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Exhibit 10.13  



THIRD AMENDMENT TO
SUBSCRIPTION AGREEMENT 



THIS THIRD AMENDMENT TO
SUBSCRIPTION AGREEMENT (the “Amendment”), dated as of October
___, 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 and the
Purchasers have entered into a Subscription Agreement on various dates and have also
entered into a first and second amendment to such Subscription Agreement on various dates
(collectively, the “Agreement”) whereby the Purchasers subscribe for the
purchase of Units (as such term is defined in the Agreement) from the Company; 



Whereas, the Company and the
Purchasers desire to further amend several provisions of the Agreement, as provided
herewith; 



NOW, THEREFORE, the parties
agree as follows: 



	1.  	The
Agreement. All provisions of the Agreement shall continue to be in full force and
effect except for the amendments contained herein. All capitalized terms shall bear
the same meaning as in the Agreement. 






	2.  	The
Amendments. The following amendments shall replace the original provisions of
the Agreement as follows: 






	 	2.1. 	Section
1.2(a) will be amended to add the following sentence to the end of the section:
"Notwithstanding the foregoing, the Closing shall occur no later than
October 30, 2007 except as expressly provided for in the Escrow Agreement." 






	 	2.2. 	Section
2.6 will be amended to read as follows: "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 (as
amended on August 9, 2007 and September 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.  


















	 	2.3. 	Section
4.3 will be amended to read as follows: "Use of Proceeds; Release of Liens. 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 in full all indebtedness
incurred in the January 2007 bridge loan pursuant to the Bridge Loan
Agreement (as defined in Section 6.6 below), in the amount of $400,000 plus
accrued interest, which indebtedness shall be repaid in full within five (5)
days upon release of the Purchase Price to the Company by the Escrow Agent. Within
fourteen (14) days following repayment of such bridge loans, the Chairman
of the Board of directors will deliver satisfactory evidence to the Audit
Committee of the Company that all liens securing the bridge loan under the
Bridge Loan Agreement have been released." 






	 	2.4. 	Section
4.5 will be amended to read as follows: "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 by providing written notice to the Company, 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)".  






	 	2.5. 	Section
5.1 will be amended to read as follows: "Receipt of Purchase Price. Receipt by the
Escrow Agent of the Purchase Price from all Purchasers in the aggregate
amount of at least $750,000 (less the amount to be invested by conversion of
the principal amount of the Bridge Loan by the Participating Lenders)"  






	 	2.6. 	Section
6.8 will be amended to read as follows: "Receipt of Purchase Price. Receipt by the
Escrow Agent of the Purchase Price from all Purchasers in the aggregate
amount of at least $750,000 (less the amount to be invested by conversion of
the principal amount of the Bridge Loan by the Participating Lenders)"  






	 	2.7. 	Section
8.1 will be amended to read as follows: "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 state and federal courts located in 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." 






	 	2.8. 	Section
8.3 will be amended to read as follows: "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 seven (27) months from the Closing
Date or eighteen (18) months from the date that the registration statement
registering the Securities is declared effective"  







	3.  	Representation
of Purchaser. The Purchaser represents that he received and reviewed the Confidential
Private Placement Memorandum of the Company dated May 10, 2007; and the
First and Second Amendments to the Confidential Private Placement Memorandum
of the Company dated August 9, 2007 and September 18, 2007, respectively. 






	4.  	Governing
Law and Jurisdiction. This Amendment shall be governed by and interpreted in
accordance with the provisions of Section 8.1 of the Agreement. 






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






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








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




	FUTUREIT, INC.



By: 
——————————————

Name: Shmuel Bachar
Title:   Chairman
Date: October ___, 2007.







The foregoing Amendment
 is hereby accepted by the undersigned Purchaser
 as of the date set forth below:



Signature: ____________________

Name: _______________________

Date: ________________________




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