SB-2











Exhibit 10.17  


EXHIBIT B 



ESCROW AGREEMENT  



        ESCROW
AGREEMENT dated as of this __ day of May 2007, by and among FUTUREIT, INC., a Delaware
corporation (the “Company”), AMERICAN STOCK TRANSFER & TRUST COMPANY, a
financial institution chartered under the laws of the State of New York (the
“Agent”) and J.H DARBIE & CO., INC., a [Delaware] corporation (the
“Placement Agent”). 



W I T N E S S E T H:  



        WHEREAS,
the Company is offering to sell and issue securities in a private equity financing (the
“Financing”) to various purchasers (the “Purchasers”); and 



        WHEREAS,
in connection with the Financing, such securities are being sold in units (the
“Units”) with each Unit consisting of 100,000 shares of common stock (the
“Common Stock”) of the Company (the “Shares”) and warrants to purchase
shares of common stock (the “Warrants” and together with the Shares, the
“Securities”) ; and 



        WHEREAS,
the Units are being offered at a price of $30,000 per Unit (the “Offering
Price”); and 



        WHEREAS,
the Company desires to sell in the Financing a minimum of 34 Units (the “Minimum
Amount”) and a maximum of 50 Units (the “Maximum Amount”); and 



        WHEREAS:



		    (a)        The
Financing will commence immediately and will continue until the earlier of:           (i)
the sale of all 50 Units or (ii) June 30, 2007 (the “Offering           Period”),
otherwise extended by the Company and the Placement Agent;  







		    (b)        Once
the Purchasers have subscribed and the Company has accepted subscriptions           for
the Minimum Amount, the Company and the Placement Agent shall (subject to           the
right of the Company to extend such date to June 30, 2007) conduct an           initial
closing (the “First Closing”) with respect to such Units.           Thereafter,
the Company and the Placement Agent may decide to conduct one or           more closings
for the sale of additional Units (each, together with the First           Closing, a
“Closing”);  







		    (c)        Proceeds
received from subscriptions for the Units and certificates representing           the
Securities underlying the Units purchased (“Certificates”) shall           be
held in escrow by the Agent; and  







		    (d)        If
the Minimum Amount is not sold at the per unit Offering Price prior to the           end
of the Offering Period, the Financing will be terminated and all funds           received
from Purchasers will be promptly returned to the Purchasers without           interest.
The day that the Offering Period terminates is hereinafter referred to           as the
“Termination Date.” 


















        NOW,
THEREFORE, in consideration of the mutual promises herein contained and intending to be
legally bound, the parties hereby agree as follows:  





         1.       
          Appointment of Agent. The Company hereby appoints the Agent as escrow
          agent in accordance with the terms and conditions set forth herein, and the
          Agent hereby accepts such appointment. 



         2.       
          Delivery of Subscription Proceeds; Certificates. All checks, drafts, or
          other instruments or wire transfer funds to be forwarded by the Purchasers as
          payment for the Units will be delivered directly by the Purchasers to the Agent,
          made payable to “American Stock Transfer & Trust Company, as Escrow
          Agent for FutureIT, Inc.” The Company will provide the Agent with (i) a
          chart setting forth, as to each Purchaser, his name, address, social security
          number or employer identification number, amount of Units purchased or proposed
          to be purchased and the number and types of Certificates to be provided to each
          such Purchaser, (ii) the amount to be paid by each Purchaser in connection with
          such purchase, and (iii) Certificates to be provided to each such Purchaser. The
          Agent is hereby empowered on behalf of the Company to endorse and collect all
          checks, drafts, wire funds transfers, promissory notes or other instruments
          received on account of purchases of the Units. 



         3.       
          Agent to Hold and Disburse Funds. The Agent will hold in a special
          non-interest bearing account established for the benefit of the Purchasers and
          disburse all funds (without interest) (the “Escrow Fund”) received by
          it pursuant to the terms of this Escrow Agreement, as follows: 



		    3.1        In
the event that prior to the Termination Date, the Agent has received funds equal to or
greater than the Minimum Amount (and such funds are cleared within 10 days following the
Termination Date) from the sale of Units, and the Company and the Placement Agent certify
in writing to the Escrow Agent that a Closing has occurred with at least the Minimum
Amount being funded, then the Agent will hold the Escrow Fund. In the event that legal
counsel to the Company confirms in writing to the Agent that the Company has filed a
registration statement on form SB-2 with the Securities and Exchange Commission covering
the Shares and the Shares issuable upon exercise of the Warrants, on or before sixty (60)
days following the First Closing (the “Filing Confirmation”) the Agent shall
simultaneously (i) pay to the Company and/or to any other person designated in written
instructions signed by the Company the Escrow Fund (without interest), provided that the
Company’s counsel has confirmed in writing that all conditions for the release of
the Escrow Fund have been met, and (ii) provide to the Placement Agent on behalf of the
Purchasers the Certificates issued and delivered by the Company for each such Purchaser .  







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		    3.2        In
the event that prior to the Termination Date (i) the Agent has not received funds equal
to or greater than the Minimum Amount (or such funds have not cleared within ten days of
the Termination Date) from the sale of the Units, or (ii) in the event that a Closing has
not taken place within ten days of the Termination Date, or (iii) the Agent does not
receive a Filing Confirmation, the Agent will return the Escrow Fund to the Purchasers
(without interest); unless (in the case of clause (iii) above) the Placement Agent
notifies the Agent (who shall be obligated to provide notice to the Placement Agent prior
to returning any such funds to the Purchasers) and the Company that the Purchasers
holding a majority of the shares of Common Stock issued in the Financing and upon
exercise of the Warrants have elected not to have their Purchase Price returned to them,
in which case the Agent shall simultaneously (i) pay to the Company and/or to any other
person designated in written instructions signed by the Company the Purchase Price
received from the Purchasers (without interest), and (ii) provide to the Placement Agent
on behalf of the Purchaser the Certificates issued and delivered by the Company for each
such Purchaser.  







    4.        Exculpation
and Indemnification of Agent.  



		    4.1        The
Agent shall have no duties or responsibilities other than those expressly set forth
herein. The Agent shall have no duty to enforce any obligation of any person to make any
payment or delivery, or to direct or cause any payment or delivery to be made, or to
enforce any obligation of any person to perform any other act. The Agent shall be under
no liability to the other parties hereto or to anyone else by reason of any failure on
the part of any party hereto or any maker, guarantor, endorser or other signatory of any
document or any other person to perform such person’s obligations under any such
document. Except for amendments to this Agreement referred to below, and except for
instructions given to the Agent by the Company and the Placement Agent relating to the
funds deposited with the Agent under this Agreement, the Agent shall not be obligated to
recognize any agreement between any and all of the persons referred to herein,
notwithstanding that references thereto may be made herein and whether or not it has
knowledge thereof.  







		    4.2        The
Agent shall not be liable to the Company or to anyone else for any action taken or
omitted by it, or any action suffered by it to be taken or omitted, in good faith and in
the exercise of its own reasonable best judgment. The Agent may rely conclusively and
shall be protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Agent), statement, instrument, report
or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any
information therein contained), which is reasonably believed by the Agent to be genuine
and to be signed or presented by the proper person or persons. The Agent shall not be
bound by any notice or demand, or any waiver, modification, termination or rescission of
this Agreement or any of the terms thereof, unless evidenced by a writing delivered to
the Agent signed by the proper party or parties and, if the duties or rights of the Agent
are affected, unless it shall give its prior written consent thereto.  







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		    4.3        The
Agent shall not be responsible for the sufficiency or accuracy of the form of, or the
execution, validity, value or genuineness of, any document or property received, held or
delivered by it hereunder in good faith, or of any signature or endorsement thereon, or
for any lack of endorsement thereon, or for any description therein; nor shall the Agent
be responsible or liable to the other parties hereto or to anyone else in any respect on
account of the identity, authority or rights of the persons executing or delivering or
purporting to execute or deliver any document or property or this Agreement. The Agent
shall have no responsibility with respect to the use or application of any funds or other
property paid or delivered by the Agent pursuant to the provisions hereof provided that
the Agent acted in good faith and using reasonable discretion. The Agent shall not be
liable to the Company or to anyone else for any loss which may be incurred by reason of
any investment of any monies which it holds hereunder.  







		    4.4        The
Agent shall have the right to assume in the absence of written notice to the contrary
from the proper person or persons that a fact or an event by reason of which an action
would or might be taken by the Agent does not exist or has not occurred, without
incurring liability to the other parties hereto or to anyone else for any action taken or
omitted, or any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, in reliance upon such assumption.  







		    4.5        To
the extent that the Agent becomes liable for the payment of taxes, including withholding
taxes, in respect of income derived from the investment of funds held hereunder or any
payment made hereunder, the Agent may pay such taxes. The Agent shall be indemnified and
held harmless against any liability for taxes and for any penalties or interest in
respect of taxes, on such investment income or payments in the manner provided in Section
5.6.  







		    4.6        The
Agent will be indemnified and held harmless by the Company from and against any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered by the
Agent in connection with any action, suit or other proceeding involving any claim, or in
connection with any claim or demand, which in any way, directly or indirectly, arises out
of or relates to this Agreement, the services of the Agent hereunder, the monies or other
property held by it hereunder or any income earned from investment of such monies, except
for the Escrow Agent’s gross negligence or misconduct. Promptly after the receipt by
the Agent or notice of any demand or claim or the commencement of any action, suit or
proceeding, the Agent shall, if a claim in respect thereof is to be made against the
Company, notify the Company thereof in writing, but the failure by the Agent to give such
notice shall not relieve the Company from any liability which the Company may have to the
Agent hereunder.  







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		    4.7        For
the purposes hereof, the term “expense or loss” shall include all amounts paid
or payable to satisfy any claim, demand or liability, or in settlement of any claim,
demand, action, suit or proceeding settled with the express written consent of the Agent,
and all costs and expenses, including, but not limited to, reasonable counsel fees and
disbursements, paid or incurred in investigating or defending against any such claim,
demand, action, suit or proceeding.  







         5.       
          Termination of Agreement and Resignation of Agent. 



		    5.1        This
Escrow Agreement shall terminate on the final disposition of the monies and property held
in escrow hereunder, provided that the rights of the Agent and the obligations of the
other parties hereto under Sections 4 and 7 shall survive the termination hereof.  







		    5.2        The
Agent may resign at any time and be discharged from its duties as Agent hereunder by
giving the Company and the Placement Agent at least 30 days notice thereof. As soon as
practicable after its resignation, the Agent shall turn over to a successor escrow agent
appointed by the Company all monies and property held hereunder upon presentation of the
document appointing the new escrow agent and its acceptance thereof. If no new Agent is
so appointed within the 60-day period following such notice of resignation, the Agent may
deposit the aforesaid monies and property with any court it deems appropriate.  







         6.       
          Form of Payments by Agent. 



		    6.1        Any
payments by the Agent to Purchasers or to persons other than the Company pursuant to the
terms of this Agreement shall be made by check, payable to the order of each respective
Purchaser or other person.  







		    6.2        All
amounts referred to herein are expressed in United States Dollars and all payments by the
Agent shall be made in such dollars.  







         7.       
          Compensation of Agent. For services rendered, the Agent shall receive as
          compensation $3,500 which fee shall be paid by the Company promptly following
          the signing of this Agreement. The Agent shall also be entitled to reimbursement
          from the Company for all expenses paid or incurred by it in the administration
          of its duties hereunder, including, but not limited to, all counsel,
          advisors’ and Agents’ fees and disbursements and all reasonable taxes
          or other governmental charges. It is anticipated that such disbursement shall
          not exceed $500.00 barring any unforeseen circumstances. 



         8.       
          Notices. All notices, requests, demands and other communications provided
          for herein shall be in writing, shall be delivered by hand or by first-class
          mail, shall be deemed given when received and shall be addressed to the parties
          hereto at their respective addresses listed below or to such other persons or
          addresses as the relevant party shall designate as to itself from time to time
          in writing delivered in like manner. 



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		If to the Company:	FutureIT, Inc.

315 Blecker Street, Suite #168

New York, NY

10014-3423

Attention: Chairman and CEO

Facsimile # (972)-8-925-8160












        With
a copy to (that shall not constitute notice): 



	 	
 Carter Ledyard & Milburn

2, Wall Street

New York, New York 10005

Attention: Steven J. Glusband

Telephone # (212) 732-3200

Facsimile # (212) 732-3232



and to:



Efrati Galili Lahat & Co

6 Wissotsky Street

Tel Aviv 62338, Israel

Attention: Ian Rostowsky, Adv.

Telephone # (972)-3-5452020

Facsimile # (972)-3-6040111












			
		If to the Agent:	American Stock Transfer & Trust Company

59 Maiden Lane - Plaza Level

New York, New York 10038

Attention: Henry Reinhold

Telephone # (212) 936-5100

Facsimile # (718) 234-5001








			
		If to the Placement Agent:	J. H. Darbie & Co., Inc., Financial Services,

99 Wall Street, 6th Floor

New York, NY 10005

Attention: Daniel Schneierson

Telephone # (212) -269-7271

Facsimile # (212) -269-7330.











         9.       
          Further Assurances: From time to time on and after the date hereof, the
          Company shall deliver or cause to be delivered to the Agent such further
          documents and instruments and shall do and cause to be done such further acts as
          the Agent shall reasonably request (it being understood that the Agent shall
          have no obligation to make any such request) to carry out more effectively the
          provisions and purposes of this Agreement, to evidence compliance herewith or to
          assure itself that it is protected in acting hereunder. 



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         10.       
          Consent to Service of Process. Each of the Company and the Placement
          Agent hereby irrevocably consents to the jurisdiction of the courts of the State
          of New York and of any federal court located in such State in connection with
          any action, suit or other proceeding arising out of or relating to this
          Agreement or any action taken or omitted hereunder, and waives personal service
          of any summons, complaint or other process and agrees that the service thereof
          may be made by certified or registered mail directed to each of the Company and
          the Placement Agent at its address for purposes of notices hereunder. 



         11.       
          Miscellaneous. 



		    11.1        This
Agreement shall be construed without regard to any presumption or other rule requiring
construction against the party causing such instrument to be drafted. The terms “hereby”,
“hereof”, “hereto”, “hereunder” and any similar terms, as
used in this Agreement, refer to the Agreement in its entirety and not only to the
particular portion of this Agreement where the term is used. The word “person” shall
mean any natural person, partnership, company, government and any other form of business
or legal entity. All words or terms used in this Agreement, regardless of the number or
gender, in which they are used, shall be deemed to include any other number and any other
gender as the context may require. This Agreement shall not be admissible in evidence to
construe the provisions of any prior agreement.  







		    11.2        Succession
and Assignment. This Agreement and the rights and obligations hereunder of the
Company may be assigned by the Company only to a successor to the Company’s entire
business. This Agreement and the rights and obligations hereunder of the Agent may be
assigned by the Agent only to a successor to its entire business. This Agreement shall be
binding upon and inure to the benefit of each party’s respective successors, heirs
and permitted assigns. No other person shall acquire or have any rights under or by
virtue of this Agreement. This Agreement may not be changed orally or modified, amended
or supplemented without an express written agreement executed by the Agent, the Company
and the Placement Agent. This Agreement is intended to be for the sole benefit of the
parties hereto, and (subject to the provisions of this Section 11.2) their respective
successors, heirs and assigns, and none of the provisions of this Agreement are intended
to be, nor shall they be construed to be, for the benefit of any third person.  







		    11.3        Amendments
and Waivers. This Agreement may be amended only with the written consent of the
Agent, the Company and the Placement Agent. No waiver of any right or remedy hereunder
shall be valid unless the same shall be in writing and signed by the party giving such
waiver. No waiver by any party with respect to any condition, default or breach of
covenant hereunder shall be deemed to extend to any prior or subsequent condition,
default or breach of covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.  







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		    11.4        Governing
Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York. The representations and warranties contained in
this Agreement shall survive the execution and delivery hereof and any investigations
made by any party. The headings in this Agreement are for purposes of reference only and
shall not limit or otherwise affect any of the terms hereof.  







         12.       
          Execution in Counterparts. This Agreement may be executed in any number
          of counterparts, each of which shall be deemed to be an original as against any
          party whose signature appears thereon, and all of which shall together
          constitute one and the same instrument. This Agreement shall become binding when
          one or more counterparts hereof, individually or taken together, shall bear the
          signature of all of the parties reflected hereon as the signatures. 



        IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on the day and
year first above written. 




			 AMERICAN STOCK TRANSFER & TRUST COMPANY



By: /s/ Herbert J. Lemmer
——————————————

Name: Herbert J. Lemmer
Title: Vice President









			FUTUREIT, INC.



By: /s/ Samuel Bachar
——————————————

 Name: Samuel Bachar
Title: C.O.B.








			J.H DARBIE & CO.,  INC.



By: /s/ Robert Rabinowitz
——————————————

 Name: Robert Rabinowitz
Title: Pres.











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