10-Q











Exhibit 10.1  



LOAN AGREEMENT 



Duly made and executed on this 1 day of October, 2009 



By and Between 



FutureIT, Inc.  

Of 4 HaMlacha St. Industrial Zone, Lod, Israel  

(hereinafter the “FIT”)  



of the first part  



and 

Future I.T. Ltd  

Of 4 HaMlacha St. Industrial Zone, Lod, Israel  

(hereinafter the ”Borrower”)  



of the second part  



and 

DataSafe Group Ltd 

Of 4 HaMlacha St. Industrial Zone, Lod, Israel 

(hereinafter the "Lender") 



of the third part  



	WHEREAS 		FIT
has requested a loan from the Lender in the sum of up to 500,000 (five hundred thousand)
US Dollars (hereinafter the “Loan”) to be granted to the Borrower, a
fully owned subsidiary of FIT, and the Lender has agreed to grant the Loan to the
Borrower on the terms hereinafter;  






NOW, THEREFORE, it is declared
and stipulated between the parties as follows: 




	1.  	Preamble  






	 	
The
preamble to this Agreement forms an integral part hereof.  
















	2. 	The
Loan






	 	2.1. 	The
Lender shall grant the Loan to the Borrower Upon execution of this
                    Agreement. The Loan shall be used By the Borrower for the development
of its                     business activity. 






	 	2.2. 	The
Loan and the interest thereon will be in US dollars 






	 	2.3. 	The
outstanding Loan amount will accrue interest at the rate of 10% per annum,
                    beginning on the date of granting the Loan and until the Repayment
Day, as                     defined below (hereinafter the “Interest”). 






	 	
The
Interest will be calculated on the basis of the actual number of days elapsed in a year
consisting of 365 days.  






	 	
The
Interest will be paid semi annually by the Borrower, on March 31 2010 and September 30 of
2010.  






	 	2.4. 	Without
derogating from any right and/or any other relief available to the
                    Lender under this Agreement and/or under any law, any amount due by
the Borrower                     to the Lender pursuant to this Agreement, which shall
not be paid within                     fourteen (14) days from the date such payment is
due, shall bear an additional                     annual interest (in addition to the
Interest) at the rate of 3%, accruing and                     accumulating with any such
amount due and unpaid (“Compound                     Interest”). 






	 	2.5. 	All
taxes, including withholding taxes and/or VAT, that the Borrower may be
                    required to pay to the Lender as a result of the terms and conditions
hereof,                     are included in the calculation of the Interest and the
Borrower is not required                     to restitute such sums to the Lender. 






	 	2.6. 	The
outstanding Loan amount will be repaid by the Borrower, upon its discretion,
                    in 1 (one) payment on or before December 31, 2010 (the “Repayment
                    Day”), unless otherwise agreed upon in writing between the
parties. 






	 	2.7. 	FIT
shall guarantee the payment of the Loan by the Borrower, and by signing this
                    Agreement hereby grants such guarantee. 






	3.	Repayment
upon Event of Default






	 	
Without
derogating from any right and/or any other relief available to the Lender under this
Agreement and/or under any law, in the occurance of any of the following events, the
Lender shall be entitled, subject to its sole discretion, to demand the immediate
repayment of its portion in the outstanding Loan amount, inclusive of any Interest
accrued until such date, and any other outstanding amounts owed to the Lender (including
Compound Interest), and the Borrower shall be obligated to pay all the said sums within
seven (7) days from receipt of a written notice thereof:  
















	 	3.1. 	The
Borrower shall fail to pay any amount of Interest on a payment date and did
                    not remedy such breach within thirty (30) days from receipt of a
written notice                     thereof; or 






	 	3.2. 	FIT
and/or the Borrower or any of their subsidiaries shall make a general
                    assignment for the benefit of creditors, or admit in writing its
inability to                     pay its debts as they mature or become due, or shall
petition or apply for the                     appointment of a trustee or other
custodian, liquidator or receiver of FIT                     and/or the Borrower or such
subsidiary or of any substantial part of its assets                     or shall commence
any case or other proceeding relating to its assets under any
                    bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt,                     dissolution or liquidation or similar law of any jurisdiction,
or shall take any                     corporate action to authorize or in furtherance of
any of the foregoing; or any                     such petition or application shall be
filed or any such case or other proceeding                     shall be commenced against
FIT and/or the Borrower or any of their subsidiaries,                     and the same
shall not have been dismissed within ninety (90) days of the filing
                    or commencement thereof or FIT and/or the Borrower or such subsidiary
shall                     indicate its approval thereof, consent thereto or acquiescence
therein; or a                     decree or order shall be entered appointing any such
trustee, custodian,                     liquidator or receiver or adjudicating FIT and/or
the Borrower or such                     subsidiary bankrupt or insolvent, or approving a
petition in any such case or                     other proceeding, or a decree or order
for relief shall be entered in respect of                     FIT and/or the Borrower or
such subsidiary in an involuntary case under any such                     bankruptcy or
insolvency laws, and such decree, order, judgment, petition or                     other
proceeding shall not have been dismissed within ninety (90) days of the
                    filing or commencement thereof; or 






	 	3.3. 	FIT
and/or the Borrower shall take any corporate action to liquidate its assets
                    or dissolve, or shall take any corporate action to consolidate or
merge with or                     into any other corporation or business entity, unless
FIT and/or the Borrower                     shall be the surviving legal entity of such
consolidation or merger or the                     surviving legal entity of such
consolidation or merger shall have assumed in                     full by a written
instrument the obligations under and in respect of this                     Agreement. 






	4. 	Warrants






	 	
In
addition, in consideration for granting the Loan to the Borrower, for each 1 US Dollar
that will be lent to the Borrower by the Lender, the Lender will be issued by FIT with a
Warrant to purchase shares of common stock, par value $0.0001 per share of FIT at an
exercise price per share equal to 0.50 US Dollars in the form set forth in
Exhibit A hereto (the “Warrants”), and in total
up to 500,000 Warrants. 






	 	
The
Lender will be entitled, subject to the terms and conditions of the Warrants, at any time
or from time to time after the issuance date of the Warrants, and during a period of 4
years, to exercise the Warrants. 
















	5.  	Participance
in future financing  






	 	
It
is understood that FIT intends to raise additional funds for its ongoing activities by the
issuance of convertible debenture (the “Financing”). 






	 	
The
Lender will be entitled to participate in the Financing (if completed by FIT) by way of
converting each 1 US Dollars lent by the Lender within the Loan to 1 US Dollars of the
Financing. 






	6. 	Miscellaneous.






	 	6.1. 	Entire
Agreement. This Agreement is the entire Agreement between the
                    parties hereto with respect to the subject matter hereof and
supersedes all                     prior Agreements and arrangements between the parties
hereto with respect to the                     subject matter hereof. 






	 	6.2. 	Waiver.
A failure by any of the Parties to this Agreement to assert its
                    rights for or upon any breach of this Agreement or any such other
agreement                     shall not be deemed a waiver of such rights nor shall any
waiver be implied from                     any act. No waiver in writing by a Party with
respect to any right shall extend                     its effect to any subsequent breach
either of like or different kind. 






	 	6.3. 	Severability.
In the event that any part or parts of this Agreement shall                     be held
illegal or null and void by any court or administrative body of
                    competent jurisdiction, such determination shall not effect the
remaining parts                     of this or such agreement and they shall remain in
full force and effect as if                     such part or parts determined illegal or
void had not been included herein;                     provided, however, that nothing in
this Section shall relieve any party of any                     liability for breach of
covenant, warranty or representation. 






	 	6.4. 	Assignment.
Neither this Agreement nor any rights or obligations                     hereunder may be
assigned, directly or indirectly, by any Party without the                     prior
written consent of the other Parties. 






	 	6.5. 	Books.
The books and accounts of the Lender will bind the Borrower and                     will
be used at all times as proof against it in respect of all the amounts owed
                    by it according to this Agreement and/or in respect of the other
details of this                     Agreement. 






	 	6.6. 	Applicable
Law And Dispute Resolution. All questions arising out of or
                    concerning this Agreement or its validity, interpretation,
performance or breach                     shall be governed and decided by application of
the laws of the state of Israel                     and without reference to its conflict
of law rules. The Parties shall make good                     faith efforts to resolve
amicably any disputes or claims arising out of this                     Agreement. Any
dispute or claim arising out of or relating to this Agreement, or                     the
breach thereof, which cannot be resolved by mutual agreement of the Parties,
                    shall be submitted to the exclusive jurisdiction of the competent
courts in Tel                     Aviv. 
















	 	6.7. 	Headings.
The headings of the paragraphs of this Agreement are not a part                     of
and are not intended to govern, limit or aid in the construction of any term
                    or provision hereof. 






	 	6.8. 	Counterparts:
This Agreement and any amendment hereto may be executed in                     multiple
counterparts, each of which shall be deemed an original agreement and
                    all of which shall constitute one and the same agreement. 






	 	6.9. 	Amendments.
This Agreement may be amended only by the written consent of                     all
Parties hereto. 






	 	6.10. 	Notices.
Notices to be served hereunder shall be in writing as                     hereinafter
provided and shall be served upon the parties at the address set
                    forth above. Notices served by registered airmail shall be deemed
served on the                     day of actual delivery by the addressee’s receipt,
or at the expiration of                     the 7th (seventh) day after the date of
mailing, whichever is earlier. Notices                     served by e-mail, of facsimile
shall be deemed to be in writing and to have been                     served within 12
(twelve) hours of dispatch. 






IN WITNESS WHEREOF the parties have hereunder subscribed their names. 



			
			
			
			
			
	_____________________	_____________________	_____________________
	    FutureIT Inc.	    Future I.T. Ltd.	    DataSafe Group Ltd.
	  	 	 
	By: _________________	By: _________________	By: _________________