SECURITIES
      PURCHASE AGREEMENT

     

    THIS
      SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of October 30, 2007,
      by and among FUTURE NOW GROUP, INC., a Nevada corporation (the “Company”), and
      each of those persons and entities, severally and not jointly, whose names
      are
      set forth on the Schedule of Purchasers attached hereto as Exhibit A
      (which persons and entities are hereinafter collectively referred to as
“Purchasers” and each individually as a “Purchaser”).

     

    RECITALS

     

    WHEREAS,
      the
      Company has authorized the sale and issuance of secured convertible debentures,
      warrants and common stock issuable upon exercise of the warrants (collectively,
      the “Securities”) as provided herein;

     

    WHEREAS,
      at the
      Closing (as defined herein), the Company desires to sell, and each Purchaser
      desires to purchase, severally and not jointly, the Securities upon the terms
      and conditions stated in this Agreement; and

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing recitals and the mutual promises,
      representations, warranties and covenants hereinafter set forth and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    ARTICLE
      1


     

    AUTHORIZATION
      AND SALE OF SECURITIES

     

    1.1
        Authorization.
       The
      Company has authorized the sale and issuance of up to $2,500,000 in principal
      amount of its 11% Secured Convertible Debentures (the "Debentures") and warrants
      (the "Warrants") to purchase shares of its common stock, par value $.001 per
      share (the "Common Stock"). 

     

    1.2
        Sale
      of Securities.  At
      the Closing, subject to the terms and conditions of this Agreement, the Company
      agrees to issue and sell to each Purchaser, severally and not jointly, and
      each
      Purchaser agrees to purchase from the Company, severally and not jointly,
      Securities consisting of the instruments identified in (a) and (b) below, and
      to
      execute and deliver the other documents identified in (c), (d) and (e)
      below:

     

    (a)
        A
      Debenture in the principal amount set forth opposite such Purchaser’s name on
Exhibit A
      under
      the
      heading “Principal Amount of Debentures”; and

     

    (b)
        Warrants
      to purchase the number of shares of Common Stock set forth opposite such
      Purchaser’s name on Exhibit
      A under
      the
      heading “Common Shares Underlying Warrants”. The shares of Common Stock issuable
      upon exercise of the Warrants are referred to herein as the “Warrant
      Shares.”
The
      number of Warrant Shares shall be determined by dividing the principal of the
      Debentures by thirty five hundredths (.35), and fifty percent of the Warrants
      shall have an exercise price of no greater than thirty five cents ($.35) per
      share and fifty percent of the Warrants shall have an exercise price of no
      greater than fifty cents ($.50) per share.

     

    (c)
        A
      Security Agreement (the "Security Agreement") among the Company and the
      Purchasers; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)
        A
      Pledge
      Agreement (the "Pledge Agreement") among the Company and the Purchasers; and
      

     

    (e)
        A
      Registration Rights Agreement (the "Registration Rights Agreement") among the
      Company and the Purchasers. This Agreement, the Securities, the Security
      Agreement, the Pledge Agreement and the Registration Rights Agreement are
      sometimes collectively referred to herein as the "Transaction Documents."


     

    1.3
        Independent
      Nature of Investors’ Obligations and Rights. 
      The obligations of each Purchaser under this Agreement are several and not
      joint
      with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder.  The decision of each Purchaser to purchase the
      Securities pursuant to this Agreement has been made by such Purchaser
      independently of any other Purchaser.  Nothing contained herein or therein,
      and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed
      to constitute the Purchasers as a partnership, an association, a joint venture
      or any other kind of entity, or create a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to such obligations or
      the
      transactions contemplated hereby.  Each Purchaser acknowledges that no
      other Purchaser has acted as agent for such Purchaser in connection with making
      its investment hereunder and that no Purchaser will be acting as agent of such
      Purchaser in connection with monitoring its investment in the Securities or
      enforcing its rights under this Agreement.  Each Purchaser shall be
      entitled independently to protect and enforce its rights, including without
      limitation the rights arising out of this Agreement, and it shall not be
      necessary for any other Purchaser to be joined as an additional party in any
      proceeding for such purpose.

     

    ARTICLE
      2 


     

    CLOSING
      DATE; DELIVERY

     

    2.1
        Closing
      Date.  The
      closing of the purchase and sale of the Securities hereunder (the “Closing”)
      shall
      be held at the offices of Gersten Savage LLP, 600 Lexington Ave, 10th
      Fl, New
      York, NY 10022, at 10:00 a.m. New York time on the date hereof or at such other
      time and place upon which the Company and the Purchasers purchasing, in the
      aggregate, the majority in principal amount of the Debentures (the “Majority
      in Interest”)
      shall
      agree.  

     

    2.2
        Delivery.
       At
      the Closing, the Company will deliver to each Purchaser a duly executed
      Debenture in the principal amount set forth opposite such Purchaser's name
      on
      Exhibit A, a Warrant representing the right to purchase the number of Warrant
      Shares which such Purchaser is entitled to purchase and a signed counterpart
      of
      each of the other Transaction Documents. Such delivery shall be against payment
      of the purchase price therefor by wire transfer of immediately available funds
      to the Company in accordance with the Company’s written wiring instructions,
      which instructions shall have been delivered to Purchasers’ counsel. The Company
      shall also deliver to the Purchasers (a) an opinion of Gersten Savage, counsel
      to the Company, in form and substance satisfactory to the Majority in Interest
      and (b) a certificate from a duly authorized officer of the Company certifying
      that the representations made by the Company in Article 3 are true and correct
      as of the Closing.

     

    ARTICLE
      3


     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    The
      Company represents and warrants to the Purchasers, as of the date hereof, as
      follows:

     

    3.1
        Organization
      and Standing.  The
      Company is a corporation duly organized and validly existing under, and by
      virtue of, the laws of the State of Nevada and is in good standing under the
      laws of said state, with requisite corporate power and authority to own its
      properties and assets and to carry on its business as currently conducted.
      The
      Company is not in violation of any of the provisions of its Certificate of
      Incorporation (the “Certificate”)
      or
      Bylaws.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.2
        Merger
      with Future Now, Inc.
      The
      Company has irrevocably completed its merger with Future Now, Inc. pursuant
      to a
      Share Exchange Agreement, dated October 30, 2007.

     

    3.3
        Corporate
      Power; Authorization.  The
      Company has all requisite legal and corporate power and has taken all requisite
      corporate action to execute and deliver this Agreement and the other Transaction
      Documents, to sell and issue the Securities, to issue the Warrant Shares upon
      exercise of the Warrants in accordance with the terms of such Warrants, and
      to
      carry out and perform all of its obligations under this Agreement and the
      Warrants. This Agreement, the Security Agreement, the Pledge Agreement and
      the
      Registration Rights Agreement constitute, and upon execution and delivery by
      the
      Company of the Debentures and the Warrants, the Debentures and the Warrants
      will
      constitute, legal, valid and binding obligations of the Company, enforceable
      in
      accordance with their respective terms, except (a) as limited by applicable
      bankruptcy, insolvency, reorganization or similar laws relating to or affecting
      the enforcement of creditors’ rights generally and (b) as limited by
      equitable principles generally. The execution and delivery of the Transaction
      Documents do not, and the performance of the Transaction Documents and the
      compliance with the provisions hereof and thereof, including the issuance,
      sale
      and delivery of the Securities by the Company will not, conflict with, or result
      in a breach or violation of the terms, conditions or provisions of, or
      constitute a default under, or result in the creation or imposition of any
      lien
      pursuant to the terms of, the Certificate or Bylaws of the Company, each as
      amended to date, or any statute, law, rule or regulation or any state or federal
      order, judgment or decree or any indenture, mortgage, lease or other agreement
      or instrument to which the Company or any of its properties is subject, except
      for any conflict, breach, violation, default or imposition of a lien (other
      than
      pursuant to the terms of the Certificate or Bylaws) that would not, individually
      or in the aggregate, reasonably be expected to have a material adverse effect
      on
      the assets, liabilities, financial condition, business or operations of the
      Company.

     

    3.4
        Issuance
      and Delivery of the Securities.  The
      Securities are duly authorized and, when issued at the Closing, will be validly
      issued, and the Common Stock underlying the Debentures, when issued, will be
      fully paid and nonassessable.  The Warrant Shares are duly authorized and,
      upon exercise of the Warrants in accordance with the terms thereof, will be
      validly issued, fully paid and nonassessable.  The issuance and delivery of
      the Securities is not subject to any right of first refusal, preemptive right,
      right of participation, or any similar right existing in favor of any person
      or
      any liens or encumbrances.  When issued in compliance with the provisions
      of this Agreement and the Certificate, the issuance of the Securities hereunder
      does not require the approval of the Company’s stockholders under the provisions
      of the Certificate or Nevada law, or, any stock exchange or self-regulatory
      organization.

     

    3.5
        SEC
      Documents; Financial Statements.  Each
      report delivered to the Purchasers is a true and complete copy of such document
      as filed by the Company with the Securities and Exchange Commission (the
“SEC”).
      The
      Company has filed in a timely manner all documents that the Company was required
      to file with the SEC, such documents, together with the exhibits thereto (the
      “SEC
      Documents”),
      under
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”)
      during
      the twelve calendar months preceding the date hereof. As of their respective
      filing dates, all SEC Documents complied in all material respects with the
      requirements of the Exchange Act.  None of the SEC Documents as of their
      respective dates contained any untrue statement of material fact or omitted
      to
      state a material fact required to be stated therein or necessary to make the
      statements made therein, in light of the circumstances under which they were
      made, not misleading.  The financial statements of the Company included in
      the SEC Documents (the “Financial
      Statements”)
      comply
      in all material respects with applicable accounting requirements and with the
      published rules and regulations of the SEC with respect thereto.  The
      Financial Statements have been prepared in accordance with generally accepted
      accounting principles consistently applied and fairly present the consolidated
      financial position of the Company and its subsidiaries, if any, at the dates
      thereof and the consolidated results of their operations and consolidated cash
      flows for the periods then ended (subject, in the case of unaudited statements,
      to normal, recurring adjustments or to the extent that such unaudited statements
      do not include footnotes).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.6
        Governmental
      Consents.  No
      consent, approval, order or authorization of, or registration, qualification,
      designation, declaration or filing with, any federal, state, or local
      governmental authority on the part of the Company is required in connection
      with
      the consummation of the transactions contemplated by this Agreement except
      for
      compliance with the securities and blue sky laws in the states in which the
      Debentures and Warrants are offered and/or sold, which offer and sale will
      be
      effected in compliance with such laws.

     

    3.7
        Capitalization.

     

    (a)
        The
      authorized capital stock of the Company consists of 900,000,000 shares of Common
      Stock of which, as of the date hereof, 52,848,000 shares were outstanding,
      and

     

    (b)
        Except
      (i) as disclosed to the Purchasers in Schedule 3.6 hereto or (ii) as
      contemplated herein, there are no outstanding warrants, options, convertible
      or
      exchangeable securities or other rights, agreements or arrangements of any
      character under which the Company is or may be obligated to issue any equity
      securities of any kind.

     

    3.8
        Litigation.
       Except
      as disclosed to the Purchasers in writing and except as disclosed in the SEC
      Documents, there are no actions, suits, proceedings or investigations pending
      or, to the best of the Company’s knowledge, threatened against the Company or
      any of its properties before or by any court or arbitrator or any governmental
      body, agency or official in which there is a reasonable likelihood (in the
      reasonable judgment of the Company) of an adverse decision that (a) could
      have a material adverse effect on the assets, liabilities, financial condition,
      business or operations of the Company, or (b) could impair the ability of
      the Company to perform in any material respect its obligations under this
      Agreement, the Debentures or the Warrants or any other Transaction
      Document.

     

    3.9
        Company
      not an “Investment Company”.
      The
      Company has been advised by competent counsel of the rules and requirements
      under the Investment Company Act of 1940, as amended (the “Investment
      Company Act”). 
      The Company is not, and immediately after receipt of payment for the Securities
      will not be, an “investment company” or an entity “controlled” by an “investment
      company” within the meaning of the Investment Company Act and shall conduct its
      business in a manner so that it will not become subject to the Investment
      Company Act.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.10
        Compliance.
      The
      Company’s Common Stock is registered pursuant to Section 12(g) of the
      Exchange Act and is listed on the over-the-counter bulletin board (the "OTCBB"),
      and the Company has taken no action designed for the purpose of, or likely
      to
      have the effect of, terminating the registration of its Common Stock under
      the
      Exchange Act or de-listing the Common Stock from the OTCBB, nor has the Company
      received any notification that the SEC or the OTCBB is contemplating terminating
      such registration or listing. The Company is in material compliance with the
      listing and maintenance requirements for continued listing of the Common Stock
      on the OTCBB.

     

    3.11
        Use
      of Proceeds.
      The
      proceeds of the sale of the Securities shall be used by the Company for
      development of the Company’s products, working capital and general corporate
      purposes.

     

    3.12
        Brokers
      and Finders.
      Except
      as otherwise disclosed to the Purchasers in writing prior to the date hereof,
      no
      person or entity will have, as a result of or in connection with the
      transactions contemplated by this Agreement, any valid right, interest or claim
      against or upon the Company or any Purchaser for any commission, fee or other
      compensation pursuant to any agreement, arrangement or understanding, written
      or
      oral, entered into by or on behalf of the Company.

     

    3.13
        Intellectual
      Property.

     

    (a)
        “Intellectual
      Property”
shall
      mean patents, patent applications, trademarks, trademark applications, service
      marks, trade names, copyrights, trade secrets, licenses, information and other
      proprietary rights and processes.

     

    (b)
        Except
      as
      disclosed in the SEC Documents and to the best knowledge of the Company, the
      Company owns or has the valid right to use all of the Intellectual Property
      that
      is necessary for the conduct of the Company’s business as currently conducted or
      as currently proposed to be conducted free and clear of all material liens
      and
      encumbrances.

     

    (c)
        Except
      as
      disclosed to the Purchasers in writing or as disclosed in the SEC Documents
      and
      to the knowledge of the Company, (i) the conduct of the Company’s business as
      currently conducted does not infringe or otherwise conflict with (collectively,
      “Infringe”)
      any
      Intellectual Property rights of any third party or any confidentiality
      obligation owed by the Company to a third party and the Company has not received
      any written notice of any such Infringement, and (ii) the Intellectual Property
      and confidential information of the Company are not being Infringed by any
      third
      party.

     

    (d)
        Each
      employee, consultant and contractor of the Company who has had access to
      confidential information of the Company which is necessary for the conduct
      of
      Company’s business as currently conducted or as currently proposed to be
      conducted has executed an agreement to maintain the confidentiality of such
      confidential information and has executed agreements that are substantially
      consistent with the Company’s standard forms thereof.

     

    3.14
        Questionable
      Payments.
      Neither
      the Company nor, to the best knowledge of the Company, any of its current or
      former stockholders, directors, officers, employees, agents or other persons
      acting on behalf of the Company, has on behalf of the Company or in connection
      with its business: (a) used any corporate funds for unlawful contributions,
      gifts, entertainment or other unlawful expenses relating to political activity;
      (b) made any direct or indirect unlawful payments to any governmental officials
      or employees from corporate funds; (c) established or maintained any unlawful
      or
      unrecorded fund of corporate monies or other assets; (d) made any false or
      fictitious entries on the books and records of the Company; or (e) made any
      unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
      payment of any nature.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    3.15
        Transactions
      with Affiliates. 
      Except as disclosed in the SEC Documents, none of the officers, directors or
      shareholders of the Company and, to the best knowledge of the Company, none
      of
      the employees of the Company is presently a party to any transaction with the
      Company or to a presently contemplated transaction (other than for services
      as
      employees, officers and directors) that would be required to be disclosed
      pursuant to Item 404 of Regulation S-B promulgated under the Securities Act
      of
      1933.

     

    3.16
        Insurance.
      The
      Company maintains and will continue to maintain insurance with financially
      sound
      and reputable insurers in such amounts and covering such risks and in such
      amounts as are reasonably adequate, prudent and consistent with industry
      practice for the conduct of its business and the value of its property, all
      of
      which insurance is in full force and effect. The Company has not received notice
      from, and has no knowledge of any threat by, any insurer that has issued any
      insurance policy to the Company that such insurer intends to deny coverage
      under
      or cancel, discontinue or not renew any insurance policy in force as of the
      date
      hereof.

     

    3.17
        No
      Additional Agreements. 
      The Company does not have any agreement or understanding with any Purchaser
      with
      respect to the transactions contemplated by this Agreement other than as
      specified in this Agreement.

     

    3.18
        Absence
      of Undisclosed Liabilities. 
      The Company has no material liabilities of any nature (whether absolute,
      accrued, contingent or otherwise), except (i) as and to the extent reflected
      in
      the Financial Statements as of and for the period ended September 30, 2007,
      and
      (ii) for liabilities that have been incurred in the ordinary course of business
      consistent with past practice since September 30, 2007 and that would not,
      individually and in the aggregate, reasonably be expected to have a material
      adverse effect on the assets, financial condition, business or operations of
      the
      Company.

     

    3.19
        Governmental
      Authorizations.  The
      Company has all permits, licenses and other authorizations of governmental
      authorities that are required for the conduct of its business and operations
      as
      currently conducted or as currently proposed to be conducted, the lack of which
      could materially and adversely affect the assets, financial condition, business
      or operations of the Company, except as described in the SEC Documents. 
The Company is, and at all times has been, in compliance with the provisions
      of
      its material permits, licenses and other governmental
      authorizations.

     

    3.20
        No
      Material Adverse Change. Except
      as
      otherwise disclosed herein or in the SEC Documents, since September 30, 2007,
      there have not been any changes in the assets, liabilities, financial condition
      or operations of the Company from that reflected in the Financial Statements
      except changes in the ordinary course of business which have not been, either
      individually or in the aggregate, materially adverse. The Company does not
      have
      pending before the SEC any request for confidential treatment of
      information.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    3.21
        Reservation.
      The
      Company has duly reserved for issuance such number of shares of Common Stock
      as
      may be issuable from time to time upon exercise or conversion, as the case
      may
      be, of the Securities.

     

    3.22
        Internal
      Accounting Controls.
      The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations, (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      GAAP and to maintain asset accountability, (iii) access to assets is permitted
      only in accordance with management’s general or specific authorization, and (iv)
      the recorded accountability for assets is compared with the existing assets
      at
      reasonable intervals and appropriate action is taken with respect to any
      differences. The Company has established disclosure controls and procedures
      (as
      defined in Exchange Rules 13a-15 and 15d-15) for the Company and designed such
      disclosure controls and procedures to ensure that material information relating
      to the Company is made known to the certifying officers by others within those
      entities, particularly during the period in which the Company’s Form 10-K or
      10-Q, as the case may be, is being prepared.

     

    3.23
        Title
      to Assets.
      The
      Company has good and marketable title in fee simple to all real property owned
      by it that is material to the business of the Company and good and marketable
      title in all tangible personal property owned by them that is material to the
      business of the Company in each case free and clear of all liens, except for
      liens as do not materially affect the value of such property and do not
      materially interfere with the use made and proposed to be made of such property
      by the Company and liens for the payment of federal, state or other taxes,
      the
      payment of which is neither delinquent nor subject to penalties. Any real
      property and facilities held under lease by the Company is held by it under
      valid, subsisting and enforceable leases with which the Company is in material
      compliance.

     

    3.24
        Registration
      Rights.
      Except
      as disclosed to the Purchasers in writing, the Company has not granted or agreed
      to grant to any person any rights (including “piggy back” registration rights)
      to have any securities of the Company registered with the SEC or any other
      governmental authority. 

     

    3.25
        Material
      Non-Public Information.
      The
      Company confirms that it has not provided any of the Purchasers or their agents
      or counsel with any information that constitutes or might constitute material
      non-public information as of the Closing Date. The Company understands and
      confirms that the Purchasers shall be relying on the foregoing representations
      in effecting transactions in securities of the Company.

     

    ARTICLE
      4


     

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE PURCHASERS

     

    Each
      Purchaser hereby severally represents and warrants to the Company:

     

    4.1
        Authorization.
       (a) Purchaser
      has all requisite legal and corporate or other power and capacity and has taken
      all requisite corporate or other action to execute and deliver this Agreement,
      the Security Agreement, the Pledge Agreement, the Registration Rights Agreement
      to purchase the Debentures and the Warrants to be purchased by it and to carry
      out and perform all of its obligations under this Agreement and the other
      Transaction Documents, and (b) this Agreement and the other Transaction
      Documents to which a Purchaser is a party constitutes the legal, valid and
      binding obligation of such Purchaser, enforceable in accordance with its terms,
      except (i) as limited by applicable bankruptcy, insolvency, reorganization,
      or similar laws relating to or affecting the enforcement of creditors’ rights
      generally and (ii) as limited by equitable principles
      generally.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    4.2
        No
      Legal, Tax or Investment Advice.  Purchaser
      understands that nothing in this Agreement or any other materials presented
      to
      Purchaser in connection with the purchase and sale of the Debentures and the
      Warrants constitutes legal, tax or investment advice.  Purchaser has
      consulted such legal, tax and investment advisors as it, in its sole discretion,
      has deemed necessary or appropriate in connection with its purchase of the
      Debentures.

     

    ARTICLE
      5


     

    ADDITIONAL
      AGREEMENTS OF THE COMPANY

     

    5.1
        Securities
      Laws Disclosure; Publicity. The
      Company shall, by 8:30 a.m. Eastern time on the business day following the
      date
      of this Agreement, issue a press release or file a Current Report on Form 8-K,
      in each case reasonably acceptable to the Majority in Interest on behalf of
      the
      Purchasers, disclosing the transactions contemplated hereby. The Company and
      the
      Majority in Interest shall consult with each other in issuing any press releases
      with respect to the transactions contemplated hereby, and none of the Company,
      the Majority in Interest, or any Purchaser shall issue any such press release
      or
      otherwise make any such public statement without the prior consent of the
      Company, with respect to any press release of the Majority in Interest or any
      Purchaser, or without the prior consent of the Majority in Interest on behalf
      of
      the Purchasers, with respect to any press release of the Company, which consent
      shall not unreasonably be withheld, except if such disclosure is required by
      law, in which case the disclosing party shall promptly provide the other party
      with notice of such public statement or communication and consult with each
      other with respect thereto prior to such public disclosure. Notwithstanding
      the
      foregoing, other than as set forth above, the Company shall not publicly
      disclose the name of any Purchaser, or include the name of any Purchaser in
      any
      filing with the Commission or any regulatory agency or stock exchange, except
      to
      the extent such disclosure is required by law or stock exchange regulation,
      in
      which case the Company shall provide the Purchasers with prior notice of such
      disclosure.

     

    5.2
        Listing
      of Common Stock. The
      Company hereby agrees to use commercially reasonably efforts to maintain the
      listing on the OTCBB of the Common Stock sold hereunder or issuable upon
      exercise of the Warrants. The Company further agrees, if the Company applies
      to
      have its Common Stock traded on any other stock exchange or quotation system,
      it
      will include in such application the Common Stock issuable upon exercise of
      the
      Warrants, and will take such other action as is necessary or desirable in the
      opinion of the Purchasers to cause the Common Stock issuable upon exercise
      of
      the Warrants to be listed on such other stock exchange or quotation system
      as
      promptly as possible.

     

    5.3
        Commitment
      Fee.
      On
      Closing, the Company shall issue to each Purchaser a commitment fee equal to
      ten
      percent (10%) of the principal of the debenture issued to such Purchaser, which
      shall be paid at closing in shares of common stock based on valuation of thirty
      five cents ($.35) per share. Such shares shall be paid to the Purchasers by
      three of the former directors of the Company, pursuant to Section 3.6 of the
      Share Exchange Agreement, dated as of October 25, 2007, by and between Future
      Now Group, Inc., Future Now, Inc. and Eisenberg Holdings, LLC, John
      Quarto-vonTivadar, Roy & Penne Williams, Lisa T. Davis, William E. Schloth,
      L. Milton Woods, William P. Schloth, Peter Keenoy and James Cavallo.


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6


     

    MISCELLANEOUS

     

    6.1
        Waivers
      and Amendments. The
      terms
      of this Agreement may be waived or amended only upon the written consent of
      the
      Company and the Majority in Interest.

     

    6.2
        Governing
      Law.  This
      Agreement shall be governed in all respects by and construed in accordance
      with
      the laws of the State of New York without any regard to conflicts of laws
      principles.

     

    6.3
        Survival.
       The
      representations, warranties, covenants and agreements made in this Agreement
      shall survive any investigation made by the Company or the Purchasers and the
      Closing.

     

    6.4
        Successors
      and Assigns.  No
      Purchaser shall assign this Agreement without the prior written consent of
      the
      Company.

     

    6.5
        Entire
      Agreement.  This
      Agreement and the other Transaction Documents constitute the full and entire
      understanding and agreement between the parties with regard to the subjects
      thereof.

     

    6.6
        Notices,
      etc.  All
      notices and other communications required or permitted under this Agreement
      shall be in writing and may be delivered in person, by telecopy, overnight
      delivery service or registered or certified United States mail, addressed to
      the
      Company or each of the Purchasers, as the case may be, at their respective
      addresses set forth at the beginning of this Agreement or on Exhibit A,
      or at
      such other address as the Company, on the one hand, or a Purchaser, on the
      other
      hand, shall have furnished to the other party in writing. All notices and other
      communications shall be effective upon the earlier of actual receipt thereof
      by
      the person to whom notice is directed or (a) in the case of notices and
      communications sent by personal delivery or telecopy, one business day after
      such notice or communication arrives at the applicable address or was
      successfully sent to the applicable telecopy number, (b) in the case of
      notices and communications sent by overnight delivery service, at noon (local
      time) on the second business day following the day such notice or communication
      was sent, and (c) in the case of notices and communications sent by United
      States mail, seven days after such notice or communication shall have been
      deposited in the United States mail.

     

    6.7
        Severability
      of this Agreement.  If
      any provision of this Agreement shall be judicially determined to be invalid,
      illegal or unenforceable, the validity, legality and enforceability of the
      remaining provisions shall not in any way be affected or impaired
      thereby.

     

    6.8
        Counterparts;
      Signatures by Facsimile.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one instrument. 
This Agreement, once executed by a party, may be delivered to the other parties
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    6.9
        Further
      Assurances.  Each
      party to this Agreement shall do and perform or cause to be done and performed
      all such further acts and things and shall execute and deliver all such other
      agreements, certificates, instruments and documents as the other party hereto
      may reasonably request in order to carry out the intent and accomplish the
      purposes of this Agreement and the consummation of the transactions contemplated
      hereby.

     

    6.10
        Expenses.
      Each
      party shall bear its own expenses, except that the Company agrees to pay
      Professional Offshore Opportunity Fund, Ltd. and Professional Traders Fund,
      LLC
      for their legal expenses and counsel fees with respect to this Agreement and
      the
      transactions contemplated in the aggregate amount of $30,000 and agrees to
      pay
      Professional Traders Management LLC the sum of $25,000 as a due diligence fee.
      Expenses under this provision shall be paid at Closing.

     

    6.11
        Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefore, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      customary and reasonable indemnity, if requested. The applicants for a new
      certificate or instrument under such circumstances shall also pay any reasonable
      third-party costs associated with the issuance of such replacement
      Securities.

     

    IN
      WITNESS WHEREOF,
      this
      Agreement is hereby executed as of the date first above written.

    
      	 	 	 
	 	
              FUTURE
                NOW GROUP, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            


    

    
      	 	 	 
	 	 	 
	 	
              PROFESSIONAL
                OFFSHORE

              OPPORTUNITY
                FUND, LTD.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            


      	 	 	 
	 	 	 
	 	
              PROFESSIONAL
                TRADERS

              FUND,
                LLC

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    SCHEDULE OF
      PURCHASERS

     

    
      	
              PURCHASER

            	 	
              Principal
                Amount of Debenture

            	
               

            	
              Common

              Shares
                Underlying Warrant #1

            	
               

            	
              Common

              Shares
                Underlying Warrant #2

            	 
	
              Professional
                Offshore Opportunity Fund, Ltd.

              1400
                Old Country
                Road

              Suite
                206

              Westbury,
                New York 11590

            	 	
              
              

              $

            	
              
              

              1,666,667

            	 	 	
              
              

              2,380,943
                

            	 	 	
              2,380,943

            	 
	
              Professional
                Traders Fund, LLC.

              1400
                Old Country
                Road

              Suite
                206

              Westbury,
                New York 11590 

            	 	
              $

            	
              333,333

            	 	 	
              476,200

            	 	 	
              476,200

            	 
	
               

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	
              Total

            	 	
              $

            	
              2,000,000

            	 	 	
              2,857,143

            	 	 	
              2,857,143

            	 


    

    
       

      
        
        

      

      
        11