Call
          Option Deed

      

       

      
        

      



    
      	
              CALL
                OPTION DEED

            


    

     

    
      

    

    

      
        	
                THIS
                  DEED
                  is
                  made the 

              	 	
                day
                  of

              	 	
                2008

              


      

    

    


    BETWEEN

    


    	1.  	
            ALKEMI
              INTERNATIONAL PTY LTD 

          


    	 	ACN
            091 104 997


    
      
        	
                of
                  Level 1, 1 Quens Road, Melbourne Victoria 3004 Australia

              	
                ("Grantor")

              


      

    

     

    AND

    


    	2.  	
            FUTURE
              NOW INC

          


    
      
        	
                of
                  2401 East 23rd
                  Street, Brooklyn New York 11235 United States

              	
                ("Grantee")

              


      

    

     

    BACKGROUND

    


    	A.  	
            The
              Grantor as at the date of this Call Option Deed, has issued 959,300
              ordinary shares in the Grantor.

          


     

    	B.  	
            The
              Grantor has authorised the further issue of 159,897 ordinary shares
              in
              additional to the shares already issued by the Grantor (the "Shares").

          


     

    	C.  	
            The
              Grantor has agreed to grant the Grantee the option to purchase the
              Shares,
              on the terms and conditions set out in this Deed.
              

          


     

    THE
      PARTIES AGREE AS FOLLOWS:

    


    	1.  	
            INTERPRETATION

          


     

    	1.1.  	
            In
              this Deed, unless the context otherwise
              requires:

          


     

    "Authorised
      Officer"
      means a
      director, secretary or manager.

    


    "Business
      Day"
      means
      Monday, Tuesday, Wednesday, Thursday or Friday other than a day gazetted to
      be a
      holiday in Brisbane.

    


    "Call
      Option Fee"
      means
      the sum of $1.00.

    


    "Call
      Option Notice"
      means
      the notice of exercise of the Call Option in clause 2.

    


    "Contract"
      means
      the contract for the sale and purchase of the Sale Property in
      Annexure A.

    


    "Deed"
      means
      this Deed and any Schedule.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    "Option
      Price”
      means
      One Dollar (AUD $1.00) per ordinary share

    


    	1.2.  	
            Unless
              expressed to the contrary:

          


     

    	1.2.1.  	
            Words
              importing

          


     

    	1.2.1.1.  	
            the
              singular includes the plural and vice
              versa;

          


     

    	1.2.1.2.  	
            any
              gender includes the other genders;

          


     

    	1.2.2.  	
            if
              a word or phrase is defined, cognate words and phrases have corresponding
              definitions;

          


     

    	1.2.3.  	
            a
              reference to

          


     

    	1.2.3.1.  	
            a
              person includes legal personal representatives, successors and permitted
              assigns;

          


     

    	1.2.3.2.  	
            time
              is to local time in Victoria, Australia;

          


     

    	1.2.3.3.  	
            $
              or "dollars" is a reference to the lawful currency of
              Australia;

          


     

    	1.2.3.4.  	
            writing
              includes any mode of representing or reproducing words in tangible
              and
              permanently visible form and includes facsimile
              transmissions;

          


     

    	1.2.3.5.  	
            all
              parties, clauses or schedules unless otherwise provided, is a reference
              to
              the parties, clauses or schedules of or to this
              Deed;

          


     

    	1.2.3.6.  	
            a
              consent or notice is to be in writing unless otherwise
              stated;

          


     

    	1.2.4.  	
            terms
              defined in the Contract have the same meaning in this Deed as they
              have in
              the contract;

          


     

    	1.2.5.  	
            in
              calculating time under this Deed the term "day" means calendar day
              unless
              the contrary appears. If any period of time expires on a Saturday,
              Sunday
              or gazetted holiday for the City of Melbourne, Australia then the period
              will be taken to expire on the next Business Day. The term "year" means
              a
              calendar year of 365 or 366 days as the case may
              be.

          


     

    	1.3.  	
            Headings
              do not affect the interpretation of this
              Deed.

          


     

    	2.  	
            CALL
              OPTION

          


     

    	2.1.  	
            In
              consideration of the Call Option Fee, the Grantor grants to the Grantee
              this Call Option on the terms and conditions set out in this
              Deed.

          


     

    	2.2.  	
            The
              Grantee may exercise this Call Option by giving the Call Option Notice
              to
              the Grantor at the address for service of notices set out in this Deed
              during the period commencing on 1  July 2006 and ending at 5.00 pm on
              30 June 2011.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    	2.3.  	
            Upon
              a Call Option being validly exercised, a contract for the sale and
              purchase part of or all of the Shares will arise between the Grantor
              as
              Vendor and the Grantee as Purchaser and the date of the Contract will
              be
              the date of the Call Option Notice.

          


     

    	2.4.  	
            If
              this Call Option is validly exercised, the Grantor must issue to the
              Grantee such number of Shares that the Grantee has subscribed for and
              the
              Grantee must pay the Option Price for those
              Shares.

          


     

    	2.5.  	
            Despite
              clause 2.4,
              the Contract will be binding on the parties pursuant to
              clause 2.3,
              even if it is not actually signed by all
              parties.

          


     

    	2.6.  	
            In
              the event that the Grantor is indebted to the Grantee for any trade
              accounts, the Grantee shall be entitled to allocate such indebtedness
              (but
              excluding the GST component of that indebtedness) of the Grantor in
              settlement (or part settlement as the case may be) of the purchase
              price
              of the Shares. 

          


     

    	3.  	
            OPTION
              FEE

          


     

    The
      Call
      Option Fee is payable by the Grantee to the Stakeholder on the date of this
      Deed.

     

    	4.  	
            NOTICES

          


     

    	4.1.  	
            A
              communication in connection with this Deed


          


     

    	4.1.1.  	
            may
              be given by an authorised officer of the relevant party or the solicitors
              for the relevant party;

          


     

    	4.1.2.  	
            must
              be in writing;

          


     

    	4.1.3.  	
            may
              be left at the address of the addressee or their solicitor in Australia,
              or sent by prepaid ordinary post to the address of the addressee or
              their
              solicitor in Australia or by facsimile to the facsimile number of the
              addressee or their solicitor in Australia or sent by email to the email
              address of the addressee or their
              solicitor.

          


     

    	4.2.  	
            Unless
              a later time is specified in it, a communication takes effect from
              the
              time it is actually received or taken to be
              received.

          


     

    	4.3.  	
            A
              communication is taken to be received

          


     

    	4.3.1.  	
            in
              the case of delivery by hand, on the day of delivery if delivered by
              5.00
              pm on a Business Day, otherwise on the next Business
              Day;

          


     

    	4.3.2.  	
            in
              the case of delivery by post, on the day when, by the ordinary course
              of
              post, it would have been delivered;

          


     

    	4.3.3.  	
            in
              the case of an email, on the day on which the addressee indicates by
              return email that the email was received.

          


     

    	4.3.4.  	
            in
              the case of a facsimile, on the day shown on the transmission report
              produced by the machine from which the facsimile was sent which indicates
              that the facsimile was sent in its entirety to the facsimile number
              of the
              recipient notified for the purpose of this clause but if the time of
              transmission is after 5:00 pm on a Business Day the facsimile is to
              be
              taken to be received on the following
              day.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    	4.4.  	
            Addresses
              for service of communication are as
              follows:

          


     

    To
      the Grantor:

     

    
      	 	
              Name:

            	
              Alkemi
                International Pty Ltd

            


      	 	 	 


    

    
      	 	
              Address:

            	
              Level
                1, 1 Queens Road, Melbourne, Victoria 3004
                Australia

            


      	 	 	 


    

    
      	 	
              Telephone:

            	
              61
                3 9863 9933

            


      	 	 	 


    

    
      	 	
              Facsimile:

            	
              61
                3 8640 0541

            


      	 	 	 


    

    
      	 	
              Email:

            	
              nstewart@alkemi.com.au
                

            


    

    


    Or
      to the Grantor's Solicitor:

     

    
      	 	
              Name:

            	
              Lardner
                & Associates

            


      	 	 	 


    

    
      	 	
              Address:

            	
              55
                Mt Eliza Way, Mt Eliza Vic 3930

            


      	 	 	 


    

    
      	 	
              Telephone:

            	
              (03)
                9787 4511

            


      	 	 	 


    

    
      	 	
              Facsimile:

            	
              (03)
                9787 9799

            


      	 	 	 


    

    
      	 	
              Email:

            	
              c.white@lardnerwhite.com.au;
                info@lardnerwhite.com.au

            


    

     

    	5.  	
            SERVICE
              OF PROCESS

          


     

    Without
      preventing any other mode of service, any originating process in an action
      in
      respect of this Deed may be served on a party by being delivered to or left
      for
      that party at its address for service of notices under clause 4.

    


    	6.  	
            GOVERNING
              LAW AND JURISDICTION

          


     

    This
      Deed
      is to be governed and determined in accordance with the law of the State of
      Victoria, Australia and the parties must submit to the jurisdiction of the
      Courts of that State.

    


    	7.  	
            ENTIRE
              DEED

          


     

    This
      Deed
      constitutes the entire agreement of the parties about its subject matter and
      any
      previous agreements, undertakings, negotiations, representations and warranties
      cease to have any effect from the date of this Deed.

     

    	8.  	
            WAIVER
              AND VARIATION

          


     

    	8.1.  	
            A
              provision of or a right created by this Deed may not be waived or varied
              except in writing.

          


     

    	8.2.  	
            A
              party’s failure or delay to exercise a right does not operate as a waiver
              of that right.

          


     

    	8.3.  	
            The
              exercise of a right does not preclude its future exercise or the exercise
              of any other right.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    	8.4.  	
            The
              waiver of a right will be effective only in respect of the specific
              instance to which it relates and for the specific purpose for which
              it is
              given.

          


     

    	9.  	
            REMEDIES
              CUMULATIVE

          


     

    The
      rights provided in this Deed are cumulative with and not exclusive of the rights
      provided by law or in equity independently of this Deed.

     

    	10.  	
            PRESERVATION
              OF ACCRUED RIGHTS

          


     

    The
      expiration, termination or determination of this Deed

    


    	10.1.  	
            will
              not affect the provisions expressed or implied to operate or have effect
              after expiration, termination or
              determination;

          


     

    	10.2.  	
            will
              be without prejudice to any right of action already accrued to a party
              in
              respect of a breach of this Deed by another
              party.

          


     

    	11.  	
            INVALIDITY

          


     

    If
      any
      term, clause or provision of this Deed is invalid for any reason, that
      invalidity will not affect the validity or operation of any other term, clause
      or provision of this Deed except to the extent necessary to give effect to
      that
      invalidity.

    


    	12.  	
            COUNTERPARTS

          


     

    This
      Deed
      may consist of a number of counterparts and the counterparts taken together
      constitute one and the same instrument. The exchange of executed counterparts
      by
      facsimile shall create a binding agreement.

    


    	13.  	
            JOINT
              AND SEVERAL LIABILITY

          


     

    	13.1.  	
            An
              agreement, representation or warranty in favour of two or more persons
              is
              for the benefit of them jointly and
              severally.

          


     

    	13.2.  	
            An
              agreement, representation or warranty on the part of two or more persons
              binds them jointly and severally.

          


     

    	14.  	
            ACT
              OR OMISSION

          


     

    In
      this
      Deed, reference to an act or omission by a party includes -

     

    	14.1.  	
            if
              a party comprises more than one person, an act or omission by any one
              or
              more of those persons;

          


     

    	14.2.  	
            the
              permitting or allowing by a party of an act or omission;
              and

          


     

    	14.3.  	
            an
              act or omission of an employee (whether or not acting within the scope
              of
              his employment), agent, contractor or invitee of a
              party.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    	15.  	
            NON-MERGER

          


     

    The
      provisions contained in this Deed survive and do not merge on
      completion.

     

    	16.  	
            NO
              PARTNERSHIP

          


     

    None
      of
      the provisions of this Deed are to be taken to constitute a partnership between
      the parties.

     

    	17.  	
            FURTHER
              ASSURANCES

          


     

    Each
      party must execute the documents and do everything necessary or appropriate
      to
      bind it under and to give effect to this Deed and must use its best endeavours
      to cause relevant third parties to do likewise.

     

    	18.  	
            ASSIGNABILITY
              AND SUCCESSORS 

          


     

    This
      Deed
      is personal to the parties and no party may assign its rights or obligations
      under this Deed without the prior consent of all the other parties.

     

    	19.  	
            STAMP
              DUTY AND COSTS

          


     

    	19.1.  	
            All
              stamp duty payable on this Deed and on any document referred to in
              or
              contemplated by this Deed must be paid by the Grantee. The Grantee
              must
              indemnify and keep indemnified all other parties to this Deed with
              respect
              to those costs and any consequential
              costs.

          


     

    	19.2.  	
            Except
              as otherwise provided in this Deed, each party must bear its own costs
              incurred in the preparation and execution of this
              Deed.

          


     

    	19.3.  	 


     

    EXECUTED
      as a
      Deed.

     

    
      	
              EXECUTED
                by
                ALKEMI
                INTERNATIONAL PTY LTD ACN 091 104 997 in
                accordance with the Corporations
                Act 2001
                and signed by:

            	
              )

              )

              )

              )

            	
               

               

               

              [Affix
                Seal if applicable]

            


    

     

    
      	 	 	 	 
	
              
Director	 	 	
              
Director/Secretary
	
            	 	 	
            


    

    
      	
              
Full
              name of Director	 	 	
              

              Full
                name of Director/Secretary

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              EXECUTED
                by
                FUTURE
                NOW INC by
                its CEO 

            	
              )

              )

              )

            	
               

               

               

              [Affix
                Seal if applicable]

            


    

     

    
      	 	 	 	 
	
            	 	 	
            
	
              
Signature
              of Chief Executive Officer	 	 	
              
Full
              name of CEO


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Dated:
      ______________________, 2008

    


    


    ALKEMI
      INTERNATIONAL PTY LTD 

    ("Grantor")

    


    FUTURE
      NOW INC

     

    ("Grantee")

    


    
      
        

      



    
      	
              CALL
                OPTION DEED

            


    

    
       

      
        

      

    

    


    LARDNERS
      SOLICITORS

    P
      O Box
      153

    Mount
      Eliza Victoria 3930

    Australia

    Tel
      61 3
      9787 4511

    Fax
      91 3
      9787 9799

    Ref:
      CW
      0611149