SB-2











Exhibit 10.12  



SECOND AMENDMENT TO
SUBSCRIPTION AGREEMENT 



THIS SECOND AMENDMENT TO
SUBSCRIPTION AGREEMENT (the “Amendment”), 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 and the
Purchasers have entered into a Subscription Agreement on _______ __, 2007, which was
amended on ______ ___, 2007 (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 desires
to extend the period of the Additional Closing; 



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
1.1(i) will be amended to read as follows: “(i) the
                    Closing (as defined in Section 1.2 below) has not occurred by
October                     15, 2007 (or as extended according to the Company’s sole
discretion to                     October 30, 2007), or”. 






	 	2.2. 	Section
1.2(a) will be amended to read as follows: 






	 	
“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 October 15,
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 25 Units.” 






	 	2.3. 	Section
1.2(b) will be amended to read as follows: 






	 	
“Additional
Closings. In the event that not all 70 Units have been sold prior to the
Closing Date, at one or more additional closings to be held prior to October 15,
2007 (or as extended according to the Company’s sole discretion to October
30, 2007), any additional purchasers (the “Additional Purchasers”) may
purchase any remaining Units at 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.” 






     	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 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 Amendment 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. 


          



     	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: ___________, 2007.		





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


Signature: ____________________

Name: _______________________

Date: ________________________