SECURITY
AGREEMENT

    


    THIS SECURITY AGREEMENT (this
“Agreement”) is made as
of the 2nd day of December, 2009, by FUTURE NOW GROUP, INC., a
Delaware corporation (the “Company”), FUTURE
NOW, INC., a Delaware corporation, having a mailing address at 80
Mountain Laurel Road, Fairfield, CT, 06824 (“FNI”), INTELLECTUAL
PROPERTY LICENSING GROUP, INC., a Delaware corporation, having a mailing
address at 80 Mountain Laurel Road, Fairfield, CT, 06824 ("IPLG"), ELEMENTAL
BUSINESS, INC., a Utah corporation, having a mailing address at 80
Mountain Laurel Road, Fairfield, CT, 06824 (“EBI”), FUTURE NOW CONSULTING, INC., a
Delaware corporation (“FNC” and together with the
Company, FNI, IPLG and EBI, individually and collectively, jointly and
severally, the “Debtors”) in favor of and for
the benefit and security of PROFESSIONAL OFFSHORE OPPORTUNITY
FUND, LTD., having a mailing address at 1400 Old Country Road, Suite 206,
Westbury, NY 11590 (the “Secured Party”).

     

    WHEREAS,
the Company has executed and delivered to Secured Party a note or instruments,
including, without limitation, (i) that certain Debenture dated October 30, 2007
from the Company in favor of the Secured Party (the “Debenture”) pursuant to which
the Secured Party has agreed to make certain loans and other financial
accommodations to the Company and (ii) that certain Note dated December 2, 2009
from the Company in favor of the Secured Party (the “Note”, together with the
Debenture, the “Notes”);

    


    WHEREAS,
each of the other Debtors has executed and delivered a guaranty (as amended or
otherwise modified from time to time, the "Guaranty") of certain
obligations of the Company, including all obligations of the Company under the
Notes; and

     

    WHEREAS,
the obligations of the Company under the Note and the obligations of each other
Debtor under the Guaranty are to be secured pursuant to this
Agreement;

     

    NOW,
THEREFORE, for and in consideration of any loan, advance or other financial
accommodation heretofore or hereafter made to or for the benefit of any Debtor
under or in connection with the Note of any other Finance Documents (as defined
below), and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    ARTICLE
I

     

    CONSTRUCTION AND DEFINED
TERMS

     

    1.01           Article and
Section Headings.  Article and Section headings
and captions in this Agreement are for convenience only and shall not affect the
construction or interpretation of this Agreement.  Unless otherwise
expressly stated in this Agreement, references in this Agreement to
Sections shall be read as Sections of this Agreement.

     

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    1.02           Schedules and
Exhibits.  The references in this Agreement to specific
Schedules and Exhibits shall be read as references to such specific
Schedules or Exhibits attached, or intended to be attached, to this
Agreement and any counterpart of this Agreement and regardless of whether they
are in fact attached to this Agreement, and including any amendments,
supplements and replacements to such Schedules and Exhibits from time to
time.

     

    1.03           Defined
Terms.  Unless otherwise expressly stated in this Agreement,
(a) capitalized terms which are not otherwise defined herein shall have the
respective meanings assigned thereto in the UCC (as defined below); and
(b) the following terms used in this Agreement shall have the following
meanings:

     

    “Collateral” means, with
respect to any Debtor, all property and rights of such Debtor in which a
security interest is granted hereunder.

     

    “Computer Hardware and
Software” means, with respect to any Debtor, all of such Debtor's
rights (including rights as licensee and lessee) with respect to (i) computer
and other electronic data processing hardware, including all integrated computer
systems, central processing units, memory units, display terminals, printers,
computer elements, card readers, tape drives, hard and soft disk drives, cables,
electrical supply hardware, generators, power equalizers, accessories,
peripheral devices and other related computer hardware; (ii) all software
programs designed for use on the computers and electronic data processing
hardware described in clause
(i) above, including all operating system software, utilities and
application programs in whatsoever form (source code and object code in magnetic
tape, disk or hard copy format or any other listings whatsoever); (iii) any
firmware associated with any of the foregoing; and (iv) any documentation
for hardware, software and firmware described in clauses (i),
(ii) and (iii) above,
including flow charts, logic diagrams, manuals, specifications, training
materials, charts and pseudo codes.

     

    “Equity
Interest”  With respect to any Person, any ownership interest
in such Person, including shares, partnership interests, joint venture
interests, membership interests, limited liability company interests, unit
interests and any other equity or ownership interests of any kind, and any
subscriptions, options, warrants, commitments, purchase rights, preemptive
rights or agreements of any kind (including any stockholders’ or voting trust
agreements) for the issuance, sale, registration or voting of, or for securities
convertible into, any shares, partnership interests, joint venture interests,
membership interests, limited liability company interests, and any other equity
or ownership interests in such Person.

     

    “Finance Documents” mean,
collectively, the Note, the Debenture, the Guaranty, and any other documents or
agreements executed in connection therewith or herewith and pertaining to the
Secured Obligations.

     

    “Lien”  Any security
interest (including security interest within the definition of “security
interest” in the UCC), encumbrance, lien (including any judgment lien, any
contract lien, any lien arising or resulting from nonpayment of any tax,
assessment, charge or other imposition, and any lien arising or resulting from
nonpayment for labor, materials, or supplies), security agreement (including any
agreement that creates or provides for a security interest), deed of trust,
mortgage, grant, pledge, assignment, hypothecation, title retention contract, or
other arrangement for security purposes, and any agricultural lien (including
any agricultural lien within the definition of “agricultural lien” in the UCC),
and including any of the foregoing arising by operation of statute or other law
or the application of equitable principles, whether perfected or unperfected,
avoidable or unavoidable, consensual or nonconsensual, and any financing
statement or other similar notice document, whether or not filed, and any
agreement to give a financing statement or other similar notice
document.

     

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    “Lien
Proceeding”  Any action taken (including self help) or
proceeding (judicial or otherwise) commenced by any Person other than Secured
Party for the purpose of enforcing or protecting any actual or alleged Lien upon
any of the Collateral, and including any foreclosure, repossession, attachment,
execution or other process regarding any of the Collateral.

     

    “Permitted Lien” means those
Liens described on Schedule
3.07.

     

    “Person”  Any natural
person, corporation, limited liability company, partnership, joint venture,
entity, association, joint-stock company, trust or unincorporated organization
and any Governmental Authority, including any receiver, debtor-in-possession,
trustee, custodian, conservator, or liquidator.

     

    “Secured Obligations” All
indebtedness, liabilities and obligations which are now or may at any time
hereafter be due, owing or incurred in any manner whatsoever to Secured Party by
any Debtor, whether under this Agreement, any Note, any Debenture, the Guaranty
or any other Finance Document, in each case howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, whether at stated
maturity, by acceleration or otherwise (including, without limitation, the
payment of interest and other amounts which would accrue and become due but for
the filing of a petition in bankruptcy or the operation of the automatic stay
under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), including,
without limitation, all charges, fees, expenses, commissions, reimbursements,
premiums, indemnities and other payments related to or in respect of such
obligations.

     

     “UCC” means the Uniform
Commercial Code as in effect in the Commonwealth of Massachusetts on the date of
this Agreement, as may be amended or modified from time to time after the date
hereof; provided that, "UCC" shall also mean
the Uniform Commercial Code as in effect from time to time in any applicable
jurisdiction.

     

    ARTICLE
II

     

    SECURITY
INTEREST;  PERFECTION

     

    2.01         Security
Interest.  To secure the full and timely payment, performance
and satisfaction of the Secured Obligations, each Debtor hereby collaterally
assigns to Secured Party, and grants Secured Party a security interest in, all
of such Debtor’s property, whether now owned or hereafter existing or acquired,
regardless of where located including, without limitation, all of such
Debtor’s:

     

    (a)           Accounts;

     

    (b)           Chattel
Paper, including Electronic Chattel Paper;

     

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    (c)          Computer
Hardware and Software and all rights with respect thereto, including, any and
all licenses, options, warranties, service contracts, program services, test
rights, maintenance rights, support rights, improvement rights, renewal rights
and indemnifications, and any substitutions, replacements, additions or model
conversions of any of the foregoing

     

    (d)          Commercial
Tort Claims now or hereafter identified on Schedule 2.01(d)
to this Agreement;

     

    (e)          Deposit
Accounts;

     

    (f)           Documents;

     

    (g)          Financial
Assets;

     

    (h)          General
Intangibles;

     

    (i)           Goods
(including all of its Equipment, Fixtures and Inventory), and all embedded
software, accessions, additions, attachments, improvements, substitutions and
replacements thereto and therefor);

     

    (j)           Instruments;

     

    (k)          Intellectual
Property;

     

    (l)           Investment
Property;

     

    (m)         Letter
of Credit Rights;

     

    (n)          money
(of every jurisdiction whatsoever);

     

    (o)          Security
Entitlements;

     

    (p)          Supporting
Obligations

     

    (q)          with
respect to each Person (as hereinafter defined) listed in Schedule 2.01(q)
hereto and each other corporation hereafter acquired or formed by such Debtor,
the Equity Interests from time to time issued and outstanding, including the
certificates, if any, representing the Equity Interests and any interest of such
Debtor in the entries on the books of the issuer thereof or any financial
intermediary pertaining to the Equity Interests, together with all dividends,
cash, options, warrants, rights, instruments, distributions, returns of capital
or principal, income, interest, profits and other property, interests (debt or
equity) or proceeds as a result of a split, revision, reclassification,
consolidation, merger or other like change of the Equity Interests or any issuer
thereof, from time to time received, receivable or otherwise distributed to such
Debtor in respect of or in exchange for any or all of the Equity
Interests;

     

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    (r)           all
promissory notes or intercompany notes and and all certificates or instruments
evidencing such promissory notes or intercompany notes; and

     

    to the
extent not included in the foregoing, other personal property of any kind or
description, together with all books, records, writings, data bases, information
and other property relating to, used or useful in connection with, or
evidencing, embodying, incorporating or referring to any of the foregoing, and
all Proceeds, products, rents, issues, profits and returns of and from any of
the foregoing; provided that to the
extent that the provisions of any lease or license of Computer Hardware and
Software or Intellectual Property expressly prohibit (which prohibition is
enforceable under applicable law) the assignment thereof, and the grant of a
security interest therein, the Secured Party will not enforce its security
interest (other than in respect of the Proceeds thereof) for so long as such
prohibition continues, it being understood
that upon request of the Secured Party, such Debtor will in good faith use
reasonable efforts to obtain consent for the creation of a security interest in
favor of the Secured Party (and to Secured Party’s enforcement of such security
interest) in such Debtor's rights under such lease or license.

    


    2.02         Deposit
Accounts; Control.  To further secure the Secured Obligations,
and to more fully protect the security interest of Secured Party against Liens
of other creditors of any Debtor, each Debtor hereby agrees that Secured Party
shall have the right to direct the disposition of funds in such Deposit Accounts
upon the occurrence and during the continuance of any Event of Default, without
further consent of Debtor and shall execute and deliver to Secured Party, and
shall use its best efforts to cause smu Bank with which such Deposit Account
identified on Schedule
2.02 is maintained (excluding any payroll or disbursement accounts) to
execute and deliver to Secured Party, such Deposit Account Control Agreements as
Secured Party may reasonably request, in a form reasonably satisfactory to
Secured Party, to further confirm and perfect Secured Party’s Lien upon such
Debtor’s Deposit Accounts (excluding any payroll or disbursement
accounts).

     

    2.03         Perfection
by Filing.

     

    (a)           Each
Debtor authorizes Secured Party to file any financing statement and agrees to
execute, in recordable form, and deliver to Secured Party any other document or
instrument, and to cause any third party to execute and deliver to Secured Party
any other document (including financing statement termination statements),
requested by Secured Party to perfect the security interests created under this
Agreement and to establish, maintain, and continue the first priority of the
security interests created under this Agreement.

     

    (b)           Each
Debtor hereby appoints Secured Party as such Debtor’s attorney-in-fact, with
power of substitution, which appointment is irrevocable and coupled with an
interest, to execute in the name of Debtor, and to transmit to, or file, record,
or register with, any Person, and at any time, any document or instrument that
Secured Party may deem necessary or advisable for the purpose of creating,
enforcing, defending, protecting, perfecting, continuing, or maintaining any
security interest, or the perfection or priority of any security interest,
created under this Agreement.

     

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    (c)           Secured
Party shall not be required to obtain Debtor’s consent or authorization for
Secured Party to file, and Secured Party shall be entitled to file, with or
without execution by Debtor (or by Secured Party as Debtor’s attorney-in-fact),
any financing statement, amendment, or other record that Secured Party may be
authorized to file in accordance with the terms of the UCC with respect to the
security interests created under this Agreement.

     

    (d)           Any
financing statement or other document filed to perfect the security interests
evidenced by this Agreement may, at Secured Party’s option, describe or indicate
the Collateral in the manner that the Collateral is described in this Agreement,
or as all assets of Debtor, or as all personal property of Debtor, or by any
other description or indication of the Collateral that may be sufficient for a
financing statement under the UCC.

     

    (e)           If
prior to Debtor’s execution of this Agreement, Secured Party shall have filed in
any jurisdiction, or with any governmental authority, any financing statement,
amendment, or other document describing or indicating the Collateral, or
containing a description or indication of all assets of Debtor or all personal
property of Debtor comprising the Collateral, or containing any other
description or indication of the Collateral, Debtor, by executing this
Agreement, irrevocably (i) authorizes, ratifies, confirms, and adopts
(A) each such previously filed financing statement, amendment or other
document, and (B) the filing of each such previously filed financing
statement, amendment, or other document, and (ii) agrees that each such
previously filed financing statement, amendment, or other document is valid and
effective as though it had been authorized by Debtor and filed with Debtor’s
authorization.

     

    2.04         Perfection
by Possession.  If Collateral is of a type as to which it is
necessary, desirable, or advisable, as determined by Secured Party, for Secured
Party to take possession of such Collateral in order to protect, perfect, or
maintain the first priority of Secured Party’s security interest or other Lien
(subject only to Permitted Security) in such (or any other) Collateral, then,
promptly upon Secured Party’s request, Debtor shall deliver such Collateral to
Secured Party.

     

    ARTICLE
III

     

    REPRESENTATIONS AND
WARRANTIES

     

    Debtor
makes the following representations and warranties to Secured Party, which shall
each be continuing and in effect at all times, and Secured Party shall be
entitled to rely upon the truth, accuracy, and completeness of the following
representations and warranties without regard to any other information that may
be now or hereafter known by or disclosed to Secured Party or any of Secured
Party’s directors, officers, employees, agents, attorneys or other
advisors:

     

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    3.01         Debtor’s
Name and Identification Number.  The name of each Debtor set
forth on the first page and the signature page of this Agreement is Debtor’s
correct and complete legal name.  The street address for Debtor in
this Agreement is Debtor’s mailing address.  Such Debtor's chief
executive office and principal place of business are as set forth on Schedule 3.01 hereto
(and such Debtor has not maintained its chief executive office and principal
place of business at any other location during the five (5) years preceding the
date hereof, and each other location where such Debtor maintains a place of
business is also set forth on Schedule 3.01
hereto

     

    3.02         Permitted
Liens; Collateral. (a) No financing statement (other than Permitted
Liens) covering any of such Debtor’s rights in the Collateral is on file in any
public office; (b) Secured Party’s security interest in the Collateral is a
first priority perfected security interest, subject to no Liens other than
Permitted Liens; (c) such Debtor is and will be the lawful owner of all
Collateral, free of all liens, claims, security interests and encumbrances
whatsoever, other than the security interest hereunder and Permitted Liens, with
full power and authority to execute this Agreement and perform such Debtor's
obligations hereunder, and to subject the Collateral to the security interest
hereunder and (d) all information with respect to the Collateral set forth in
any schedule, certificate or other writing at any time heretofore or hereafter
furnished by such Debtor to the Secured Party is and will be true and correct in
all material respects as of the date furnished.

     

    3.03         Authorization
and No Conflicts.  (a) Each Debtor is a corporation duly
organized, validly existing and in good standing under the laws of its state of
incorporation as listed on the first page of this Agreement; (b) the execution
and delivery of this Agreement and the performance by such Debtor of its
obligations hereunder are within such Debtor's corporate powers, have been duly
authorized by all necessary corporate action, have received all necessary
governmental approval (if any shall be required), and do not and will not
contravene or conflict with any provision of law or of the articles of
incorporation or by-laws of such Debtor or of any material agreement, indenture,
instrument or other document, or any material judgment, order or decree, which
is binding upon such Debtor; and (c) this Agreement is a legal, valid and
binding obligation of such Debtor, enforceable in accordance with its terms,
except that the enforceability of this Agreement may be limited by bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).

     

    3.04         Tangible
Collateral. Schedule 3.04 hereto
contains a complete listing of such Debtor’s tangible Collateral located with
any bailee, warehousemen or other third parties and all of such Debtor’s
Collateral which is subject to certificate of title
statutes.  

     

    3.05         Deposit
Accounts.  Except as listed on Schedule 2.02,
Debtor has no Deposit Accounts and is not a party to or otherwise bound by any
Deposit Account Agreement.

     

    3.06         Leases.  Except
as listed on Schedule 3.06
(which schedule contains a true, accurate and complete list and description of
all leases to which Debtor is a lessor, lessee, or other party or otherwise
bound), Debtor is not a lessor or lessee under, or a party to, or otherwise
bound by the terms of, any lease.

     

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    3.07         Commercial
Tort Claims.  Except as listed on Schedule 2.01(d),
Debtor has no Commercial Tort Claims.

     

    3.08         Subsidiaries.  Schedule 3.08
lists all of the subsidiaries of Debtors.

    


    ARTICLE
IV

     

    AFFIRMATIVE
COVENANTS

     

    Debtor
covenants and agrees to the following:

     

    4.01         Account
Debtors.  The Secured Party may, at any time that an Event of
Default exists, whether before or after any revocation of such power and
authority or the maturity of any of the Secured Obligations, notify an Account
Debtor or other Person obligated on Collateral to make payment or otherwise
render performance to or for the benefit of the Secured Party and enforce, by
suit or otherwise the obligations of an Account Debtor or other Person obligated
on Collateral and exercise the rights of such Debtor with respect to the
obligation of the Account Debtor or other Person obligated on Collateral to make
payment or otherwise render performance to such Debtor, and with respect to any
property that secures the obligations of the Account Debtor or other Person
obligated on the Collateral.  In connection with exercise of such
rights and remedies, the Secured Party may surrender, release or exchange all or
any part thereof, or compromise or extend or renew for any period (whether or
not longer than the original period) any indebtedness thereunder or evidenced
thereby.  Upon the request of the Secured Party during the existence
of an Event of Default, each Debtor will, at its own expense, notify any or all
parties obligated on any of the Collateral to make payment to the Secured Party
of any amounts due or to become due thereunder.  Upon request by the
Secured Party during the existence of an Event of Default, each Debtor will
forthwith, upon receipt, transmit and deliver to the Secured Party, in the form
received, all cash, checks, drafts and other instruments or writings for the
payment of money (properly endorsed, where required, so that such items may be
collected by the Secured Party) which may be received by such Debtor at any time
in full or partial payment or otherwise as proceeds of any of the
Collateral.  Except as the Secured Party may otherwise consent in
writing, any such items which may be so received by any Debtor will not be
commingled with any other of its funds or property, but will be held separate
and apart from its own funds or property and upon express trust for the Secured
Party until delivery is made to the Secured Party.  Each Debtor will
comply with the terms and conditions of any consent given by the Secured Party
pursuant to the foregoing sentence.

     

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    4.02         Additional
Covenants.  Each Debtor:

     

    (a) will,
at the Secured Party’s request, at any time and from time to time, execute and
deliver to the Secured Party such financing statements, amendments and other
documents and do such acts as the Secured Party deems necessary in order to
establish and maintain valid, attached and perfected first priority security
interests in the Collateral in favor of the Secured Party, free and clear of all
Liens and claims and rights of third parties whatsoever except Permitted Liens;
each Debtor hereby irrevocably authorizes the Secured Party at any time, and
from time to time, to file in any jurisdiction any initial financing statements
and amendments thereto that (i) indicate the Collateral (x) as all assets of
such Debtor or words of similar effect, regardless of whether any particular
asset comprised in the Collateral falls within the scope of Article 9 of the UCC
of the jurisdiction wherein such financing statement or amendment is filed, or
(y) as being of an equal or lesser scope or with greater detail;

     

    (b) will
keep all its Inventory at, and will not maintain any place of business at any
location other than, its address(es) shown on Schedule 3.01 hereto
or at such other addresses of which such Debtor shall have given the Secured
Party not less than 30 days' prior written notice;

     

    (c) will
keep its records concerning the Collateral in such a manner as will enable the
Secured Party or its designees to determine at any time the status of the
Collateral;

     

    (d) will
furnish the Secured Party such information concerning such Debtor, the
Collateral and the Account Debtors as the Secured Party may from time to time
reasonably request;

     

    (e) will
permit the Secured Party and its designees, from time to time, on reasonable
notice and at reasonable times and intervals during normal business hours (or at
any time without notice during the existence of an Event of Default) to inspect
such Debtor's Inventory and other Goods, and to inspect, audit and make copies
of and extracts from all records and other papers in the possession of such
Debtor pertaining to the Collateral and the Account Debtors, and will, upon
request of the Secured Party during the existence of an Event of Default,
deliver to the Secured Party all of such records and papers;

     

    (f) will,
upon request of the Secured Party, stamp on its records concerning the
Collateral, and add on all Chattel Paper and Instruments constituting a portion
of the Collateral, a notation, in form satisfactory to the Secured Party, of the
security interest of the Secured Party hereunder;

     

    (g)
except for the sale or lease of Inventory in the ordinary course of its business
and sales of Equipment which is no longer useful in its business or which is
being replaced by similar Equipment, will not sell, lease, assign or create or
permit to exist any Lien on any Collateral other than Permitted
Liens;

     

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    (h) will
at all times keep all of its Inventory and other Goods insured under policies
maintained with reputable, financially sound insurance companies against loss,
damage, theft and other risks to such extent as is customarily maintained by
companies similarly situated, and cause all such policies to provide that loss
thereunder shall be payable to the Secured Party as its interest may appear (it
being understood that (A) so long as no Event of Default shall be existing, the
Secured Party shall deliver any proceeds of such insurance which may be received
by it to such Debtor and (B) whenever an Event of Default shall be existing, the
Secured Party may apply any proceeds of such insurance which may be received by
it toward payment of the Secured Obligations, whether or not due, in such order
of application as the Secured Party may determine), and such policies or
certificates thereof shall, if the Secured Party so requests, be deposited with
or furnished to the Secured Party;

     

    (i) will
take such actions as are reasonably necessary to keep its Goods in good repair
and condition;

     

    (j) will
take such actions as are reasonably necessary to keep its Equipment in good
repair and condition and in good working order, ordinary wear and tear
excepted;

     

     (k) will
promptly pay when due all license fees, registration fees, taxes, assessments
and other charges which may be levied upon or assessed against the ownership,
operation, possession, maintenance or use of its Equipment and other
Goods;

     

     (l)
will take all steps reasonably necessary to protect, preserve and maintain all
of its rights in the Collateral and will keep all of the tangible Collateral in
the United States;

     

    (m)    will
promptly notify the Secured Party in writing upon acquiring or otherwise
obtaining any Collateral after the date hereof consisting of Deposit Accounts,
Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and,
upon the request of the Secured Party, will promptly execute such other
documents, and do such other acts or things deemed appropriate by the Secured
Party to confer upon the Secured Party control (as defined in the UCC) with
respect to such Collateral;

     

    (o)
promptly notify the Secured Party in writing upon acquiring or otherwise
obtaining any Collateral after the date hereof consisting of Documents or
Instruments and, upon the request of the Secured Party, will promptly execute
such other documents, and do such other acts or things deemed appropriate by the
Secured Party to deliver to the Secured Party possession of such Documents which
are negotiable and Instruments, and, with respect to nonnegotiable Documents, to
have such nonnegotiable Documents issued in the name of the Secured
Party;

     

    (p)
promptly notify the Secured Party in writing upon incurring or otherwise
obtaining a Commercial Tort Claim after the date hereof against any third party,
and, upon the request of the Secured Party, will promptly enter into an
amendment to this Agreement, and do such other acts or things deemed appropriate
by the Secured Party to give the Secured Party a security interest in such
Commercial Tort Claim; and

     

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    (q)
further agrees to take other action reasonably requested by the Secured Party to
insure the attachment, perfection and first priority of, and the ability of the
Secured Party to enforce, the security interests in any and all of the
Collateral including, without limitation, (i) executing, delivering and, where
appropriate, filing financing statements and amendments relating thereto under
the UCC, to the extent, if any, that the Debtor’s signature thereon is required
therefor, (ii) complying with any provision of any statute, regulation or treaty
of the United States as to any Collateral if compliance with such provision is a
condition to attachment, perfection or priority of, or ability of the Secured
Party to enforce, the security interests in such Collateral, (iii) obtaining
governmental and other third party consents and approvals, including without
limitation any consent of any licensor, lessor or other Person obligated on
Collateral, (iv) obtaining waivers from mortgagees and landlords in form and
substance satisfactory to the Secured Party, and (v) taking all actions required
by the UCC in effect from time to time or by other law, as applicable in any
relevant UCC jurisdiction, or by other law as applicable in any foreign
jurisdiction.

     

    4.03         Taxes,
Assessments, Charges, and Other Impositions.   Debtor
shall pay and discharge promptly, on or before the date due, all taxes,
assessments, charges, and other impositions imposed by any governmental
authority on Debtor, or on the Collateral, relating to the ownership or use of
the Collateral, or relating to any sale, lease, license or other disposition of
the Collateral; provided, however, Debtor shall not be required to pay or
discharge, or to cause to be paid or discharged, any such tax, assessment,
charge, or other imposition so long as (a) the validity of such tax,
assessment, charge or other imposition is being contested in good faith by
Debtor by appropriate proceedings.

     

    4.04         Notice of
Lien Proceeding.   Debtor shall give Secured Party
immediate written notice of the threat by any Person to commence any proceedings
on a material portion of the Collateral or any other Lien
Proceeding.

     

    4.05         Delivery
of Certificated Equity Interests. All certificates, agreements or
instruments representing or evidencing the pledged Equity Interests, to the
extent not previously delivered to the Secured Party, shall promptly upon
receipt thereof by any Debtor be delivered to and held by the Secured Party
pursuant hereto. All such certificated Collateral shall be in suitable form for
transfer by delivery or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance reasonably
satisfactory to the Secured Party. Security Party shall have the right, at any
time after the occurrence and during the continuance of any Event of Default, to
exchange certificates representing or evidencing such pledged Equity Interests
for certificates of smaller or larger denominations.  If any issuer of
pledged Equity Intersets is organized in a jurisdiction which does not permit
the use of certificates to evidence equity ownership, or if any of such pledged
Equity Interests are at any time not evidenced by certificates of ownership,
then each applicable Debtor shall, to the extent permitted by applicable law,
record such pledge on the equityholder register or the books of the issuer,
execute any customary pledge forms or other documents necessary or appropriate
to complete the pledge and give the Secured Party the right to transfer such
pledged Equity Interests.

     

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    4.06         Voting
Rights: Distributions: etc.  So long as no Event of Default
shall have occurred and be continuing, (i) each Debtor shall be entitled to
exercise any and all voting and other consensual rights pertaining to the
pledged Equity Interests or any part thereof for any purpose not inconsistent
with the terms or purposes of this Agreement; provided, however, that no
Debtor shall in any event exercise such rights in any manner which may have an
adverse effect on the security intended to be provided by this Agreement and
(ii) each Debtor shall be entitled to receive and retain any and all
distributions with respect to such pledged Equity Interests.  Upon the
occurrence and during the continuance of any Event of Default, upon written
notice from the Secured Party, all rights of each Debtor to exercise such voting
and other consensual rights it would otherwise be entitled to exercise hereunder
and all rights of such Debtor to receive distributions otherwise permitted
hereunder shall cease, and all such rights shall thereupon become vested in the
Secured Party.  Any distributions which are received by any Debtor in
violation of the provisions of this Agreement shall be received in trust for the
benefit of the Secured Party, shall be segregated from other funds of such
Debtor and shall immediately be paid over to the Secured Party as Collateral in
the same form as so received (with any necessary endorsement).

    


    ARTICLE
V

     

    NEGATIVE
COVENANTS

     

    Debtor
covenants and agrees to the following:

     

    5.01         Identity.  Debtor
shall not change Debtor’s name or corporate structure.  If Debtor is
organized solely under the law of a single state or the United States and as to
which the state or the United States must maintain a public record showing the
organization to have been organized, Debtor shall not organize under the laws of
another jurisdiction.

     

    5.02         Deposit
Accounts.  Debtor shall not open or close any Deposit Account
or modify, terminate, or supplement any Deposit Account Control Agreement, or
waive any material rights under any Deposit Account Control Agreement, without
prior written notice to the Secured Party.

     

    5.03         Liens.  Debtor
shall not create, incur, assume or suffer to exist any Liens upon any Collateral
of Debtor other than Permitted Liens.

     

    ARTICLE
VI

     

    EVENT OF DEFAULT;
ENFORCEMENT OF SECURITY INTEREST

     

    6.01         Any
one or more of the following events (regardless of the reason therefor) shall
constitute an "Event of
Default" hereunder:

     

    (a)          Any
default or event of default shall occur under any of the Debenture or any other
Finance Documents.

    


    (b)          Any
Debtor shall fail or neglect to perform, keep or observe any provision of this
Agreement or any other Finance Document and the same shall remain unremedied for
a period of ten (10) days after notice is given to such Debtor by the Secured
Party.

     

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    (c)          The
Secured Party shall fail to have an enforceable first priority lien on and
security interest in the Collateral.

    


    (d)          Any
Debtor files a bankruptcy petition, a bankruptcy petition is filed against any
Debtor which remains undismissed or unstayed for 30 consecutive days, or any
Debtor makes a general assignment for the benefit of creditors.

    


    6.02         Right to
Enforce Claim;  Secured Party in Possession or Control. 

     

    (a)          Upon
the occurrence of an Event of Default and during the continuance thereof, and in
addition to such other rights and remedies as Secured Party may have under other
provisions of this Agreement or any other Finance Document, or under common or
statutory law, Secured Party may reduce a claim to judgment, foreclose, or
otherwise enforce the claim, security interest, or agricultural lien by any
available judicial procedure, and if the Collateral is Documents, Secured Party
may proceed either as to the Documents or as to the Goods the Documents
cover.

     

    (b)          If
Secured Party has possession of Collateral, (i) reasonable expenses, including
the cost of insurance and payment of taxes or other charges, incurred in the
custody, preservation, use, or operation of the Collateral are chargeable to
Debtor and are secured by the Collateral, (ii) the risk of accidental loss or
damage is upon Debtor to the extent of a deficiency in any effective insurance
coverage, (iii) Secured Party shall keep the Collateral identifiable, but
fungible Collateral may be commingled, and (iv) Secured Party may use or operate
the Collateral (A) for the purpose of preserving the Collateral or its value, or
(B) as permitted by an order of a court having competent jurisdiction, or (C)
for the purpose of transporting the Collateral, or (D) for the purposes of
demonstrating the use or operation of the Collateral.

     

    (c)          If
Secured Party has possession of Collateral or control of Collateral that is
Deposit Accounts, Electronic Chattel Paper, Investment Property, or
Letter-of-credit rights, then Secured Party (i) may hold as additional security
any Proceeds, except money or funds, received from the Collateral, (ii) shall
apply money or funds received from the Collateral to reduce the Secured
Obligations unless remitted to Debtor, and (iii) may create a security interest
in the Collateral.

     

    (d)          If
Secured Party has possession of Collateral that is Chattel Paper or an
Instrument, then as to any such Chattel Paper or Instrument, Secured Party shall
not be obligated to take any necessary steps to preserve rights against prior
parties.

     

    6.03         Collection
and Enforcement. After the occurrence of an Event of Default and during
the continuance thereof (in accordance with the Facilities Agreement), Secured
Party may:

     

    (a)           notify
any Account Debtor or other Person obligated on Collateral to make payment or
otherwise render performance to or for the benefit of Secured
Party;

     

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    (b)           take
any Proceeds to which Secured Party is entitled under Section 9-315 of
Article 9 of the UCC;

     

    (c)           enforce
the obligations of any Debtor or other Person obligated on Collateral and
exercise the rights of Debtor with respect to the obligations of the Debtor or
other Person obligated on Collateral to make payment or otherwise render
performance to Debtor, and with respect to any property that secures the
obligations of the Debtor or other Person obligated on the
Collateral;

     

    (d)           if
Secured Party is a Bank and holds a security interest in a Deposit Account
maintained with Secured Party, apply the balance of the Deposit Account to the
obligation secured by the Deposit Account; and

     

    (e)           if
Secured Party holds a security interest in a Deposit Account perfected by
control pursuant to an agreement among Debtor, Secured Party and the Bank with
which the Deposit Account is maintained, or if Secured Party becomes the Bank’s
customer with respect to the Deposit Account, instruct the Bank with which the
Deposit Account is maintained to pay the balance of the Deposit Account to or
for the benefit of Secured Party.

     

    6.04           Possession
of Collateral.

     

    (a)           After
the occurrence of an Event of Default and during the continuance thereof,
Secured Party may require Debtor to assemble the Collateral and make the
Collateral available to Secured Party at a place designated by Secured Party
which is reasonably convenient to Secured Party and Debtor.  If
Secured Party requires Debtor to assemble the Collateral and make the Collateral
available to Secured Party, as described in the preceding sentence, Debtor shall
do so promptly, and in any event within ten (10) days after Secured Party gives
Debtor a notice requesting Debtor to assemble the Collateral and make the
Collateral available to Secured Party at the place designated by Secured
Party.  Without limiting Secured Party’s right to designate any place
which is reasonably convenient to Debtor for making Collateral available to
Secured Party, Debtor agrees that any place designated by Secured Party and
located within one hundred (100) miles of any place where Debtor stores, uses,
sells, leases, licenses, or maintains Collateral in the ordinary course of
Debtor’s business shall be conclusively deemed to be a place reasonably
convenient to Debtor for making the Collateral available to Secured
Party.

     

    (b)           After
the occurrence of an Event of Default and during the continuance thereof,
Secured Party may, pursuant to judicial process, or without judicial process if
Secured Party proceeds without breach of peace, (1) take possession of the
Collateral and, (2) without removal, render Equipment unusable and dispose
of Collateral on Debtor’s premises.

     

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    6.05         Disposition
of Collateral.

     

    (a)           After
the occurrence of an Event of Default and during the continuance thereof,
Secured Party may sell, lease, license, or otherwise dispose of any or all of
the Collateral in its present condition or following any commercially reasonable
preparation or processing.

     

    (b)           Secured
Party may dispose of Collateral by public or private proceedings, by one or more
contracts, as a unit or in parcels, and at any time and place and on any
terms.

     

    (c)           Secured
Party may purchase Collateral (1) at a public disposition or (2) if the
Collateral is of a kind that is customarily sold on a recognized market or the
subject of widely distributed standard price quotations, at a private
disposition.

     

    (d)           A
contract for sale, lease, license, or other disposition includes the warranties
relating to title, possession, quiet enjoyment, and the like which by operation
of law accompany a voluntary disposition of property of the kind subject to the
contract; provided, however, Secured Party may disclaim or modify such
warranties (1) in a manner that would be effective to disclaim or modify
the warranties in a voluntary disposition of property of the kind subject to the
contract of disposition, or (2) by communicating to the purchaser a Record
evidencing the contract for disposition and including an express disclaimer or
modification of the warranties, and provided further that a Record is sufficient
to disclaim such warranties if such Record indicates “There is no warranty
relating to title, possession, quiet enjoyment, or the like in this disposition”
or uses words of similar import.

     

    (e)           Prior
to a disposition of Collateral, Secured Party shall give Debtor, and any other
parties required to receive notice under Article 9 of the UCC, notification
as required under Article 9 of the UCC before a sale, lease, license, or
other disposition of Collateral.

     

    6.06         Additional
Provisions Regarding Sales and Other Dispositions.  In the
event that Secured Party shall sell or otherwise dispose of the Collateral, or
any part thereof in accordance with this Agreement, the following additional
provisions shall be applicable to such sale or other disposition:

     

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    (a)           Such
sale or other disposition may be at public or private sale (or at any broker’s
board or on any securities exchange) for cash, upon credit or for future
delivery as Secured Party shall deem appropriate.  Secured Party shall
be authorized at any such sale (if Secured Party deems it advisable to do so
with regard to any type or item of Collateral) to restrict the prospective
bidders or purchasers to Persons who will represent and agree that they are
purchasing the Collateral for their own use (or for their own account for
investment, as applicable) and not with a view to the distribution or sale
thereof, and upon consummation of any such sale, Secured Party shall have the
right to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold.  Each such purchaser at any such sale shall hold
the property sold absolutely, free from any claim or right on the part of
Debtor, and Debtor hereby waives (to the extent permitted by law) all rights of
redemption, stay and appraisal which Debtor now has or may at any time in the
future have under any rule of law or statute now existing or hereafter
enacted.  Secured Party shall give Debtor at least ten (10) days’
written notice (which Debtor agrees is reasonable notice) of Secured Party’s
intention to make any sale of Collateral owned by Debtor.  Such
notice, in the case of a public sale, shall state the time and place for such
sale and, in the case of a sale at a broker’s board or on a securities exchange,
shall state the board or exchange at which such sale is to be made and the day
on which the Collateral, or portion thereof, will first be offered for sale at
such board or exchange.  Any such public sale shall be held at such
time or times within ordinary business hours and at such place or places as
Secured Party may fix and state in the notice of such sale, and Secured Party
shall not be obligated to make any sale of any Collateral if Secured Party shall
determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given, and Secured Party may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice to Debtor or anyone else, be
made at the time and place to which the same was so adjourned.

     

    (b)           In
case any sale of all or any part of the Collateral is made on credit or for
future delivery, the Collateral so sold may be retained by Secured Party until
the sale price is paid by the purchaser or purchasers thereof, but Secured Party
shall not incur any liability in case any such purchaser or purchasers shall
fail to take up and pay for Collateral so sold and, in case of any such failure,
such of the Collateral may be sold again upon notice to Debtor as set forth in
this Section.

     

    (c)           At
any public sale, Secured Party may bid for or purchase, free (to the extent
permitted by law) from any right of redemption, stay or appraisal on the part of
Debtor (all said rights being also hereby waived and released to the extent
permitted by law), the Collateral or any part thereof offered for sale and may
make payment on account thereof by using any claim then due and payable to
Secured Party from Debtor as a credit against the purchase price, and Secured
Party may, upon compliance with the terms of sale, hold, retain and dispose of
such property without further accountability to Debtor therefor.

     

    (d)           For
purposes of any sale of Collateral in accordance with this Agreement, a written
agreement to purchase the Collateral or any portion thereof shall be treated as
a sale thereof.  Secured Party shall be free to carry out such sale
pursuant to such agreement, and Debtor shall not be entitled to the return of
the Collateral or any portion thereof subject thereto, notwithstanding the fact
that after Secured Party shall have entered into such an agreement, all Events
of Default shall have been remedied and the Secured Obligations paid in
full.

     

    (e)           Upon
any sale of Collateral by Secured Party (including a sale pursuant to a power of
sale granted by statute or under a judicial proceeding), the receipt of Secured
Party or of the officer making the sale shall be a sufficient discharge to the
purchaser or purchasers of the Collateral being sold, and such purchaser or
purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to Secured Party or such officer or be answerable in
any way for the misapplication thereof.

     

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    ARTICLE
VII

     

    POWER OF
ATTORNEY

     

    7.01         Power of
Attorney;  Collections by Secured Party.

     

    (a)           Debtor
hereby appoints Secured Party as Debtor’s attorney-in-fact, with power of
substitution, which appointment is irrevocable and coupled with an interest, to
do each of the following in the name of Debtor or in the name of Secured Party
or otherwise, for the use and benefit of Secured Party, but at the cost and
expense of Debtor, and with or without notice to
Debtor:  (i) notify the Account Debtors and insurers to make
payments directly to Secured Party, and to take control of the cash and non-cash
Proceeds of any Collateral or insurance; (ii) renew, extend or compromise
any of the Collateral or deal with the same as Secured Party may deem advisable;
(iii) release, exchange, substitute, or surrender all or any part of the
Collateral; (iv) remove from Debtor’s places of business all Collateral
Records without cost or expense to Secured Party; (v) make such use of
Debtor’s places of business as may be reasonably necessary to administer,
control and collect the Collateral; (vi) repair, alter or supply Goods, if
any, necessary to fulfill in whole or in part the purchase order or similar
order of any Account Debtor; (vii) demand, collect, give receipt for, and
give renewals, extensions, discharges and releases of any of the Collateral;
(viii) institute and prosecute legal and equitable proceedings to enforce
collection of, or realize upon, any of the Collateral; (ix) settle, renew,
extend, compromise, compound, exchange or adjust claims with respect to any of
the Collateral or any legal proceedings brought with respect thereto;
(x) indorse the name of Debtor upon any item of payment relating to the
Collateral or upon any proof of claim in bankruptcy against any Collateral; and
(xi) institute and prosecute legal and equitable proceedings to reclaim any
of the Goods sold to any Account Debtor obligated on an Account at a time when
such Account Debtor was insolvent.  Secured Party agrees that it shall
not exercise any power or authority granted under this power of attorney unless
an Event of Default has occurred and is continuing.  The foregoing
power of attorney is in addition to any other power of attorney that may be
granted to Secured Party under any Finance Document.

     

    (b)           NONE
OF SECURED PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES SHALL BE RESPONSIBLE TO DEBTOR FOR ANY ACT OR FAILURE TO ACT
UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE,
EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

     

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    ARTICLE
VIII

     

    GENERAL
PROVISIONS

     

    8.01           Remedies
Cumulative.  Upon the occurrence and during the continuance of
any Event of Default, and in addition to such other rights and remedies as
Secured Party may have under other provisions of this Agreement or any other
Finance Document, Secured Party may exercise any one or more of its rights and
remedies under common or statutory law.  No failure or delay on the
part of Secured Party in exercising any right, power or privilege hereunder or
under any other Finance Document and no course of dealing between Debtor or any
other Obligor or other Person and Secured Party shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Finance Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder.  The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies which
Secured Party would otherwise have and may be exercised
simultaneously.  No notice to or demand on Debtor in any case shall
entitle Debtor or any other obligor or any other Person to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of Secured Party to any other or further action in any circumstances
without notice or demand.

     

    ARTICLE
IX

     

    MISCELLANEOUS

     

    9.01           Each
of the Debtors agrees to pay all expenses, including reasonable attorney's fees
and charges (including time charges of attorneys who are employees of Secured
Party) paid or incurred by Secured Party in endeavoring to collect the Secured
Obligations of such Debtor, or any part thereof, and in enforcing this Agreement
against such Debtor, and such obligations will themselves be Secured
Obligations.

     

    9.02           No
delay on the part of Secured Party in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by Secured Party
of any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy.

     

    9.03           This
Security Agreement shall remain in full force and effect until all Secured
Obligations have been paid in full.  If at any time all or any part of
any payment theretofore applied by the Secured Party to any of the Secured
Obligations is or must be rescinded or returned by the Secured Party for any
reason whatsoever (including the insolvency, bankruptcy or reorganization of any
Debtor), such Secured Obligations shall, for the purposes of this Agreement, to
the extent that such payment is or must be rescinded or returned, be deemed to
have continued in existence, notwithstanding such application by the Secured
Party, and this Agreement shall continue to be effective or be reinstated, as
the case may be, as to such Secured Obligations, all as though such application
by the Secured Party had not been made.

     

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    9.04           The
rights and privileges of Secured Party hereunder shall inure to the benefit of
its successors and assigns.

     

    9.05           Secured
Party’s Rights to Release Obligors; etc.  Secured Party may
take or release other security, may release any party primarily or secondarily
liable for any Secured Obligations or other indebtedness to Secured Party, may
grant extensions, renewals or indulgences with respect to such Secured
Obligations or other indebtedness and may apply any other security therefor held
by Secured Party to the satisfaction of such Secured Obligations or other
indebtedness, all without prejudice to any of Secured Party’s rights under this
Agreement.

     

    9.06           Notices.  Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered (i) upon delivery, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided a confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) day after deposit with a nationally recognized overnight
delivery service, so long as it is properly addressed.  The addresses
and facsimile numbers for such communications shall be:

     

    If to any
Debtor:

    


    Future
Now Group, Inc.

    80
Mountain Laurel Road

    Fairfield,
CT 06824

    Attention:
Wilbert Schloth

    Telephone:

    Facsimile:

     

    If to the
Secured Party:

     

    Professional
Offshore Opportunity Fund, Ltd.

    1400 Old
Country Road, Suite 206

    Westbury,
NY 11590

    Attention:
Howard Berger

    Telephone:
(516) 228-0070

    Facsimile:
(516) 228-8083

    


    9.07           Term.  The
term of this Agreement shall commence with the date of this Agreement and shall
continue in full force and effect and be binding upon Debtor until all Secured
Obligations of Debtor to Secured Party shall have been fully paid and satisfied
and Secured Party shall have given Debtor written notice of the termination of
this Agreement (excluding provisions that by their terms survive termination of
other provisions of this Agreement or survive the termination of the security
interest created under this Agreement). Secured Party shall not be obligated to
give Debtor written notice of termination of this Agreement, or to terminate any
financing statements or other Lien Notices, until all Secured Obligations of
Debtor to Secured Party shall have been fully paid and satisfied and there is no
commitment on the part of Secured Party to make an advance, incur an obligation
or otherwise give value, and Debtor shall have given Secured Party a written
demand requesting the termination of this Agreement and any financing statements
at which time Secured Party shall execute and deliver such documents, at
Debtor’s expense, as are necessary to release Secured Party’s liens in the
Collateral.  Notwithstanding anything to the contrary in this
Agreement or any other Finance Documents, this Agreement shall continue to be
effective or be reinstated, as the case may be, if at any time any amount
received by Secured Party in respect of the Secured Obligations is rescinded or
must otherwise be restored or returned by Secured Party upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of Debtor or upon the
appointment of any intervenor or conservator of, or trustee or similar official
for, Debtor or any substantial part of Debtor’s assets, or otherwise, all as
though such payments had not been made.

     

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    9.08           Further
Assurances.  Debtor shall execute and deliver to Secured Party
such further assurances and take such other further actions as Secured Party may
from time to time request to further the intent and purpose of this Agreement
and to maintain and protect the rights and remedies intended to be created in
favor of Secured Party under this Agreement.

     

    9.09           Amendments,
Waivers and Consents;  Successors and
Assigns.  Neither this Agreement nor any other Finance Document
nor any of the terms hereof or thereof may be amended, modified, changed,
waived, discharged or terminated, nor shall any consent be given, unless such
amendment, modification, change, waiver, discharge, termination or consent is in
writing signed by Secured Party and Debtor.  This Agreement shall
create a continuing security interest in the Collateral and shall
(i) remain in full force and effect until the Secured Obligations have been
fully paid and satisfied and this Agreement has been terminated, (ii) be
binding upon Debtor and its successors and assigns, and (iii) inure,
together with the rights and remedies of Secured Party hereunder, to the benefit
of Secured Party and Secured Party’s successors, transferees and
assigns.  This Agreement may not be assigned by Debtor without prior
written consent of Secured Party, which consent may be withheld in Secured
Party’s sole discretion.

     

    9.10           Entire
Agreement.  This Agreement and any other Finance Documents are
a complete and exclusive expression of all the terms of the matters expressed
therein, and all prior agreements, statements, and representations, whether
written or oral, which relate thereto in any way are hereby superseded and shall
be given no force and effect.  No promise, inducement, or
representation has been made to Debtor which relates in any way to the matters
expressed in this Agreement and in any other Finance Documents, other than what
is expressly stated herein and in such Finance Documents.

     

    9.11           No Strict
Construction.  The parties hereto have participated jointly in
the negotiation and drafting of this Agreement.  In the event of any
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement.

     

    9.12           Governing
Law.  This Agreement and all related instruments and documents
and the rights and obligations of the parties hereunder and thereunder shall, in
all respects, be governed by, and construed in accordance with, the internal
laws of the Commonwealth of Massachusetts, without regard to conflicts of law
principles, regardless of the location of the Collateral, excepting, however,
that the Uniform Commercial Code (or decisional law) of a jurisdiction other
than the State of New York may provide the method of perfection, the effect of
perfection or non-perfection, or the priority of liens and security interests
created under this Agreement.

     

    20

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         WM                         ER                   DHL


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    9.13           DISPUTES
SUBJECT TO ARBITRATION.  The parties to this Agreement will
submit all disputes arising under it to arbitration in New York, New York before
a single arbitrator of the American Arbitration Association
(“AAA”).  The arbitrator shall be selected by application of the rules
of the AAA, or by mutual agreement of the parties, except that such arbitrator
shall be an attorney admitted to practice law in the State of New
York.  No party to this agreement will challenge the jurisdiction or
venue provisions as provided in this section.  Nothing in this section
shall limit the Secured Party’s right to obtain an injunction for a breach of
this Agreement from a court of law.

     

    9.14           Severability.  Any
provision of this Agreement, or of any other Finance Document, that is
prohibited by, or unenforceable under, the laws of any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability, without invalidating the remaining provisions of this
Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.  To the extent permitted by applicable law, Debtor
hereby waives any provision of law which renders any provision of this Agreement
or any other Finance Document prohibited or unenforceable in any
respect.

     

    9.15           Counterparts.  This
Agreement may be executed in counterparts and each shall be effective as an
original, and a photocopy, facsimile or telecopy of this executed Agreement
shall be effective as an original.  In making proof of this Agreement,
it shall not be necessary to produce more than one counterpart, photocopy,
facsimile, or telecopy of this executed Agreement.

     

    9.16           Time.  Time
is of the essence of this Agreement.

    


    [SIGNATURE
PAGE FOLLOWS]

     

    21

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         WM                         ER                   DHL


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, and
intending to be legally bound hereby, each Debtor has executed this Agreement as
of the date first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          DEBTOR:

                                                        
	 
      	 
      
	
                                                          FUTURE
      NOW GROUP, INC.

                                                        
	 
      	 
      
	
                                                          By:

                                                        	 
      
	
                                                          Name:

                                                        	 
      
	
                                                          Title:

                                                        	 
      
	 
      	 
      
	
                                                          FUTURE
      NOW, INC.

                                                        
	 
      	 
      
	
                                                          By:

                                                        	 
      
	
                                                          Name:

                                                        	 
      
	
                                                          Title:

                                                        	 
      
	 
      	 
      
	
                                                          INTELLECTUAL
      PROPERTY LICENSING GROUP, INC.

                                                        
	 
      	 
      
	
                                                          By:

                                                        	 
      
	
                                                          Name:

                                                        	 
      
	
                                                          Title:

                                                        	 
      
	 
      	 
      
	
                                                          ELEMENTAL
      BUSINESS, INC.

                                                        
	 
      	 
      
	
                                                          By:

                                                        	 
      
	
                                                          Name:

                                                        	 
      
	
                                                          Title:

                                                        	 
      
	 
      	 
      
	
                                                          FUTURE
      NOW CONSULTING, INC.

                                                        
	 
      	 
      
	
                                                          By:

                                                        	 
      
	
                                                          Name:

                                                        	 
      
	
                                                          Title:

                                                        	 
      
	 
      	 
      
	
                                                          SECURED
      PARTY:

                                                        
	 
      	 
      
	
                                                          PROFESSIONAL  OFFSHORE
      OPPORTUNITY FUND, LTD

                                                        
	 
      	 
      
	
                                                          By:

                                                        	 
      
	
                                                          Name:

                                                        	 
      
	
                                                          Title:

                                                        	 
      


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    LIST OF
SCHEDULES

     

    Schedule
2.01(d)  (Commercial Tort claims)

    Schedule
2.01(q) (Equity Interests)

    Schedule
2.02  (Deposit Accounts)

    Schedule
3.01 (Designated Locations)

    Schedule
3.04 (Tangible Collateral)

    Schedule
3.06 (Leases)

    Schedule
3.07 (Permitted Liens)

    Schedule
3.08 (Subsidiaries)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
2.01(d)

    


    Commercial
Tort claims

    


    None


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
2.01(q)

    


    Equity
Interests

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Issuer

                            	 	
                              Class of Stock

                            	 	
                              Certificate

                              No(s)

                            	 	
                              Number 

                              of Shares

                            	 	
                              Percentage of

                              all Issued

                              Equity

                              Interests of

                              Issuer

                            	 
	
                              Future
      Now, Inc.

                            	 	
                              Common

                            	 	
                              ______

                            	 	
                              _______

                            	 	 	100	%
	
                              Intellectual
      Property Licensing Group, Inc.

                            	 	
                              Common

                            	 	
                              ______

                            	 	
                              _______

                            	 	 	100	%
	
                              Elemental
      Business, Inc.

                            	 	
                              Common

                            	 	
                              ______

                            	 	
                              _______

                            	 	 	100	%
	
                              Future
      Now Consulting, Inc.

                            	 	
                              Common

                            	 	
                              ______

                            	 	
                              _______

                            	 	 	100	%


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
2.02

    


    Deposit
Accounts

     

    
      
        
          
            
              
                
                  	
                          Account
      Name

                        	 
      	
                          Account
      Use

                        	 
      	
                          Bank

                        	 
      	
                          Bank
      Acct #

                        	 
      	
                          GL
      Acct #

                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                            

                        	 
      	
                            

                        	 
      	
                            

                        	 
      	
                            

                        	 
      


                

              

            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      



    Schedule
3.01

    


    Designated
Locations

    
      	
              NAME

            	 
      	
              MAILING
      ADDRESS

            
	 
      	 
      	 
      
	
              Future
      Now Group, Inc., a Nevada corporation

            	 
      	
              80
      Mountain Laurel Road

              Fairfield,
      CT 06824

            
	 
      	 
      	 
      
	
              Future
      Now, Inc., a Delaware corporation

            	 
      	
              80
      Mountain Laurel Road

              Fairfield,
      CT 06824

            
	 
      	 
      	 
      
	
              Intellectual
      Property Licensing Group, Inc., a Delaware Corporation

            	 
      	
              80
      Mountain Laurel Road

              Fairfield,
      CT 06824

            
	 
      	 
      	 
      
	
              Elemental
      Business, Inc., a Utah corporation

            	 
      	
              80
      Mountain Laurel Road

              Fairfield,
      CT 06824

            
	 
      	 
      	 
      
	
              Future
      Now Consulting, Inc., a Delaware corporation

            	
                

            	
              80
      Mountain Laurel Road

              Fairfield,
      CT 06824

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
3.04

    


    Tangible
Collateral

    


    None


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
3.06

    


    Leases


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
3.07

    


    Permitted
Liens


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
3.08

    


    Subsidiaries