceeding. The failure to deliver
      written notice to the indemnifying party within a reasonable time of the
      commencement of any such action shall relieve such indemnifying party of any
      liability to the indemnified party under this Agreement only if and to the
      extent that such failure is prejudicial to its ability to defend such action,
      and the omission so to deliver written notice to the indemnifying party will
      not
      relieve it of any liability that it may have to any indemnified party otherwise
      than under this Agreement; provided, however, that the indemnifying party shall
      not be required to indemnify the indemnified party for the amount of a judgment
      in excess of the amount of any previous settlement offer by the plaintiff that
      was rejected by the indemnified party over the objection of the indemnifying
      party.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    If
      an
      indemnified party notifies an indemnifying party in writing that such
      indemnified party elects to employ separate counsel at the expense of the
      indemnifying party as permitted by the provisions of the preceding paragraph,
      the indemnifying party shall not have the right to assume the defense of such
      action or proceeding on behalf of such indemnified party. The foregoing
      notwithstanding, the indemnifying party shall not be liable for the reasonable
      fees and expenses of more than one separate firm of attorneys at any time for
      such indemnified party and any other indemnified parties (which firm shall
      be
      designated in writing by such indemnified parties) in connection with any one
      such action or proceeding or separate but substantially similar or related
      actions or proceedings in the same jurisdiction arising out of the same general
      allegations or circumstances.

    


    Any
      indemnifying party shall not be liable for any settlement of any such action
      or
      proceeding effected without its written consent, which consent shall not be
      unreasonably withheld, but if settled with its written consent, or if there
      be a
      final judgment for the plaintiff in any such action or proceeding, the
      indemnifying party agrees to indemnify and hold harmless such indemnified
      parties from and against any loss or liability by reason of such settlement
      or
      judgment.

    


    (d) Contribution.
      If the
      indemnification provided for in this Agreement is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      Claim
      referred to therein, then the indemnifying party, in lieu of indemnifying such
      indemnified party thereunder, shall contribute to the amount paid or payable
      by
      such indemnified party as a result of such loss, liability, claim, damage or
      expense 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
      hand in connection with the statements or omissions which resulted in such
      loss,
      liability, claim, damage or expense as well as any other relevant equitable
      considerations. The relative fault of the indemnifying party and 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 to state
      a
      material fact relates to information supplied by or on behalf of 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. Notwithstanding the foregoing, the amount any Holder
      shall be obligated to contribute pursuant to this Agreement (other than as
      described in Section 5(b)(ii) hereof) shall be limited to an amount equal to
      the
      proceeds to such Holder of the Registrable Securities sold pursuant to the
      registration statement which gives rise to such obligation to contribute (less
      the aggregate amount of any damages which the Holder has otherwise been required
      to pay in respect of such Claim or any substantially similar Claim arising
      from
      the sale of such Registrable Securities).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (e) Survival
      of Indemnity.
      The
      indemnification provided by this Agreement shall be a continuing right to
      indemnification and shall survive the registration and sale of any Registrable
      Securities by any person entitled to indemnification hereunder and the
      expiration or termination of this Agreement. Any purported assignment in
      violation of this provision shall be null and void.

    


    6. Assignment
      of Registration Rights.
      The
      rights of the Holders under this Agreement, including the rights to cause the
      Company to register Registrable Securities, may not be assigned without the
      written prior consent of the Company.

    


    7. Lock-up.
      The
      Holder agrees that in connection with the Company’s initial public offering, if
      any, the Holder shall execute such lock-up agreement as shall be proposed by
      the
      Company’s managing underwriter, provided that such lock-up agreement is no more
      restrictive than the lock-up agreement executed generally by the Company’s
      directors and executive officers.

    


    8. Notices.

    


    (a) All
      communications under this Agreement shall be in writing and shall be mailed
      by
      first class mail, postage prepaid, or telecopied or telexed with confirmation
      of
      receipt or delivered by hand or by overnight delivery service, (i) if to the
      Company at Future Now, Inc., 2401 East 23rd
      Street,
      Brooklyn, NY 11231 Attention: Jeffrey Eisenberg, CEO, or at such other address
      as it may have furnished in writing to the Holders of Registrable Securities
      at
      the time outstanding, or (ii) if to any Holder of any Registrable Securities,
      to
      the address of such Holder as it appears in the stock or warrant ledger of
      the
      Company.

    


    (b) Any
      notice so addressed, when mailed by registered or certified mail shall be deemed
      to be given five days after so mailed, when telecopied or telexed shall be
      deemed to be given when transmitted if transmitted during business hours on
      a
      business day or on the next succeeding business day if transmitted other than
      during business hours on a business day, or when delivered by hand or overnight
      shall be deemed to be given when delivered.

    


    9. Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, this Agreement shall inure to the
      benefit of and be binding upon the successors and permitted assigns of the
      Company and each of the Holders.

    


    10. Amendment
      and Waiver.
      This
      Agreement may be amended, and the observance of any term of this Agreement
      may
      be waived, but only with the written consent of the Company and the Holders
      of
      securities representing a majority of the Registrable Securities; provided,
      however, that no such amendment or waiver shall take away any registration
      right
      of any Holder of Registrable Securities or reduce the amount of reimbursable
      costs to any Holder of Registrable Securities in connection with any
      registration hereunder without the consent of such Holder; further provided,
      however, that without the consent of any other Holder of Registrable Securities,
      any Holder may from time to time enter into one or more agreements amending,
      modifying or waiving the provisions of this Agreement if such action does not
      adversely affect the rights or interest of any other Holder of Registrable
      Securities. No delay on the part of any party in the exercise of any right,
      power or remedy shall operate as a waiver thereof, nor shall any single or
      partial exercise by any party of any right, power or remedy preclude any other
      or further exercise thereof, or the exercise of any other right, power or
      remedy.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    11. Counterparts.
      One or
      more counterparts of this Agreement may be signed by the parties, each of which
      shall be an original but all of which together shall constitute one and the
      same
      instrument.

    


    12. Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the internal
      laws of the State of New York, without giving effect to conflicts of law
      principles.

    


    13. Invalidity
      of Provisions.
      If any
      provision of this Agreement is or becomes invalid, illegal or unenforceable
      in
      any respect, the validity, legality and enforceability of the remaining
      provisions contained herein shall not be affected thereby.

    


    14. Pronouns;
      Headings.
      Unless
      the context otherwise requires, all personal pronouns used in this Agreement,
      whether in the masculine, feminine or neuter gender, shall include all other
      genders, and if in the singular shall include the plural, and in the plural,
      the
      singular. The headings in this Agreement are for convenience of reference only
      and shall not be deemed to alter or affect the meaning or interpretation of
      any
      provisions hereof.


    


    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement as of first provided above

    
      	 	 	 
	 	
              Future
                Now, Inc.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Jeffrey
              Eisenberg, CEO
	 	
            


    

     

    [Counterpart
      Signature Page to
      Follow]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Counterpart
      Signature Page to Registration Rights Agreement

    


    
      	 	 	 
	 	HOLDER:
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            


      	 	 	 
	 	
              Print
                Name and Title

            
	 
 	        
 	 
 
	 	
              

              Principal
                Residence or Executive
                Office

            


    

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      DOCUMENT

     

    AND

     

    ACCREDITED
      INVESTOR QUESTIONNARIE

    


    
      
        

      

       

    

    
      FUTURE
        NOW, INC.

       

       

    

    Total
      Offering:

    


    $1,500,000
      in 10.5% Convertible Promissory Notes 

    &
      480,000 Warrants (Offered in 30 Units of $50,000 Notes and 16,000
      Warrants)

     

    


    Name
      of Purchaser: _____________________ 

    


    Offering
      Log #: ___________

    


     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Future
      Now, Inc.

     

    SUBSCRIPTION
      DOCUMENT

     

    1.  
      Instructions to Subscribers for Units

    


    For
      those
      persons and entities who wish to subscribe for Units, set forth below is certain
      information which is intended to enable subscribers to more easily and quickly
      complete the necessary subscription documents.

    


    Subscription
      Agreement:

    


    Complete
      and sign the signature page for individuals, on page 10, or for organizations,
      on page 11, whichever is appropriate; and

    


    Accredited
      Investor Questions:

    


    Be
      sure
      to initial the relevant sections of item (2) (d) represented the Accredited
      Investor Status, page 4 or 5, whichever is appropriate.

    


    Payment
      for Subscription:

    


    Payment
      for the number of Units subscribed for should accompany the executed documents
      described above and should be in the form of a check payable to “John Kaiser,
      Esq. Attorney Trust Account for Future Now, Inc.”

    


    The
      aforementioned documents, executed and completed as described above, must be
      promptly delivered to Southridge Investment Group, LLC, 90 Grove Street,
      Ridgefield, CT 06877. Attn: William Schloth (i.e.,
      complete,
      execute and return the Subscription Agreement)
      together with the purchase price for the number of Units for which you are
      subscribing. It is suggested that the foregoing be sent by Overnight Express
      or
      Express Mail.

    


    NOTE:
      If you wish to wire your subscription funds, kindly wire same
      to:
 

    
      
        	
                Bank
                  Name:  

              	 	
                Peoples
                  Bank

              
	
                ABA#: 

              	 	
                221-172-186 

              
	
                ACCT#: 

              	 	
                0027011182

              
	
                Acct
                  Name:  

              	 	
                Kaiser,
                  LLC. Attorney Trust Account for Future Now,
                  Inc.

              


      

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    SUBSCRIPTION
      AGREEMENT

    


    Future
      Now, Inc.

    246
      Creamer Street, 2nd
      Flr


    Brooklyn,
      NY. 11231     

    


    Ladies
      and Gentlemen:

    


    Future
      Now, Inc, a Delaware corporation (the "Company"), desires to sell up $1,500,000
      in 10.5% promissory notes payable semi-annual in arrears (“Notes”), convertible
      into shares of the Company’s common stock (the “Shares” or the “Common Stock”),
      each $50,000 in Notes to include the issuance of seven year warrants to purchase
      16,000 shares of Common Stock, or like security issued in a Qualified Financing
      or Acquisition, at an exercise price of $0.75 per share (the “Warrants” and
      along with the Notes per $50,000 investment, a “Unit”) (the “Offering”). Through
      an over-allotment option, the Company may elect to sell up to additional 10
      units in the Offering for a total of $500,000. The Notes shall be redeemed
      at
      the earlier of either (i) repayment from the sales escrow redemption feature
      (the “Redemption Feature”) or; (ii) three years from the date of issuance or;
      (iii) a financing transaction of at least $2,500,000 (the “Qualified
      Financing”), or (iv) the closing of a material acquisition of the Company,
      whether by merger, recapitalization, sale of assets or other similar material
      transaction (an “Acquisition”). At the Note holder’s option, all, or a portion
      of, the principal and accrued interest on the Notes may be converted into shares
      of the Company’s Common Stock along with a Qualified Financing or Acquisition.
      The number of shares into which the Notes are convertible into will equal the
      quotient of the converted principal and interest divided by the lower of; (i)
      the price per share issued in a Qualified Financing or Acquisition, at a 20%
      discount, or (ii) $3.25. If the holder elects the conversion option the minimum
      number of shares each Unit will convert into is 15,385 shares of the Company’s
      Common Stock. As additional protection against repayment of the Notes, under
      the
      Redemption Feature, the Company will escrow three and one-half (3.5%) of its
      gross revenues in a separate bank account and pay-down the Notes, on a
      semi-annual basis, until such a time that the total principal of has been
      repaid. Unless the Notes are fully paid off, the first payment under the
      Redemption Feature will be due within thirty (“30”) days of the 1st
      anniversary of the Notes and then on a semi-annual basis
      thereafter.

    


    The
      minimum investment is $50,000, although the Company may accept, at its
      discretion, fractional Units. A member will be nominated to the Company’s Board
      of Directors by; (i) any investor that contributes in excess of $750,000, or
      (ii) by a majority of the investors once $250,000 is raised. The Offering will
      close on or before May 15, 2007 but the Company may elect, at its discretion
      to
      extend the Offering for an additional 60 days. The Offering is a “best efforts”
offering and the Company may use the funds upon acceptance of a subscription.
      Refer to the attached Exhibit A for a summary of the terms and conditions.
      Refer
      to the attached Exhibit B for the Company’s current capitalization table. The
      undersigned ("Subscriber") desires to purchase the number of Units set forth
      on
      the signature page of this Agreement (the "Agreement"). Accordingly, the Company
      and Subscriber agree as follows:

    


    1. Sale
      and Purchase.
      Subject
      to the terms and conditions set forth in this Agreement, Subscriber hereby
      tenders the amount set forth on the signature page of this Agreement for the
      purchase of the number of Units set forth on said signature page. 

     

    2.  Representations,
      Warranties, and Agreements of Subscriber. In
      connection with this subscription, Subscriber hereby makes the following
      representations, warranties, and agreements and confirms the following
      understandings, each of which are made or confirmed, as the case may be, with
      respect to Units subscribed for herein:

     

    (a) Investment
      Purpose. Subscriber
      is acquiring Units for Subscriber's own account and for investment purposes
      only.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b) Review
      and Evaluation of Information Regarding the Company.

     

    (i) Subscriber
      is familiar with the Company’s financial condition and proposed operations.
      Without limiting the foregoing, the Subscriber acknowledges that the undersigned
      has reviewed the corporate documents regarding the Company, the power point
      presentation, and the terms of this Offering.

     

    (ii) In
      addition to the foregoing, Subscriber acknowledges that Subscriber has
      conducted, or has been afforded the opportunity to conduct, an investigation
      of
      the Company and has been offered the opportunity to ask representatives of
      the
      Company questions about the Company’s financial condition and proposed business
      and that Subscriber has obtained such available information as Subscriber has
      requested, to the extent Subscriber has deemed necessary, to permit Subscriber
      to fully evaluate the merits and risks of an investment in the Company.
      Representatives of the Company have answered all inquiries that Subscriber
      has
      put to them concerning the Company and its activities, and the offering and
      sale
      of the Units.

     

    (c)  Risks.
      Subscriber recognizes that the purchase of Units involves a high degree of
      risk
      and is suitable only for persons of adequate financial means who have no need
      for liquidity in this investment in that (i) Subscriber may not be able to
      liquidate the investment in the event of an emergency; (ii) transferability
      is
      limited; and (iii) in the event of a disposition, Subscriber could sustain
      a
      complete loss of the entire investment.

     

    (d) Accredited
      Investor Status. Subscriber
      represents that Subscriber is an “accredited investor” as such term is defined
      in Rule 501 of Regulation D promulgated under the Securities Act of 1933,
      amended (the “Securities Act”). Specifically, the Subscriber is (check
      appropriate items):

     

    _________ (i) A
      bank,
      savings and loan association or other similar institution (as defined in
      Sections 3(a)(2) and 3(a)(5)(A) of the Securities Act);

    


    _________ (ii) 
      A broker
      or dealer registered pursuant to Section 15 of the Securities Exchange Act
      of
      1934, as amended;

    


    _________ (iii) An
      insurance company (as defined in Section 2(13) of the Securities
      Act);

    


    _________ (iv) 
      An
      investment company registered under the Investment Company Act of 1940 (the
      “Investment Company Act”);

     

    _________ (v) A
      Small
      Business Investment Company licensed by the U.S. Small Business Administration
      under Sections 301(c) or (d) of the Small Business Investment Act of
      1958;

    


    _________ (vi) Any
      plan
      established and maintained by a state, its political subdivisions, or any agency
      or instrumentality of a state or its subdivisions for the benefit to its
      employees, which plan has total assets in excess of $5,000,000;

    


    _________ (vii) An
      employee benefit plan within the meaning of the Employee Retirement Income
      Security Act of 1974 (“ERISA”), if the investment decision is made by a “Plan
      Fiduciary”, as defined in Section 3(21) of ERISA, which is either a bank,
      savings and loan association, insurance company or registered investment
      adviser;

    


    _________ (viii) An
      employee benefit plan within the meaning of ERISA having total assets in excess
      of $5,000,000;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    _________ (ix) A
      self-directed employee benefit plan within the meaning of ERISA, with investment
      decisions made solely by persons who are accredited investors as defined in
      Rule
      501(a) of Regulation D;

    


    _________ (x) A
      business development company (as defined in Section 2(a)(48) of the Investment
      Company Act) or a private business development company (as defined in Section
      202(a)(22) of the Investment Advisers Act of 1940);

    


    _________ (xi) A
      corporation, partnership, Massachusetts or similar business trust, or
      organization described in Section 501(c)(3) of the Internal Revenue Code of
      1986, as amended (tax exempt organization), not formed for the specific purpose
      of acquiring the Shares having total assets in excess of
      $5,000,000;

     

    _________ (xii) Any
      executive officer or director of the Company;

    


    _________ (xiii) An
      individual having an individual net worth or a joint net worth with spouse
      at
      the time of purchase in excess of $1,000,000;

    


    _________ (xiv) An
      individual whose net income was in excess of $200,000 in each of the two most
      recent years, or whose joint income with spouse was in excess of $300,000 in
      each of those years, and who reasonably expects his net income to reach such
      level in the current year;

     

    _________ (xv) 
      A trust
      with total assets in excess of $5,000,000 not formed for the specific purpose
      of
      acquiring the Shares whose purchase is directed by a sophisticated person (i.e.,
      person who has such knowledge and experience in financial and business matters
      that he is capable of evaluating the merits and risks of any securities);
      or

     

    _________ (xvi) Any
      entity in which all of the entity owners are “accredited
      investors.”

    


    (e) Subscriber's
      Financial Experience. Subscriber
      is sufficiently experienced in financial and business matters to be capable
      of
      evaluating the merits and risks of an investment in the Company or, if he or
      she
      has utilized the services of a purchaser representative, together with such
      representative, are sufficiently experienced in financial and business matter
      to
      be capable of evaluating the merits and risks of an investment in the
      Company.

     

    (f) Suitability
      of Investment. Subscriber
      has evaluated the merits and risks of Subscriber's proposed investment in the
      Company, including those risks particular to Subscriber's situation, and has
      determined that this investment is suitable for Subscriber. Subscriber has
      adequate financial resources for an investment of this character, and at this
      time Subscriber can bear a complete loss of Subscriber's investment. Further,
      Subscriber will continue to have, after making an investment in Units, adequate
      means of providing for Subscriber's current needs, the needs of those dependent
      on Subscriber, and possible personal contingencies. Subscriber specifically
      represents that he or she has a net worth at least five times greater than
      the
      investment made herein.

     

    (g) Exempt
      Offering. Notwithstanding
      that the Company intends to register the Shares underlying the Units for
      resale, Subscriber
      understands that the sale of Units is not being registered on the basis that
      this issuance is exempt from registration under the Securities Act, and the
      applicable state securities laws, and the rules and regulations promulgated
      thereunder, and that reliance on such exemptions is predicated, in part, on
      Subscriber's representations and warranties contained in this Agreement.


     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (h) Limitations
      on Disposition. Subscriber
      understands that there are substantial restrictions on the transferability
      of
      the Shares underlying the Units pursuant to the Securities Act; the Shares
      underlying the Units will not be, and, except as provided in Section 3
      herein, Subscriber
      has no right to require that the Shares underlying the Units be registered
      under
      the Securities Act; and, accordingly, Subscriber may have to hold the Shares
      underlying the Units for an indefinite period of time until the Shares
      underlying the Units have been registered by the Company or are subject to
      an
      exemption from registration. Subscriber represents that Subscriber can afford
      to
      hold the Shares underlying the Units for an indefinite period of time.
      Subscriber further understands that an opinion of counsel and other documents
      may be required to transfer the Shares underlying the Units. Subscriber
      acknowledges that the Shares underlying the Units shall bear the following,
      or a
      substantially similar, legend:

     

    "THE
      SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
      STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY
      BE
      OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
      REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
      UNDER THE SECURITIES ACT."

     

    (i)  Absence
      of Official Evaluation. Subscriber
      understands that no federal or state agency has made any finding or
      determination as to the fairness of the terms of an investment in the Company,
      or any recommendation for or endorsement of the Units offered
      hereby.

     

    (j)  Additional
      Financing.
      Subscriber further acknowledges that nothing hereunder shall preclude the
      Company from seeking and/or procuring additional equity and/or debt
      financing.

     

    (k)  Nonreliance.
      Subscriber is not relying on the Company or any representation contained herein
      or in the documents referred to herein with respect to the tax and economic
      effect of Subscriber's investment in the Company.

     

    (l)  Acceptance.
      Subscriber acknowledges that the Company shall, in its sole discretion, have
      the
      right to accept or reject this subscription, in whole or in part, for any reason
      or for no reason. If Subscriber’s subscription is accepted by the Company,
      Subscriber shall, and Subscriber hereby elects to, execute any and all further
      documents necessary in the opinion of the Company to complete his subscription
      and become a shareholder of the Company.

     

    (m)  Authority
      to Enter into Agreement. Subscriber
      has the full right, power, and authority to execute and deliver this Agreement
      and perform Subscriber's obligations hereunder.

     

    (n)  Entity
      as a Subscriber.
      If
      Subscriber is a corporation, partnership, trust, or other entity, (i) Subscriber
      is authorized and qualified to become a shareholder of, and is authorized to,
      make its investment in the Company; (ii) Subscriber has not been formed for
      the
      purpose of acquiring an interest in the Company; (iii) Subscriber has not been
      in existence for less than 90 days prior to the date hereof; and (iv) the person
      signing this Agreement on behalf of such entity has been duly authorized by
      such
      entity to do so. 

     

    (o)  Prohibitions
      on Cancellation, Termination, Revocation, Transferability, and Assignment.
      Subscriber
      hereby acknowledges and agrees that, except as may be specifically provided
      herein or by applicable law, Subscriber is not entitled to cancel, terminate,
      or
      revoke this Agreement, and this Agreement shall survive Subscriber's death
      or
      disability or any assignment of Units. Subscriber further agrees that Subscriber
      may not transfer or assign Subscriber's rights under this Agreement, and
      Subscriber understands that, if Subscriber's subscription is accepted, the
      transferability of Shares will be restricted.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (p)  Obligation.
      This
      Agreement constitutes a valid and legally binding obligation of Subscriber
      and
      neither the execution of this Agreement nor the consummation of the transactions
      contemplated herein will constitute a violation of or default under, or conflict
      with, any judgment, decree, statutes or regulation of any governmental authority
      applicable to Subscriber, or any contract, commitment, agreement, or restriction
      of any kind to which Subscriber is a party or by which Subscriber's assets
      are
      bound. The execution and delivery of this Agreement does not, and the
      consummation of the transactions described herein will not, violate applicable
      laws, or any mortgage, lien, agreement, indenture, lease or understanding
      (whether oral or written) of any kind outstanding relative to
      Subscriber.

     

    (q)  Required
      Approvals.
      No
      approval, authorization, consent, order, or other action of, or filing with,
      any
      person, firm or corporation or any court, administrative agency or other
      governmental authority is required in connection with the execution and delivery
      of this Agreement by Subscriber or the purchase of the Units.

     

    (r)  No
      General Solicitation.
      Subscriber is not subscribing for Units because of or following any
      advertisement, article, notice, or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting, or any solicitation or a subscription
      by a
      person other than an authorized representative of the Company.

     

    3. Representations,
      Warranties and Agreements of the Company. In
      connection with this subscription, the Company makes the following
      representations, warranties and agreements and confirms the following
      understandings:

     

    (a) Company's
      Good Standing.
      The
      Company is a corporation organized and validly existing under the laws of the
      State of Delaware, and it has all corporate authority and power to conduct
      its
      business and to own its properties.

     

    (b) Legal
      and Other Proceedings. Neither
      the Company, nor any of its affiliates or its executive officers or directors
      (in their capacity as executive officers or directors), is a party to any
      pending or, to the best knowledge of the Company, threatened, or unasserted
      but
      considered by it to be probable of assertion, claim, action, suit,
      investigation, arbitration or proceeding, or is subject to any order, judgment
      or decree that is reasonably expected by management of the Company to have,
      either individually or in the aggregate, a material adverse effect on the
      condition (financial or otherwise), earnings or results of operations of the
      Company. The Company is not, as of the date hereof, a party to or subject to
      any
      enforcement action instituted by, or any agreement or memorandum of
      understanding with, any federal or state regulatory authority restricting its
      operations or requiring that actions be taken, and no such regulatory authority
      has threatened any such action, memorandum or order against the Company and
      the
      Company has not received any report of examination from any federal or state
      regulatory agency which requires that the Company address any problem or take
      any action which has not already been addressed or taken in a manner
      satisfactory to the regulatory agency.

     

    (c) Authorization;
      Conflict; Valid and Binding Obligation. This
      Agreement and the transactions contemplated herein have been duly and validly
      authorized by all requisite corporate action of the Company. The Company has
      full right, power and capacity to execute, deliver and perform its obligations
      under this Agreement. No governmental license, permit or authorization and
      no
      registration or filings with any court, governmental authority or regulatory
      agency is required in connection with the Company's execution, delivery and/or
      performance of this Agreement, other than any filings required by applicable
      federal and state securities laws. The execution, delivery and performance
      of
      this Agreement, the consummation of the transactions herein contemplated and
      the
      compliance with the terms of this Agreement by the Company will not violate
      or
      conflict with any provision of the Articles of Incorporation, as amended or
      By-laws of the Company, or any agreement, instrument, law or regulation to
      which
      the Company is a party or by which the Company may be bound. This Agreement,
      upon execution and delivery by the Company, will represent the valid and binding
      obligation of the Company enforceable in accordance with its terms.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (d) Use
      of Proceeds.
      The
      Company will be using the funds raised in this Offering for general working
      capital and to pursue its business plan, including, but not limited to,
      acquiring another business or effecting a business combination.

     

    4.
      Survival of Representations, Warranties, Agreements and Acknowledgments.
The
      representations, warranties, agreements, and acknowledgments of the Company
      and
      Subscriber shall survive the offering and purchase of Units.

    


    5. Indemnification
      of the Company. Subscriber
      agrees to indemnify and hold harmless the Company against and in respect of
      any
      and all loss, liability, claim, damage, deficiency, and all actions, suits,
      proceedings, demands, assessments, judgments, costs and expenses whatsoever
      (including, but not limited to, attorneys' fees reasonably incurred in
      investigating, preparing, or defending against any litigation commenced or
      threatened or any claim whatsoever through all appeals) arising out of or based
      upon any false representation or warranty or breach or failure by Subscriber
      to
      comply with any covenant or agreement made by it herein or in any other document
      furnished by it in connection with this subscription.

     

    6. Miscellaneous.

     

    (a) Entire
      Agreement. This
      Agreement constitutes the entire agreement between the parties hereto, and
      supersedes all prior negotiations, letters and understandings relating to the
      subject matter hereof.

     

    (b) Amendments.
      This
      Agreement may not be amended, supplemented, or modified in whole or in part
      except by an instrument in writing signed by the party or parties against whom
      enforcement of any such amendment, supplement, or modification is
      sought.

     

    (c) Notices.
      Any
      notice, demand, or other communication that any party hereto may be required,
      or
      may elect, to give to anyone interested hereunder shall be deemed given on
      the
      date initially received if delivered by facsimile transmission followed by
      registered or certified mail confirmation; on the date delivered by an overnight
      courier service; on the third business day after it is mailed if mailed by
      registered or certified mail (return receipt requested, with postage and other
      fees prepaid) addressed to such addresses as provided herein.

     

    (d) Successors
      and Assigns.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      Subscriber’s benefit and the benefit of Subscriber’s heirs, executors,
      administrators, successors, legal representatives, and permitted assigns. If
      the
      undersigned is more than one person, the obligation of the undersigned shall
      be
      joint and several and the agreements, representations, warranties, and
      acknowledgements herein contained shall be deemed to be made by and be binding
      upon each such person and his heirs, executors, successors, administrators,
      legal representatives, and permitted assigns. 

     

    (e) Choice
      of Law; Venue. This
      Agreement will be interpreted, construed, and enforced in accordance with the
      laws of the State of New York, without giving effect to the application of
      the
      principles pertaining to conflicts of laws. Any proceeding arising between
      the
      parties in any manner pertaining or relating to this Agreement shall, to the
      extent permitted by law, be held in New York.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (f) Effect
      of Waiver. The
      failure of any party at any time or times to require performance of any
      provision of this Agreement will in no manner affect the right to enforce the
      same. The waiver by any party of any breach of any provision of this Agreement
      will not be construed to be a waiver by any such party of any succeeding breach
      of that provision or a waiver by such party of any breach of any other
      provision.

     

    (g) Severability.
      The
      invalidity, illegality, or unenforceability of any provision or provisions
      of
      this Agreement will not affect any other provision of this Agreement, which
      will
      remain in full force and effect, nor will the invalidity, illegality, or
      unenforceability of a portion of any provision of this Agreement affect the
      balance of such provision. In the event that any one or more of the provisions
      contained in this Agreement or any portion thereof shall for any reason be
      held
      to be invalid, illegal, or unenforceable in any respect, this Agreement shall
      be
      reformed, construed, and enforced as if such invalid, illegal, or unenforceable
      provision had never been contained herein.

     

    (h) Enforcement.
      Should
      it become necessary for any party to institute legal action to enforce this
      Agreement, the successful party will be awarded reasonable attorneys' fees
      at
      all trial and appellate levels, expenses, and costs.

     

    (i) Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed an original and all of which together will constitute one and the same
      instrument.

     

    (j) Further
      Assurances. The
      parties hereto will execute and deliver such further instruments and do such
      further acts and things as may be reasonably required to carry out the intent
      and purposes of this Agreement.

     

    [SIGNATURES
      ON THE FOLLOWING PAGE]



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Future
      Now, Inc.

    


    SUBSCRIPTION
      AGREEMENT 

    SIGNATURE
      PAGE FOR INDIVIDUALS

    


    IN
      WITNESS WHEREOF,
      the
      undersigned has caused this Agreement to be executed as of this ____ day of
      ___________________, 2007.

    


    Total
      Number of Units Subscribed for: _______________

    


    Total
      Purchase Price: $__________

    


    
      	
               

            	
               

            	
               

            
	
              (Signature
                of Subscriber)

            	
               

            	
              (Signature
                of Spouse or Joint Tenant, If Any)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              (Print
                Name of Subscriber)

            	
               

            	
              (Print
                Name of Spouse or Joint Tenant, If Any)

            
	
               

            	
               

            	
               

            
	  
	 	  

	
               

            	
               

            	
               

            
	
              (Address)

            	
               

            	
              (Address)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              (Telephone
                Number)

            	
               

            	
              (Telephone
                Number)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              (Social
                Security Number)

            	
               

            	
              (Social
                Security Number)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              (Date)

            	
               

            	
              (Date)

            


    

    


    Note: If
      two
      purchasers are signing, please check the manner in which the ownership is to
      be
      legally held (the indicated manner shall be construed as if written out in
      full
      accordance with applicable laws or regulations):

    


    
      	
              _________

            	
              JT
                TEN:

            	
              As
                joint tenants with right of survivorship and not as tenants in
                common.

            
	
              _________

            	
              TEN
                COM:

            	
              As
                tenants in common.

            
	
              _________

            	
              TENENT:

            	
              As
                tenants by the entireties.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    Future
      Now, Inc.

    


    SUBSCRIPTION
      AGREEMENT 

    SIGNATURE
      PAGE FOR CORPORATIONS, TRUSTS, PARTNERSHIPS OR RETIREMENT
      PLANS


    


    IN
      WITNESS WHEREOF,
      the
      undersigned has caused this Agreement to be executed as of this ____ day of
      ___________________, 2007.

    


    Total
      Number of Units Subscribed for: _______________

    


    Total
      Purchase Price: $__________

     

    
      	
               

            	
               

            	 
	
              (Signature
                of Subscriber)

            	
               

            	 
	
               

            	
               

            	 
	
               

            	
               

            	 
	
              (Print
                Name of Subscriber)

            	
               

            	 
	
               

            	
               

            	 
	   
	 	 
	
                

            	
               

            	 
	
              (Address)

            	
               

            	 
	
               

            	
               

            	 
	
               

            	
               

            	 
	
              (Telephone
                Number)

            	
               

            	 
	
               

            	
               

            	 
	
               

            	
               

            	 
	
              (Social
                Security Number)

            	
               

            	 
	
               

            	
               

            	 
	
               

            	
               

            	 
	
              (Date)

            	
               

            	 
	
               

            	
               

            	 
	
               

            	
               

            	 
	
              (Federal
                Employer Identification Number

              or
                Other Tax Identification Number)

            	
               

            	 


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    [TO
      BE COMPLETED BY THE COMPANY]

    


    Subscription
      Acceptance Page

    


    Future
      Now, Inc.

    


    APPROVED
      AND ACCEPTED
      in
      accordance with the terms of this Subscription Agreement on this ____ day of
      _________________, 2007.

    


    On
      behalf
      of Future Now, Inc.

    


     

    By: 

    
      

    

    


    Print
      Name:

    
      
 


    Title:

    
      

    

    
 

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A: SUMMARY TERM SHEET 

    


    This
      term
      sheet summarizes the principal terms of the proposed bridge financing of Future
      Now Inc. (the “Company”)
      of
      Convertible Promissory Notes (“Notes”),
      and
      warrants to purchase certain securities of the Company (“Warrants”).
      This
      term sheet has been incorporated by reference into the Company’s subscription
      agreement and as such does not constitute either an offer to sell or an offer
      to
      purchase securities on a standalone basis.

     

    
      	
              Securities:

            	
              Issued
                in Units (“Unit”), each unit consisting of; $50,000 Face Value Promissory
                Notes and Warrants to Purchase 16,000 shares of the Company’s Common Stock
                (or like security issued in a Qualified Financing or Acquistion),
                at $0.75
                per share. If the Note conversion option is elected, each Unit will
                convert into a minimum of 15,385 shares of the Company’s Common Stock at
                $3.25 per share 

            
	 	 
	
              Financing
                Amount:

            	
              Up
                to $1,500,000 in aggregate principal amount of Notes to be funded
                in
                tranches provided that the principal amount of each tranche shall
                not be
                less than $50,000. The Company may elect to accept up to an additional
                $500,000 in principal amount of Notes under an over-allotment
                option.

            
	 	 
	
              Use
                of Proceeds:

            	
              The
                net proceeds of the Offering (after legal, placement and other fees)
                will
                be used for further product development and market launch, marketing,
                advertising, human resources hiring and for general recurring working
                capital purposes. No proceeds will be used for the repayment of any
                existing debt.

            
	 	 
	
              Documents:

            	
              The
                investment shall be made pursuant to a Note and Warrant Purchase
                Agreement. Investors will complete Subscription Agreement and Accredited
                Investor Questionnaire.

            
	 	 
	
              The
                Notes:

            	 
	 	 
	
              Maturity:

            	
              Unless
                otherwise paid off through the Gross Sales Escrow Account, all the
                principal and interest on the Notes will be due and payable upon
                the
                earlier of (i) upon demand made any time after the date that is 36
                months from initial issuance of a Note, (ii) the date upon which the
                Company completes the sale of Common Stock (or like security) for
                aggregate gross proceeds of at least $2.5 million (a “Qualified
                Financing”),
                or (iii) the closing of an acquisition of the Company, and Change of
                Control, as defined, whether by material merger, reorganization,
                sale of
                assets or other similar material transaction (an “Acquisition”).
                Note; (ii), (iii) and (iv) collectively referred to as “Maturity
                Events.”

               

            
	
              Interest
                Rate:

            	
              Interest
                shall accrue on all outstanding principal amounts of the Notes at
                a rate
                of 10.5% per annum based on a 365-day year. Interest shall be due
                and
                payable semi-annually, in arrears. 

            
	
               

              Conversion:

            	
               

              At
                the Note holder’s option, all or a portion of, the principal and accrued
                interest on the Notes may be converted into shares of Common Stock
                (or a
                like security); (i) issued in a Qualified Financing at the closing
                of the
                Qualified Financing (determined as if such conversion were gross
                proceeds
                to the Company of such financing); or (ii) at the market value of
                an
                Acquisition. The number of shares into which the Notes are convertible
                will be equal the quotient of the converted principal and interest
                divided
                by the Lower or (i) the price per share issued in the Qualified Financing
                or the Acquisition, at a 20% discount or (ii) $3.25. Each Note shall
                also
                convert into securities of the Company on any other terms agreed
                upon by
                the Company and the holders of a majority of the outstanding principal
                amount of the Notes (a “Majority”).

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              Equal
                Treatment of

              Holders:

            	
              No
                payments of principal or interest shall be made on any Note unless
                such
                payment is made pro-rata to all holders of the Notes.

            
	 	 
	
              Transfer
                Restrictions:

            	
              The
                Notes will not be transferable without the prior written consent
                of the
                Company.

            
	 	 
	
              Gross
                Sales Escrow

              Account:

               

               

               

            	
              The
                Notes will be automatically repaid by the Company on a pro-rata basis
                through the following: To the extent that the Company generates revenues
                the holders of the Notes shall receive re-payment of a portion of
                their
                investment amount at the end of each semi-annual period until they
                have
                received their entire investment amount plus the ten and one-half
                percent
                (10.5%) annual coupon. In order to provide for such redemption, the
                Company will place three and one-half percent (3.5%) of the gross
                revenues
                derived by the Company into a separate bank account (the “Redemption
                Funds”). The Redemption Funds will be distributed pro-rata among the
                holders of the Notes within thirty (30) business days after the end
                of
                each semi-annual measurement period.

            
	 	 
	
              The
                Warrants:

            	 
	 	 
	
              Shares
                Underlying

              Warrants:

            	
              The
                Warrants will be exercisable for shares of Common Stock (or like
                security)
                issued with a Qaulified Financing or Acquisition.

            
	 	 
	
              Number
                of Shares:

            	
              Each
                Warrant shall be exercisable into one share of the Company’s voting Common
                Stock (or like security) issued with a Qualified Financing or Acquisition
                

            
	 	 
	
              Exercise
                Price:

            	
              $0.75
                per share and contain a cashless exercise option. 

            
	 	 
	
              Exercise
                Period:

            	
              The
                Warrants may not be exercised prior to the earlier of any Maturity
                Event.
                The Warrants may not be exercised from and after earlier of seven
                (7)
                years form the date of issuance or a public offering of the Company’s
                stock.

            
	 	 
	
              Transfer
                Restrictions:

            	
              The
                Warrants will not be transferable without the prior written consent
                of the
                Company.

            
	 	 
	
              Other
                Terms:

            	 
	 	 
	
              Registration

              Rights:

            	
              The
                Common Stock (or a like security) issuable upon the conversion of
                the
                Notes and the exercise of the Warrants will be entitled to “piggyback”
                registration rights with respect to certain registrations of equity
                securities of the Company under the Securities Act, subject to underwriter
                “cutbacks”. There shall be no registration rights for the Common Stock
                with respect to the Company’s registration statement for an IPO, or in the
                event that the Company files a registration statement on Form S-4
                (mergers) or S-8 (stock option plans). There can be no assurance
                that the
                Company will ever file a registration statement to register the Common
                Stock, or if filed, that such registration statement will become
                effective, or that once effective, that such effectiveness will be
                maintained. 

            
	 	 
	
              Board
                Representation:

            	
              A
                member will be nominated to the Company’s Board of Directos, by, (i) an
                investor who subscribes for in excess of $750,000, or (ii) a majority
                of
                the investors once $250,000 is raised.

            
	 	 
	
              Placement
                Agent:

            	
              The
                Company has elected to use the services of a Placement Agent. As
                part of
                such engagement the Company has agreed to a 10% placement fee, a
                2%
                non-accountable expense allowance as well as placement agent warrants
                equal to 10% of the capital raised, exercisable over five years at
                a price
                equal to $3.25 per shares with standard anti-dilution rights in terms
                of
                time and price. No compensation will be received by the Placement
                Agent if
                an investor is introduced directly by current management of the
                Company.

            


    

     

    
      
         

      

      
        22