LIMITED
        TERM & TERRITORY LICENSE
        AGREEMENT

    

     

    THIS
      AGREEMENT
      (hereinafter “License Agreement”) is entered into on the date indicated herein
      below, by and among Alkemi
      International Pty Ltd (“Licensee”),
      with its place of business at CAN
      091 104 997 of Level 1, 1 Queens Road, Melbourne Victoria 3004
      Australia
      and
      Future Now, Inc.(“FNI”), a Delaware corporation with its principal place of
      business at 2401 East 23rd Street, Brooklyn, NY. 11235, and Persuasion
      Architecture, Inc. (“PAI”), Delaware corporation with its principal place of
      business at 2401 East 23rd Street, Brooklyn, NY, 11235 a wholly-owned subsidiary
      of FNI (both “FNI” and “PAI” together, referred to as the “Licensor”). This
      Agreement hereby supersedes any and all prior written or verbal agreements
      between the Licensor and Licensee.

     

    WHEREAS,
      the
      Licensee is in the business of, among other things, Internet marketing
      consultation; and 

     

    WHEREAS,
      the
      Licensor owns and continues to developed a proprietary methodology and business
      process which it calls Minerva Architectural Process (“MAP”) and previously
      entered into an Agreement dated July 28, 2004, with the Licensee relating to
      the
      license or sale to Licensee of the MAP Technology (the “Prior Agreement”); and


     

    WHEREAS,
      the
      Licensee and Licensor (the “Parties” or, individually, a “Party”) wish to enter
      into this License Agreement pursuant to which the Licensor grants to the
      Licensee the limited
      term exclusive right and license
      to MAP
      during the term of this License Agreement under the terms and conditions
      contained herein; and 

     

    NOW
      THEREFORE,
      agreeing and acknowledging that this License Agreement is supported by good
      and
      valuable consideration, the sufficiency and adequacy of which are hereby
      expressly acknowledged, the Parties hereby agree as follows:

     

    1. Definitions:
      As used
      herein the following terms have the following meanings:

     

    1.1 The
      Parties:
      The term
“Party” or “Parties” shall mean Alkemi on the one hand and PAI and FNI -
      collectively - on the other hand. Wherever a Party has an obligation under
      this
      License Agreement, or a right as described herein, PAI and FNI shall be
      considered one Party. 

     

    1.2 MAP
      Technology.
      The
      term “MAP Technology” shall mean all of the following owned or used by FNI
      and/or PAI, now or at any time in the future that relate to the creation of
      persuasive websites, including without limitation, any patent rights that may
      develop, the Minerva Architecture Process, and all copyrights, trade secrets,
      know-how and proprietary and confidential information related thereto;
      inventions; processes; systems; designs and specifications; and books, records,
      writings, computer storage media, and other physical manifestations, embodiments
      or incorporations of any of the foregoing.

     

    1.3 Improvements.
      The
      term “Improvement” means any and all improvements to or derivatives of the
      patent rights or MAP Technology, including without limitation, enhancements,
      modifications, updates, new versions, features or functionality.

     

    1.4 Territory.
      The
      term “Territory” shall mean Australia and New Zealand.

     

    1.5
       Licensed
      Products.
      The
      term “Licensed Products” shall mean all products that are made or used by the
      Licensee with the scope of the MAP Technology.

     

    1.5 Term.
      The
      term “Term” shall mean the time period identified in Section 6.1.

     

    
      
         

      

      
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    2.
      Grant of Rights and License. Subject
      to the terms of this License Agreement, and in consideration of the payment
      of
      the amounts set forth herein and, if applicable, payments previously made by
      the
      Licensee, the Licensor hereby grants to the Licensee the exclusive right as
      further described in this License Agreement, and as only limited in terms of
      Territory and Term, to practice under the MAP Technology and the Improvements,
      and to make, have made, practice, have practiced, use, sell, copy, distribute,
      modify, create, copy and distribute derivative works, market, promote, license
      and otherwise commercially exploit the MAP Technology, all related intellectual
      property rights and all products or services (including training or support)
      which embody the foregoing.

     

    3.
      Improvements. If
      the
      Licensor has previously developed or hereafter develops any Improvement to
      the
      MAP Technology, Licensor shall promptly disclose such Improvements to Licensee
      and such Improvements shall become a part of this Agreement and licensed to
      the
      Licensee hereunder. If any such Improvement may be patentable, the Licensor
      shall have the first option to file a patent application in it’s name. The
      expense (including all attorney’s fees) of filing, securing, prosecuting and
      maintaining patent or other intellectual protection on such Improvement shall
      be
      borne by the Licensor. 

     

    4.
       Notice
      of Infringements; Protection of Intellectual Property
      Rights.
      The
      Licensee shall immediately notify and inform the Licensor of any actual or
      potential infringement of the MAP Technology, which may come to the Licensee’s
      attention. Subject to the additional provisions of this section, the Licensor
      may, in its sole discretion, take whatever steps it deems necessary or advisable
      to terminate or resolve any such actual or potential infringement. If the
      Licensor shall elect not to pursue or defend any action, the Licensee, at its
      sole cost and expense and with the Licensor’s approval, may undertake such
      action to resolve or terminate such infringement, and the Licensor shall
      cooperate with the Licensor to resolve or terminate such
      infringement.

     

    (a) The
      Licensor shall maintain any patent rights it so obtains in good standing and
      shall pay all maintenance fees due thereon during the term. The Licensor, having
      the right of ownership of any Improvement hereunder, shall be responsible for
      all costs and expenses of applying for any U.S. or foreign patent protection.
      

     

    (b) In
      the
      case of any infringement of any patent rights or any violation of any other
      intellectual property right in the MAP Technology by any third party during
      the
      term of this Licensee Agreement, the Licensor shall have the right, at its
      own
      expense, to cause such third party to cease such infringement and to otherwise
      enforce such patent rights or such other intellectual property right. The
      Licensee shall assist the Licensor as reasonably requested, at the Licensor’s
      expense, in taking any such action against any such infringer. This paragraph
      shall survive the termination or expiration of this License
      Agreement.

     

    5.
       Obligations
      of the Parties.
      The
      Parties agree that each will perform the following services or provide the
      following products, or otherwise have the following obligations during the
      term
      of this License Agreement:

     

    5.1 By
      Licensor:
      The
      Licensor shall provide to Licensee, and Licensee shall purchase, license and/or
      pay the Licensor the amounts set forth on Exhibit “A” to this License Agreement
      for the products, services, or training/support (the “Licensor Offerings”) also
      set forth in Exhibit “A” which Exhibit is hereby made a part of this License
      Agreement by specific reference. The Licensor shall accept such amounts in
      full
      payment and satisfaction for the provision of the Licensor Offerings as
      described in Exhibit “A.”

     

    5.2 By
      Licensee:
      The
      Licensee shall sell
      directly or through resellers
      the
      delivery of the Licensor Offerings to its current and/or prospective clients,
      and/or to the current or prospective clients of any reseller. The Licensee
      shall
      pay the Licensor the amounts set forth on Exhibit “A,” and Licensor shall accept
      such amounts in full payment and satisfaction of the payment obligation(s)
      of
      the Licensee.

     

    
      
         

      

      
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    5.3 Exclusivity
      Clause:
      The
      Parties agree that this License Agreement and the rights granted to Licensee
      in
      this License Agreement shall be “exclusive” as set forth below:

     

    5.3(a)
      Exclusivity:
      The
      Licensor shall not enter into an agreement with any other search engine
      optimization, positioning or marketing firm or any agency, advertising agency
      or
      organization engaged, whether directly or indirectly, in the performance of
      search engine optimization, positioning or marketing, to offer, license,
      distribute, sell or resell, or otherwise commercially exploit Licensor’s
      products or services during the Term of this Licensing Agreement and any
      subsequent renewals thereto within the Territory as defined herein.
      Notwithstanding the foregoing, and on a “case-by-case basis,” where the Licensor
      encounters a business opportunity which may violate this provision, the Licensor
      shall not enter any agreement without first obtaining written authorization
      from
      the Licensee to be relieved from this exclusivity clause, such relief to be
      considered on a case-by-case basis.

     

    6.
       Additional
      Terms & Conditions.
      The
      Parties agree that the following additional terms and conditions shall apply
      to
      this License Agreement and the resulting relationship between the
      Parties:

     

    6.1 Term
      and Termination.
      This
      License Agreement is for a set term of 18 months from the effective date set
      forth below. At the end of such term, Licensee shall have the option to renew
      this License Agreement for successive 18-month periods (“Renewal Period”) by
      sending notice to the Licensor of such election at least ten (10) days prior
      to
      the end of the initial term or any renewal term. For a Renewal Period to be
      made
      effective the Licensee must receive written acknowledgement of the Licensor’s
      acceptance of the renewal option. The amounts due to either Party under any
      renewal of this License Agreement shall be those amounts reflected in Exhibit
      “A” under “Renewal Amounts.” Notwithstanding this automatic renewal clause,
      either Party may terminate this Agreement as follows: 

     

    6.1(a) A
      non-breaching Party, at their sole and exclusive election, may terminate this
      License Agreement, or suspend performance of its obligations hereunder, upon
      written notice, if the other Party shall be subject to one or more of the
      following events; the
      filing by a Party of an involuntary petition in bankruptcy, the entry of a
      decree or order by a court or agency or supervisory authority of competent
      jurisdiction for the appointment of a conservator, receiver, trustee in
      bankruptcy or liquidator for a Party in any insolvency, readjustment of debt,
      marshaling of assets and liabilities, bankruptcy or similar proceedings, or
      the
      winding up or liquidation of its affairs, and the continuance of any such
      petition, decree or order undismissed or unstayed and in effect for a period
      of
      sixty (60) consecutive days; or the consent by a Party to the appointment of
      a
      conservator, receiver, trustee in bankruptcy or liquidator in any insolvency,
      readjustment of debt, marshaling of assets and liabilities, bankruptcy or
      similar proceedings of or relating to a Party, or relating to substantially
      all
      of its property, or if a Party shall admit in writing its inability to pay
      its
      debts generally as they become due, file a petition to take advantage of any
      application insolvency, reorganization or bankruptcy statute, make an assignment
      for the benefit of its creditors or voluntarily suspend payment of its
      obligations.

     

    6.1(b) A
      non-breaching Party may also terminate this Licensing Agreement or suspend
      performance of its obligations hereunder, upon written notice at any time as
      a
      result of a material breach of this Licensing Agreement as follow: (i) the
      non-breaching Party shall provide written notice of its claim of a material
      breach; (ii) the Party receiving such notice shall be afforded 30 days to cure
      the breach; and (iii) if, after providing notice of a material breach and where
      the Party receiving such notice fails to cure the conditions causing such
      material breach, this Licensing Agreement shall be terminated (or suspended,
      at
      the election of the non-breaching Party).

     

    6.1(c) Either
      Party may terminate this Licensing Agreement with the expressed written consent
      of the other Party.

     

    
      
         

      

      
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    6.1(d) All
      rights and obligations of both Parties as contained in each and every paragraph
      of this Licensing Agreement shall remain in full force and effect during the
      notice period. Upon termination of this Licensing Agreement for any reason
      in
      accordance with this Licensing Agreement, and at the specific written request
      of
      either Party, each Party so requested shall return any products or materials
      of
      the other Party which such Party may have in its possession within five (5)
      business days after the date of termination. Termination by either Party shall
      relieve both Parties of any remaining obligations under this Licensing
      Agreement, but shall not affect any existing rights of either Party under this
      Licensing Agreement that exist at the time of termination. The following
      paragraphs of this Licensing Agreement shall survive termination: 6.2, 6.3,
      6.5
      and 6.8.

     

    6.2 Confidentiality
      & Non-Disclosure Obligation.
      The
      Parties understand and acknowledge that in the course of the business
      relationship contemplated under this Licensing Agreement, information of a
      confidential, proprietary and/or trade secret nature may be revealed by one
      Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) and
      that such information constitutes valuable business assets of the Disclosing
      Party. “Confidential Information” means any and all proprietary information,
      trade secrets, know-how and technical data, including but not limited to,
      products, data, compilations, algorithms, code, software, processes, systems,
      technology, and databases, whether on computer discs, tapes, CD, DVD or other
      media for sorting, storing or displaying information and including information
      that is marked as “confidential” or should be reasonably understood to be
      confidential or proprietary by either Party. The Receiving Party agrees that
      for
      the Term of this Licensing Agreement and for two (2) years after termination
      of
      this Licensing Agreement, the Receiving Party will not disclose the Confidential
      Information to any third party (except as required by law), nor use the
      Confidential Information for any purpose not permitted under this Licensing
      Agreement or any purpose not specifically linked to the Services. The
      nondisclosure obligations set forth in this Section shall not apply to
      information that the Receiving Party can document is generally available to
      the
      public (other than through breach of this Agreement) or was already lawfully
      in
      the Receiving Party’s possession at the time of receipt of the information from
      the Disclosing Party. The Parties further agree that documents created, source
      code developed and methodologies generated including but without limitation,
      all
      copyrights, remain the property of the Party possessing such right(s) and that,
      except for the licenses and rights to use any confidential information granted
      under this Licensing Agreement, the other Party shall not disclose, use, employ,
      task, distribute, transfer or sell any such materials without the prior express
      written permission and consent of the other. Such intellectual property is
      specifically not designated as “works made for hire” pursuant to 17 U.S.C. §101.


     

    6.3 Non-Solicitation.
      The
      Parties agree that neither Party will hire, recruit, solicit, employ, or make
      any offer of employment to, or cause or encourage another to hire, recruit,
      solicit, employ or make any offer of employment to, any employee of the other
      Party until one (1) year after the termination of such employee’s employment
      with a Party; and that neither Party will encourage or cause another to
      encourage any employee of the other Party to terminate his/her employment with
      that Party. The Parties further agree that they will not encourage any employee
      to breach any non-compete nor non-disclosure agreement in effect between any
      employee/former employee of the other and any such Party.

     

    6.4 Warranties
      and Disclaimers.
      The
      Parties agree to the following warranties and/or disclaimers as they pertain
      to
      their respective services or obligations under this License
      Agreement:

     

    6.4(a) The
      Licensee represents and warrants that that it will use its best efforts and
      professional abilities in implementing the MAP Technology under this License
      Agreement. 

     

    6.4(b) The
      Licensor represents that it has used its best efforts and professional abilities
      to test its’ business processes and that M.A.P. will perform as represented to
      create persuasive architecture.

     

    6.4(c) The
      Licensor represents that its deliverable products shall meet the needs of the
      Licensee or Licensee’s clients for creating persuasive
      architecture.

     

    
      
         

      

      
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    6.5 Indemnification.
      The
      Parties agree to the following indemnifications with respect to the respective
      services or obligations under this Agreement:

     

    6.5(a) The
      Licensee shall indemnify and hold the Licensor and its officers, directors,
      employees and agents harmless from and against any and all third party claims,
      actions, losses, damages, liability, costs and expenses (including, without
      limitation, reasonable attorneys’ fees) arising out of or in connection with the
      sole gross negligence or willful misconduct of the Licensee, its employees,
      officers, directors or agents as it pertains to the provision of services to
      clients, including, if applicable, resellers under this License Agreement.
      The
      Licensee shall further indemnify and hold the Licensor, harmless from and
      against any and all third party claims alleging violations or infringement
      by
      the Licensee of patents, trademarks or copyrights of any third party.


     

    6.5(b) The
      Licensor shall indemnify and hold harmless the Licenser and its officers,
      directors, managers, members, stockholders, employees, customers, and agents
      and
      their successors and assigns (each a “Licensee Indemnitee”), against third party
      claims, suits, actions, demands or judgments whether arising directly or
      indirectly (i.e., a cross-claim or third-party claim) against any Licensee
      Indemnitee that any claim covered by the MAP Technology or Improvements
      developed by the Licensor infringes a patent, trademark, copyright or other
      intellectual property of a third party, or misappropriates a trade secret of
      a
      third party. 

     

    6.6 Interpretation.
      The
      subject headings herein are for convenience of reference only and shall in
      no
      way affect interpretation of this License Agreement. This License Agreement
      may
      be executed in counterparts, all of which together shall be deemed one and
      the
      same License Agreement. In the event of a dispute hereunder, this License
      Agreement shall be interpreted in accordance with its fair meaning and shall
      not
      be interpreted for or against a Party hereto on the ground that such Party
      drafted or caused to be drafted this License Agreement or any part thereof.
      

     

    6.7 Applicable
      Law.
      The
      validity, interpretation, enforceability, and performance of this Agreement
      shall be governed by and construed in accordance with the law of the State
      of
      New York without regard to any conflicts of laws provisions or any provisions
      and the Parties to this License Agreement consent to the jurisdiction of the
      courts, whether state or federal, located in the New York City. If any part,
      term or provision of the License Agreement shall be held illegal, unenforceable,
      or in conflict with any law of a federal, state or local government having
      jurisdiction over this License Agreement, the validity of the remaining portions
      of provisions shall not be affected thereby and each and every term shall be
      valid and enforceable to the fullest extent and in the broadest application
      permitted by law. 

     

    6.8 Limitation
      and Exclusion of Liability.
      The
      Parties agree that neither the Licensor nor Licensee shall be liable to each
      other or any other third party, where applicable, for any loss, cost, damage
      or
      expense incurred as a result of, but not limited to any unavailability or
      inoperability of the either Party’s web site or the Internet, technical
      malfunction, computer error or loss or corruption of data, or other injury,
      damage or disruption of any kind. In no event shall either Party be liable
      for
      any indirect, incidental, consequential, special or exemplary damages,
      including, but not limited to, loss of profits, or loss of business opportunity,
      even if such damages are foreseeable and whether or not either Party has been
      advised of the possibility thereof. This limitation of liability shall not,
      however, apply to violations of paragraphs 6.2, 6.3, 6.4, and 6.5. 

     

    6.9 Resolution
      of Disputes.
      The
      Parties shall attempt to resolve any controversy or claim arising out of or
      relating to the creation, performance, termination and/or breach of this License
      Agreement in the first instance through non-binding good faith negotiation
      and
      mediation between the Parties. In the event that such negotiation and mediation
      fails to resolve such claim or controversy, or if either Party fails to
      reasonably participate in or respond to negotiation or mediation or attempts
      by
      a Party to negotiate or mediate in good faith, the Party seeking redress under
      this License Agreement may be relieved from any further obligation to proceed
      with negotiation, and the controversy or claim shall be submitted to the courts
      of the State of New York.

     

    
      
         

      

      
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    6.10 Severability.
      Each
      provision of this License Agreement is intended to be severable. If any term
      or
      provision hereof shall be determined by legal or proper authority to be illegal
      or invalid for any reason whatsoever, such provision shall be severed from
      this
      License Agreement and shall not affect the validity of the remainder of this
      License Agreement.

     

    6.11 Modifications
      and Waivers.
      No
      failure or delay on the part of either Party in exercising any right, power
      or
      remedy under this License Agreement shall operate as a waiver of such right,
      power or remedy, nor shall any single or partial exercise of any such right,
      power or remedy preclude any other right, power or remedy. Unless otherwise
      specified, any amendment, supplement or modification of or to any provision
      of
      this License Agreement, any waiver of any provision of this License Agreement
      and any consent to any departure by the Parties from the terms of this License
      Agreement, shall be effective only if it is made or given in writing and signed
      by both Parties.

     

    6.12 Notices.
      All
      notices, requests and communications required or permitted hereunder shall
      be in
      writing and shall be sufficiently given and deemed to have been received (i)
      upon delivery, if delivered personally with written receipt, (ii) three (3)
      days
      after posting by certified mail, postage prepaid, return receipt requested,
      (iii) upon confirmed receipt, if delivered by telecopier, or (iv) the next
      day
      if delivered by a recognized overnight commercial carrier, such as Federal
      Express or DHL, addressed in each instance to the Parties at the addresses
      set
      forth below at the end of this License Agreement (or at such other addresses
      as
      shall be given by either of the Parties to the other in accordance with this
      Section). 

     

    6.13 No
      Agency.
      The
      Parties to this Licensee Agreement are independent contractors. Neither Party
      is
      an agent, representative, or partner of the other Party. Neither Party shall
      have any right, power, or authority to enter into any agreement for or on behalf
      of, or to incur any obligation or liability of, or to otherwise bind the other
      Party.

     

    6.14 No
      Assignment.
      This
      License Agreement may not be assigned by either Party without the prior, written
      consent of the other Party, except for an assignment to an acquiring Party
      in
      the event of the acquisition of all, or substantially all, of the capital stock
      or assets of the assigning Party or the merger of the assigning Party in a
      business combination. No such assignment shall be effective without the written
      agreement of the assignor and assignee to fulfill all of the obligations of
      the
      assignee under this License Agreement and the assignor shall also be liable
      to
      the extent the obligations of the assignee are not fully performed to the
      satisfaction of the non-assigning Party. This License Agreement shall be binding
      on, and shall inure to the benefit of, the authorized successors and assigns
      of
      the Parties hereto.

     

    6.15 Reseller
      Arrangements.
      The
      Parties agree that during the term of this License Agreement, or any extensions
      thereto, the Licensee may enter into Reseller Agreements, strictly within the
      Territory as defined, and as explicitly provided for under an Licensor approved
      form - Reseller Agreement.. Within thirty (30) days of the execution of a
      Reseller Agreement, the Licensee must deliver a copy of such to the Licensor.
      A
      failure of such delivery will represent a material breach here in under of
      this
      Licensing Agreement and be immediate grounds for Termination. It is understood
      by the Parties that no intellectual property rights will be granted under the
      Reseller Agreement and that all services provided under such will be performed
      by either the Licensor or the Licensee, as properly trained and certified under
      Section 6.18 below.

     

    6.16 Non-Compete
      Covenant of Licensee.
      The
      Parties further agree that Licensee shall treat and otherwise recognize the
      Licensor as a third party beneficiary to any non-disclose/non-compete agreement
      executed by any Licensee senior manager in any way involved in selling or
      performing the Licensor services pursuant to this License
      Agreement.

     

    
      
         

      

      
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    6.17 Custom
      Consulting.
      The
      Parties further agree that the Licensor shall, but only as requested, provide
      any and all reasonable, necessary and proper consulting and support services
      to
      assist Licensee in implementing MAP or selling other products to clients
      (collectively “Custom Consulting”). The specific costs of providing such Custom
      Consulting shall be agreed to by both parties on a case-by-case
      basis.

     

    6.18 Certification
      of Licensee.
      The
      Licensor shall, upon provision of reasonable training and support, certify
      and
      identify the Licensee, and/or associated employees, resellers, other referred
      third parties, as “MAP Certified Persuasion Architects.”

     

    6.19 Record-Keeping
      and Audit Rights.
      The
      Licensee will keep accurate books and records showing all financial transactions
      and contract information, which is or are the subject of this License Agreement
      or which would otherwise obligate a Party to make payment(s) to the other.
      The
      Licensor shall have the right, but not more than twice annually, and at a
      reasonable time and upon reasonable written notice, to inspect the relevant
      books and records of the Licensee (wherever located) and create summaries
      related to any financial transactions that are the subject of this License
      Agreement. If any inspection reveals an error in the calculation of amounts
      owing the Licensor, the Licensee will promptly pay the difference. If any error
      is five percent (5%) or more of the amount owed to the Licensor, then the
      Licensee will pay the Licensor’s reasonable out-of-pocket costs with respect to
      that examination and the next subsequent re-examination. This is not limited
      to,
      but will include, any third party costs required to accomplish the inspection
      including reasonable accounting and/or audit services and travel related
      costs.

     

    6.20 General.
      Any
      provision of this License Agreement which is prohibited or unenforceable shall
      be ineffective only to the minimum extent necessary without invalidating the
      remaining provisions of this License Agreement or affecting the validity or
      enforceability of such provisions. Neither Party shall be liable for, nor shall
      either Party be considered in breach of this License Agreement due to, any
      failure to perform its obligations under this License Agreement as a result
      of a
      cause beyond its reasonable control, including, but not limited to any act
      of
      God or a public enemy, act of any military, civil or regulatory authority,
      change in any law or regulation, fire, flood, earthquake, storm or other like
      event, disruption or outage of communications, power or other utility, labor
      problem, unavailability of supplies, or any other cause, whether similar or
      dissimilar to any of the foregoing, which could not have been prevented by
      the
      non-performing Party with reasonable care. The drafting and negotiation of
      this
      License Agreement has been participated in by each of the Parties and/or their
      counsel, and for all purposes this License Agreement shall be deemed to have
      been drafted jointly by both Parties, and shall not be strictly construed
      against any Party hereto on the basis of any principle or provision of law
      providing for strict construction against the drafting Party. 

     

    6.21 Due
      Authority.
      Each of
      the Parties represent and warrant to the other that the execution and delivery
      of this License Agreement and the performance of the obligations under this
      License Agreement have been duly authorized by all requisite action of the
      governing body of the Party, if any, and that the person executing this
      Agreement is fully authorized to bind that Party.

     

    6.22 Entire
      Agreement.
      This
      License Agreement constitutes the entire agreement of the Parties and
      supercedes, amends and restates the Prior Agreement. Any inconsistent prior
      statements, understandings, agreements, or promises, oral or written, concerning
      the subject matter of this License Agreement shall have no force or effect.
      This
      License Agreement can only be amended by a written instrument signed by both
      Parties. Each Party acknowledges that in entering into this License Agreement
      it
      does not do so on the basis of and does not rely on any representation,
      warranty, or other provision except as expressly provided in this License
      Agreement and all conditions, warranties, and other terms implied by statute
      or
      common law are hereby excluded to the fullest extent permitted by
      law.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    6.23 Injunctive
      Relief.
      The
      Parties agree that there is no adequate remedy at law for a breach or threatened
      breach of this License Agreement by a Party, including the license grant,
      exclusivity, and confidentiality provisions contained herein, and that such
      a
      breach would irreparably harm the non-breaching Party and that the non-breaching
      Party shall be entitled to equitable relief without the necessity of posting
      a
      bond (including injunctive relief) regarding any breach or potential breach,
      in
      addition to the other remedies available at law.

     

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

     

    
      
        
           

        

        
          8

          
            

          

        

         

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Parties hereto have executed this License Agreement by their duly authorized
      representatives as of the last date set forth below.

     

    
      	
              Future
                Now, Inc.

              Persuasion
                Architecture, Inc.

              2401
                East 23rd Street

              Brooklyn,
                NY 11235 

              Tel:
                718-332-1205

              Fax:718-332-5580

            	 	 	
              Alkemi
                International Pty Ltd. 

              CAN
                091-104-997

              Of
                Level 1, 1 Queens Rd, Melbourne

              Victoria
                3004 Australia

              Tel:
                (+61 3) 9863-9933

              Fax:
                (+61 3) 8640-0541

            
	 	 	 	 
	
              Signature:
                

            	 	 	
              Signature:
                

            
	 	 	 	 
	
            	 	 	 
	
              

              Jeffrey
                Eisenberg, CEO

            	 	 	
              

              Name:

            
	
            	 	 	
              Title:

            
	 	 	 	 
	
              Dated:
                ______________________

            	 	 	
              Dated:
                ______________________

            


    

     

    
      
         

      

      
        9

        
          

        

      

       

    


    Exhibit
      A: Licensing Agreement Fees 

     

    Section
      I - Referral Fees Schedule - For Licensee

     

    
      	
              Type
                of Referral

            	 	
              Description

            	 	
              Percentage

            
	
              Class
                1 (*)

            	 	
              Licensee
                passes a referral (Referred Customer) to Licensor without qualification
                and Licensor performs the majority of work to complete a Service
                Agreement.

            	 	
              5%

            
	 	 	 	 	 
	
              Class
                2 (*)

            	 	
              Licensee
                qualifies a Referred Customer and assists the Licensor with closing
                the
                sale then supports the on-going Service Agreement.

            	 	
              10%

            
	 	 	 	 	 
	
              Class
                3

            	 	
              Custom
                Consulting Engagements - As also detailed under Section
                6.17

            	 	
              On
                a Deal-by-Deal Basis

            


    

    


    (*)
      The
      then current, Licensor standard Services and Statement of Work Agreement
      (“Services Agreement”) must be in place between the Licensor and end client for
      any percentages to earned by the Licensee. The Licensee must assist with the
      execution efforts of the Services Agreement.

    


    All
      Referral Fees paid by the Licensor are calculated based on the Licensors total
      revenues received from a Service Agreement, or series of agreement addendums
      with the Referred Customer for a period of three years following the initial
      Service Agreement date.

     

    Section
      II - Referral Fees Schedule - For Licensor

     

    
      	
              Type
                of Referral

            	 	
              Description

            	 	
              Percentage

            
	
              Class
                1

            	 	
              Licensor
                passes a referral (Referred Customer) to Licensee without qualification
                and Licensee performs the majority of work to complete a Service
                Engagement.

            	 	
              5%

            
	 	 	 	 	 
	
              Class
                2

            	 	
              Licensor
                qualifies a Referred Customer and assists the Licensee with closing
                the
                sale then supports the on-going Service Engagement.

            	 	
              10%

            
	 	 	 	 	 
	
              Class
                3

            	 	
              Custom
                Consulting Engagements.

            	 	
              On
                a Deal-by-Deal Basis

            


    

    


    All
      Referral Fees paid by the Licensee are calculated based on the Licensees total
      revenues (net of any V.A.T) received from a Service Engagement, or series of
      engagements, with the Referred Customer for a covered period of three years
      following the initial Service Engagement Agreement Date.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Section
      III - Schedule of Other Fees

     

    License
      Fees & Royalties:

     

    
      	 	
              ·

            	
              For
                any other Licensor product or service offering that do not use the
                MAP
                Technology - the licensee will receive a 10% referral fee of the
                Total
                Gross Revenues, net of any V.A.T. received by the
                Licensor.

            


    

    
      	 	 	 


      	 	
              ·

            	
              Any
                Licensor service offering that does utilizes the MAP Technology -
                a fee of
                USD $5,000 per twelve month access to plus 10% of Total Gross Revenues,
                net of any V.A.T, will be due the
                Licensor.

            


    

     

    Section
      IV - Payment Terms and Methods

     

    Payment
      Terms:

     

    All
      amounts are payable on a quarterly basis, within thirty(30) days following
      the
      close of any quarterly period.

    


    All
      payments to Licensor will be made by wire to:

     

    
      
        	
                Account
                  of:

              	 	
                Future
                  Now Inc.

              
	
                Account
                  Number:

              	 	
                103077502865

              


      

    

     

    BANK
      INFORMATION:

     

    
      
        	
                Bank:

              	
                 

              	
                JP
                  Morgan Chase Bank

              
	
                Address:
                  

              	 	
                2623
                  East 17th Street, Brooklyn, NY 11235

              
	
                ABA
                  #: 

              	 	
                021000021

              


      

    

     

    All
      payments due the Licensee will be made by check to the name and address first
      mentioned above and within thirty(30) days following the close of any quarterly
      period.

     

    
      
         

      

      
        11

        
          

        

      

       

    


    Section
      V - Product Pricing Matrix and Referral Fee
      Forms:

     

    Product
      Pricing Matrix:

     

    The
      chart
      below is to be used as a benchmark reference for Licensees and as a pricing
      guideline for direct and reseller sales. As the Licensee completes the required
      open section, the information should immediately be sent to the Licensor for
      review and comment.

    
      

        
          	
                  
                    Licensee
                      Product/Service Pricing
                      Matrix

                  

                	 	
                  Updated
                    Licensor Information as of June 1, 2007

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Licensor
                    Reference Detail

                	 	 	 	 	 	 	 	 
	
                  Product/Service
                    Line

                	 	
                  Size

                	 	
                  Description

                	 	
                  Future
                    Now Benchmark Pricing (USD)

                	 	
                  (a)
                    

                  Local
                    Licensee Direct Pricing

                	 	
                  (b)

                  Local
                    Reseller Pricing

                	 	
                  (c)

                  Est
                    Cost to Deliver (*)

                	 	
                  ((a)
                    or (b)-(c)/100)

                  Targeted
                    Gross Margin %

                
	
                  Conversion
                    Optimization

                	 	
                  Tall

                	 	
                  Conversion
                    Coaching

                	 	
                  3,500

                	 	 	 	 	 	 	 	
                   

                
	 	 	
                  Grande

                	 	
                  Conversion
                    Consulting 

                	 	
                  8,000

                	 	 	 	 	 	 	 	 
	 	 	
                  Venti

                	 	
                  Personality
                    Profiles plus Conversion Consulting

                	 	
                  11,000

                	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                   

                	 	 	 	 	 	 	 	 
	
                  Persuasion
                    Scenario Analysis

                	 	
                  Tall

                	 	
                  PSA
                    with 4 profiles / 2 scent trails across stages of buying process
                    (bp)

                	 	
                  17,500

                	 	 	 	 	 	 	 	 
	 	 	
                  Grande

                	 	
                  PSA
                    with 4 profiles / 1or2 scent trails, across multiple driving
                    points, all
                    bp

                	 	
                  35,000

                	 	 	 	 	 	 	 	 
	 	 	
                  Venti

                	 	
                  PSA
                    with 5+ Personas, 2 scent trails, multiple driving points, all
                    bp

                	 	
                  75,000

                	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                   

                	 	 	 	 	 	 	 	 
	
                  Marketing
                    Planning & Optimization

                	 	
                  Tall

                	 	
                  Strategic
                    Uncovery 

                	 	
                  50,000

                	 	 	 	 	 	 	 	 
	 	 	
                  Grande

                	 	
                  Strategic
                    Uncovery plus Persona Creation

                	 	
                  75,000

                	 	 	 	 	 	 	 	 
	 	 	
                  Venti

                	 	
                  Full
                    website (re)design with Persuasion Architecture

                	 	
                  150,000

                	 	 	 	 	 	 	 	 


        

      

    

    


    (*)
      Must include the commissions earned by a reseller.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    Referral
      Fee Submission Form:

     

    The
      following form is provided as an example of what needs to be submitted by
      Licensees on a predetermined basis. Each Licensee will be provide with an excel
      format of the form and submit such to the Licensor as provided.

     

    
      	
              Licensee
                Referral Fee Submission Form

            	 	Results for the Period
              Ending:


    

     

    
      Instructions:

       

      On
        or
        before the 20th of each month, Licensees must submit an updated form with
        the
        results of the previous month to bills@futurenowinc.com. All payments due
        under
        the Licensing Agreement must also be submitted according to
        agreement.

    

    

      
        	
                Licensee
                  Service/Product Sale Details

              	 	
                Licensee
                  Referral/Royalty Fee Calculations

              
	
                Product/Service
                  Name

              	 	
                Client
                  Name

              	 	
                Date
                  Completed

              	 	
                 
                  (A)
                  Gross Pricing Licensee

              	 	
                (B)
                  Gross Pricing from Reseller

              	 	
                 
                  Local
                  Cost to Deliver

              	 	
                Actual
                  Gross Margin

              	 	
                (A)
                  or (B) Times % Referral Fees Due FNI

              	 	
                Date
                  Fees Paid to FNI

              
	
                 

              	 	
                 

              	 	
                 

              	 	
                 
                   

              	 	
                 

              	 	
                 
                   

              	 	
                #DIV/0!

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              	 	
                 
                   

              	 	
                 

              	 	
                 
                   

              	 	
                #DIV/0!

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              	 	
                 
                   

              	 	
                 

              	 	
                 
                   

              	 	
                #DIV/0!

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              	 	
                 
                   

              	 	
                 

              	 	
                 
                   

              	 	
                #DIV/0!

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              	 	
                 
                   

              	 	
                 

              	 	
                 
                   

              	 	
                #DIV/0!

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              	 	
                 
                   

              	 	
                 

              	 	
                 
                   

              	 	
                #DIV/0!

              	 	
                 

              	 	
                 

              


      

    

     

    
      
         

      

      
        13