SB-2










Exhibit 10.14  





REGISTRATION RIGHTS
AGREEMENT 



        THIS
REGISTRATION RIGHTS AGREEMENT, dated as of ____________, 2007 (this
“Agreement”), is made by and between FUTUREIT, INC, a Delaware corporation (the
“Company”), and the holders of Common Stock of the Company set forth on
Schedule 1 annexed hereto (each a “Purchaser” and collectively,
the “Purchasers”). 



W  I  T  N  E  S  S  E  T  H  : 



        WHEREAS,
pursuant to a Subscription Agreement, dated as of May__, 2007, between the Purchasers and
the Company (the “Subscription Agreement”), the Company has agreed to
issue and sell to the Purchasers, shares of common stock of the Company, par value $0.0001
per share (the “Common Stock”) and Warrants to purchase shares of Common
Stock (all the shares issuable under the Subscription Agreement and as a result of the
exercise of the Warrants shall be referred to as the “Common Shares”). 



        WHEREAS,
to induce the Purchasers to execute and deliver the Subscription Agreement, the Company
has agreed to provide the Purchasers certain registration rights under the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state
securities laws. 



        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 Company and each of the Purchasers hereby agrees as follows: 



        Definitions. 




        As
used in this Agreement, the following terms shall have the following meanings: 



		    (i)        “Holder” means
any holder of Registrable Securities.  







		    (ii)        “Person” means
a corporation, an association, a trust, a           partnership, a limited liability
company, a joint venture, an organization, a           business, an individual, a
government or political subdivision thereof, or a           governmental body.  







		    (iii)        “Purchaser” means
any of the Purchasers identified on Schedule 1 hereto, or any transferee or
assignee who agrees to become           bound by the provisions of this Agreement in
accordance with Section 4 hereof.  







		    (iv)        “Qualified
IPO” means a registered public offering of the           Common Stock: (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
($1,000,000), and (ii) following which the Common Stock is           listed on a U.S.
national exchange.  


















		    (v)        “Register”,
“Registered”, and           “Registration” refer to a
registration effected by preparing           and filing a Registration Statement or
Statements in compliance with the           Securities Act and pursuant to Rule 415 under
the Securities Act or any           successor rule providing for offering securities on a
continuous basis           (“Rule 415”), and the declaration or ordering
of effectiveness           of such Registration Statement by the United States Securities
and Exchange           Commission (the “Commission”).  







		    (vi)        “Registrable
Securities” means the Common Shares and all other           common stock of the
Company held by a Purchaser, unless and until (A) sold by a           Holder pursuant to
the Registration Statement or in another transaction exempt           from registration
under the Securities Act, or (B) they may be sold in a single           transaction
pursuant to Rule 144 under the Securities Act .  







		    (vii)        “Registration
Statement” means a registration statement of the           Company under the
Securities Act.  







         (b)       
          Capitalized terms used herein and not otherwise defined herein shall have the
          meanings set forth in the Subscription Agreement. 



     1.        Registration
Rights.  



     1.1        Mandatory
Registration. Within sixty (60) days of the Closing Date, the Company shall prepare
and file with the Commission a Registration Statement on Form SB-2 covering (i) 5,000,000
shares of Common Stock issued pursuant to the Subscription Agreement (or such lesser
amount if less shares of Common Stock are issued or issuable pursuant to the Subscription
Agreement), (ii) 2,310,000 shares of Common Stock issuable upon exercise of the Warrants
(or such lesser amount if less warrants are issued pursuant to the Subscription
Agreement), (iii) 1,440,000 shares of Common Stock issued to the lenders pursuant to the
Bridge Loan Agreement dated January 26, 2007 and (iv) 1,500,000 shares of Common Stock
and warrants to purchase 500,000 shares of Common Stock issued or issuable to J H Darbie
& Co in connection with the Subscription Agreement. If at any time the number of
shares of Common Stock issuable upon exercise of the Warrants exceeds the total number of
shares of Common Stock registered, the Company shall, within fifteen (15) business days
after such occurrence either (i) amend the Registration Statement filed by the Company
pursuant to the preceding sentence, if such Registration Statement has not been declared
effective by the Commission at that time, to register all shares of Common Stock into
which the Warrants may be exercised, or (ii) if such Registration Statement has been
declared effective by the Commission at that time, file with the Commission an additional
Registration Statement or a post-effective amendment to the effective Registration
Statement to register the additional number of shares of Common Stock not already
registered into which the Warrants may be exercised.  



         1.2.       
          Registration Procedures. The Company will as expeditiously as possible: 



		    (a)        use
its commercially reasonable best efforts to cause the registration statement
          referred to above to become effective and remain effective for a period of not
          less than eighteen (18) months following its being declared effective by the
          Commission; provided that the Company may discontinue any registration of its
          securities which are not Registrable Securities at any time prior to the
          effective date of the registration statement relating thereto;  







2










		    (b)        prepare
and file with the Commission such amendments and supplements to such
          registration statement and the prospectus used in connection therewith as may
be           necessary to keep such registration statement effective and to comply with
the           provisions of the Securities Act with respect to the disposition of all
          securities covered by such registration statement until the earlier of such
time           as all of such securities have been disposed of in accordance with the
intended           methods of disposition by the Purchaser or Purchasers thereof set
forth in such           registration statement or until they cease to be Registrable
Securities;  







		    (c)        furnish
to each Purchaser of Registrable Securities covered by such registration
          statement such number of conformed copies of such registration statement and of
          each such amendment and supplement thereto (in each case including all
          exhibits), such number of copies of the prospectus contained in such
          registration statement (including each preliminary prospectus and any summary
          prospectus) and any other prospectus filed under Rule 424 under the Securities
          Act, in conformity with the requirements of the Securities Act, and such other
          documents, as such Purchaser may reasonably request;  







		    (d)        use
its commercially reasonable best efforts to register or qualify all           Registrable
Securities covered by such registration statement under the blue sky           laws of
those states reasonably requested by the Purchasers, including without
          limitation New York, New Jersey, Massachusetts, Chicago, California, to keep
          such registration or qualification in effect for so long as such registration
          statement remains in effect, and take any other action which may be reasonably
          necessary or advisable to enable such Purchaser to consummate the disposition
in           such jurisdictions of the securities owned by such Purchaser, except that
the           Company shall not for any such purpose be required to qualify generally to
do           business as a foreign corporation in any jurisdiction wherein it would not
but           for the requirements of this subdivision (d) be obligated to be so
qualified or           to consent to general service of process in any such jurisdiction;  







		    (e)        use
its best efforts to cause all Registrable Securities covered by such
          registration statement to be registered with or approved by such other
          governmental agencies or authorities as may be necessary to enable the
Purchaser           or Purchasers thereof to consummate the disposition of such
Registrable           Securities;  







		    (f)        notify
each Holder of Registrable Securities covered by such registration           statement,
at any time when a prospectus relating thereto is required to be           delivered
under the Securities Act, upon discovery that, or upon the happening           of any
event as a result of which, the prospectus included in such registration
          statement, as then in effect, includes an untrue statement of a material fact
or           omits to state any material fact required to be stated therein or necessary
to           make the statements therein not misleading in the light of the circumstances
          under which they were made, and at the request of any such Holder, promptly
          prepare and deliver to such Holder a reasonable number of copies of a
supplement           to or an amendment of such prospectus as may be necessary so that,
as thereafter           delivered to the Holders of such securities, such prospectus
shall not include           an untrue statement of a material fact or omit to state a
material fact required           to be stated therein or necessary to make the statements
therein not misleading           in the light of the circumstances under which they were
made;  







3










		    (g)        otherwise
use its best efforts to comply with all applicable rules and           regulations of the
Commission, and make generally available to its security           holders, as soon as
reasonably practicable, an earnings statement satisfying the           provisions of
Section 11(a) of the Securities Act no later than thirty           (30) days after
the end of the twelve (12) month period beginning with           the first day of
the Company’s first fiscal quarter commencing after the           effective date of
a registration statement, which earnings statement shall cover           the fiscal
quarter in which the registration statement is declared effective and           said
twelve (12) month period, and which requirement will be deemed to be           satisfied
if the Company timely files complete and accurate information on Forms           20-F and
6-K under the Exchange Act and otherwise complies with Rule 158           under the
Securities Act; and will furnish to each Holder at least five business           days
prior to the filing thereof a copy of any amendment or supplement to such
          registration statement or prospectus and shall not file any thereof to which
any           Holder shall have reasonably objected on the grounds that such amendment or
          supplement does not comply in all material respects with the requirements of
the           Securities Act or of the rules or regulations thereunder;  







		    (h)        use
its best efforts to provide and cause to be maintained a transfer agent and
          registrar for all Registrable Securities covered by such registration statement
          from and after a date not later than the effective date of such registration
          statement;  







		    (i)        make
available for inspection by each Holder and any attorney, accountant or           other
agent retained by such Holder, all financial and other records, pertinent
          corporate documents and properties of the Company as shall be reasonably
          necessary (in the reasonable discretion of each Holder) to enable each Holder
to           perform its legal requirements in connection with such registration
statement,           and cause the Company’s officers, directors and employees to
supply all           information reasonably requested by any Holder in connection with
such           registration statement, provided that anyone receiving such information
pursuant           to this subsection (i) agrees to hold such information in confidence;
and  







		    (j)        use
its best efforts to list all Registrable Securities covered by such
          registration statement on any securities exchange on which any of the
          Registrable Securities is then listed.  







        The
Company may require each Holder of Registrable Securities as to which any registration is
being effected, as a condition to such registration, to furnish the Company such
information regarding such Holder and the distribution of such securities as the Company
may from time to time reasonably request in writing. Each Holder purchasing Registrable
Securities shall promptly provide the requested information to the Company. 



        Each
Holder agrees by acquisition of such Registrable Securities that upon receipt of any
notice from the Company of the happening of any event of the kind described in subsection
(f) of this Section 1.2, such Holder will forthwith discontinue such Holder’s
disposition of Registrable Securities pursuant to the registration statement relating to
such Registrable Securities until such Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by subsection (f) of this Section 1.2 and,
if so directed by the Company, will deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies, then in such Holder’s possession of the
prospectus relating to such Registrable Securities current at the time of receipt of such
notice. 



4










		    (b)        Company
Registration.  







        At
any time after the Company proposes to register (excluding registration statements
relating to employee, officer or consultant benefit plans or with respect to purchase of
assets or securities of another entity/person or with respect to corporate reorganizations
or other transactions under Rule 145 of the Securities Act) any of its stock or other
securities under the Act in connection with the public offering of such securities solely
for cash, the Company shall, at such time, promptly give each Holder of Registrable
Securities written notice of such registration. Upon the written request of each Holder of
Registrable Securities given within twenty (20) days after receipt of such notice from the
Company in accordance with the notice provision of the Agreement, the Company shall cause
to be registered under the Act all of the Registrable Securities that each such Holder of
Registrable Securities has requested to be registered. 



        In
connection with any offering involving an underwriting of shares of the Company’s
capital stock, the Company shall not be required under this Section 1.3 to include any of
the Holders of Registrable Securities in such underwriting unless such Holder of
Registrable Securities accepts the terms of the underwriting, in customary form, as agreed
upon between the Company and the underwriters, and then only in such quantity as the
underwriters determine, in their reasonable discretion, will not materially and adversely
effect the success of the offering by the Company. If such underwriters determine that the
total amount of securities, including Registrable Securities, requested by Holders to be
included in such offering could materially adversely affect the success of such offering,
then the Company shall be required to include in such offering only that number of such
securities, including Registrable Securities, which the underwriters determine in their
sole discretion will not materially adversely affect the success of the offering, the
securities so included to be apportioned (i) first to the Company and (ii) then to the
Holders of any Registrable Securities requesting to be included in such offering, on a pro
rata basis, based on the number of Registrable Securities then outstanding held by each of
them. 



        The
Company shall have the right to terminate or withdraw any registration initiated by it
under this Section 1.3 prior to the effectiveness of such registration whether or not any
Holder of Registrable Securities has elected to include securities in such registration.
The Registration Expenses (as defined below) of such withdrawn registration shall be borne
by the Company in accordance with Section 8 hereof. 



     1.4        Preparation:
Reasonable Investigation. In connection with the preparation and filing of each
registration statement under the Securities Act pursuant to this Agreement, the Company
will give the Holders registered under such registration statement and their respective
counsel and accountants, reasonable opportunity to comment on the registration statement,
each prospectus included therein or filed with the Commission, and each amendment thereof
or supplement thereto.  



5










     1.5        Obligations
of the Purchasers. In connection with the registration of the Registrable Securities,
each of the Purchasers shall have the following obligations:  



		    (a)        It
shall be a condition precedent to the obligations of the Company to complete
          the registration pursuant to this Agreement of the Registrable Securities of
          each Purchaser that such Purchaser shall furnish to the Company such
information           regarding itself, the Registrable Securities held by it and the
intended method           of disposition of the Registrable Securities held by it as
shall be required to           effect the registration of such Registrable Securities and
such Purchaser shall           execute such documents as are standard and customary in
connection with such           registration as the Company may reasonably request. At
least twenty (20) days           prior to the first anticipated filing date of the
Registration Statement, the           Company shall notify such Purchaser of the
information the Company shall require           from such Purchaser (the “Requested
Information”) if such Purchaser           elects to have any of its Registrable
Securities included in the Registration           Statement. If, at least two (2) days
prior to the filing date, the Company has           not received the Requested
Information from a Purchaser, then the Company may           file the Registration
Statement without including the Registrable Securities of           such Purchaser;  







		    (b)        If
the Company undertakes an underwritten offering of its Shares and with           respect
to the Qualified IPO only, at the request of the managing underwriters,           each
Purchaser or his permitted assignee holding more than one percent (1%) of           the
Company’s voting securities shall agree not to sell or otherwise           transfer
or dispose of any Registrable Securities of the Company held by such           Purchaser
(other than those included in the registration) for a period specified           by the
underwriters not to exceed ninety (90) days following the effective date           of the
Registration Statement, provided that all officers and directors of the           Company
and holders of at least one percent (1%) of the Company’s voting
          securities enter into similar agreements. The obligations described in this
          Section 1.5(b) shall not apply to a Registration relating solely to employee
          share option plans or an acquisition transaction registered on Form S-3 or Form
          S-4.  







     1.6        Expenses
of Registration. All expenses, other than underwriting discounts and commissions and
other fees and expenses of investment bankers and other than brokerage commissions,
incurred in connection with registrations, filings or qualifications pursuant to Section
1, but including, without limitation, all registration, listing, and qualifications fees,
printing and accounting fees, and the fees and disbursements of counsel for the Company,
and the reasonable fees of one counsel to the holders of Registrable Securities, shall be
borne by the Company.  



     1.7        Suspension
of Registration. Notwithstanding anything to the contrary in this Section 1, for not
more than twenty (20) consecutive days or for a total of not more than forty-five (45)
days in any twelve (12) month period, the Company may delay the disclosure of material
non-public information concerning the Company, by suspending the use of any Prospectus
included in any registration contemplated by this Section containing such information,
the disclosure of which at the time is not, in the good faith opinion of the Company, in
the best interests of the Company (an “Allowed Delay”); provided, that
the Company shall promptly (a) notify the Purchasers in writing its suspension of such
Prospectus and the expected number of days of the Allowed Delay (but in no event, without
the prior written consent of a Purchaser, shall the Company disclose to such Purchaser
any of the facts or circumstances regarding material non-public information giving rise
to an Allowed Delay, and (b) advise the Purchasers in writing to cease all sales under
the Registration Statement until the end of the Allowed Delay.  



6










     2.1        Indemnification.  



		     (a)        Indemnification
by the Company. In the event of any registration of any securities of
the Company under the Securities Act pursuant to Section 1.1, the Company
will, and hereby does indemnify and hold harmless the Purchaser of any
Registrable Securities covered by such registration statement, its
partners, directors and officers, each other Person who participates as an
underwriter in the offering or sale of such securities and each other
Person, if any, who controls such Purchaser or any such underwriter within
the meaning of the Securities Act (each of the foregoing, an “Indemnified
Person”) against any losses, claims, damages or liabilities, joint or
several, to which an Indemnified Person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened,
in respect thereof), arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in
any registration statement under which such securities were registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement
thereto, or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading or (iii) any violation or alleged
violation by the Company of any rule or regulation promulgated under the
Securities Act or any applicable state’s securities law in connection
with any such registration, and the Company will reimburse each such
Indemnified Person for any legal or any other expenses reasonably incurred
by them in connection with investigating or defending any such loss,
claim, liability, action or proceeding; provided, however, that the Company
shall not be liable for the legal expenses of more than one counsel for
all of the Indemnified Persons unless the Indemnified Persons reasonably
believe that a conflict exists among the Indemnified Persons that
necessitates that engagement of separate counsel for some or all of the
Indemnified Persons (in which case the Company shall be liable for the
legal expenses of no more than two separate counsel), and provided, further,
the Company shall not be liable in any such case to an Indemnified Person
to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense which arises out of or is based
upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement
in reliance upon and in conformity with written information furnished to
the Company by such Indemnified Person specifically stating that it is for
use in the preparation thereof; and provided, further, that the
Company shall not be liable to any Person who participates as an
underwriter, in the offering or sale of Registrable Securities or any
other Person, if any, who controls such underwriter within the meaning of
the Securities Act, in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of such Person’s failure to send or give a copy of
the final prospectus, as the same may be then supplemented or amended, to
the Person asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of
the sale of Registrable Securities to such Person if such statement of
omission was corrected in such final prospectus and such Person requesting
indemnification had been timely provided with copies of such corrected
final prospectus. The indemnity provided in this Section 2.1(a) shall
remain in full force and effect regardless of any investigation made by or
on behalf of such Indemnified Person and shall survive the transfer of
such securities by such Purchaser.  







7










		    (b)        Indemnification
by the Purchasers. In the event of any registration of                any securities
of the Company under the Securities Act pursuant to Section 1.1,                each
Purchaser of Registrable Securities thereunder, severally and not jointly,
               will indemnify and hold harmless the Company, each officer of the Company
who                signs the registration statement, each director of the Company and
each other                person who controls the Company within the meaning of the
Securities Act,                against all losses, claims, damages or liabilities, joint
or several, to which                the Company or such officer, director or controlling
person may become subject                under the Securities Act or otherwise, insofar
as such losses, claims, damages                or liabilities (or actions in respect
thereof) arise solely out of or are based                solely upon any untrue statement
or alleged untrue statement of any material                fact contained in the
registration statement under which such Registrable                Securities were
registered under the Securities Act pursuant to Section 1.1, any
               preliminary prospectus or final prospectus contained therein, or any
amendment                or supplement thereof, or arise solely out of or are based
solely upon the                omission or alleged omission to state therein a material
fact required to be                stated therein or necessary to make the statements
therein not misleading, and                will reimburse the Company and each such
officer, director, and controlling                person for any legal or other expenses
reasonably incurred by them in connection                with investigating or defending
any such loss, claim, damage, liability or                action; provided, however,
that such Purchaser will be liable                hereunder in any such case if and only
to the extent that any such loss, claim,                damage or liability arises solely
out of or is based solely upon an untrue                statement or omission made in
reliance upon and in conformity with information                pertaining to such
Purchaser, as such, furnished in writing to the Company by                such Purchaser
specifically and expressly for use in such registration statement                or
prospectus; provided further, however, that the liability of each
               Purchaser hereunder shall be limited to the proceeds received by such
Purchaser                from the sale of the Registrable Securities covered by such
registration                statement; and provided, however, that any such
Purchaser shall                not be liable for the legal expenses of more than one
counsel for all of the                indemnified persons hereunder.  







		    (c)        Notices
of Claims, etc. Promptly after receipt by an indemnified party under subsections (a)
and (b) above of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this Section 2,
such indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of such
action; provided, however, that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of any liability which
it may have to such indemnified party other than under this Section 2 and shall only
relieve from any liability which it may have to such indemnified party under this
Section 2 if and to the extent the indemnifying party is prejudiced by such failure
to give notice. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel satisfactory to such
indemnified party, and, after notice from the indemnifying party to such indemnified
party of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 2.1 for any
legal expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation and of liaison
with counsel so selected; provided, however, that, if the defendants in any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it which are different from or additional to those
available to the indemnifying party or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the indemnifying party,
the indemnified party shall have the right to select a separate counsel and to assume
such legal defenses and otherwise to participate in the defense of such action, with
the expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as incurred. No
indemnifying party shall, without the consent of the indemnified party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.  







8










		    (d)        Contribution.
If the indemnification provided for in this                Section 2.1 is held by a
court of competent jurisdiction to be unavailable                to an indemnified party
with respect to any loss, liability, claim, damage, or                expense referred to
therein, then the indemnifying party, in lieu of                indemnifying such
indemnified party hereunder, shall contribute to the amount                paid or
payable by such indemnified party as a result of such loss, liability,
               claim, damage, or expense in such proportion as is appropriate to reflect
the                relative fault of the indemnifying party on the one hand and of the
indemnified                party on the other in connection with the statement (or
alleged statement),                omission (or alleged omission) or violation (or
alleged violation) that resulted                in such loss, liability, claim, damage,
or expense as well as any other relevant                equitable considerations. The
relative fault of the indemnifying party and of                the indemnified party
shall be determined by reference to, among other things,                whether the
untrue or alleged untrue statement of a material fact or the                omission to
state a material fact relates to information supplied by the                indemnifying
party or by the indemnified party and the parties’ relative                intent,
knowledge, access to information, and opportunity to correct or prevent
               such statement or omission.  







     2.2        Indemnification
Payments. The indemnification required by Section 2.1 shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and
when bills are received or expense, loss, damage or liability is incurred.  



    3.        Rule
144. The Company will use its best efforts to file the reports           required to
be filed by it under the Securities Act and the Exchange Act and the           rules and
regulations adopted by the Commission thereunder on a timely basis           (or, if the
Company is not required to file such reports, will, upon the request           of any
Holder, make publicly available other information) and will use           reasonable
efforts to take such further action as any Holder may reasonably           request, all
to the extent required from time to time to enable such Holder to           sell
Registrable Securities without registration under the Securities Act within           the
limitation of the exemptions provided by (a) Rule 144 under the Securities           Act,
as such Rule may be amended from time to time or (b) any similar rule or
          regulation hereafter adopted by the Commission. Upon the request of any Holder,
          the Company will deliver to such Holder a written statement as to whether it
has           complied with such requirements.  



9










    4.        Assignment
of the Registration Rights. The rights to have the Company           register
Registrable Securities pursuant to this Agreement shall be           automatically
assigned by each Purchaser to any transferee (i) of at least           50,000 Common
Shares held by such Purchaser (subject to appropriate adjustment           for stock
splits, stock dividends, combinations and recapitalizations and the           like), (ii)
any family member or trust for the benefit of such Holder or (iii)           any
affiliate (as such term is defined for US securities law purposes if: (a)           such
Purchaser agrees in writing with the transferee or assignee to assign such
          rights, and a copy of such agreement is furnished to the Company within a
          reasonable time after such assignment; (b) the Company is, within a reasonable
          time after such transfer or assignment, furnished with written notice of (i)
the           name and address of such transferee or assignee and (ii) the Securities
with           respect to which such registration rights are being transferred or
assigned; (c)           at or before the time the Company receives the written notice
contemplated by           clause (b) of this sentence, the transferee or assignee agrees
in writing with           the Company to be bound by all of the provisions contained
herein; and (d) the           transfer of the relevant Securities complies with the
restrictions set forth in           the Subscription Agreement. In the event of any delay
in filing the Registration           Statement as a result of such assignment, the
Company shall not be liable for           any damages arising from such delay.  



    5.        Expiration
of Registration Rights. A Holder’s registration rights           shall expire if
the Company provides such Holder with an opinion of counsel           reasonably
satisfactory to such Holder, according to which all Registrable           Securities held
by and issuable to such Holder (and its affiliates, partners and           former
partners) may be sold under Rule 144 in a single transaction.  



    6.        Amendments
and Waivers. This Agreement may be amended and the Company may           take any
action herein prohibited or omit to perform any act herein required to           be
performed by it, only if the Company shall have obtained the written consent           to
such amendment, action or omission to act, of the Holders who hold a majority
          interest in the Registrable Securities. Each Holder at the time or thereafter
          outstanding shall be bound by any consent authorized by this Section 6, whether
          or not such Registrable Securities shall have been marked to indicate such
          consent.  



    7.        Nominees
for Beneficial Owners. In the event that any Registrable           Securities are
held by a nominee for the beneficial owner thereof, the           beneficial owner
thereof may, at its election, be treated as the Holder of such           securities for
purposes of any request or other action by any Holder or Holders           pursuant to
this Agreement or any determination of any number or percentage of           shares of
Registrable Securities held by any Holder or Holders contemplated by           this
Agreement. If the beneficial owner of any Registrable Securities so elects,           the
Company may require assurances reasonably satisfactory to it of such           owner’s
beneficial ownership of such Registrable Securities.  



    8.        Notices.
All communications provided for hereunder shall be sent by to           such party in the
manner and to the address set forth in the Subscription           Agreement, or at such
other address as such party shall have furnished to or by           the Company in
writing.  



    9.        Assignment.
This Agreement shall be binding upon and inure to the benefit           of and be
enforceable by the parties hereto and, subject to the following           sentence, their
respective successors and assigns. The provisions of this           Agreement which are
for the benefit of the parties hereto other than the Company           shall be for the
benefit of and enforceable by any subsequent Holder of any           Registrable
Securities, regardless of whether any express assignment of this           Agreement
shall have been made, subject to the provisions respecting the minimum           numbers
or percentages of shares of Registrable Securities required in order to           be
entitled to certain rights, or take certain actions, contained herein.  



10










    10.        Registration
on other Stock Exchange. In the event that securities of the           Company are
registered or quoted on any other stock exchange or quotation           system, either in
the United States or elsewhere, then (1) the Company will use           its efforts to
register the Registrable Securities for trade or quote in such           stock exchange
or trading system; and (2) the terms of this Agreement shall           apply, mutatis
mutandis.  



    11.        Descriptive
Headings. The descriptive headings of the several sections           and paragraphs
of this Agreement are inserted for reference only and shall not           limit or
otherwise affect the meaning hereof.  



    12.        Governing
Law. This Agreement shall be construed and enforced in           accordance with, and
the rights of the parties shall be governed by, 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 in connection therewith. . Each party 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
jurisdictions.  



    13.        Severability.
If any provision of this Agreement shall be held by a court           of law to be
illegal, invalid or unenforceable, such illegality, invalidity or
          unenforceability shall attach only to such provision and shall not in any
manner           affect or render illegal, invalid or unenforceable any other provision
of this           Agreement, and this Agreement shall be carried out as if any such
illegal,           invalid or unenforceable provision were not contained herein 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 legal, valid and
          enforceable.  



    14.        Counterparts.
This Agreement may be executed simultaneously in any number           of counterparts,
each of which shall be deemed an original, but all such           counterparts shall
together constitute one and the same instrument. Facsimile           signatures will be
considered originals  



    15.        Purchasers
Acting Separately. 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.  


[Signature Pages Follow]  



11











        IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed
and delivered as of the date first above written. 




	FUTURE IT, INC.



By: 
——————————————

Name:    Shmuel Bachar
Title:   Chairman








	



By: 
——————————————

Name:    
Title:   







12











SCHEDULE 1 –
PURCHASERS 



13