SB-2











Exhibit 10.10  



SUBSCRIPTION AGREEMENT 



THIS SUBSCRIPTION AGREEMENT,
dated as of ________, 2007, is entered into by and between FUTUREIT, INC., a Delaware
corporation (the “Company”), and the persons or entities listed on
Schedule 1 hereof (the “Purchaser,” and collectively, the
“Purchasers”). 



W I T N E S S E T H: 



WHEREAS, the Company has duly
authorized the issuance, sale and delivery to the Purchasers of a maximum of 50 units (the
“Units”), each Unit consisting of (1) 100,000 shares of Common Stock of the
Company, par value $0.0001 per share (the “Common Stock”), and (2)
Warrants to purchase 46,200 shares of Common Stock at an exercise price of US$0.50 a share
(the “Warrants” and together with the Common Stock, the
“Securities”), for a purchase price of US$30,000 per Unit, and an
aggregate purchase price of $1,500,000; and 



WHEREAS, the Purchaser wishes
to purchase, and the Company wishes to issue to the Purchasers, upon the terms and subject
to the conditions of this Agreement, the number of Units as set out next to each
Purchaser’s name on the signature page hereto; and 



WHEREAS, the Company and the
Purchasers are executing and delivering this Agreement in reliance upon the exemptions
from registration provided by Regulation D (“Regulation D”)
promulgated by the United States Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the
“Securities Act”), and/or Section 4(2) of the Securities Act. 



NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows: 



	1.  	AGREEMENT
TO PURCHASE AND SELL UNITS  






	 	1.1	Purchase
and Sale of Units. Each of the Purchasers hereby agrees, severally and not jointly,
to purchase from the Company the number of Units set forth next to its name on the
signature page hereto for the aggregate purchase price set out next to each Purchaser’s
name on the signature page hereto (the “Purchase Price”). The Warrants
shall be issued in substantially the form attached hereto as Exhibit A. Upon
execution of a signature page of this Agreement and the appropriate Schedules thereto and
the acceptance thereof by the Company and execution by the Placement Agent (as such term
is defined below) and the Company of a signature page to the Escrow Agreement between the
Company, American Stock Transfer & Trust Company (the “Escrow Agent’)
and the Placement Agent substantially in the form attached hereto as Exhibit B
(the “Escrow Agreement’), each Purchaser shall pay the Purchase
Price by delivering good funds in United States Dollars to the Escrow Agent, except that
each of the lenders in the January 2007 bridge loan (the “Bridge Loan”)
who elects to invest in the Company in accordance with this Agreement (each, a “Participating
Lender”) will pay to the Escrow Agent the difference between such lender’s
Purchase Price and the principal amount of the loan due to such lender in accordance with
the Bridge Loan . Such funds shall be held in escrow by the Escrow Agent in an
interest-bearing account and shall be transferred to the Company against issuance of the
Securities only upon the filing by the Company of the Registration Statement (as defined
in Section 4.4 below). In the event that (i) the Closing (as defined in Section 1.2
below) has not occurred by June 30, 2007, or (ii) the Registration Statement is not filed
by the Company by sixty (60) days following the Closing Date (defined in Section 1.2
below), the Escrow Agent shall return to each Purchaser the Purchase Price paid by such
Purchaser (without interest ), unless (in the case of clause (ii) above) the Placement
Agent notifies the Escrow Agent (who shall be obligated to provide notice to the
Placement Agent prior to returning any such funds to the Purchasers) and the Company that
the Purchasers holding a majority of the shares of Common Stock issued pursuant to this
Agreement and upon exercise of the Warrants have elected not to have their Purchase Price
returned to them, in which case the Escrow Agent shall simultaneously (i) pay to the
Company and/or to any other person designated in written instructions signed by the
Company the Purchase Price received from the Purchasers (including all interest or other
earnings or income earned or received on such investment and reinvestment of the Purchase
Price less all deductions agreed with the Escrow Agent), and (ii) provide to the
Placement Agent the Certificates (as such term is defined below) issued and delivered by
the Company for each such Purchaser. The aforesaid shall not relieve the Company of its
obligation to file the Registration Statement or any liability it may have for its
failure to do so. In the event that the Escrow Agent shall return to each Purchaser the
Purchase Price paid by such Purchaser, as set out above, the Company will pay to each
Purchaser the interest that would have accrued on such Purchaser’s funds during such
period had the Purchase Price of such Purchaser accrued interest at the rate of 4% per
annum. 

















	  	1.2  	Closings. 






	 	(a)       
Closing
Date. Certificates representing the Securities underlying the                Units to
be purchased by the Purchasers hereunder, in definitive form, shall be
               delivered by or on behalf of the Company to the Escrow Agent for the
account of                each such Purchaser, in consideration of payment of the
Purchase Price to the                Escrow Agent, at the offices of Carter Ledyard & Milburn
at 9:30 a.m., New                York time on May 22, 2007, or at such other time and
date as J.H Darbie &               Co., Inc. (the “Placement Agent”)
and the Company may agree                upon in writing, such date being referred to
herein as the “Closing                Date”. A closing can occur with
respect to the sale and purchase of at                least 34 Units.  






	 	(b)       
Additional
Closings. In the event that not all 50 Units have been sold                prior to
the Closing Date, at one or more additional closings to be held prior                to
June 30, 2007, any additional purchasers (the “Additional Purchasers”)
may purchase any remaining Units at a a purchase price                of US$30,000 per
Unit pursuant to the terms of this Agreement (the                “Additional
Investment”) at a subsequent closing or closings                (each an “Additional
Closing”). 






	 	
Simultaneously
with the consummation of an Additional Closing, the Additional Purchasers shall execute
and deliver to the Company, a counterpart signature page to this Agreement and Schedule
1 hereof shall be amended accordingly. Upon the consummation of an Additional
Closing, each Additional Purchaser(s) shall be deemed (and shall be referred to herein
as) a Purchaser hereunder for all purposes. 

















	2. 	PURCHASER
REPRESENTATIONS AND WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT
          INVESTIGATION.






	 	
Each
Purchaser represents and warrants to, and covenants and agrees with, the Company as
follows:  






	 	2.1	Purchase
for Investment. The Purchaser is purchasing the Units and will be acquiring the
Common Stock issuable upon exercise of the Warrants for its own account, for investment
purposes only and not with a view towards the public sale or distribution thereof and not
with a view to or for sale in connection with any distribution thereof; 






	 	2.2	Purchaser
Status. One or more of the categories set forth in Schedule 2 hereto
correctly and in all respects describes the Purchaser, and the Purchaser has so indicated
by signing on the blank line or lines following a category which so describes it. If the
Purchaser signs its name under any one or more of categories 1(a)-(h) of Schedule 2,
then one or more of the categories set forth in Schedule 3 and in Schedule 4 hereto
correctly and in all respects describes the Purchaser, and the Purchaser has so indicated
by signing on the blank line or lines following a category in Schedule 3 and in Schedule
4  which so describes it, and the Purchaser represents and warrants that such
information is true and accurate; 






	 	2.3	Security
Law Exemption. The Purchaser understands that the Units are being offered and sold to
it in reliance upon exemptions from the registration requirements of the United States
federal and state securities laws, and that the Company is relying upon the truth and
accuracy of the Purchaser’s representations and warranties, and the Purchaser’s
compliance with its agreements, each as set forth herein, in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire the
Units; 






	 	2.4	Knowledge
and Experience. The Purchaser and its purchaser representative (if any) currently
have, and (unless the Purchaser has a purchaser representative) the Purchaser had
immediately prior to receipt of any offer regarding purchasing securities of the Company,
such knowledge and experience in financial and business matters as to be able to evaluate
the merits and risks of an investment in the Company. 






	 	2.5	Purchaser
Representative. If the Purchaser has utilized a purchaser representative, the
Purchaser has previously given the Company notice in writing of such fact. 






	 	2.6	Offering
Materials; Suitability. The Purchaser acknowledges that it has been furnished with or
has acquired a copy of the Company’s Private Placement Memorandum dated May 10, 2007
and the Audited consolidated Financial Statements of Future I.T Ltd. for the fiscal year
ended December 31, 2006 (collectively, the “Offering Materials”). The
Purchaser is not relying upon any representations or other information (whether oral or
written) other than as set forth in this Agreement or the Offering Materials. The
Purchaser understands that no federal or state agency has passed on or made any
recommendation or endorsement of the Securities or the Offering Materials. THE PURCHASER
HAS READ CAREFULLY AND UNDERSTANDS THE OFFERING MATERIALS AND HAS CONSULTED ITS OWN
ATTORNEY, ACCOUNTANT AND/OR INVESTMENT ADVISER WITH RESPECT TO THE INVESTMENT
CONTEMPLATED HEREBY AND ITS SUITABILITY FOR THE PURCHASER. ANY SPECIFIC ACKNOWLEDGMENT BY
THE PURCHASER SET FORTH BELOW WITH RESPECT TO ANY STATEMENT CONTAINED IN THE OFFERING
MATERIALS SHALL NOT BE DEEMED TO LIMIT THE GENERALITY OF THIS REPRESENTATION AND
WARRANTY. 

















	 	2.7	Receipt
of Information. The Purchaser acknowledges that in making its decision to purchase
the Units, it has relied upon independent investigations made by it and its
representatives, if any, and the Purchaser and such representatives, if any, have been
provided access and the opportunity to examine all material, publicly available books and
records of the Company, all material contracts and documents relating to this offering
and have had an opportunity to ask questions and to receive answers from the Company or
persons acting on its behalf concerning the terms and conditions of this offering. The
Purchaser and its advisors, if any, have been furnished with access to all publicly
available materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Units that have been requested. The
Purchaser and its advisors, if any, have received answers to any such inquiries that they
have deemed to be satisfactory. The foregoing, however, does not limit or modify the
representations and warranties of the Company set forth in Section 3 below or the right
of the Purchasers to rely thereon. 






	 	2.8	Validity.
This Agreement has been duly and validly authorized, executed and delivered on behalf of
the Purchaser and, upon its execution by the Company and a Purchaser, shall be a valid
and binding agreement of such Purchaser, enforceable in accordance with its terms, except
to the extent that enforcement of this Agreement may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now
or hereafter in effect relating to creditors’ rights generally and to general
principles of equity. 






	 	2.9	Organization. If
the Purchaser is a corporation or other incorporated entity, as of the Closing Date (or
the date of any Additional Closing, if applicable), the Purchaser is duly organized,
validly existing and in good standing under its jurisdiction of incorporation. 






	 	2.10	Anti-Money-Laundering
Representations. The Purchaser hereby acknowledges that it has been informed that the
Company seeks to comply with all applicable laws concerning money laundering and related
activities. In furtherance of those efforts, the Purchaser hereby represents, warrants
and agrees that, to the best of the Purchaser’s knowledge: (1) None of the cash or
property that the Purchaser has paid, will pay or will contribute to the Company has been
or shall be derived from, or related to, any activity that is deemed criminal under
United States federal laws; and (2) No contribution or payment by the Purchaser to the
Company, to the extent that they are within the Purchaser’s control, shall cause the
Company to be in violation of the United States Bank Secrecy Act, the United States Money
Laundering Control Act of 1986 or the United States International Money Laundering
Abatement and Anti-Terrorist Financing Act of 2001. The Purchaser shall promptly notify
the Company if it has knowledge that any of these representations cease to be true and
accurate regarding the Purchaser. 






	 	
The
Purchaser agrees to provide to the Company any additional information regarding the
Purchaser that the Company reasonably deems necessary to ensure compliance with all
applicable laws concerning money laundering and similar activities. The Purchaser
understands and agrees that if at any time it is discovered that any of the foregoing
representations in this Section 2.10 are incorrect, or if otherwise required by
applicable law or regulation related to money laundering and similar activities, the
Company may undertake appropriate actions to ensure compliance with applicable law or
regulation, including, but not limited to segregation and/or redemption of the Purchaser’s
investment in the Company for the purchase price paid by such Purchaser. The Purchaser
further understands that the Company may release confidential information about the
Purchaser and, if applicable, any underlying beneficial owners, to proper authorities if
the Company, in its sole discretion and upon advice of counsel, reasonably determines
that the Company is required to do so in light of relevant rules and regulations under
money-laundering and related laws, provided, however, that the Company
shall (i) provide any such Purchaser prior written notice of its disclosure of such
Purchaser’s confidential information so that such Purchaser may seek an appropriate
protective order, (ii) use its best efforts to obtain an order or other relevant
assurance that confidential treatment shall be provided to such confidential information
disclosed and (iii) only disclose such confidential information as it reasonably believes
is necessary under the circumstances. 

















	 	2.11  	Survival. Except as otherwise specifically stated, the foregoing representations, warranties and
agreements shall survive the Closing. 








	3.  	REPRESENTATIONS
OF THE COMPANY  






The Company represents and warrants
to each Purchaser that: 



	 	3.1	Organization. The
Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, and has full corporate power and authority to own, lease
and operate its properties and assets and to conduct its business as now being conducted.
Each of the Company’s subsidiaries is a corporation duly organized and validly
existing under the laws of its respective jurisdiction. 






	 	3.2	Capitalization. The
authorized capital of the Company consists, and will consist upon the Closing Date (and
the date of any Additional Closing, as applicable), of the following: 30,000,000 shares
of Common Stock of which 16,940,000 are (as of the date hereof and immediately preceding
the Closing Date) issued and outstanding and an additional 2,500,000 are reserved for
issuance under a stock option plan for employees, directors and consultants of the
Company and its affiliates. The rights of such shares are as set forth in the Amended and
Restated Certificate of Incorporation of the Company attached hereto as Exhibit C,
which is in full force and effect, is the Certificate of Incorporation of the Company and
to which no amendments, supplements or modifications have been made. Except as set out in
the Offering Materials, the Company has not granted any option or other rights to
purchase, and (except for the Bridge Loan Agreement (as defined in Section 6.6 below))
the Company has not entered into any agreements to sell, securities of the Company. 






	 	3.3	Concerning
the Common Stock. The Common Stock purchased hereby and issuable upon exercise of the
Warrants, when so issued, shall be duly and validly issued, fully paid and
non-assessable, and will not subject the holder thereof to personal liability by reason
of being such a holder. There are no preemptive rights of any stockholder of the Company
to acquire the Common Stock issuable to the Purchaser hereunder or pursuant to the terms
of the Warrants. 






	 	3.4	Authorized
Shares. The Company has legally available a sufficient number of authorized and
unissued shares of Common Stock as may be necessary to effect the issuance hereunder and
the exercise of the Warrants. 






	 	3.5	Legality.
The Company has the requisite corporate power and authority to enter into this Agreement
and to perform its obligations hereunder, including to issue and deliver the Common Stock
and the Warrants. The issuance of the shares of Common Stock purchased hereby and the
Warrants (and the Common Stock issuable upon exercise of the Warrants) have been duly and
validly authorized by all necessary corporate action by the Company, and this Agreement
has been duly and validly executed and delivered by and on behalf of the Company, and is
a valid and binding agreement of the Company, enforceable against it in accordance with
its terms, except to the extent that enforcement of this Agreement may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other
similar laws now or hereafter in effect relating to creditors’ rights generally and
to general principles of equity. 

















	 	3.6	Transaction
Agreements. This Agreement, the Registration Rights Agreement, the form of which is
attached hereto as Exhibit D (the “Registration Rights Agreement”)
and the Escrow Agreement (together with this Agreement, the Warrants and the Registration
Rights Agreement, the “Primary Agreements”), and the transactions
contemplated thereby, have been duly and validly authorized by the Company, this
Agreement has been duly executed and delivered by the Company and this Agreement is, and
the Primary Agreements, when executed and delivered by the Company, will each be valid
and binding agreements of the Company, enforceable in accordance with their respective
terms, except to the extent that enforcement of each of the Primary Agreements may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors’ rights
generally and to general principles of equity. 






	 	3.7	Non-contravention.
The execution and delivery of this Agreement, and each of the other Primary Agreements,
and the consummation by the Company of the transactions contemplated by this Agreement
and each of the other Primary Agreements, does not and will not conflict with or result
in a breach by the Company of any of the terms or provisions of, or constitute a default
under, the Certificate of Incorporation or By-laws of the Company, or any indenture,
mortgage, deed of trust or other agreement or instrument to which the Company or any of
its subsidiaries is a party or by which they or any of their properties or assets are
bound, or any existing applicable law, rule, or regulation or any applicable decree,
judgment or order of any court, Israeli or United States federal or state regulatory
body, administrative agency, or any other governmental body having jurisdiction over the
Company, its subsidiaries, or any of their properties or assets, except such conflict,
breach or default which would not have a material adverse effect on the transactions
contemplated by this Agreement or by the other Primary Agreements. 






	 	3.8	Approvals.
No authorization, approval or consent of any court, governmental body, regulatory agency,
self-regulatory organization, stock exchange or market or the stockholders of the Company
is required to be obtained by the Company for the entry into or the performance of this
Agreement and the other Primary Agreements, except such authorizations, approvals and
consents that have been obtained or will be obtained before the Closing Date or the date
of any Additional Closing, as applicable. 






	 	3.9	Absence
of Certain Changes. Since December 31, 2006, except as disclosed in the Offering
Materials, there has been no material adverse change in the business properties,
operations, financial condition or results of operations of the Company or any of its
subsidiaries. 






	 	3.10	Permits;
Laws. Each of the Company and its subsidiaries has all franchises, permits, licenses
and any similar authority necessary for the conduct of its business as now conducted, the
lack of which would materially and adversely affect the business, or financial condition
of the Company and the subsidiaries, taken as a whole. Neither the Company nor any of its
subsidiaries is under investigation with respect to the violation of any laws of any
governmental body applicable to its business or operations, and each of the Company and
its subsidiaries is in compliance in all material respects with all such laws. 

















	 	3.11	Absence
of Litigation.There is no action, suit, proceeding, inquiry or investigation
before or by any court, public board or body pending or, to the best knowledge of the
Company or any of its subsidiaries or, to the best knowledge of the Company, threatened
against or affecting the Company or any of its subsidiaries or officers, directors or key
employees, in which an unfavorable decision, ruling or finding would have a material
adverse effect on the properties, business, condition (financial or other), results of
operations or prospects of the Company and its subsidiaries, taken as a whole, or the
transactions contemplated by the Primary Agreements, or which would adversely affect the
validity or enforceability of, or the authority or ability of the Company to perform its
obligations under any of the Primary Agreements. 






	 	3.12	No
Default. Each of the Company and its subsidiaries is not in default in the
performance or observance of any material obligation, covenant or condition contained in
any material indenture, mortgage, deed of trust or other instrument or agreement to which
it is a party or by which it or its property may be bound. 






	 	3.13	Taxes.
All applicable tax returns required to be filed by the Company and each of its
subsidiaries have been filed, or if not yet filed have been granted extensions of the
filing dates which extensions have not expired, and all taxes, assessments, fees and
other governmental charges upon the Company, its subsidiaries, or upon any of their
respective properties, income or franchises, shown in such returns and on assessments
received by the Company or its subsidiaries to be due and payable have been paid, or
adequate reserves therefor have been set up if any of such taxes are being contested in
good faith; or if any of such tax returns have not been filed or if any such taxes have
not been paid or so reserved for, the failure to so file or to pay would not in the
aggregate have a material adverse effect on the business or financial condition of the
Company and its subsidiaries, taken as a whole. 






	 	3.14	Agent
Fees. Except as set out in the Offering Materials, the Company has not incurred any
liability for any finder’s or brokerage fees or agent’s commissions in
connection with the offer and sale of the Units hereunder. 






	 	3.15	Private
Offering. Subject to the accuracy of the Purchaser’s representations and
warranties set forth in Section 2 hereof, the offer and sale of the Units and the
issuance of the Securities as contemplated by this Agreement are exempt from the
registration requirements of the Securities Act, and neither the Company nor any agent
acting on its behalf will take any action hereafter that would cause the loss of such
exemption. 






	 	3.16	Full
Disclosure. None of the Primary Agreements or the Offering Materials, the schedules,
exhibits, certificates and other documents furnished or to be furnished in connection
therewith to the Purchasers on or before the Closing Date (or the date of any Additional
Closing, if applicable) by or on behalf of the Company contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained therein or herein, in light of the circumstances in which they were made, not
misleading. There is no fact or circumstance known to the Company and which has not been
disclosed herein or otherwise by the Company to the Purchasers which is reasonably
expected to have a material adverse effect upon the assets, liabilities, properties or
business of the Company. 

















	4.  	CERTAIN
COVENANTS AND ACKNOWLEDGMENTS.  






	 	4.1	Transfer
Restrictions. Each Purchaser acknowledges that (1) neither the Common Stock nor
the Warrants have been, registered under the Securities Act and, except as provided in
the Registration Rights Agreement, the Common Stock purchased hereby and the Common Stock
issuable upon exercise of the Warrants, have not been and are not being registered under
the Securities Act, and may not be transferred unless (A) subsequently registered
thereunder or (B) the Purchaser shall have delivered to the Company an opinion of
counsel, reasonably satisfactory in form and substance to the Company, to the effect that
such Securities to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration; (2) any sale of the Securities made in reliance
upon Rule 144 under the Securities Act may be made only in accordance with the terms
of said Rule and further, if said Rule is not applicable, any resale of the Securities
under circumstances in which the seller, or the person through whom the sale is made, may
be deemed to be an underwriter, as that term is used in the Securities Act, may require
compliance with another exemption under the Securities Act and the rules and regulations
of the Commission thereunder; and (3) neither the Company nor any other person is
under any obligation to register the Securities under the Securities Act (other than
pursuant to the Registration Rights Agreement) or to comply with the terms and conditions
of any exemption thereunder. The provisions of this Section 4.1 shall be binding upon any
subsequent transferee of the Common Stock and the Warrants. 






	 	4.2	Restrictive
Legend.Each Purchaser acknowledges and agrees that the Common Stock purchased
hereby and the Warrants, and, until such time as the such Common Stock shall have been
registered under the Securities Act as contemplated by the Registration Rights Agreement
and sold in accordance with the Registration Statement, such securities shall bear a
restrictive legend in substantially the following form (and a stop-transfer order may be
placed against transfer of such Securities). 






	 	
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED. 






	 	4.3	Use
of Proceeds. The Company will use the proceeds from the issuance of the Securities
for working capital purposes, as determined by the Board of Directors of the Company in
its reasonable discretion and to repay indebtedness incurred in the Bridge Loan , in the
amount of $400,000 plus accrued interest. 






	 	4.4	Restrictions
on Issuance of Securities. Without the consent of the Purchasers holding a majority
of the shares of Common Stock issued pursuant to this Agreement and upon exercise of the
Warrants, the Company shall not issue any securities until six (6) months following the
date that a Registration Statement with respect to the Common Stock issued pursuant to
this Agreement and issuable upon exercise of the Warrants (the “Registration
Statement”) is declared effective by the Commission (the “Restrictive
 Period”), other than in the framework of a registered public offering of the
Common Stock of the Company: (i) at an equity value of the Company of not less than $0.65
per share of Common Stock yielding net proceeds to the Company of not less than one
million dollars, and (ii) following which the Common Stock is listed on a U.S. national
exchange (such registered public offering a “Qualified IPO”). In the
event of a Qualified IPO, merger of the Company with or into another entity or the sale
of all or substantially all of the assets of the Company, the Company shall provide each
of the Purchasers thirty (30) days’ prior written notice of the occurrence of such
event. 

















	 	4.5	Buy-back
Option of Purchasers. If for any reason the Registration Statement is not declared
effective by the Commission within twenty four (24) months after the Closing Date, each
Purchaser will have the option for sixty (60) days following the expiration of such 24-
month period, to require that the Company immediately buy back the shares of Common Stock
issued to such Purchaser at the price the Purchaser paid for them pursuant to this
Agreement (with no interest). 






	 	4.6  	Escrow
Agreement. By executing this Agreement, each Purchaser agrees to be bound by all of
the terms and conditions of the Escrow Agreement as though an original party
thereto. 








	5. 	CONDITIONS
TO THE COMPANY’S OBLIGATION TO ISSUE THE SECURITIES.






Each of the Purchasers understands
that the Company’s obligation to issue and sell the Units on the Closing Date (or the
date of any Additional Closing, as applicable) to the Purchasers pursuant to this
Agreement is conditioned upon: 



	 	5.1	Receipt
of Purchase Price. Receipt by the Escrow Agent of the Purchase Price from all
Purchasers in the aggregate amount of at least $1,020,000 (less the amount to be invested
by conversion of the principal amount of the Bridge Loan by the Participating Lenders). 






	 	5.2	Accuracy
of Representations and Warranties. The accuracy in all material respects, on the
Closing Date, of the representations and warranties of the applicable Purchaser contained
in this Agreement as if made on such Closing Date and the performance by the Purchaser on
or before such Closing Date of all covenants and agreements of the applicable Purchaser
required to be performed on or before such Closing Date; 






	 	5.3	No
Legal Prohibition. There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions contemplated hereby, or requiring any consent
or approval which shall not have been obtained. 






	 	5.4	Escrow
Agreement; Registration Rights Agreement. The Placement Agent shall have executed the
Escrow Agreement and each Purchaser shall have executed a counterpart signature page of
the Registration Rights Agreement. 






	6. 	 CONDITIONS
TO THE PURCHASERS’ OBLIGATION TO PURCHASE THE SECURITIES.






	 	
At
or prior to the Closing Date (or the date of an Additional Closing, if applicable), the
following transactions shall occur simultaneously (no transaction shall be deemed to have
been completed or any document delivered until all such transactions have been completed
and all required documents delivered): 






	 	6.1 	Board
of Directors’ Resolution. The Company shall deliver to the Purchasers true and
correct copies of resolutions of the Company’s board of directors (i) issuing and
allotting the Securities to the Purchasers; and (ii) approving of all the transactions
and documents contemplated by this Agreement. 

















	 	6.2 	Stock
and Warrant Certificates. The Company shall deliver to the Escrow Agent on behalf of
the Purchasers valid executed stock certificates representing the Common Stock (for such
number of shares of Common Stock that each such Purchaser is purchasing hereunder) and
Warrants (for the number of shares of Common Stock issuable upon exercise of such
Warrants) (together, the “Certificates”) issued to the Purchasers at the
Closing (or at an Additional Closing, if applicable) in the names of the
Purchasers to held in Escrow by the Escrow Agent according to the Escrow Agreement. 






	 	6.3 	Opinion
of Counsel. Each Purchaser shall have received from Carter, Ledyard &Milburn,
counsel for the Company, a legal opinion dated as of the Closing Date (and the date of
any Additional Closing, if applicable) in the form attached hereto as Exhibit E hereto. 






	 	6.4 	Escrow
Agreement; Registration Rights Agreement. The Company shall deliver to the Purchasers
executed copies of the Escrow Agreement and Registration Rights Agreement. 






	 	6.5 	Compliance
Certificate. The Company shall deliver to the Purchasers a certificate duly executed
by the Chief Executive Officer of the Company, and dated as of the Closing Date (and the
date of an Additional Closing, if applicable) confirming and certifying that the
representations and warranties set forth in Section 3 of this Agreement are true and
correct as of the Closing Date (and the date of an Additional Closing, if applicable),
that there has been no material adverse change in the business of the Company and its
subsidiaries, taken as a whole, since the date hereof, there are no legal restrictions
interfering with the consummation of the transactions under the Agreement and related
documents, and that the Company has performed and complied with all of its covenants,
agreements, and undertakings set forth herein. 






	 	6.6 	Stockholder
Lock-Up Agreement. DataSafe Group Ltd. andall stockholders of the Company at
the Closing Date (if any) and the date of any Additional Closing (as applicable) other
than the Purchasers and the stockholders who acquired common stock pursuant to the Bridge
Loan Agreement between the Company and the Lenders listed therein dated January 26, 2007
(the “Bridge Loan Agreement”), shall have agreed pursuant to a
Lock-Up Agreement not to sell or dispose of their shares of Common Stock of the Company
during the Restrictive Period, and a copy of each such Lock-Up Agreement shall have been
provided to the Purchasers according to the undertaking in the form attached as Exhibit
F hereto. 






	 	6.7	No
Legal Prohibition; Approvals. There shall not be in effect any law, rule or
regulation prohibiting or restricting the transactions contemplated hereby, or requiring
any consent or approval which shall not have been obtained. 






	 	6.8 	Receipt
of Purchase Price. Receipt by the Escrow Agent of the Purchase Price from all
Purchasers in the aggregate amount of at least $1,020,000 (less the amount to be invested
by conversion of the principal amount of the Bridge Loan by the Participating Lenders). 






Delivery of the documents and other
items referred to in this Section to the Placement Agent or the Escrow Agent, as
applicable, shall be conclusively deemed to constitute delivery to the Purchasers. 














	7.  	CONFIDENTIALITY.  






Each Purchaser agrees to keep
confidential, and not to disclose to or use for the benefit of any third party the terms
of this Agreement, any of the other Primary Agreements or any other information which at
any time is designated in writing by the Company as confidential without the prior written
approval of the Company; provided, however, that this provision shall not
apply to information which, at the time of disclosure, is already part of the public
domain (except by breach of this Agreement) and information which is required to be
disclosed by law or applicable regulation. The Company shall keep confidential and
not disclose or use personal confidential information of a Purchaser without such
Purchaser’s prior written consent, except as may be required under applicable law
(including in order to register the shares of Common Stock purchased by such Purchaser or
issuable upon exercise of Warrants issued to such Purchaser) or regulations of any
securities market on which the Securities are traded. 



	8.  	MISCELLANEOUS  






	 	8.1	Governing
Law and Jurisdiction. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York. Each of the parties consents to the
exclusive jurisdiction of the courts of New York, New York in connection with any dispute
arising under this Agreement or any of the Primary Agreements or relating to the offer or
sale of the Units and hereby waives, to the maximum extent permitted by law, any
objection, including any objections based on forum non conveniens, to the
bringing of any such proceeding in such jurisdiction. 






	 	8.2	No
Joint Liability of Purchasers. The Purchasers are entering into this Agreement, each
separately from the others, thus each Purchaser will not be responsible for any act or
omission of the other Purchasers, including a breach by the latter of any of the
provisions or representations contained herein. 






	 	8.3	Survival
of Warranties. The warranties, representations and covenants of the Company contained
in or made pursuant to this Agreement shall survive the execution and delivery of this
Agreement until the earlier of twenty-four (24) months from the Closing Date or eighteen
(18) months from the date that the registration statement registering the Securities is
declared effective. 






	 	8.4	Expenses.
Each party shall pay its own legal and other fees and expenses with respect to the
negotiation, execution, delivery and performance of this Agreement. 






	 	8.5	Assignability.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto (whether by operation of law or otherwise) without
the prior written consent of the other party, except that Purchaser may assign, in its
sole discretion, any or all of its rights, interests and obligations to any of its
affiliates. Subject to the preceding sentence, this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties and their respective successors
and assigns 






	 	8.6	Counterparts;
Facsimile Signatures. This Agreement may be signed in one or more counterparts, each
of which shall be deemed an original. Facsimile signatures shall be considered originals. 






	 	8.7	Headings.
The headings of this Agreement are for convenience of reference only and shall not form
part of, or affect the interpretation of this Agreement. 






	 	8.8	Invalidity.
If any provision of this Agreement shall be held by a court of law to be invalid or
unenforceable in any jurisdiction, such invalidity or enforceability shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction and it is the intention of the
parties that such court of law shall modify such invalid or unenforceable provision so
that such provision shall be valid and enforceable. 

















	 	8.9	Amendment.
This Agreement shall inure to the benefit of, and be binding upon the successors and
assigns of each of the parties hereto, including any transferees of the Securities. This
Agreement may be amended only by an instrument in writing signed by the Company and the
Purchasers holding a majority of the Common Stock issued pursuant to this Agreement or
issuable upon exercise of the Warrants. 






	 	8.10	 Entire
Agreement. Each party hereto acknowledges that it has read this Agreement,
understands it, and agrees to be bound by its terms, and further acknowledges and agrees
that it is the complete and exclusive statement of the agreement and understanding of the
parties regarding the subject matter hereof, which supersedes and merges all prior
proposals, agreements and understandings, oral and written, relating to the subject
matter hereof. 







	 	8.11	 Rejection
of Subscription The Purchaser acknowledges that the subscription for the Units
contained herein may be rejected by the Company in its sole discretion at any time prior
to accepting funds from a Purchaser. 






	9.  	NOTICES.  






Any notice required or permitted
hereunder shall be given in writing (unless otherwise specified herein) and shall be
effective upon personal delivery, via facsimile (upon receipt of confirmation or
error-free transmission) or two business days following deposit of such notice with an
internationally recognized courier service, with postage prepaid and addressed to each of
the other parties thereunto entitled at the following addresses, or at such other
addresses as a party may designate by ten days advance written notice to each of the other
parties hereto. Notices may be given by a party or its attorney. 



		
		
		
	COMPANY: 	FutureIT, Inc.
	 	315 Blecker Street, Suite #168
	 	New York, NY
	 	10014-3423
	 	Attention: Chairman and CEO
	 
	 	Facsimile: 972.8.925 8160
	 
	 
	 	with a copy (that shall not constitute notice) to:
	 
	 	Carter Ledyard & Milburn
	 	2, Wall Street
	 	New York, New York 10005
	 	Attention: Steven J. Glusband
	 	Facsimile: (212) 732-3232
















		
		
		
	 	and to:
	 
	 	Efrati Galili & Co
	 	6 Wissotsky Street
	 	Tel Aviv 62338, Israel
	 	Attention: Ariel Ben-Hur, Adv.
	 	Facsimile: 972-3-6040111
	 
	PURCHASERS: 	At the addresses set forth on the signature page of this Agreement, as such addresses may be updated in writing from time to time by each of the Purchasers.






[Signature Pages Follow]  














FUTUREIT, INC. 



SUBSCRIPTION AGREEMENT 



PURCHASER SIGNATURE
PAGE 



        IN
WITNESS WHEREOF, the undersigned has executed this Agreement for the purchase of units,
each unit consisting of (1) 100,000 shares of Common Stock of the Company, par value
$0.0001 per share, and (2) Warrants to purchase 46,200 shares of Common Stock at an
exercise price of US$0.50 a share in FUTUREIT, INC. (the “Company”). Upon
acceptance below by the Company, this signature page is to be attached to a counterpart of
the Subscription Agreement. By signing below, each Purchaser agrees that the Placement
Agent shall not be liable to such Purchaser in any way whatsoever for any actions taken or
not taken by the Placement Agent in connection with this Agreement or the transactions
contemplated hereby in good faith or upon the instructions of Purchasers holding a
majority of the shares of Common Stock issuable hereto and upon exercise of the Warrants.  



		
		
		
	Subscription 	___________________________________
	Purchase Price:	(Print or Type Name of the Purchaser)
	 
	$__________________________________	[Sign Here]: 
	 
	Number of units: _____________
	 
	 
	 	By:_________________________________
	 
	Social Security or
	  Federal Tax Identification No.:
	 	(Title, if applicable)_________________
	____________________________________
	 
	Typed or printed name and	Preferred address for receiving
	  address of the Purchaser:	communications (Do not complete 
	 	if already listed on prior column): 
	 
	_________________________________	____________________________________
	 
	_________________________________	____________________________________
	 
	Telecopier No.:________________________	Type of Entity (e.g. individual, corporation, estate, trust, partnership, exempt organization, nominee, custodian): 






Consent to receive notices by e-mail:    Yes o
  No o



		
		
		
	E-mail: address: ________________________	____________________________________





NASD member or related person:     Yes o
    No o





Country of Residence for Tax Purposes: ________________________________________________ 


State of Residence for Tax Purposes:  __________________________________________________















The foregoing Subscription Agreement
is hereby accepted by the undersigned as of the date set forth below: 



	FUTUREIT, INC.



By: 
——————————————

Name: Shmuel Bachar
Title:   Chairman











Date of Acceptance: ___
_____, 2007. 














SCHEDULE 1 



LIST OF PURCHASERS 














SCHEDULE 2 



        The
Purchaser hereby represents and warrants, pursuant to paragraph 2.2 of the attached
Subscription Agreement, that he, she or it is correctly and in all respects described by
the category or categories set forth below directly under which the Purchaser has signed
his, her or its name.  




[SIGN BELOW THE CATEGORY OR
CATEGORIES WHICH DESCRIBES YOU. IF YOU FALL WITHIN ONE OR MORE OF CATEGORIES 1(a)-(h), YOU
MUST ALSO COMPLETE SCHEDULE 3 AND SCHEDULE 4.] 



        U.S.       PERSON
STATUS  




        1.
          The Purchaser is an entity which falls within one of the following categories
of           a “U.S. Person” set forth in Rule 902(o) of Regulation S
          under the Securities Act:  




	 	        (a) A
natural person resident in the United States of America, its territories and possessions,
any state of the United States, or the District of Columbia (the “United States”).  







        _______________________________________ 



	 	        (b)
          A partnership or corporation organized or incorporated under the laws of the
          United States.  







        _______________________________________ 




	 	        (c)
               An estate of which any executor or administrator is a U.S. Person, unless
the                estate is governed by non-U.S. law and an executor or administrator
who is not a                U.S. Person has sole or shared investment discretion with
respect to the assets                of the estate.  








        _______________________________________ 



	 	        (d)
               A trust of which any trustee is a U.S. Person, unless a trustee who is not
a                U.S. Person has sole or shared investment discretion with respect to the
trust                assets and no beneficiary of the trust (and no settlor if the trust
is                revocable) is a U.S. Person.  







        _______________________________________ 



	 	        (e)
          An agency or branch of a foreign entity located in the United States.  







        _______________________________________ 



	 	        (f)
               A non-discretionary account or similar account (other than an estate or
trust)                held by a dealer or other fiduciary for the benefit or account of a
U.S. Person.  







        _______________________________________ 














	 	        (g)
               A discretionary account or similar account (other than an estate or trust)
held                by a dealer or other fiduciary organized, incorporated or (if an
individual)                resident in the United States unless such account is held for
the benefit or                account of a non-U.S. Person.  







        _______________________________________ 



	 	        (h)
          A partnership or corporation (A) organized or incorporated under the laws
          of any foreign jurisdiction, and (B) formed by a U.S. Person principally
          for the purpose of investing in securities not registered under the Securities
          Act, unless it is organized or incorporated, and owned, by accredited investors
          (as defined in Regulation D of the Securities Act) who are not natural
          persons, estates or trusts.  







        _______________________________________ 



        2.
          The Purchaser (A) is located outside the United States, (B) is a branch or
          agency of a U.S. Person, (C) operates for valid business reasons, (D) is
engaged           in the business of insurance or banking and (E) is subject to
substantive           insurance or banking regulation in the jurisdiction where it is
located, and the           Purchaser is not acquiring the Securities for the account or
benefit of any U.S.           Person.  




        _______________________________________ 



        3.
          The Purchaser is an employee benefit plan established and administered in
          accordance with the law of a country other than the United States and the
          customary practices and documentation of such country and the Purchaser is not
          acquiring the Securities for the account or benefit of any U.S. Person.  




        _______________________________________ 



        4.
          The Purchaser does not fall within any of the categories set forth above and is
          not acquiring the Securities for the account or benefit of any U.S. Person.  




        _______________________________________ 














SCHEDULE 3 



TO BE COMPLETED BY
PERSONS WHO FALL WITHIN ONE OR MORE OF 
CATEGORIES 1(a)-(h) OF SCHEDULE 1  



        ACCREDITED
INVESTOR STATUS  




        The
Purchaser hereby represents and warrants, pursuant to paragraph 2.2 of the attached
Subscription Agreement, that he, she or it is correctly and in all respects described by
the category or categories set forth below directly under which the Purchaser has signed
his, her or its name. 



[SIGN
BELOW THE CATEGORY OR CATEGORIES WHICH DESCRIBES YOU]  




        1.
          The Purchaser is a natural person whose net worth, either individually or
          jointly with such person’s spouse, at the time of his purchase, exceeds
          $1,000,000.  




        _______________________________________ 



        2.
          The Purchaser is a natural person who had individual income in excess of
          $200,000, or joint income with that person’s spouse in excess of $300,000,
          in each of the last two calendar years and reasonably expects to reach the same
          income level in the current calendar year.  




        _______________________________________ 



        3.
          The Purchaser is an organization described in Section 501(c)(3) of the
          Internal Revenue Code, a corporation, partnership, or Massachusetts or similar
          business trust, not formed for the specific purpose of acquiring the securities
          offered, with total assets in excess of $5,000,000.  




        _______________________________________ 



        4.
          The Purchaser is an entity which falls within one of the following categories
of           institutional accredited investors set forth in Rule 501(a) of
          Regulation D under the Securities Act           (“Regulation D”):  




	 	        (a)
               A bank as defined in Section 3(a)(2) of the Securities Act, or any
savings                and loan association or other institution as defined in Section 3(a)(5)(A)
               of the Securities Act whether acting in its individual or a fiduciary
capacity.  







        _______________________________________ 



	 	        (b)
          A broker or dealer registered pursuant to Section 15 of the Securities
          Exchange Act of 1934.  







        _______________________________________ 



	 	        (c)
          An insurance company as defined in Section 2(13) of the Securities Act.  







        _______________________________________ 














	 	        (d)
               An investment company registered under the Investment Company Act of 1940
or as                a business development company as defined in Section 2(a)(48)
of that Act.  







        _______________________________________ 



	 	        (e)
               A Small Business Investment Company licensed by the U.S. Small Business
               Administration under Section 301(c) or (d) of the Small Business
Investment                Act of 1958.  







        _______________________________________ 



	 	        (f)
               Any plan established and maintained by a state, its political
subdivisions, or                any agency or instrumentality of a state or its political
subdivisions, for the                benefit of its employees, if such a plan has total
assets in excess of                $5,000,000.  







        _______________________________________ 



	 	        (g)
               Any private business development company as defined in Section 202(a)(22)
               of the Investment Advisors Act of 1940.  







        _______________________________________ 



	 	        (h)
               An employee benefit plan within the meaning of Title I of the
Employee                Retirement Income Security Act of 1974, if the investment
decision is made by a                plan fiduciary, as defined in Section 3(21) of
such Act, which is either a                bank, savings and loan association, insurance
company or registered investment                adviser or if the employee benefit plan
has total assets in excess of $5,000,000                or, if a self-directed plan, with
investment decisions made solely by persons                that are accredited investors.  







        _______________________________________ 



	 	        (i)
               A trust, with total assets in excess of $5,000,000 not formed for the
specific                purpose of acquiring the securities offered, whose purchase is
directed by a                sophisticated person as described in Rule 506(b)(2)(ii)
of                Regulation D.  







        _______________________________________ 



        5.
          The Purchaser is an entity in which all of the equity owners are accredited
          investors and described in one or more of the categories set forth in
          paragraphs 1 through 4 above.  




        _______________________________________ 














SCHEDULE 4 



TO BE COMPLETED BY
PERSONS WHO FALL WITHIN ONE OR MORE OF 
CATEGORIES 1 (A)-(H) OF SCHEDULE 2 



        The
Purchaser hereby represents and warrants, pursuant to paragraph 2.2 of the attached
Subscription Agreement, that he, she or it is correctly and in all respects described by
the category or categories set forth below directly under which the Purchaser has signed
his, her or its name. 



[SIGN BELOW EACH
CATEGORY OR CATEGORIES WHICH DESCRIBES YOU] 



QUALIFIED PURCHASER
STATUS 



        A.
          The Purchaser is a “qualified purchaser” as defined in Section
          2(a)(51)(A) of the Investment Company Act because:  




        1.
          The Purchaser is a natural person who owns not less than $5,000,000 in
          investments.1 



        _______________________________________ 



        2.
          The Purchaser is a company that owns not less than $5,000,000 in
          investments1 that is owned directly or indirectly by or for two
(2)           or more persons related as siblings or spouse (including former spouses),
or           direct lineal descendants by birth, adoption, spouses of such persons, or
          foundations, charitable organizations or trusts established by or for the
          benefit of such persons.  



        _______________________________________ 



        3.
          The Purchaser is a trust not covered by clause (2) that was not formed for the
          purpose of acquiring Securities, as to which the trustee or other person
          authorized to make decisions with respect to the trust, and each settlor or
          other person who has contributed assets to the trust is a person described in
          clause (1), (2) or (4).  




        _______________________________________ 







	
1           For
definition of “investments”, see Securities and Exchange           Commission (“SEC”)
Rule 2a51-1.  

















        4.
          The Purchaser is either (x) a person2, acting for its own account
          or the accounts of other qualified purchasers, who in the aggregate owns and
          invests on a discretionary basis not less than $25,000,000 in investments or
(y)           a qualified institutional buyer (as defined in paragraph (a) of Rule 144A
          promulgated under the Securities Act) meeting the requirements of Rule
2a51-1(g)           promulgated under the Investment Company Act.  




        _______________________________________ 




        5.
          The Purchaser is a company all of the securities of which are beneficially
owned           by “qualified purchasers.” 




        _______________________________________ 




        B.
          The Purchaser is not a “qualified purchaser” as described in
          any of the above categories.  




        _______________________________________ 








	
2           If
such person is a company that, but for the exceptions provided for in           paragraph
(1) or (7) of Section 3(c) of the Investment Company Act, would           be an
investment company (an “excepted investment company”), all           beneficial
owners of its outstanding securities (other than short-term paper),           determined
in accordance with Section 3(c)(1)(A) on the Investment Company           Act, that
acquired such securities on or before April 30, 1996 (as           “pre-amendment
beneficial owners”), and all pre-amendment beneficial           owners of the
outstanding securities (other than short-term paper) of any           excepted investment
company that, directly or indirectly owns any outstanding           securities of such
excepted investment company, have consented to its           treatment as a qualified
purchaser. See SEC Rule 2a51-2(e).  

















LIST OF EXHIBITS 



EXHIBIT A – FORM OF
WARRANT 



EXHIBIT B – ESCROW
AGREEMENT 



EXHIBIT C –
CERTIFICATE OF INCORPORATION 



EXHIBIT D – REGISTRATION
RIGHTS AGREEMENT 



EXHIBIT E – FORM OF
LEGAL OPINION 



EXHIBIT F – LOCK-UP UNDERTAKING