SB-2










Exhibit 10.19  



THE WARRANT EVIDENCED OR
CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL
BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR
HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT UNLESS EITHER (i) THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH
DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SEC RULE 144. 



WARRANT TO PURCHASE
COMMON STOCK 

OF 

FUTUREIT, INC. 







	NO. __ 	________, 2007 






THIS CERTIFIES THAT, for
valuable consideration received by FutureIT, Inc., a Delaware corporation (the
“Company”), [______________], or its permitted
registered assigns (“Holder”), is entitled, subject to the
terms and conditions of this Warrant, at any time or from time to time after the issuance
date of this Warrant (the “Effective Date”), and before the
earlier to occur of (a) 5:00 p.m. Eastern Time thirty months following the Effective Date,
or (b) upon (i) consummation of a Qualified IPO or (ii) merger of the Company into a third
party or (iii) acquisition of all or substantially all of the assets of the Company (the
“Expiration Date”), to purchase from the Company, [___________] shares of Common
Stock of the Company at a price per share equal to US$0.50 (the “Purchase
Price”). Both the number of shares of Common Stock purchasable upon
exercise of this Warrant and the Purchase Price are subject to adjustment and change as
provided herein. This Warrant is one of a series of warrants issued pursuant to a
Subscription Agreement between the Company and the Purchasers listed therein dated as of
______ __, 2007 (the “Subscription Agreement”). 



     1.
          CERTAIN DEFINITIONS. As used in this Warrant the following terms shall
          have the following respective meanings: 



	 	1.1 	“Common
Stock” shall mean the Common Stock of the Company and any other
securities at any time receivable or issuable upon exercise of this Warrant. 






	 	1.2 	“Effective
Date” shall mean the date on which a registration statement covering
the Common Stock issuable upon exercise of this warrant is declared effective by the
United States Securities and Exchange Commission. 

















	 	1.3 	“Fair
Market Value” shall mean, as to any share of Common Stock, (i) if a
registration statement covering the initial public offering of shares of Common Stock has
been declared effective by the Securities and Exchange Commission, the last reported
sales price (or, if not so reported, the average of the bid and asked prices) of the
shares of Common Stock as of the last business day immediately prior to the exercise of
this Warrant; or (ii) if such a registration statement has not been declared effective,
then as determined in good faith by the Board of Directors of the Company giving due
consideration to all factors (including but not limited to any sale of shares of Common
Stock or determinations of the fair market value of the shares of Common Stock within a
reasonable time prior to such exercise of this Warrant). 






	 	1.4 	“QualifiedIPO” shall
mean a registered public offering of the Common Stock of the Company: (i) at an equity
value of the issuer of not less than US$0.65 per share 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. 






	 	1.5 	“Registered
Holder” shall mean any Holder in whose name this Warrant is
registered upon the books and records maintained by the Company. 






	 	1.6 	“Warrant” as
used herein, shall include this Warrant and any warrant delivered in substitution or
exchange therefor as provided herein. 






     2.
          EXERCISE OF WARRANT. 



	 	
2.1
Payment. Subject to compliance with the terms and conditions of this Warrant and
applicable securities laws, this Warrant may be exercised, in whole or in part at any
time or from time to time, on or before the Expiration Date by the delivery (including,
without limitation, delivery by facsimile) of the form of Notice of Exercise attached
hereto as Exhibit A (the “Notice of Exercise”), duly
executed by the Holder, at the principal office of the Company, and as soon as
practicable after such date, surrendering  






	 	
(a)
this Warrant at the principal office of the Company, and  






	 	
(b)
except as provided in Section 2.4 below, payment in cash (by check) or by wire
          transfer of an amount equal to the product obtained by multiplying the number
of           shares of Common Stock being purchased upon such exercise by the then
effective           Purchase Price (the “Exercise Amount”).  

















	 	
2.2
Stock Certificates; Fractional Shares. As soon as practicable on or after the date
of any exercise of this Warrant, the Company shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the number of
whole shares of Common Stock issuable upon such exercise, together with cash in lieu of
any fraction of a share equal to such fraction of the current Fair Market Value of one
whole share of Common Stock as of such date of exercise. No fractional shares or scrip
representing fractional shares shall be issued upon an exercise of this Warrant.  






	 	
2.3
Partial Exercise; Effective Date of Exercise. In case of any partial exercise of
this Warrant, the Company shall cancel this Warrant upon surrender hereof and shall
execute and deliver a new Warrant of like tenor and date for the balance of the shares of
Common Stock purchasable hereunder. This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for exercise as
provided above. The person entitled to receive the shares of Common Stock issuable upon
exercise of this Warrant shall be treated for all purposes as the holder of record of
such shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.  






	 	
2.4
Net Exercise Election. In the event that there is no effective registration
statement in force in accordance with Section 1.1 of the Registration Rights Agreement
(as defined in the Subscription Agreement) but in any event not before six (6) months
from the date of this Warrant, the Holder may elect to convert all or a portion of this
Warrant, at any time and from time to time until its expiration, without the payment by
the Holder of any additional consideration, by the surrender of this Warrant or such
portion to the Company with the net exercise election selected in the Notice of Exercise
duly executed by the Holder, into that number of shares of Common Stock that is obtained
under the following formula:  











	X = 	Y(A-B) 
		A








	 	
where:






	 	        X
= the number of shares of Common Stock issuable to the Holder upon exercise of this
Warrant under this Section 2.4;  







	 	        Y
= the number of shares of Common Stock issuable to the Holder upon exercise of this
Warrant under Section 2.1 hereof;  







	 	        A
= the Fair  Market  Value  of one  share  of  Common  Stock as of the date of
         exercise; and 







	 	        B
= the Purchase Price. 


















     3.
           VALID ISSUANCE; TAXES. All shares of Common Stock issued upon the
          exercise of this Warrant shall be validly issued, fully paid and nonassessable,
          and the Company shall pay all taxes and other governmental charges that may be
          imposed in respect of the issue or delivery thereof. The Company shall not be
          required to pay any tax or other charge imposed in connection with any transfer
          involved in the issuance of any certificate for shares of Common Stock in any
          name other than that of the Registered Holder of this Warrant, and in such case
          the Company shall not be required to issue or deliver any stock certificate or
          security until such tax or other charge has been paid, or it has been
          established to the Company’s reasonable satisfaction that no tax or other
          charge is due. 



     4.
          ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of shares
          of Common Stock issuable upon exercise of this Warrant (or any shares of stock
          or other securities or property receivable or issuable upon exercise of this
          Warrant) and the Purchase Price are subject to adjustment upon occurrence of the
          following events: 



	 	
4.1
Adjustment for Stock Splits, Stock Subdivisions or Combinations of Shares. The
Purchase Price of this Warrant shall be proportionally decreased and the number of shares
of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall be proportionally
increased to reflect any stock split or subdivision of the Company’s Common Stock.
The Purchase Price of this Warrant shall be proportionally increased and the number of
shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or
other securities at the time issuable upon exercise of this Warrant) shall be
proportionally decreased to reflect any combination of the Company’s Common Stock. 






	 	
4.2
Adjustment for Dividends or Distributions of Stock or Other Securities or Property.
In case the Company shall make or issue, or shall fix a record date for the determination
of eligible holders entitled to receive, a dividend or other distribution with respect to
the Common Stock (or any shares of stock or other securities at the time issuable upon
exercise of the Warrant) payable in (a) securities of the Company or (b) assets (excluding
cash dividends paid or payable solely out of retained earnings), then, in each such case,
the Holder of this Warrant on exercise hereof at any time after the consummation,
effective date or record date of such dividend or other distribution, shall receive, in
addition to the shares of Common Stock (or such other stock or securities) issuable on
such exercise prior to such date, and without the payment of additional consideration
therefor, the securities or such other assets of the Company to which such Holder would
have been entitled upon such date if such Holder had exercised this Warrant on the date
hereof and had thereafter, during the period from the date hereof to and including the
date of such exercise, retained such shares and all such additional securities or other
assets distributed with respect to such shares as aforesaid during such period giving
effect to all adjustments called for by this Section 4. 

















	 	
4.3
Reclassification. If the Company, by reclassification of securities or otherwise,
shall change any of the securities as to which purchase rights under this Warrant exist
into the same or a different number of securities of any other class or classes, this
Warrant shall thereafter represent the right to acquire such number and kind of securities
as would have been issuable as the result of such change with respect to the securities
that were subject to the purchase rights under this Warrant immediately prior to such
reclassification or other change, and the Purchase Price therefor shall be appropriately
adjusted, all subject to further adjustment as provided in this Section 4. No adjustment
shall be made pursuant to this Section 4.3 upon any conversion or redemption of the Common
Stock which is the subject of Section 4.5. 








	 	
4.4
Adjustment for Capital Reorganization or Consolidation. In case of any capital
reorganization of the capital stock of the Company (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided for herein), or any
consolidation of the Company with or into another corporation, and in each such case, as a
part of such reorganization or consolidation, sale or transfer, lawful provision shall be
made so that the Holder of this Warrant shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment of the
Purchase Price then in effect, the number of shares of stock or other securities or
property of the successor corporation resulting from such reorganization or consolidation
that a holder of the shares deliverable upon exercise of this Warrant would have been
entitled to receive in such reorganization or consolidation if this Warrant had been
exercised immediately before such reorganization or consolidation, all subject to further
adjustment as provided in this Section 4. The foregoing provisions of this Section 4.4
shall similarly apply to successive reorganizations or consolidations and to the stock or
securities of any other corporation that are at the time receivable upon the exercise of
this Warrant. If the per-share consideration payable to the Holder hereof for shares in
connection with any such transaction is in a form other than cash or marketable
securities, then the value of such consideration shall be determined in good faith by the
Company’s Board of Directors. In all events, appropriate adjustment (as determined in
good faith by the Company and the Holder) shall be made in the application of the
provisions of this Warrant with respect to the rights and interests of the Holder after
the transaction, to the end that the provisions of this Warrant shall be applicable after
that event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant. 






	 	
4.5
Conversion of Common Stock. In case all or any portion of the authorized and
outstanding shares of Common Stock of the Company are redeemed or converted or
reclassified into other securities or property pursuant to the Company’s Certificate
of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in
such case, the Holder of this Warrant, upon exercise hereof at any time after the date on
which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the
“Termination Date”), shall receive, in lieu of the number
of shares of Common Stock that would have been issuable upon such exercise immediately
prior to the Termination Date, the securities or property that would have been received if
this Warrant had been exercised in full and the Common Stock received thereupon had been
simultaneously converted immediately prior to the Termination Date, all subject to further
adjustment as provided in this Warrant. 

















     5.
           CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the
          Purchase Price, or number or type of shares issuable upon exercise of this
          Warrant, the Chief Financial Officer or Controller of the Company shall compute
          such adjustment in accordance with the terms of this Warrant and prepare a
          certificate setting forth such adjustment and showing in detail the facts upon
          which such adjustment is based, including a statement of the adjusted Purchase
          Price and number or type of shares issuable upon exercise of this Warrant. The
          Company shall promptly send (by facsimile and by either first class mail,
          postage prepaid or overnight delivery) a copy of each such certificate to the
          Holder. 



     6.
           LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to
          the Company of the ownership of and the loss, theft, destruction or mutilation
          of this Warrant, and of indemnity reasonably satisfactory to it, and (in the
          case of mutilation) upon surrender and cancellation of this Warrant, the Company
          will execute and deliver in lieu thereof a new Warrant of like tenor as the
          lost, stolen, destroyed or mutilated Warrant. 



     7.
          RESERVATION OF COMMON STOCK. The Company hereby covenants that at all
          times there shall be reserved for issuance and delivery upon exercise of this
          Warrant such number of shares of Common Stock or other shares of capital stock
          of the Company as are from time to time issuable upon exercise of this Warrant
          and, from time to time, will take all steps necessary to amend its Certificate
          of Incorporation to provide sufficient reserves of shares of Common Stock
          issuable upon exercise of this Warrant. All such shares shall be duly
          authorized, and when issued upon such exercise, shall be validly issued, fully
          paid and nonassessable, free and clear of all liens, security interests, charges
          and other encumbrances or restrictions on sale and free and clear of all
          preemptive rights, except encumbrances or restrictions arising under federal or
          state securities laws. Issuance of this Warrant shall constitute full authority
          to the Company’s officers who are charged with the duty of executing stock
          certificates to execute and issue the necessary certificates for shares of
          Common Stock upon the exercise of this Warrant. 



8.    TRANSFER
AND EXCHANGE. Subject to the terms and conditions of this           Warrant and
compliance with all applicable securities laws, this Warrant and all           rights
hereunder may be transferred to any Registered Holder’s parent,           subsidiary
or affiliate, or, if the Registered Holder is a partnership, to any           partner of
such Registered Holder, or otherwise only if such transfer will be           exempt from
the registration and prospectus delivery requirements of the           Securities Act and
an opinion of counsel reasonably satisfactory to the           Corporation regarding such
exemption is delivered to the Corporation, in whole           or in part, on the books of
the Company maintained for such purpose at the           principal office of the Company
referred to above, by the Registered Holder           hereof in person, or by duly
authorized attorney, upon surrender of this Warrant           properly endorsed and upon
payment of any necessary transfer tax or other           governmental charge imposed upon
such transfer. Upon any permitted partial           transfer, the Company will issue and
deliver to the Registered Holder a new           Warrant or Warrants with respect to the
shares of Common Stock not so           transferred. Each taker and holder of this
Warrant, by taking or holding the           same, consents and agrees that when this
Warrant shall have been so endorsed,           the person in possession of this Warrant
may be treated by the Company, and all           other persons dealing with this Warrant,
as the absolute owner hereof for any           purpose and as the person entitled to
exercise the rights represented hereby,           any notice to the contrary
notwithstanding; provided, however,           that until a transfer of this
Warrant is duly registered on the books of the           Company, the Company may treat
the Registered Holder hereof as the owner for all           purposes.  














     9.
          RESTRICTIONS ON TRANSFER. The Holder, by acceptance hereof, agrees that,
          absent an effective registration statement filed with the Securities and
          Exchange Commission (the “SEC”) under the
          Securities Act of 1933, as amended (the “Securities
          Act”) covering the disposition or sale of this Warrant or
          the Common Stock issued or issuable upon exercise hereof, as the case may be,
          and registration or qualification under applicable state securities laws, such
          Holder will not sell, transfer, pledge, or hypothecate any or all of this
          Warrant or such Common Stock, as the case may be, unless either (i) the Company
          has received an opinion of counsel, in form and substance reasonably
          satisfactory to the Company, to the effect that such registration is not
          required in connection with such disposition or (ii) the sale of such securities
          is made pursuant to SEC Rule 144, or (iii) such transfer is to an immediate
          family member of the Holder, or to a trust established for the benefit of the
          Holder or one or more immediate family members of the Holder. 



     10.
          COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the
          Holder hereby represents, warrants and covenants that any shares of stock
          purchased upon exercise of this Warrant shall be acquired for investment only
          and not with a view to, or for sale in connection with, any distribution
          thereof; that the Holder has had such opportunity as such Holder has deemed
          adequate to obtain from representatives of the Company such information as is
          necessary to permit the Holder to evaluate the merits and risks of its
          investment in the Company; that the Holder is able to bear the economic risk of
          holding such shares as may be acquired pursuant to the exercise of this Warrant
          for an indefinite period; that the Holder understands that the shares of stock
          acquired pursuant to the exercise of this Warrant will not be registered under
          the Securities Act (unless otherwise required pursuant to exercise by the Holder
          of the registration rights, if any, granted to the Registered Holder) and will
          be “restricted securities” within the meaning of Rule 144 under the
          Securities Act and that the exemption from registration under Rule 144 will not
          be available for at least one (1) year from the date of exercise of this
          Warrant, and even then will not be available unless a public market then exists
          for the stock, adequate information concerning the Company is then available to
          the public, and other terms and conditions of Rule 144 are complied with; and
          that, in the event that a registration statement registering the shares of stock
          acquired pursuant to the exercise of this Warrant has not been declared
          effective by the SEC and is not then in effect, all stock certificates
          representing shares of stock issued to the Holder upon exercise of this Warrant
          or upon conversion of such shares may have affixed thereto a legend
          substantially in the following form: 














THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 



     11.
          REGISTRATION RIGHTS. All shares of Common Stock issuable upon exercise of
          this Warrant shall be “Registrable Securities” or
          such other definition of securities entitled to registration rights pursuant to
          the Registration Rights Agreement between the Company and the parties thereto
          dated _______ ___, 2007. 



     12.
          NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle
          the Holder to any voting rights or other rights as a stockholder of the Company,
          except as specifically set forth herein. In the absence of affirmative action by
          such Holder to purchase Common Stock by exercise of this Warrant or Common Stock
          upon conversion thereof, no provisions of this Warrant, and no enumeration
          herein of the rights or privileges of the Holder hereof shall cause such Holder
          hereof to be a stockholder of the Company for any purpose. 



     13.
          NOTICES. Except as may be otherwise provided herein, all notices,
          requests, waivers and other communications made pursuant to this Agreement shall
          be in writing and shall be conclusively deemed to have been duly given (a) when
          hand delivered to the other party; (b) when received when sent by facsimile
          during normal business hours at the address and number set forth below; (c)
          seven (7) business days after deposit in the U.S. mail with first class or
          certified mail receipt requested postage prepaid and addressed to the other
          party as set forth below; or (d) the next business day after deposit with a
          national overnight delivery service, postage prepaid, addressed to the parties
          as set forth below with next-business-day delivery guaranteed, provided that the
          sending party receives a confirmation of delivery from the delivery service
          provider. 






	To the Company: 	To the Holder: 




FutureIT, Inc

315 Bleecker St, Suite # 168

New York, NY

10014-3423

Attention: Chairman and CEO
















Each person making a communication
hereunder by facsimile shall promptly confirm by telephone to the person to whom such
communication was addressed each communication made by it by facsimile pursuant hereto but
the absence of such confirmation shall not affect the validity of any such communication.
A party may change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 13 by giving the other party written notice of the
new address in the manner set forth above. 



     14.
          HEADINGS. The headings in this Warrant are for purposes of convenience in
          reference only, and shall not be deemed to constitute a part hereof. 



     15.
          LAW GOVERNING. This Warrant shall be construed and enforced in accordance
          with, and governed by, the laws of the State of New York, with regard to
          conflict of law principles of such state, and each of the parties hereto hereby
          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 in connection therewith. 



     16.
          NO IMPAIRMENT. The Company will not by any action, including without
          limitation by amendment of its Certificate of Incorporation or bylaws, or
          through reorganization, consolidation, merger, dissolution, issue or sale of
          securities, sale of assets or any other voluntary action, avoid or seek to avoid
          the observance or performance of any of the terms of this Warrant, but will at
          all times in good faith assist in the carrying out of all such terms and in the
          taking of all such action as may be necessary or appropriate in order to protect
          the rights of the Registered Holder of this Warrant against impairment. Without
          limiting the generality of the foregoing, the Company (a) will not increase the
          par value of any shares of stock issuable upon the exercise of this Warrant
          above the amount payable therefor upon such exercise, and (b) will take all such
          action as may be necessary or appropriate in order that the Company may validly
          and legally issue fully paid and nonassessable shares of Common Stock upon
          exercise of this Warrant. 



     17.
          NOTICES OF RECORD DATE. In case: 



	 	
17.1
the Company shall take a record of the holders of its Common Stock (or other stock or
securities at the time receivable upon the exercise of this Warrant), for the purpose of
entitling them to receive any dividend or other distribution, or any right to subscribe
for or purchase any shares of stock of any class or any other securities or to receive any
other right; or 






	 	
17.2
of any Qualified IPO, consolidation or merger of the Company with or into another
corporation, any capital reorganization of the Company, any reclassification of the
capital stock of the Company, or any conveyance of all or substantially all of the assets
of the Company to another corporation in which holders of the Company’s stock are to
receive stock, securities or property of another corporation; or 

















	 	
17.3
of any voluntary dissolution, liquidation or winding-up of the Company; or  






	 	
17.4
of any redemption or conversion of all outstanding Common Stock;  






then, and in each such case, the
Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice
specifying, as the case may be, (i) the date on which a record is to be taken for the
purpose of such dividend, distribution or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance, dissolution,
liquidation, winding-up, redemption or conversion is to take place, and the time, if any
is to be fixed, as of which the holders of record of Common Stock (or such stock or
securities as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up. The Company
shall ensure such notice shall be delivered at least thirty (30) days prior to the date
therein specified. 



     18.
          SEVERABILITY. If any term, provision, covenant or restriction of this
          Warrant is held by a court of competent jurisdiction to be invalid, void or
          unenforceable, the remainder of the terms, provisions, covenants and
          restrictions of this Warrant shall remain in full force and effect and shall in
          no way be affected, impaired or invalidated 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. 



     19.
          COUNTERPARTS. For the convenience of the parties, any number of
          counterparts of this Warrant may be executed by the parties hereto and each such
          executed counterpart shall be, and shall be deemed to be, an original
          instrument. 



     20.
          NO INCONSISTENT AGREEMENTS. The Company will not on or after the date of
          this Warrant enter into any agreement with respect to its securities which is
          inconsistent with the rights granted to the Holders of this Warrant or otherwise
          conflicts with the provisions hereof. The rights granted to the Holders
          hereunder do not in any way conflict with and are not inconsistent with the
          rights granted to holders of the Company’s securities under any other
          agreements, except rights that have been waived. 



     21.
          SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a
          Saturday, Sunday or legal holiday in the United States, the Expiration Date
          shall automatically be extended until 5:00 p.m. the next business day. 














     22.
          ENTIRE AGREEMENT; AMENDMENT: This Warrant contains the sole and entire
          agreement and understanding of the parties with respect to the entire subject
          matter of this Warrant, and any and all prior discussions, negotiations,
          commitments and understandings, whether oral or otherwise, related to the
          subject matter of this Warrant are hereby merged herein. The warrants issued
          pursuant to the Subscription Agreement may be amended by holders of two-thirds
          of the aggregate number of shares of Common Stock purchasable upon exercise of
          all such warrants at any one time, provided that any such amendment shall be
          binding upon and so amend all such warrants at such time, provided that
          this Warrant may not be amended to reduce the number of shares of Common Stock
          for which this Warrant is exercisable or to increase the Purchase Price (before
          giving effect to any adjustment as provided herein) without the prior written
          consent of the Holder hereof. 





[Signatures appear
on following page.] 














IN WITNESS WHEREOF, the
parties hereto have executed this Warrant as of the Effective Date. 










	[HOLDER]

By:     

Its:
	FUTUREIT, INC.

By:

 Its:








SIGNATURE PAGE TO
WARRANT TO PURCHASE COMMON STOCK 














EXHIBIT A 



NOTICE OF EXERCISE 

(To be executed upon
exercise of Warrant) 



FUTUREIT, INC. 



     1.    
          Exercise by Payment. The undersigned hereby irrevocably elects to
          exercise the right of purchase represented by the within Warrant Certificate
          for, and to purchase thereunder, the securities of the Company, as provided for
          therein, and tenders herewith payment of the exercise price in full in the form
          of cash or a certified or official bank check and/or wire transfer in same-day
          funds in the amount of $____________ for _________ such securities. 



      Or* 



     1.    
          Net Exercise Election. The undersigned hereby irrevocably elects to
          convert the right to purchase shares of Common Stock by net exercise election
          pursuant to Section 2.4 of the Warrant into                        shares
without further payment.



         



* This option is only available to
the extent that Section 2.4 of the Warrant applies. 



[STRIKE THAT PARAGRAPH 1
ABOVE THAT DOES NOT APPLY]  



     2.     Please
          issue and mail a certificate or certificates for such securities in the name of,
          and pay any cash for any fractional share to (please print name, address and
          social security number): 



Name:
_______________________________________________________________ 



Address:
______________________________________________________________ 



Signature:
_____________________________________________________________ 



Note: The above signature should
correspond exactly with the name on the first page of this Warrant Certificate or with the
name of the assignee appearing in the Assignment Form below as Exhibit B. If said number
of shares shall not be all the shares purchasable under the within Warrant Certificate, a
new Warrant Certificate is to be issued in the name of said undersigned for the balance
remaining of the shares purchasable thereunder rounded up to the next higher whole number
of shares. 














EXHIBIT B 



ASSIGNMENT 


(To
be executed only upon assignment of Warrant Certificate) 



For value received, the undersigned
hereby sells, assigns and transfers unto the Assignee named below the within Warrant
Certificate, together with all right, title and interest therein, with respect to the
number of shares of Common Stock set forth below and does hereby irrevocably constitute
and appoint ____________________________ attorney, to transfer said Warrant Certificate on
the books of the within-named Company with respect to the number of shares of Common Stock
set forth below, with full power of substitution in the premises: 








	Name(s) of Assignee(s) 	Address 	# of Shares of Common Stock 
	 	 	 
	 	 	 
	 	 	 
	 	 	 






And if said number of shares of
Common Stock shall not be all the shares of Common Stock represented by the Warrant
Certificate, a new Warrant Certificate is to be issued in the name of said undersigned for
the balance remaining of the Warrants registered by said Warrant Certificate. 



Dated:
________________________ 



Signature:
_____________________ 



Notice: The signature to the
foregoing Assignment must correspond to the name as written upon the face of this security
in every particular, without alteration or any change whatsoever; signature(s) must be
guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan
associations and credit unions with membership in an approved signature guarantee
medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15.