SHARE
        EXCHANGE
        AGREEMENT

    

     

    BY
      AND BETWEEN

     

    FUTURE
      NOW GROUP, INC.

     

    AND

     

    EISENBERG
      HOLDINGS, LLC, 

    JOHN
      QUARTO-vonTIVADAR, 

    ROY
      & PENNIE WILLIAMS, 

    LISA
      T. DAVIS, 

    WILLIAM
      E. SCHLOTH, 

    PETER
      KEENOY, 

    WILLIAM
      P. SCHLOTH, 

    JAMES
      CAVALLO AND 

    L.
      MILTON WOODS

     

    AND

     

    FUTURE
      NOW, INC.

     

    DATED
      AS OF OCTOBER 30, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SHARE
      EXCHANGE AGREEMENT

     

    THIS
      SHARE EXCHANGE AGREEMENT (this “Agreement) is entered into on October 30,
      2007.

     

    BETWEEN:

     

    EISENBERG
      HOLDINGS, LLC.

    JOHN
      QUARTO-vonTIVADAR

    ROY
      & PENNE WILLIAMS

    LISA
      T. DAVIS

    WILLIAM
      E SCHLOTH

    L.
      MILTON WOODS

    WILLIAM
      P SCHLOTH

    PETER
      KEENOY

    JAMES
      CAVALLO

    (individually
      a “Stockholder” and collectively the “Stockholders”)

     

    AND:

     

    FUTURE
      NOW, INC.
      a
      company duly incorporated under the laws of the State of Delaware and having
      its
      registered and records office at 55 Washington Street, Suite 419, Brooklyn,
      NY
      11201 (hereinafter called the “Company”)

     

    AND:

     

    FUTURE
      NOW GROUP INC.,
      a
      company duly incorporated under the laws of the State of Nevada having its
      head
      office at 650 - 1500 West Georgia Street, Vancouver, B.C., V3B 5X6 (hereinafter
      called the “Purchaser”)

     

    SECTION
      1

    BACKGROUND

     

    
      
        	A.	
                The
                  Stockholders are the legal and beneficial owners of all of the
                  issued and
                  outstanding shares in the capital stock of the Company (“Future Now
                  Stock”);

              


      

    

     

    
      
        	B.	
                The
                  Purchaser is a shell corporation with no active business that desires
                  to
                  acquire all of the issued and outstanding Future Now
                  Stock;

              


      

    

     

    
      
        	C.	
                The
                  Stockholders have agreed to sell to the Purchaser, and the Purchaser
                  has
                  agreed to purchase, the Future Now Stock from the Stockholders
                  in exchange
                  for shares of the Purchaser’s common (the “Purchaser Stock”), pursuant to
                  the terms and conditions set forth in this Agreement (the “Transaction”);
                  and

              


      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	D.	
                The
                  Company joins in the execution of this Agreement in consideration
                  of the
                  anticipated benefit to be provided by its affiliation with the
                  Purchaser.
                  

              


      

    

     

    NOW
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      set forth and other good and valuable consideration (the receipt and sufficiency
      of which is hereby acknowledged by the parties), the parties covenant and agree
      as follows:

     

    SECTION
      2

    SALE
      AND PURCHASE OF STOCK

     

    
      
        	2.1	
                Sale
                  and Purchase of Future Now Stock.
                  Each of the Stockholders agrees to sell and the Purchaser agrees
                  to
                  purchase all of the Future Now Stock owned by such Stockholders
                  upon the
                  terms and conditions herein contained. The number of shares of
                  Future Now
                  Stock owned by each of the Stockholders is provided under Schedule
                  2.1.
                  

              


      

    

     

    SECTION
      3

    PURCHASE
      PRICE

     

    
      
        	3.1	
                Consideration;
                  Share Exchange.
                  At the Closing (as defined in Section 3.2 below) upon surrender
                  of the
                  certificates evidencing the Future Now Stock duly endorsed for
                  transfer to
                  the Purchaser, the Purchaser will cause 50,394,190 shares of the
                  common
                  voting stock (“Common Stock”), par value $0.001 of the Purchaser to be
                  issued to the Stockholders, in full satisfaction of any right or
                  interest
                  which each Stockholder held in the Future Now Stock (the “Purchase
                  Price”). The Purchaser Stock will be issued to the Stockholders on a
                  pro
                  rata basis, in the same proportion as the percentage of their ownership
                  interest in the Future Now Stock, per share and percentage details
                  are
                  provided on Schedule 2.1. As a result of the exchange of the Future
                  Now
                  Stock in exchange for the Purchaser Stock, the Company will become
                  a
                  wholly-owned subsidiary (the “Subsidiary”) of the Purchaser.
                  

              


      

    

     

    
      
        	3.2	
                Closing.
                  The parties to this Agreement will hold a closing (the “Closing”) for the
                  purpose of executing all of the documents contemplated by this
                  Agreement
                  (collectively, the “Transaction Documents”) and otherwise effecting the
                  transactions contemplated by this Agreement, at 12:00 pm on October
                  __,
                  2007, or such other date and time mutually agreed upon by the parties.
                  The
                  Closing will be held at the offices of Gersten, Savage LLP, located
                  at 600
                  Lexington Avenue, New York, New York 10022, or at such other place
                  as the
                  Company and the Stockholders may reasonably agree. The date on
                  which the
                  Closing actually occurs is referred to as the “Closing Date.”
                  

              


      

    

     

    
      
        	3.3	
                Description
                  of Common Stock.
                  The Common Stock possesses all such rights and privileges that
                  are
                  afforded to common stock by Chapter 78 of the Nevada Revised Statutes.
                  

              


      

    

     

    
      
        	3.4	
                Transfer
                  Agent Order:
                  The Stockholders acknowledge that the Purchaser Common Stock will
                  be
                  issued at the time of Closing. A treasury order will be executed
                  directing
                  the transfer agent to issue shares as described in paragraph 3.1.
                  

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	3.5	
                Restructuring
                  provision:
                  Other than; (i) the issuance of stock options under the Company’s
                  2007 Stock Incentive Plan as properly adopted by the Purchaser
                  along with
                  this Agreement, and (ii) the issuance of Common Stock (or equity-like
                  security) for a future financing or acquisition, the Stockholders
                  undertake that on the Closing Date and for a period of not less
                  than one
                  (1) year there will be no restructuring of the company, such restructuring
                  shall include and not be limited to any issuances of preferred
                  shares,
                  reverse splits or forward splits or changes in rights of the Common
                  Stock
                  of the Purchaser other than as described herein.
                  

              


      

    

     

    
      
        	3.6	
                Cancellation
                  of stock:
                  Concurrently with the issuance of the Common Stock as described
                  above,
                  32,000,000 of the 36,000,000 shares of the Purchaser’s Common Stock
                  currently held by the Purchaser’s directors and former directors (the
                  “Former Directors Stock”), will be cancelled with the remaining 4,000,000
                  shares re-registered as
                  follows:

              


      

    

     

    
      	
              NAME
                OF STOCKHOLDER

            	 	
              NO.
                OF COMPANY SHARES

            	 
	
              Gordon
                Samson

            	 	 	
              1,057,144

            	 
	
              MRE
                Holdings Ltd.

            	 	 	
              1,032,143

            	 
	
              Nicholas
                Thompson 

            	 	 	
              1,032,143

            	 
	
              David
                Moore

            	 	 	
              150,000

            	 
	
              Joanna
                Kotsiris

            	 	 	
              150,000

            	 
	
              Mark
                Epstein

              Professional
                Offshore Opportunity Fund Ltd.

              Professional
                Traders Fund, LLC 

            	 	 	
              150,000

              357,142

              71,428

            	 
	
              Total

            	 	 	
              4,000,000

            	 


    

    


    
      
        	3.7	
                Piggy
                  Back Rights.
                  Other than any registration rights the investors in the New Financing,
                  defined below, and the Company Note Holders, as defined below,
                  may
                  require, the Common Stock described in paragraphs 3.6 and 3.1 will
                  have
                  piggyback rights for registration on the first financing undertaken
                  by the
                  Purchaser on a registration statement.


              


      

    

     

    
      
        	3.8	
                Financing:
                  As provided for in Section 11, at the Closing, the Purchaser shall
                  have
                  completed a financing whereby it has in excess of One Million dollars
                  ($1,000,000) (the “New Financing”) in available cash on financing terms
                  acceptable to the Company. Furthermore, as needed, the Purchaser
                  will
                  ensure that all appropriate regulatory filings, such as a Form
                  D or state
                  blue sky are completed.
                  

              


      

    

     

    SECTION
      4

    BOARD
      OF DIRECTORS OF THE PURCHASER

     

    
      
        	4.1	
                Change
                  in Control.
                  On the Closing Date, every member of the Current Board of the Directors
                  of
                  the Purchaser will resign and members of management of the Company,
                  consisting of Jeffrey Eisenberg, Bryan Eisenberg and William Schloth,
                  will
                  be appointed to the board of directors (“Post-Closing Directors”). The
                  Post-Closing Directors will decide upon officers upon the closing
                  of the
                  transaction contemplated by this Agreement. At the Closing all
                  resignation
                  letters and consent to act documents will be executed.
                  

              


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    SECTION
      5

    REPRESENTATIONS
      AND WARRANTIES OF THE STOCKHOLDERS

     

    
      
        	5.1	
                Representations
                  and Warranties of the Stockholders.
                  To induce the Purchaser to enter into and complete the transactions
                  contemplated by this Agreement, each of the Stockholders individually
                  represent and warrant, as of the date hereof and as of the Closing
                  Date,
                  that:

              


      

    

     

    
      
        	
              	(a)	
                such
                  Stockholder has due and sufficient right and authority to enter
                  into this
                  Agreement on the terms and conditions herein set forth and to sell
                  and
                  transfer the legal and beneficial title and ownership of the Future
                  Now
                  Stock to the Purchaser;

              


      

    

     

    
      
        	
              	(b)	
                none
                  of the Stockholders are non-residents of the United States of America
                  within the meaning of the United States Internal Revenue Code of
                  1986, as
                  amended;

              


      

    

     

    
      
        	
              	(c)	
                the
                  execution, delivery and performance of this Agreement and the completion
                  of the transactions contemplated hereby will to the best of his
                  knowledge
                  and belief:

              


      

    

     

    
      
        	
              	(i)	
                not
                  constitute a breach by such Stockholder of any statute, bylaw or
                  regulation or of the Company's by-law or articles of
                  incorporation;

              


      

    

     

    
      
        	
              	(ii)	
                not
                  result in a breach of any terms or provisions, or constitute a
                  default
                  under any agreement, indenture, mortgage, instrument, judgment
                  or decree
                  to which such Stockholder is a party or by which such Stockholder
                  is
                  bound; and

              


      

    

     

    
      
        	
              	(iii)	
                not
                  result in the creation of any lien, encumbrance or other charge
                  on the
                  Future Now Stock;

              


      

    

     

    
      
        	
              	(d)	
                such
                  Stockholder is the registered and beneficial owner of his respective
                  Future Now Stock and has good and marketable title to the Future
                  Now
                  Stock, and such Future Now Stock is free and clear of all liens,
                  claims,
                  charges and encumbrances of every nature and kind
                  whatsoever;

              


      

    

     

    
      
        	
              	(e)	
                the
                  execution and delivery of this Agreement and the completion of
                  the
                  transaction contemplated hereby will not cause or otherwise result
                  in any
                  tax liability relating to the Future Now
                  Stock.

              


      

    

     

    
      
        	
              	(f)	
                such
                  Stockholder has no information or knowledge of any facts relating
                  to the
                  Company or the business which, if known to the Purchaser, might
                  reasonably
                  be expected to deter the Purchaser from completing the transaction
                  of
                  purchase and sale herein contemplated;


              


      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
            	(g)	
              no
                certificate furnished by or on behalf of the Stockholders to the
                Purchaser
                at the Closing in respect of the representations, warranties, and
                covenants of the Stockholders herein will contain any untrue statement
                of
                a material fact or omit to state a material fact necessary to make
                the
                statements contained therein not
                misleading;

            


    

     

    
      
        	
              	(h)	
                such
                  Stockholder acknowledges and agrees that the Purchase Price it
                  is going to
                  receive in the Transaction is the Purchaser Stock and the Stockholder
                  has
                  the capacity to protect its own interest in connection with the
                  acquisition of the Purchaser Stock and is capable of evaluating
                  the merits
                  and the risks of an investment in the Purchaser by reason of its
                  business
                  and financial knowledge and
                  experience;

              


      

    

     

    
      
        	
              	(i)	
                such
                  Stockholder is acquiring the Purchaser Stock for investment for
                  its own
                  account and not as a nominee or agent and not with a view to, or
                  for
                  resale in connection with, any distribution thereof.
                  

              


      

    

     

    
      
        	
              	(j)	
                such
                  Stockholder represents and acknowledges that it has been solely
                  responsible for its own due diligence investigation of the Purchaser,
                  its
                  management and business, for its own analysis of the merits and
                  risks of
                  this investment and for its own analysis of the terms of investment
                  and
                  that in taking any action or performing any role relative to the
                  proposed
                  investment, it has acted solely in its own interest and that neither
                  it,
                  nor any of its agents and employees have acted as agents, employees,
                  partners or fiduciaries of any other person or as an agent of the
                  Purchaser or as an issuer, underwriter, broker, dealer or investment
                  adviser relative to this
                  investment;

              


      

    

     

    
      
        	
              	(k)	
                such
                  Stockholder understands that the Purchaser has a limited operating
                  history
                  and that investment in the Purchaser involves substantial risks.
                  Such
                  Stockholder further understands that the acquisition of the Purchaser
                  Stock would be a highly speculative
                  investment.

              


      

    

     

    
      
        	5.2	
                Representations
                  and Warranties in Closing Documents.
                  All statements contained in a certificate or other instrument delivered
                  by
                  or on behalf of the Stockholders pursuant hereto or in connection
                  with the
                  transactions contemplated hereby shall be deemed to be representations
                  and
                  warranties by the Stockholders
                  hereunder.

              


      

    

     

    
      
        	5.3	
                Survival
                  of Representations and Warranties.
                  The representations and warranties of the Stockholders contained
                  in this
                  Agreement shall survive the Closing and the payment of the Purchase
                  Price
                  and, notwithstanding the Closing and the payment of the Purchase
                  Price,
                  the representations and warranties of the Stockholders shall continue
                  in
                  full force and effect for the benefit of the
                  Purchaser.

              


      

    

     

    
      
        	5.4	
                Reliance.
                  The Stockholders acknowledge and agree that the Purchaser has entered
                  into
                  this Agreement relying on the warranties and representations and
                  other
                  terms and conditions of this Agreement as a portion of the information
                  the
                  Purchaser is relying on in making the decision to enter into this
                  Agreement.

              


      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SECTION
      6

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    
      
        	6.1	
                Representations
                  and Warranties of the Company.
                  To induce the Purchaser to enter into and complete the transactions
                  contemplated by this Agreement, the Company represents and warrants,
                  as of
                  the date hereof and as of the Closing Date,
                  that:

              


      

    

     

    
      
        	
              	(a)	
                the
                  authorized capital of the Company consists of 10,000,000 common
                  shares
                  with par value of $0.001 of which 5,448,021 common shares are issued
                  and
                  outstanding, of which 209,916 additional shares are held in escrow
                  (“Escrowed Shares”) for John Quarto von-Tivadar, which Escrowed Shares
                  will be fully vested and converted as part of the Closing. All
                  of the
                  issued shares of the Company are held by the
                  Stockholders;

              


      

    

     

    
      
        	
              	(b)	
                the
                  Future Now Stock is duly authorized, validly issued and outstanding
                  as
                  fully paid and non-assessable shares and constitutes 100% of all
                  of the
                  issued and outstanding shares in the capital of the
                  Company;

              


      

    

     

    
      
        	
              	(c)	
                Other
                  than items (i)-(iii) below; no person, firm or corporation has
                  any
                  agreement or option or a right capable of becoming an agreement
                  for the
                  purchase of the Purchaser Stock, any other shares in the capital
                  of the
                  Company owned by the Stockholders or any right capable of becoming
                  an
                  agreement for the purchase, subscription or issuance of any of
                  the
                  un-issued shares in the capital of the
                  Company.

              


      

    

     

    
      
        	
              	(i)	
                The
                  bridge note holders (the “Note Holders”), as part of their investment (the
                  “Bridge Financing”) of $675,000 into the Company, were issued 10.5%
                  convertible promissory notes (the “Notes”). The Notes are convertible into
                  shares of the Company’s Common Stock, unless otherwise paid off by the
                  Company or converted by the Note Holders. $200,000 face value of
                  the Notes
                  have been converted into the Company’s Common Stock. The remaining balance
                  of $475,000 in principal of the Notes and the related accrued interest
                  will be assumed by the Purchaser as part of this Agreement. As
                  part of the
                  Bridge Financing, the Note Holders also received seven-year stock
                  purchase
                  warrants exercisable at a price of $0.75 (the “Original Warrants”). In
                  aggregate a total of 216,000 Original Warrants were issued. Prior
                  to the
                  Closing, 112,000 of the Original Warrants have been exercised for
                  additional capital of $84,000. For more information on the Notes
                  and
                  Original Warrants refer to Schedule
                  6.1(d)(i)
                  Both the Notes and the Original Warrants will be assumed by the
                  Purchaser.
                  Certain terms and conditions of the Notes and Original Warrants
                  have been
                  adjusted based upon required terms and conditions of the New Financing.
                  For such adjustments, the Note Holders received additional warrants
                  equal
                  to 100% of their outstanding Original Warrants. These adjustments
                  reflect
                  a change to the registration rights of the Note Holders as well
                  as the
                  conversion price of the Notes and exercise price of the Original
                  Warrants.
                  The adjustments are collectively referred to herein as the “Arrangements.”
                  Refer to Schedule 6.1 (d)(ii) for Form of
                  Arrangement.

              


      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(ii)	
                As
                  part of the Bridge Financing, the Company also issued 34,367 five-year
                  placement agent warrants (the “Placement Agent Warrants”) exercisable at
                  $0.75 into the Common Stock of the Company. As consideration for
                  similar
                  adjustments as made to the Notes in section (i) above, the Placement
                  Agent
                  Warrant holders received additional warrants equal to 100% of the
                  then-outstanding Placement Agent Warrants. Upon Closing and as
                  part of the
                  New Financing, additional Placement Agent Warrants exercisable
                  at a post
                  Transaction price of $0.35 will be issued. The amount of such additional
                  Placement Agent Warrants on a pre- Transaction basis is 56,525;
                  and

              


      

    

     

    
      
        	
              	(iii)	
                815,750
                  stock options have been granted under the 2007 Stock Option Plan
                  to key
                  employees and consultants (“Grantees”) of the Company. 255,556 of the
                  granted stock options have been exercised (“Option Exercises”). As part of
                  the Option Exercises, the Company received promissory notes from
                  William
                  E. Schloth and Howard Kaplan for a total of $95,000. As part of
                  this
                  transaction contemplated by this Agreement, the Grantees of the
                  remaining
                  560,194 stock options outstanding have all agreed to reset the
                  exercise
                  price of their Options to the five (5) day average closing price
                  of the
                  Purchaser’s Stock immediately following the Closing Date. As consideration
                  for this adjustment to the exercise price, the Grantees have received
                  additional stock options representing 25% of their still outstanding
                  options. For details of such options refer to Schedule
                  6.1(d)(iii).

              


      

    

     

    
      
        	
              	(d)	
                the
                  Company and the Subsidiary hold all licenses and permits as may
                  be
                  requisite for carrying on its business in the manner in which it
                  has
                  heretofore been carried on and are in good standing with the state
                  of
                  their incorporation as well as their states of
                  operations;

              


      

    

     

    
      
        	
              	(e)	
                the
                  Company has never owned any real property and the premises are
                  leased to
                  the Company from Probuild LLC (the "Landlord") under a five year
                  lease
                  that ends on July 31, 2009. On September 22, 2007, the Company
                  notified
                  the Landlord of its intention to vacate the facility on or before
                  January
                  31, 2008. On October 12, 2007, the Company executed a new lease
                  with a
                  landlord for a period of three years for approximately 3,800 square
                  feet
                  in Brooklyn, NY;

              


      

    

     

    
      
        	
              	(f)	
                no
                  dividend declared by the Company or the Subsidiary has remained
                  unpaid;

              


      

    

     

    
      
        	
              	(g)	
                except
                  for the payment of salaries, bonuses, sales commission and reimbursement
                  for out-of-pocket expenses in the ordinary course, at Closing the
                  Company
                  or the Subsidiary will not be indebted to any of the Stockholders,
                  or any
                  director, officer or employee of the Company, any affiliate or
                  associate
                  or any of them, on any account whatsoever;


              


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(h)	
                Schedule
                  6.1(d)(i)
                  contains a true and complete list of all obligations, commitments
                  and
                  indebtedness of, and security given by, the Company and the Subsidiary
                  and
                  the Company and the Subsidiary will not have any other outstanding
                  indebtedness or any other liabilities other than the normal accounts
                  payable associated with the business of the
                  Company;

              


      

    

     

    
      
        	
              	(i)	
                all
                  accounts receivable of the Company and the Subsidiary recorded
                  in the
                  books of the Company and the Subsidiary are bona fide, good and
                  collectible without set-off or
                  counterclaim;

              


      

    

     

    
      
        	
              	(j)	
                other
                  than the increase in authorized shares, including the creation
                  of a
                  preferred share class of stock and the change of name of the Subsidiary,
                  the articles of the Company and the Subsidiary have not been altered
                  since
                  the incorporation of the Company and the registers of members,
                  registers
                  of directors, and the minutes of shareholders and directors’ meetings of
                  the Company and the Subsidiary contained in the minute book of
                  the Company
                  and the Subsidiary are accurate and complete and document all material
                  occurrences and actions of the Company and the Subsidiary since
                  incorporation, and all meetings of directors and shareholders have,
                  since
                  incorporation, been duly
                  held;

              


      

    

     

    
      
        	
              	(k)	
                Schedule
                  6.1(l)
                  contains a true and complete list of all the employees and key
                  independent
                  contractors of the Company and the Subsidiary. The Employees are
                  not
                  unionized, there is no collective bargaining agreement between
                  the Company
                  or the Subsidiary and their Employees and the Stockholder is not
                  aware of
                  any formal attempts to organize or unionize the Employees of the
                  Company
                  or the Subsidiary. There have not been any labor difficulties or
                  work
                  stoppages or threats thereof affecting the business;
                  

              


      

    

     

    
      
        	
              	(l)	
                the
                  Company and the Subsidiary maintain insurance against loss or damage
                  to
                  its property and, with respect to public liability, as is in accordance
                  with prudent business
                  practice;

              


      

    

     

    
      
        	
              	(m)	
                there
                  is no basis for and there are no actions, suits, judgments, investigations
                  or proceedings outstanding or pending or to the knowledge of the
                  Company,
                  the Subsidiary or any of the Stockholders threatened against or
                  affecting
                  the Company or the Subsidiary at law or in equity or before or
                  by any
                  federal, provincial, municipal or other governmental department,
                  commission, board, bureau or
                  agency;

              


      

    

     

    
      
        	
              	(n)	
                to
                  the best of the Stockholders' knowledge, the Company or the Subsidiary
                  are
                  not in breach of any laws, ordinances, statutes, regulations, by-laws,
                  orders or decrees to which they are subject or which apply to
                  them;

              


      

    

     

    
      
        	
              	(o)	
                attached
                  hereto as Schedule
                  6.1(p)
                  are true and complete copies of the Company and the Subsidiary’s audited
                  financial statements for the fiscal year ended December 31, 2005
                  and 2006
                  (the “Company Financial
                  Statements”);

              


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(p)	
                since
                  the date of the most recent Company Financial Statements there
                  has not
                  been:

              


      

    

     

    
      
        	
              	(i)	
                any
                  changes in the condition or operations of the business, assets
                  or
                  financial affairs of the Company or the Subsidiary which are or
                  may be,
                  individually or in the aggregate, materially adverse or which are
                  outside
                  the ordinary and normal course of business;
                  and

              


      

    

     

    
      
        	
              	(ii)	
                any
                  damage, destruction or loss, labor trouble or other event, development
                  or
                  condition (whether or not covered by insurance) which has not been
                  disclosed to the Purchaser, which has or may adversely affect the
                  business, assets, properties or future prospects of the Company
                  or the
                  Subsidiary;

              


      

    

     

    
      
        	
              	(q)	
                the
                  Company and the Subsidiary do not have any guarantees with respect
                  to the
                  obligations of any other person and has no indemnities or contingent
                  or
                  indirect obligations with respect to the obligation of any other
                  person;
                  

              


      

    

     

    
      
        	
              	(r)	
                Schedule
                  6.1(s)
                  contains a true and complete list of the domain names, patents,
                  service
                  marks, trade names, trademarks, industrial designs, or industrial
                  property
                  rights (collectively, "Intellectual Property") held by or registered
                  in
                  the name of the Company or the Subsidiary;


              


      

    

     

    
      
        	
              	(s)	
                the
                  Company has entered into written Arrangements with its Note Holders;
                  and

              


      

    

     

    
      
        	
              	(t)	
                other
                  than the contracts and agreements disclosed under Schedule
                  6.1(u)
                  and the Employment Agreements, the Company or the Subsidiary do
                  not have
                  any material contracts or
                  agreements.

              


      

    

     

    
      
        	6.2	
                Representations
                  and Warranties in Closing Documents.
                  All statements contained in a certificate or other instrument delivered
                  by
                  or on behalf of the Company pursuant hereto or in connection with
                  the
                  transactions contemplated hereby shall be deemed to be representations
                  and
                  warranties by the Company.

              


      

    

     

    
      
        	6.3	
                Survival
                  of Representations and Warranties.
                  The representations and warranties of the Company contained in
                  this
                  Agreement shall survive the Closing and the payment of the Purchase
                  Price
                  and, notwithstanding the Closing and the payment of the Purchase
                  Price,
                  the representations and warranties of the Company shall continue
                  in full
                  force and effect for the benefit of the
                  Purchaser.

              


      

    

     

    
      
        	6.4	
                Reliance.
                  The Company acknowledges and agrees that the Purchaser has entered
                  into
                  this Agreement relying on the warranties and representations and
                  other
                  terms and conditions of this Agreement as a portion of the information
                  the
                  Purchaser is relying on in making the decision to enter into this
                  Agreement.

              


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    SECTION
      7

    COVENANTS
      OF THE STOCKHOLDERS

     

    
      
        	7.1	
                Stockholders’
                  Covenants.
                  Each of the Stockholders individually covenants and agrees with
                  the
                  Purchaser that, from and after the date of execution of this Agreement
                  to
                  the Closing Date, each of the Stockholders will to the best of
                  his ability
                  ensure the execution and delivery of all documents and instruments
                  required to be executed and delivered by the Stockholders hereunder
                  and
                  will take all steps and proceedings and execute such further assurances
                  and documents as may be required to effect the transfer to and
                  register
                  the Future Now Stock in the name of the Purchaser and to fulfill
                  the terms
                  and conditions of this Agreement.


              


      

    

     

    
      
        	7.2	
                Indemnity
                  by the Stockholders.
                  Without prejudicing any other remedy available to the Purchaser
                  at law or
                  in equity, the Stockholders shall indemnify and save harmless the
                  Purchaser from and against any and all costs, losses, damages or
                  expenses
                  suffered or incurred by the Purchaser in any manner arising out
                  of or
                  relating to:

              


      

    

     

    
      
        	
              	(a)	
                any
                  representation or warranty of the Stockholders set forth in this
                  Agreement
                  being untrue or incorrect or the failure of the Stockholders to
                  observe or
                  perform any of their obligations pursuant
                  hereto;

              


      

    

     

    
      
        	
              	(b)	
                any
                  misrepresentation in or omission from any certificate or other
                  instrument
                  furnished to the Purchaser hereunder;
                  and

              


      

    

     

    
      
        	
              	(c)	
                any
                  and all actions, suits, proceedings, demands, assessments, judgments,
                  costs and legal and other expenses incident to any of the
                  foregoing.

              


      

    

     

    SECTION
      8 

    COVENANTS
      OF THE COMPANY

     

    
      
        	8.1	
                Company’s
                  Covenants.
                  The Company covenants and agrees with the Purchaser that, from
                  and after
                  the date of execution of this Agreement to the Closing Date, the
                  Company
                  will to the best of its
                  ability:

              


      

    

     

    
      
        	
              	(a)	
                conduct
                  and cause the Subsidiary to conduct its business in the ordinary
                  and
                  normal course and will not do or fail to do anything that would
                  result in
                  the representations and warranties of the Company herein not to
                  be true
                  and correct at the time of
                  Closing;

              


      

    

     

    
      
        	
              	(b)	
                execute
                  and deliver all documents and instruments required to be executed
                  and
                  delivered by the Company hereunder and will take all steps and
                  proceedings
                  and execute such further assurances and documents as may be required
                  to
                  effect the transfer to and register the Future Now Stock in the
                  name of
                  the Purchaser and to fulfill the terms and conditions of this Agreement;
                  

              


      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(c)	
                obtain
                  all necessary shareholders and directors’ resolutions to effect the
                  transactions contemplated by this Agreement and do all other things
                  reasonably necessary to facilitate the transactions contemplated
                  herein;

              


      

    

     

    
      	
            	(d)	
              maintain
                all existing insurance coverage with respect to the business and
                premises
                in full force and effect until completion of the
                Closing;

            


    

     

    
      
        	
              	(e)	
                ensure
                  that Jeffrey Eisenberg, Bryan Eisenberg, William Schloth, Howard
                  Kaplan
                  and John Quarto Von-Tivadar (collectively “Key Employees”) enter into
                  management agreements made effective as of the Closing Date and
                  that will
                  survive the Closing, on the terms and conditions satisfactory to
                  the
                  Company and the Key Employees in the general form as provided under
                  Schedule 8.1(e).

              


      

    

     

    
      
        	8.2	
                Indemnity
                  by the Company.
                  Without prejudicing any other remedy available to the Purchaser
                  at law or
                  in equity, the Company shall indemnify and save harmless the Purchaser
                  from and against any and all costs, losses, damages or expenses
                  suffered
                  or incurred by the Purchaser in any manner arising out of or relating
                  to:

              


      

    

     

    
      
        	
              	(a)	
                any
                  representation or warranty of the Company set forth in this Agreement
                  being untrue or incorrect or the failure of the Company to observe
                  or
                  perform any of its obligations pursuant
                  hereto;

              


      

    

     

    
      
        	
              	(b)	
                any
                  and all indebtedness or liability of the Company existing at the
                  time of
                  the Closing which was not disclosed in writing to the Purchaser
                  by the
                  Company;

              


      

    

     

    
      
        	
              	(c)	
                any
                  misrepresentation in or omission from any certificate or other
                  instrument
                  furnished to the Purchaser hereunder;
                  and

              


      

    

     

    
      
        	
              	(d)	
                any
                  and all actions, suits, proceedings, demands, assessments, judgments,
                  costs and legal and other expenses incident to any of the
                  foregoing.

              


      

    

     

    SECTION
      9

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

     

    
      
        	9.1	
                Representations
                  and Warranties of the Purchaser.
                  The Purchaser represents and warrants, as of the date hereof and
                  the
                  Closing Date, that:

              


      

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	(a)	
                  Each
                    report delivered to the Company is a true and complete copy of
                    such
                    document as filed by the Company with the Securities and Exchange
                    Commission (the “SEC”). The Purchaser has filed in a timely manner all
                    documents that the Purchasser 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 Purchaser 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 Purchasser 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);


                


        

      

    

     

    
      
        
          
            	
                  	(b)	
                    the
                      Purchaser has full and absolute right power and authority to
                      enter into
                      this Agreement on the terms and conditions herein set forth
                      and to enter
                      into the transactions contemplated hereby and to issue the
                      Purchaser Stock
                      to the Stockholders on the Closing Date;


                  


          

        

      

    

     

    
      
        	
              	(c)	
                the
                  Agreement, once duly executed, and delivered by the Purchaser will
                  constitute a legal, valid and binding obligation of the Purchaser
                  in force
                  or against the Purchaser in accordance with the terms
                  herein;

              


      

    

     

    
      
        	
              	(d)	
                no
                  proceedings have been taken or authorized by the Purchaser or to
                  the
                  knowledge of the Purchaser by any person with respect to the bankruptcy,
                  insolvency, liquidation, dissolution or winding up of the Purchaser
                  or
                  with respect to any amalgamation, merger, consolidation, arrangement
                  or
                  reorganization related to the
                  Purchaser;

              


      

    

     

    
      
        	
              	(e)	
                the
                  authorized capital stock of the Purchaser consists of 900,000,000
                  shares
                  of Common Stock, without par value and 50,000,000 shares of Preferred
                  Stock with a par value of $0.001, of which 52,848,000 shares of
                  Common
                  Stock are issued and outstanding as of the date hereof, all of
                  which have
                  been duly and validly authorized to be issued in accordance with
                  the
                  applicable laws and validly outstanding, fully paid and
                  non-assessable;

              


      

    

     

    
      
        	
              	(f)	
                as
                  of the Closing Date there will be:


              


      

    

     

    
      
        	
              	(i)	
                no
                  outstanding options, warrants, rights of first refusals, other
                  rights to
                  purchase any shares of the Purchaser or any other securities;
                  and

              


      

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(ii)	
                no
                  other commitments of any kind for the issuance of additional shares
                  of the
                  Purchaser, other than disclosed
                  herein;

              


      

    

     

    
      
        	
              	(g)	
                all
                  the Purchaser Stock will be issued to the Stockholders hereunder
                  in
                  compliance with applicable laws and articles of the Purchaser and
                  would be
                  issued as fully paid and non-assessable and free and clear of all
                  liens,
                  charges, encumbrances and trading restrictions other than as may
                  be
                  imposed by securities
                  regulators;

              


      

    

     

    
      
        	
              	(h)	
                the
                  directors and officers of the Purchaser are as
                  follows:

              


      

    

     

    
      	
              Name

            	 	
              Positions
                Held

            
	
              Gordon
                Samson

            	 	
              President,
                CFO and Director

            


    

    


    
      
        	
              	(i)	
                attached
                  hereto as Schedule
                  9(i)
                  are true and complete copies of the Purchaser’s audited financial
                  statements for the two fiscal years ended June 30, 2007, and June
                  30, 2006
                  (the “Purchaser’s Financial
                  Statements”);

              


      

    

     

    
      
        	
              	(j)	
                the
                  Purchaser’s Financial Statements are prepared in accordance with the US
                  GAAP and present fairly the financial position, results of operations
                  and
                  statements of changes in the Purchaser’s financial position for the period
                  indicated;

              


      

    

     

    
      
        	
              	(k)	
                no
                  adverse material changes in the affairs of the Purchaser have occurred
                  since June 30, 2007 and there are no liabilities contingent or
                  otherwise
                  of the Purchaser which are not disclosed or reflected in the Purchaser’s
                  Financial Statements.

              


      

    

     

    
      
        	
              	(l)	
                there
                  are no litigation proceedings or investigations, planned or threatened
                  against the Purchaser nor does the Purchaser know or have grounds
                  to know
                  of any basis for any litigation proceeding or investigation against
                  the
                  Purchaser except as disclosed in writing to the
                  Stockholders;

              


      

    

     

    
      
        	
              	(m)	
                since
                  December 31, 2006, the Purchaser’s business has been operated
                  substantially in accordance with all laws, rules, regulations,
                  and orders
                  the regulatory authorities and there has not
                  been:

              


      

    

     

    
      
        	
              	(i)	
                any
                  event or change in the circumstances or liabilities of the Purchaser
                  that
                  has had, or which the Purchaser may expect to have, a material
                  adverse
                  effect on the Purchaser or its business;


              


      

    

     

    
      
        	
              	(ii)	
                any
                  change in liabilities of the Purchaser that has had, or which the
                  Purchaser may expect to have, a material adverse effect on the
                  Purchaser;

              


      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	(iii)	
                  any
                    incident, assumption or guarantee of any indebtedness for borrowed
                    money
                    by the Purchaser; 


                


        

      

    

     

    
      
        	
              	(iv)	
                any
                  payments by the Purchaser in respect of any indebtedness of the
                  Purchaser
                  for borrowed money or in satisfaction for any liabilities of the
                  Purchaser
                  other than in the ordinary course of
                  business;

              


      

    

     

    
      
        	
              	(v)	
                the
                  creation, assumption or sufferance of the existence of any lien
                  or any
                  assets reflected on the Purchaser’s Financial
                  Statements;

              


      

    

     

    
      
        	
              	(vi)	
                any
                  transaction or commitment made, or any contract entered into by
                  the
                  Purchaser;

              


      

    

     

    
      
        	
              	(vii)	
                any
                  grant of any severance, continuation or termination paid to any
                  directors,
                  officers, stockholders or employees of the Purchaser or the entering
                  into
                  of any employment deferred compensation or other similar agreement
                  or
                  amendment or variation to any such existing
                  agreement;

              


      

    

     

    
      
        	
              	(viii)	
                any
                  change by the Purchaser in its accounting principles, methods or
                  practices
                  or in the manner it keeps its books and
                  records;

              


      

    

     

    
      
        	
              	(ix)	
                any
                  distribution, dividend, bonus, management fee or other payment
                  by the
                  Purchaser to any of its respective officers, directors, stockholders
                  or
                  affiliates or any of their respective affiliates or associates;
                  and
                  

              


      

    

     

    
      
        	
              	(x)	
                any
                  material capital expenditures or commitment by the Purchaser or
                  material
                  sale, assignment, transfer, lease or other dispositions of or agreement
                  to
                  sell, assign, transfer, lease or otherwise dispose of any assets
                  of
                  property by the Purchaser other than in the ordinary course of
                  business;

              


      

    

     

    
      	
            	(n)	
              there
                are no contracts or indebtedness between the Purchaser and any of
                its
                shareholders, affiliates, or associates of any of its shareholders
                other
                than disclosed herein;

            


    

     

    
      
        	
              	(o)	
                there
                  are no material contracts to which the Purchaser is a party other
                  than as
                  specified in this Agreement;

              


      

    

     

    
      
        	
              	(p)	
                the
                  operation of the Purchaser’s business has not violated or infringed any
                  securities laws or
                  regulations;

              


      

    

     

    
      	
            	(q)	
              the
                information contained in the documents, certificates and written
                statements, including this Agreement and the attachments thereto,
                furnished by the Purchaser to the Stockholders, is true and complete
                in
                all material respects and does not omit to state any material facts
                necessary in order to make the statements therein not
                misleading;

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(r)	
                there
                  are no facts known to the Purchaser that have not been disclosed
                  to the
                  Stockholders in writing that could reasonably have a material adverse
                  effect on the Purchaser;

              


      

    

     

    
      
        	
              	(s)	
                the
                  Purchaser is acquiring the Future Now Stock for investment in its
                  own
                  account and not as a nominee or agent and not with a view to or
                  for resale
                  in connection with any distributions thereof in the United States.
                  The
                  Purchaser understands that the Future Now Stock has not been and
                  will not
                  be registered under the US securities laws and the applicable state
                  laws
                  by reason of a specific exemption from the registration provisions
                  of the
                  US securities laws and the state laws, the availability of which
                  depends
                  upon, among other things, the bona fide nature of the investment
                  intent
                  and the accuracy of the Purchaser’s representations as expressed
                  herein;

              


      

    

     

    
      
        	
              	(t)	
                the
                  Purchaser is a U.S. Company and is not acquiring the Future Now
                  Stock for
                  the account or benefit of any U.S. person;


              


      

    

     

    SECTION
      10

    COVENANTS
      OF THE PURCHASER

     

    
      
        	10.1	
                Covenants
                  of the Purchaser.
                  The Purchaser covenants and agrees with the Company and the Stockholders
                  that:

              


      

    

     

    
      
        	
              	(a)	
                it
                  will pay on the Closing Date the Purchase Price in the manner described
                  in
                  this Agreement; 

              


      

    

     

    
      
        	
              	(b)	
                from
                  and after the date of this Agreement until the Closing, as soon
                  as the
                  Purchaser has determined that a state of facts exists which results
                  in or
                  will result in any representation or warranty contained in this
                  Agreement
                  being untrue or incorrect in any material respect on the Closing
                  Date, the
                  Purchaser will notify the Company and the Stockholders of such
                  state of
                  facts; and

              


      

    

     

    
      
        	
              	(c)	
                it
                  will attend to obtaining shareholders’ approval of this
                  Agreement.

              


      

    

     

    
      
        	10.2	
                Indemnity
                  by the Purchaser.
                  The Purchaser shall indemnify and save harmless the Company and
                  the
                  Stockholders from and against any and all costs, losses, damages
                  or
                  expenses suffered or incurred by the Company and the Stockholders
                  in any
                  manner arising out of or relating
                  to:

              


      

    

     

    
      
        	
              	(a)	
                any
                  misrepresentation or non-fulfillment of any covenant on the part
                  of the
                  Purchaser under this Agreement;
                  and

              


      

    

     

    
      
        	
              	(b)	
                any
                  and all actions, suits, proceedings, demands, assessments, judgments,
                  costs and legal and other expenses incident to any of the
                  foregoing.

              


      

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    SECTION
      11

    CLOSING
      CONDITIONS

     

    
      
        
          	11.1	
                  Conditions
                    Precedent to Closing by the Purchaser.
                    The Purchaser’s obligation to consummate the transactions contemplated by
                    this Agreement is subject to the satisfaction of the conditions
                    set forth
                    below and/or the delivery of all of the documents, items, certificates
                    and
                    instruments described below, all of which documents, items, certificates
                    and instruments must be in form and substance satisfactory to
                    the
                    Purchaser, unless any such condition is waived by the Purchaser
                    at the
                    Closing. The Closing of the Transaction contemplated by this
                    Agreement
                    will be deemed to mean a waiver of all conditions to Closing.
                    

                


        

      

    

     

    
      	 	
              (a)

            	
              Representations
                and Warranties.
                The representations and warranties of the Stockholders and the Company
                set
                forth in this Agreement will be true, correct and complete in all
                respects
                as of the Closing Date, as though made on and as of the Closing Date.
                The
                representations and warranties of the Stockholders and Company in
                this
                Agreement, subject to any supplement to the schedules of this Agreement,
                will be true, correct and complete in all material respects as of
                the date
                hereof and as of the Closing Date, as though made on and as of such
                dates
                and the Stockholders and the Company will each have delivered to
                the
                Purchaser a certificate dated as of the Closing Date, to the effect
                that
                the representations and warranties made by the Stockholders and the
                Company in this Agreement are true and correct, or if they are not
                true
                and correct, including a description of the extent to which they
                are no
                longer true and correct. 

            


    

     

    
      	 	
              (b)

            	
              Supplement
                to Schedules.
                Any additional disclosures made in the supplemental Schedules of
                the
                Stockholders and Company made pursuant to this Agreement will be
                acceptable to the Purchaser in its sole
                discretion.

            


    

     

    
      
        	
              	(c)	
                Performance.
                  All of the covenants and obligations that the Stockholders and
                  Company are
                  required to perform or to comply with pursuant to this Agreement
                  at or
                  prior to the Closing (considered collectively), and each of these
                  covenants and obligations (considered individually), must have
                  been
                  performed and complied with in all material respects. The Stockholders
                  and
                  the Company must have delivered each of the documents required
                  to be
                  delivered by it pursuant to this Agreement and any other documents
                  reasonably requested by the Stockholders or the Company and all
                  such
                  documents are satisfactory to the
                  Purchaser.

              


      

    

     

    
      
        	
              	(d)	
                Secretary’s
                  Certificate - Company.
                  The Purchaser will have received: (i) a certificate of the Secretary
                  or Assistant Secretary of the Company attaching (a) a copy of the
                  Company’s certificate of incorporation, as amended through the Closing
                  Date certified by the Secretary of State of the State of Delaware,
                  (b) a true and correct copy of the Company’s bylaws, as amended and
                  (c) true and correct copies of resolutions of the Company’s board of
                  directors and Stockholders authorizing this Agreement and the Transaction
                  contemplated herein; and (ii) a certificate of the Secretary or
                  Assistant Secretary of the Company as to the incumbency and signatures
                  of
                  the officers of the Company executing this Agreement and the Transaction
                  documents executed by the Company on the Closing Date as contemplated
                  by
                  this Agreement. 

              


      

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(e)	
                Transfer
                  of Certificates; Release of Liens.
                  The Purchaser will have received the certificates representing
                  the issued
                  and outstanding Future Now Stock, duly endorsed in blank (or accompanied
                  by duly executed stock powers duly endorsed in blank), in each
                  case in
                  proper form for transfer, with signatures guaranteed, and, if applicable,
                  with all stock transfer and any other required documentary stamps
                  affixed
                  thereto or appropriate instructions or agreements from the Stockholders
                  to
                  allow the shares of Future Now Stock to be legally and beneficially
                  transferred into the name of the Purchaser. The Purchaser will
                  receive
                  evidence to its satisfaction that any liens or encumbrances on
                  the Future
                  Now Stock have been released as of the Closing
                  Date.

              


      

    

     

    
      
        	
              	(f)	
                Financing.
                  The Purchaser will have received evidence from the Purchaser’s deposit
                  agent for the New Financing (as defined in Section 3.8) that (i) it
                  is holding signed investment documents from offerees for at least
                  $1,000,000 in readily available funds from such offerees, and
                  (ii) there are appropriate instructions in effect so that,
                  immediately after the Closing Date, the Purchaser will receive
                  net
                  proceeds from the New Financing of at least $1,000,000, net of
                  any and all
                  fees and other New Financing obligations, including, but not limited
                  to,
                  prepaid interest, commissions, placement
                  fees.

              


      

    

     

    
      
        	
              	(g)	
                No
                  Material Adverse Change.
                  As of the Closing Date, there will have been no material adverse
                  change in
                  the business, operations, properties, prospects, assets, or condition
                  of
                  the Company or its Subsidiary and no event will have occurred or
                  circumstance will have arisen that may result in such a material
                  adverse
                  change. 

              


      

    

     

    
      
        	
              	(h)	
                Employment
                  Agreement.
                  The Purchaser, the Company, or the Company’s Subsidiary will have entered
                  into an employment agreement with each of Jeffrey Eisenberg, Bryan
                  Eisenberg, William Schloth, John Quarto Von-Tivadar and Howard
                  Kaplan, in
                  substantially the form of Schedule
                  11.1(h)
                  attached to this Agreement (each, the “Employment Agreement” and
                  collectively, the “Employment Agreements”).


              


      

    

     

    
      
        	
              	(i)	
                Post-Closing
                  Directors and Resolutions.
                  The Post-Closing Directors (as defined in Section 4) will have
                  been
                  identified and/or approved by the relevant parties and duly appointed
                  to
                  the Purchaser’s Board of Directors as described in Section 4. The
                  Post-Closing Directors of the Purchaser will execute the Closing
                  Date
                  Resolutions.

              


      

    

     

    
      
        	
              	(j)	
                Adjustment
                  to the Company’s Note Holders Notes and Warrants.
                  The Purchaser will have received documentation to its satisfaction
                  evidencing the adjustment to the Company’s Note Holder Notes and Original
                  Warrant agreements (collective the “Investment Agreements”) related to the
                  reset of the conversion and exercise price as well as their registration
                  rights.

              


      

    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    11.2 Conditions
      Precedent to Closing by the Stockholders.
      The
      Stockholders’ obligation to consummate the Transaction contemplated by this
      Agreement is subject to the satisfaction of the conditions set forth below
      and/or the delivery of all of the documents, items, certificates and instruments
      described below, all of which documents, items, certificates and instruments
      must be in form and substance satisfactory to the Stockholders, unless such
      condition is waived by the Stockholders at the Closing. The Closing of the
      Transaction contemplated by this Agreement will be deemed to mean a waiver
      of
      all conditions to Closing.

     

    
      
        	
              	(k)	
                Representations
                  and Warranties.
                  The representations and warranties of the Purchaser set forth in
                  this
                  Agreement will be true, correct and complete in all respects as
                  of the
                  Closing Date, as though made on and as of the Closing Date. The
                  representations and warranties of the Purchaser in this Agreement,
                  subject
                  to any supplement to the schedules made pursuant to this Agreement,
                  will
                  be true, correct and complete in all material respects as of the
                  date
                  hereof and as of the Closing Date, as though made on and as of
                  such dates
                  and the Purchaser will have delivered to the Stockholders a certificate
                  dated the Closing Date, to the effect that the representations
                  and
                  warranties made by the Purchaser in this Agreement are true and
                  correct,
                  or if they are not true and correct, including a description of
                  the extent
                  to which they are no longer true and correct.


              


      

    

     

    
      
        	
              	(l)	
                Supplement
                  to Schedules.
                  Any additional disclosures made in the supplemental schedules of
                  the
                  Purchaser made pursuant to this Agreement will be acceptable to
                  the
                  Stockholders in their sole
                  discretion.

              


      

    

     

    
      
        	
              	(m)	
                Performance.
                  All of the covenants and obligations that the Purchaser is required
                  to
                  perform or to comply with pursuant to this Agreement at or prior
                  to the
                  Closing (considered collectively), and each of these covenants
                  and
                  obligations (considered individually), must have been performed
                  and
                  complied with in all material respects. The Purchaser must have
                  delivered
                  each of the documents required to be delivered by it pursuant to
                  this
                  Agreement.

              


      

    

     

    
      
        	
              	(n)	
                Secretary’s
                  Certificate.
                  The Stockholders will have received (i) a certificate of the
                  Secretary or Assistant Secretary of the Purchaser attaching (a) a
                  copy of the Purchaser’s certificate of incorporation, as amended through
                  the Closing Date certified by the Secretary of State of the State
                  of
                  Nevada, (b) a true and correct copy of the Purchaser’s bylaws, as
                  amended and (c) true and correct copies of resolutions of the
                  Purchaser’s board of directors authorizing this Agreement and the
                  transactions contemplated herein; and (ii) a certificate of the
                  Secretary or Assistant Secretary of the Purchaser as to the incumbency
                  and
                  signatures of the officers of the Purchaser executing this Agreement
                  and
                  any other Transaction documents executed by the Purchaser on the
                  Closing
                  Date as contemplated by this Agreement.


              


      

    

     

    
      
        	
              	(o)	
                Certificates
                  for Purchaser Stock.
                  The Stockholders will have received the certificates representing
                  the
                  Purchaser Stock, duly executed (or accompanied by duly executed
                  stock
                  powers) or evidence that the Purchaser has given written instructions
                  to
                  the Purchaser’s transfer agent for the delivery of the certificates to the
                  Stockholders.

              


      

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(p)	
                Financing.
                  The Stockholders will have received evidence from the Purchaser’s deposit
                  agent for the New Financing (as defined in Section 3.8) that (i) it
                  is holding signed Investment Documents from offerees for at least
                  $1,000,000 in readily available funds from such offerees, and
                  (ii) there are appropriate instructions in effect so that,
                  immediately after the Closing Date, the Purchaser will receive
                  net
                  proceeds from the New Financing of at least $1,000,000, net of
                  any and all
                  fees and other New Financing obligations, including, but not limited
                  to,
                  prepaid interest, commissions, placement
                  fees.

              


      

    

     

    
      
        	
              	(q)	
                No
                  Action.
                  No suit, action, or proceeding will be pending or threatened before
                  any
                  governmental or regulatory authority wherein an unfavorable judgment,
                  order, decree, stipulation, injunction or charge would (i) prevent
                  consummation of any of the transactions contemplated by this Agreement
                  as
                  reasonably determined by the Stockholders; (ii) cause any of the
                  transactions contemplated by this Agreement to be rescinded following
                  consummation; or (iii) adversely affect the right of the Purchaser to
                  own, operate or control the business or assets of the
                  Purchaser.

              


      

    

     

    
      
        	
              	(r)	
                Post-Closing
                  Directors and Resolutions.
                  The Post-Closing Directors (as defined in Section 4) will have
                  been
                  identified and/or approved by the relevant parties and duly appointed
                  to
                  the Purchaser’s Board of Directors as described in Section 4. The
                  Post-Closing Directors of the Purchaser will execute the Closing
                  Date
                  resolutions.

              


      

    

     

    
      
        	
              	(s)	
                Reporting
                  Company.
                  The Purchaser will be up to date with all of its regulatory filing
                  obligations with the SEC and any information required to maintain
                  the
                  reporting of trades in the common stock on the OTC Bulletin Board
                  (“OTCBB”).

              


      

    

     

    
      
        	
              	(t)	
                Due
                  Diligence Review.
                  The Stockholders will be reasonably satisfied in all respects with
                  their
                  due diligence investigation of the
                  Purchaser.

              


      

    

     

    
      
        	10.3	
                Closing
                  Escrow.
                  All documents, New Financing proceeds and checks shall be delivered
                  in
                  escrow and all matters of payment, execution, delivery of closing
                  documents shall be deemed to be concurrent requirements and it
                  is
                  specifically agreed that nothing will be complete at the Closing
                  until
                  everything required to complete the Closing has been paid, executed,
                  delivered or fully registered, as the case may
                  be.

              


      

    

     

    SECTION
      12

    RELEASE
      OF CLAIMS

     

    
      	
              12.1

            	
              By
                executing this Agreement, each Stockholder voluntarily releases the
                Company, its directors and affiliates and assigns from any and all
                manner
                of actions, causes of actions, suits, proceedings, debts, dues, profits,
                expenses, contracts, damages, claims, demands and liabilities whatsoever,
                in law or equity, whether known or unknown, suspected or unsuspected,
                which the Stockholders ever had, now have, or may have against the
                Company
                for or by reason of any matter, cause or thing whatsoever done or
                omitted
                to be done by the Company up to the Closing. Each Stockholder hereby
                declares that in making this release it is understood and agreed
                that it
                relies wholly on his/her own judgment, belief and knowledge and the
                nature
                of this release has not been influenced to any extent whatsoever
                in making
                this release by any representation or statement regarding the rights
                of
                the parties hereto made by the Company or any person or persons
                representing the Company and the terms of this release are contractual
                and
                not a mere recital. 

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    SECTION
      13

    GENERAL
      PROVISIONS

     

    
      	13.1	
              Time
                of Essence.
                Time shall be of the essence in this
                Agreement.

            


    

     

    
      	
              13.2

            	
              No
                Merger and Survival.
                The representations, warranties, covenants, indemnities and agreements
                contained in this Agreement or pursuant hereto shall not merge at
                the
                Closing and shall survive and continue in full force and effect from
                the
                Closing Date.

            


    

     

    
      	
              13.3

            	
              Notice.
                All notice, waiver or other communication required or permitted to
                be
                given hereunder shall be in writing and signed by or on behalf of
                such
                party and shall be given to the other party by delivery thereto,
                or by
                sending by prepaid registered mail, telex or facsimile to the address
                of
                the other party as herein set forth or to such other address of which
                notice is given, and any notice shall be deemed not to have been
                sufficiently given until it is received. Any notice or other communication
                contemplated herein shall be deemed to have been received on the
                day
                delivered, if delivered; on the fourth business day following the
                mailing
                thereof, if sent by registered mail; and the second business day
                following
                the transmittal thereof, if sent by telex or facsimile. If normal
                mail,
                telex or facsimile service shall be interrupted by strike, slowdown,
                force
                majeure or other cause, the party sending the notice shall utilize
                any of
                such services which have not been so interrupted or shall deliver
                such
                notice in order to ensure prompt receipt of same by the other
                party.

            


    

     

    
      	
              13.4

            	
              Waiver.
                No waiver of any of the provisions of this Agreement will be deemed
                or
                will constitute a waiver of any other provision (whether or not similar)
                nor will any waiver constitute a continuing waiver unless otherwise
                expressly provided.

            


    

     

    
      	
              13.5

            	
              Regulatory
                Approval.
                This Agreement is subject to incorporation and review by SEC regulators
                on
                a Form 8-K. Form 8-K is to be substantially completed by the Purchaser
                in
                a form as acceptable to the
                Company.

            


    

     

    
      	
              13.6

            	
              Modifications
                and Approvals.
                No amendment, modification, supplement, termination or waiver of
                any
                provision of this Agreement will be effective unless in writing signed
                by
                the appropriate party and then only in the specific instance and
                for the
                specific purpose given.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              13.7

            	
              Further
                Assurances.
                Each of the parties hereby covenants and agrees to execute any further
                and
                other documents and instruments and to do any further and other things
                that may be necessary to implement and carry out the intent of this
                Agreement.

            


    

     

    
      	
              13.8

            	
              Inurement
                and Assignment.
                This Agreement will inure to the benefit of and will be binding upon
                the
                Stockholders and the Company and the Purchaser, and their respective
                personal representatives, heirs, executors, administrators, successors
                and
                permitted assigns. Neither party will assign its rights or obligations
                under this Agreement or any part
                thereof.

            


    

     

    
      	
              13.9

            	
              Counterparts.
                This Agreement may be executed in counterparts or by facsimile and
                each
                such Agreement or facsimile so executed shall be deemed to be an
                original
                and such counterparts together shall constitute one and the same
                Agreement.

            


    

     

    
      	
              13.10

            	
              Severability.
                If any one or more of the provisions contained in this Agreement
                should be
                invalid, illegal or unenforceable in any respect, the validity, legality
                and enforceability of such provision or provisions shall not in any
                way be
                affected or impaired thereby in any other jurisdiction and the validity,
                legality, and enforceability of the remaining provisions shall not
                in any
                way be affected or impaired thereby in any other jurisdiction and
                the
                validity, legality and enforceability of the remaining provisions
                contained herein shall not in any way be affected or impaired
                thereby.

            


    

     

    
      	
              13.11

            	
              Included
                Words.
                Words importing the singular include the plural and vice-versa, and
                words
                importing gender include all
                genders.

            


    

     

    
      	
              13.12

            	
              Entire
                Agreement.
                This Agreement, together with the Schedules hereto, constitutes the
                entire
                agreement between the parties pertaining to the subject matter hereof
                and
                supersedes all prior agreements, understandings, negotiations and
                discussions whether oral or written, of the parties and there are
                no
                warranties, representations or other agreements between the parties
                in
                connection with the subject matter hereof except as specifically
                set forth
                herein.

            


    

     

    
      	
              13.13

            	
              Headings.
                The section and subsection headings are included solely for convenience,
                are not intended to be full or accurate descriptions of the content,
                or to
                be considered part of this
                Agreement.

            


    

     

    
      	
              13.14

            	
              Governing
                Law.
                This Agreement shall be construed and enforced in accordance with
                the laws
                of the State of Nevada. 

            


    

     

    
      	
              13.15

            	
              Confidentiality.
                In the event that the transactions contemplated in this Agreement
                are not
                concluded, the parties hereto agree that all information received
                or
                obtained hereunder or pursuant thereto shall be kept confidential
                except
                such information as may be required to be disclosed or published
                by
                regulatory bodies having jurisdiction and any and all material received
                by
                the Purchaser from the Stockholders relating to the business of the
                Company shall be returned to the
                Stockholders.

            


    

     

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


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF the parties have executed this Agreement on the date first
      above
      written.      

     

    
      	Company
              Stockholders	 	
              Shares
                Held/Escrowed

            
	 	 	 
	
               

              
                
Eisenberg
                Holdings, LLC

              By:
                Jeffrey Eisenberg, Member As Authorized

            	 	
              Shares
                Held: 3,965,609

            
	
               

               

              
                
John
                Quarto-vonTivadar

            	 	
               

              Shares
                Held: 244,706

              Shares
                Escrowed: 209,916

               

               

               

            
	
               

                

              

              Roy
                & Pennie Williams 

            	 	
               

              Shares
                Held: 454,622

            
	 	 	 
	
               

              
                
Lisa
                T. Davis

            	 	
               

              Shares
                Held: 90,924

            
	
               

               

              
                

              

              William
                E. Schloth

            	 	
               

              Shares
                Held: 218,929

            
	
               

               

              
                

              

              L.
                Milton Woods

            	 	
               

              Shares
                Held: 151,670

            
	
               

               

              
                

              

              William
                P. Schloth

            	 	
               

              Shares
                Held: 8,000 

            
	
               

               

              
                

              

              Peter
                Keenoy

            	 	
               

              Shares
                Held: 32,000

            
	
               

               

              
                

              

              Howard
                Kaplan

            	 	
               

              Shares
                Held: 55,556

            
	
               

               

              
                

              

              Ashley
                Kaye 1999 Revocable Trust

            	 	
               

              Shares
                Held: 8,000

            
	
               

               

              
                

              

              James
                Cavallo

            	 	
               

              Shares
                Held: 8,000

            


    

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    


    
      	
              The
                Purchaser:

            	 
	
              FUTURE
                NOW GROUP INC.

               

               

              By:   

              
                

              

              
              

              Authorized
                Signatory

              Name:
                _____________________________   

              Title:
                ______________________________

               

            	 
	
              The
                Company:

            	 
	
              FUTURE
                NOW, INC.

               

               

              Per:  

              
                

              

                 
   Authorized
                Signatory

               

              Name:   Mr.
                Jeffrey Eisenberg

              Title:
                Chief Executive Officer

            	 


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    List
      of Schedules to Share Purchase Agreement

     

    
      	
              Schedule

            	 	
              Page
                of Agreement

            	 	
              Content
                of Schedule

            
	
              2.1

            	 	 	 	
              Company
                Stockholders

            
	 	 	 	 	 
	
              6.1(d)(i)

            	 	 	 	
              Obligations,
                indebtedness and security given of the Company

            
	 	 	 	 	 
	
              6.1(d)
                (ii)

            	 	 	 	
              Form
                of Arrangement with Original Bridge Investors

            
	 	 	 	 	 
	
              6.1(d)(iii)

            	 	 	 	
              List
                of outstanding options and warrants

            
	 	 	 	 	 
	
              6.1(l)

            	 	 	 	
              List
                of employees and key independent contractors

            
	 	 	 	 	 
	
              6.1(p)

            	 	 	 	
              Company’s
                consolidated audited Financial Statements

            
	 	 	 	 	 
	
              6.1(s)

            	 	 	 	
              Intellectual
                property list

            
	 	 	 	 	 
	
              6.1(u)

            	 	 	 	
              Material
                agreements of the Company and the Subsidiary

            
	 	 	 	 	 
	
              8.1
                (e) 

               

              9.1(i)

               

              11.1(h)

            	 	 	 	
              Form
                of Management Agreement with Key Employees

               

              Purchaser’s
                audited Financial Statements

               

              Form
                of employment agreements 

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2.1 - COMPANY STOCKHOLDERS

     

    
      	
              Company
                Shareholders

            	 	
              Pre-RTO
                Shares Held

            	 	
              Pre-Reverse
                % Undiluted

            	 	
              Post-RTO
                Shares Held

            	 
	 	 	 	 	 	 	 	 
	
              Eisenberg
                Holdings, LLC.

            	 	 	
              3,965,609
                

            	 	 	
              72.8

            	
              %

            	 	
              36,681,883
                

            	 
	
              John
                Quarto Von-Tivadar

            	 	 	
              454,622
                

            	 	 	
              8.3

            	
              %

            	 	
              4,205,254
                

            	 
	
              Roy
                & Penne Williams

            	 	 	
              454,622
                

            	 	 	
              8.3

            	
              %

            	 	
              4,205,254
                

            	 
	
              Lisa
                T Davis

            	 	 	
              90,924
                

            	 	 	
              1.7

            	
              %

            	 	
              841,047
                

            	 
	
              William
                E. Schloth

            	 	 	
              218,929
                

            	 	 	
              4.0

            	
              %

            	 	
              2,025,093
                

            	 
	
              L.
                Milton Woods 

            	 	 	
              151,759
                

            	 	 	
              2.8

            	
              %

            	 	
              1,403,771
                

            	 
	
              William
                P Schloth

            	 	 	
              8,000
                

            	 	 	
              0.1

            	
              %

            	 	
              74,000
                

            	 
	
              Peter
                Keenoy

            	 	 	
              32,000
                

            	 	 	
              0.6

            	
              %

            	 	
              296,000
                

            	 
	
              James
                Cavallo

            	 	 	
              8,000
                

            	 	 	
              0.1

            	
              %

            	 	
              74,000
                

            	 
	
              Dr.
                Ashley Kaye

            	 	 	
              8,000
                

            	 	 	
              0.1

            	
              %

            	 	
              74,000
                

            	 
	
              Howard
                Kaplan

            	 	 	
              55,556
                

            	 	 	
              1.0

            	
              %

            	 	
              513,889
                

            	 
	
               

            	 	 	 	 	 	 	 	 	 	 
	
               

            	 	 	
              5,448,021

            	 	 	
              100

            	
              %

            	 	
              50,394,190

            	 


    

     

    Addresses:

    

      
        	
                Certificate
                  Holder

              	 	
                Address

              
	
                John
                  Quarto-vonTivadar

              	 	
                549
                  Morgan Ave

                Brooklyn,
                  NY 11222

              
	 	 	 
	
                William
                  E. Schloth

              	 	
                80
                  Mountain Laurel Rd

                Fairfield,
                  CT 06824

              
	 	 	 
	
                Eisenberg
                  Holdings LLC

              	 	
                c/o
                  Jeffrey Eisenberg

                2401
                  East 23rd
                  Street

                Brooklyn,
                  NY 11235

              
	 	 	 
	
                Peter
                  Keenoy

              	 	
                200
                  Woodhouse Road

                Fairfield,
                  CT. 06824

              
	 	 	 
	
                Ashley
                  Kaye 1999 Revocable Trust

              	 	
                c/o
                  Dr. Ashley Kaye

                184
                  Sidney Bay Drive

                Newport
                  Coast, CA 92657

              
	 	 	 
	
                Lawrence
                  M Woods

              	 	
                P.O.
                  Box 1860

                Worland,
                  WY. 83401

              
	 	 	 
	
                William
                  P. Schloth

              	 	
                253
                  New Norwalk Rd, Unit 4

                New
                  Canaan, CT 06840

              


      

       

      
        	
                Lisa
                  T Davis

              	 	
                223
                  Mike Drive

                Elkton,
                  MD 21921

              
	 	 	 
	
                Roy
                  and Pennie Williams

              	 	
                16221
                  Crystal Hills Drive

                Austin,
                  TX 78737

              
	 	 	 
	
                James
                  Cavallo

                 

              	 	
                5533
                  Forbes Ave, Apt 1

                Pittsburgh,
                  PA 15217

              
	 	 	 
	
                Howard
                  Caplan

              	 	
                184
                  Sackett Street

                Brooklyn,
                  NY 11231

              


      

    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.1(d)(i) - COMPANY OBLIGATIONS, INDEBTEDNESS AND SECURITY
      GIVEN

     

    
      	
              Description

            	 	
              $
                Obligation

            
	
              Computer
                Equipment Lease dated January 25, 2007 for 48 months at $870 per
                month

            	 	
              Face
                amount financed 

              $28,219.27

            
	 	 	 
	
              $675,000
                face value convertible promissory notes, warrant agreement and
                registration rights agreement (collectively, the “Investment Agreements”)
                - 18 separate note holders

            	 	
              Original
                Face amount of $675,000 - Balance as of Closing
                $475,000

            
	 	 	 
	
              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 Acquisition),
                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 

            	 	 
	 	 	 
	
              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.

            	 	 
	 	 	 
	
              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.”

            	 	 
	 	 	 
	
              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”).

            	 	 
	 	 	 


    

    
      	
              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.

            	 	 
	 	 	 
	
              The
                Warrants are seven year warrants and are exercisable into one share
                of the
                Company’s Common Stock (or like security) issued with a Qualified
                Financing or Acquisition. Exercise price is $0.75 and contains a
                cashless
                exercise provision.

            	 	 


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.1(d)(ii) - FORM OF ARRANGEMENT WITH ORIGINAL BRIDGE
      INVESTORS

     

    October
      6, 2007

    


    RE:
      Letter Agreement for additional consideration and addendums to Convertible
      Note
      (“Note Agreement”), Warrant (“Warrant Agreement”), and Registration Rights
      Agreements (“Reg Rights Agr”), (all three collectively, the “Investment
      Document”) with Future Now, Inc. (the “Company”) 

    


    We
      are
      pleased to inform you that we are in the final stages of our transaction whereby
      the Company will effectively merge into Future Now Group, Inc (“FNGI”), a fully
      reporting public entity, traded on the NASDAQ Over the Counter Bulletin Board
      under the symbol FUTR (the “Transaction”). This Transaction will provide the
      Company access to the public capital markets to accelerate its business
      expansion and financing plans. Following the closing of the Transaction, the
      Company and its management will take over control of FNGI. Furthermore, on
      or
      about the closing date of the Transaction, FNGI is expected to close on
      additional funding which we anticipate will provide FNGI with approximately
      $1
      million in capital, net of fees, including, but not limited to, commissions,
      placement and legal fees (the “New Financing”)

    


    The
      Transaction or the New Financing do not qualify as a redemption event as
      provided for under Section 2(b) of your Note Agreement, which states; “the Notes
      shall be redeemed at the earlier of (i) three years from 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 $2,500,000 (“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
      (“Acquisition”). Change of Control shall mean the sale and/or transfer of in
      excess of 50% of then outstanding voting stock of the Company.” However, please
      note that this New Financing will be credited toward the aggregate proceed
      calculation for a Qualified Financing that would trigger Note
      repayment.

    


    To
      facilitate with the closing of the New Financing and the success of the
      Transaction, please acknowledge your agreement to the following addendums (the
      “Addendums”). THESE
      ADDENDUMS ONLY RELATE TO THE TRASACTION DISCUSSED HEREIN AND IF NO CLOSING
      SHOULD OCCUR THIS LETTER AGREEMENT WILL BECOME NULL AND
      VOID.

    


    
      	a)  	
              To
                Note Agreement - Section 2(2) will be amended as follows; ““Conversion
                Price” means the lower of the (i) price per share in a Qualified Financing
                or Acquisition, at a 20% discount, or (ii) the five (5) day average
                closing price of FNGI stock from the day of Closing, or (iii) the
                conversion price of the convertible note as provided for in with
                the New
                Financing, at a 20% discount.”

            


    

    


    
      	b)  	
              To
                the Warrant Agreement - Section 1(b) will be amended as follows;
“Subject
                to the adjustments contained in Paragraph 8, the “Exercise Price” per
                Warrant Share shall be at the lower of the (i) exercise price granted
                for
                any warrant issued as part of the New Financing, or (ii) the five
                (5)
                trading day average closing price of FNGI stock from the day of
                Closing.”

            


    

    


    
      	c)  	
              To
                the Registration Rights Agreement - Section 1(a) will be amended
                as
                follows; “The Holders agree to amended their piggyback registration rights
                such that they allow for any required registration provisions applicable
                to the New Financing to be first
                met.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    
As
      consideration (the “Consideration”) for your agreement to the above Addendums,
      you will receive: Additional
      warrant certificates equal to 100% of the current warrants presently in your
      possession priced at the same discounted terms as described in item (a)
      above.

    


    Please
      note that all other terms and conditions of your Investment Documents will
      remain the same including the Note Redemption Feature which calls for the
      automatic redemption of the Notes in an amount applied which represents three
      and one-half percent (3.5%) of the Company’s gross revenue. Some of you have
      received your first six month interest coupon with others based upon investment
      date will be receiving theirs shortly. 

    


    As
      we are
      in the process of gathering all closing documents, please sign below and return
      in the self-addressed express mail envelope enclosed. Please feel free to
      contact William E. Schloth, our Chief Financial Officer or myself with any
      questions. We look forward to closing this Transaction and continuing to
      maximize our shareholders value. As required per the Investment Document you
      will receive new Investment Documents reflecting the above Addendums and
      Consideration. For your reference we have also attached hereto the Consolidated
      Audited Financial Statements for the Company as of December 31, 2005 and
      2006.

    


    If
      you
      have any further questions on this, please also note that we will be having
      a
      general conference call with our current investors on Thursday, October 11,
      2007
      at 11:00 eastern standard time. To attend this discussions please follow the
      instructions below:

    

      
        	
                Call
                  into:  

              	
                  888-977-8002

              
	
                When
                  prompted code

              	 
	
                In
                  the following: 

              	
                 12342154#

              


      

    

    


    We
      appreciate your continued support and look forward to much success in the
      future.

    


    Sincerely,

    


    


    Jeffrey
      Eisenberg

    Chief
      Executive Officer


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.1(d)(iii) - LIST OF STOCK OPTIONS & WARRANTS

     

    
      	
              Instrument
                & Name

            	 	
              Pre-Transaction
                Options Outstanding

            	 	
              Add'l
                Issuances for Agreed Upon Adjustments

            	 	
              Total
                Closing

            	 
	 	 	 	 	 	 	 	 
	
              Stock
                Options Grants:

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              William
                Schloth

            	 	 	
              293,750
                

            	 	 	
              32,500

            	 	 	
              326,250

            	 
	
              Howard
                Kaplan

            	 	 	
              144,444
                

            	 	 	
              17,361

            	 	 	
              161,806

            	 
	
              Holly
                Buhcanan

            	 	 	
              50,000
                

            	 	 	
              12,500

            	 	 	
              62,500

            	 
	
              Anthony
                Garcia

            	 	 	
              50,000
                

            	 	 	
              12,500

            	 	 	
              62,500

            	 
	
              Melissa
                Burdon

            	 	 	
              2,000
                

            	 	 	
              500

            	 	 	
              2,500

            	 
	
              Michael
                Drew

            	 	 	
              10,000
                

            	 	 	
              2,500

            	 	 	
              12,500

            	 
	
              James
                Novo

            	 	 	
              10,000
                

            	 	 	
              2,500

            	 	 	
              12,500

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                Options

            	 	 	
              560,194
                

            	 	 	
              80,361

            	 	 	
              640,556

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Note
                Holder Warrants:

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Stock
                Purchase Warrants

            	 	 	
              104,000

            	 	 	
              104,000

            	 	 	
              208,000

            	 
	
              Various
                Note Holders

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Other
                Warrant Holders:

            	 	 	
            	 	 	
            	 	 	
            	 
	
               

            	 	 
	 	 	 
	 	 	 
	 	 
	
              Placement
                Agent Warrants

            	 	 	
              34,367

            	 	 	
              90,892

            	 	 	
              125,259

            	 


    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.1(l) - LIST OF EMPLOYEES AND KEY INDEPENDENT CONTRACTORS OF THE
      COMPANY

     

    Active
      Employee/Contractor

     

    Buchannan,
      Holly

    Garcia,
      Anthony

    Burdon,
      Melissa

    Sexton,
      Jeff

    Lee,
      Peter

    McGuigan,
      Daniel

    Patrino,
      Ronald

    Mal
      Watlington

    Davis,
      Lisa

    Hayt,
      Chris

    Marijayne
      Bushey

    Gorell,
      Robert

    Quarto-vonTivadar,
      John

    Eisenberg,
      Bryan

    Kotek,
      Brian

    Kaplan,
      Cindy

    Eisenberg,
      Esther

    Maher,
      Jimmy

    Johnson,
      Cindy

    Eisenberg,
      Jeff

    Schloth,
      William

    Howard
      Kaplan


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.1(p) - COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.1(s) INTELLECTUAL PROPERTY LIST

     

    URLS:
      www.persuasionarchitectureinc.com; www.futurenowinc.com;
      www.grokdotcom.com

     

    PATENTS:
      None presently pending.

     

    TRADEMARKS:
      “PERSUASION ARCHITECTURE” presently pending.


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.1(u) - MATERIAL CONTRACTS OF THE COMPANY & SUBSIDIARY (OTHER THAN
      EMPLOYMENT AGREEMENTS)

     

    
      	-  	
              Office
                Lease Agreement Dated October 17, 2007 for Occupancy December 15,
                2007.

            


    

     

    
      	-  	
              Promissory
                Notes with William E Schloth and Howard
                Kaplan

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8.1(e) - FORM OF MANAGEMENT AGREEMENT WITH KEY EMPLOYEES

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    SCHEDULE
      9.1(i) - PURCHASER’S AUDITED ANNUAL FINANCIAL STATEMENTS 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      11.1(h) - DRAFT FORM OF EMPLOYMENT AGREEMENTS

     

    
      
        
        

      

      
        36