SB-2










Exhibit 10.16  



SECOND AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT 



THIS AMENDMENT TO REGISTRATION
RIGHTS AGREEMENT (the “Amendment”), dated as of October ___,
2007, is entered into by and between FUTUREIT, INC., a Delaware corporation (the
“Company”), the holders of stock of the Company set forth on Schedule
1 hereof (the “Purchaser” and collectively, the
“Purchasers”) and DataSafe Group, Ltd., an Israeli corporation. 



W I T N E S S E T H: 



WHEREAS, Pursuant to a
Subscription Agreement dated ______, 2007, which was amended on ______, 2007 and on _____
, 2007, between the Purchasers and the Company (the “Subscription
Agreement”), the Company and the Purchasers have entered into a Registration
Right Agreement on _____ 2007, which was amended on ______, 2007 (the
“Registration Right Agreement”); 



Whereas, the Company and
DataSafe (as defined below) have agreed to provide the Purchasers certain rights,
including registration rights under the Securities Act of 1933, as amended (the
“Securities Act”), and applicable state securities laws; 



NOW, THEREFORE, the parties
agree as follows: 



     	1.	
          The Agreement. All provisions of the Registration Rights 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 Registration
          Rights Agreement. 


          



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


          



	 	2.1.	The
Definitions Section will be amended as follows: 






	 	2.1.1.	The
following definitions will be added:  






	 	(i) 	“Affiliate” of
any Person means a Person that, directly or indirectly,                through one or
more intermediaries, controls, is controlled by or is under                common control
with the first mentioned Person. A Person shall be deemed to                control
another Person if such first Person possesses directly or indirectly the
               power to direct, or cause the direction of, the management and policies of
the                second Person, whether through the ownership of voting securities, by
contract                or otherwise.  






	 	(ii) 	“DataSafe” means
DataSafe Group Ltd., its Affiliates and Permitted                Transferees.  






	 	(iii) 	“Transfer” means
any direct or indirect transfer, donation, sale,                assignment, pledge,
hypothecation, grant of a security interest in or other                disposal or
attempted disposal of all or any portion of a security or of any                rights.
“Transferred” means the accomplishment of a Transfer, and                “Transferee” means
the recipient of a Transfer.  






	 	(iv) 	“Permitted
Transferee” means an Affiliate and/or an immediate family                member of
the Holder, or a trust established for the benefit of the Holder or                one or
more immediate family members of the Holder.  


















	 	2.1.2. 	Sub-section
(c) will be added to the Definitions Section as follows:  






	 	(c) 	Whenever
any provision of this Agreement calls for any calculation based on a
               number of shares of Common Stock held by a stockholder, the number of
shares                deemed to be held by such stockholder shall be the total number of
shares of                Common Stock then owned by such stockholder.  






	 	2.2. 	Section
1 will be amended to add the following language to the end of           Section 1.1: 






	 	2.2.1. 	If
the Registration Statement has not become effective within six (6) months
               from the date of filing such Registration Statement, the Company shall
pay, as a                penalty and not liquidated damages, each Purchaser an amount in
Common Stock                equal to 0.5% per month (pro rated for partial months) of the
Common Stock                purchased by such Purchaser’s pursuant to the
Subscription Agreement, up to                a total of 3% of such purchased amount of
Common Stock.  






	 	2.2.2. 	The
following Sub-sections of Section 1.2 will be amended as follows:  






	 	(a) 	use
its commercially reasonable best efforts to cause the registration statement
               referred to above to become effective as soon as possible following filing
(but                in no event more than 6 months thereafter) 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;  






	 	(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 (but                in any event within
fourteen (14) business days) 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;  






	 	(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 10-K, 10-Q and                8-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;  






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	 	2.3. 	The
following Section 6 will be added: 






	 	6. 	Board
of Directors. 






	 	6.1       
At
all times until the earlier of (i) the completion of a Qualified IPO, or (ii) the end of
a three years period following the Closing Date, DataSafe agrees to vote all of its
shares of voting securities in the Company, whether now owned or hereafter acquired or
which DataSafe may be empowered to vote, from time to time and at all times, in whatever
manner shall be necessary to ensure that at each annual or special meeting of
stockholders at which an election of directors is held or pursuant to any written consent
of the stockholders, Nicholas, The Viscount Bearsted shall be elected to the board of
directors of the Company, provided that at such date Nicholas, The Viscount Bearsted
and/or a Permitted Transferee of Nicholas, The Viscount Bearsted will hold at least 90%
of the Common Stock purchased by him according to the Subscription Agreement. The Company
agrees to call a special meeting or to circulate a written consent to the stockholders of
the Company immediately following the Closing Date pursuant to which the stockholders of
the Company shall elect Nicholas, The Viscount Bearsted to the board of directors of the
Company effective as of the Closing Date.  






	 	6.2       
Immediately
following the Closing Date, the Company shall establish an Audit Committee with no fewer
than three (3) members, who shall initially be Offer Gur-Arie, Nicholas, The Viscount
Bearsted, and Michael Avnimelech. Offer Gur-Arie shall not participate in any decisions
of the Audit Committee relating to DataSafe. The said members of the Audit Committee
shall serve as long as they are directors of the Company.  






	 	2.4. 	The
following Section 7 will be added: 






	 	7. 	Anti-Dilution
Protection.  






	  	7.1       
If
at any time or from time to time during the twelve month period following the Closing
Date, the Company issues or sells, or is deemed by the express provisions of this Section
7 to have issued or sold, Additional Shares of Common Stock (as defined below) for a
price less than the Original Issue Price (such lower price, the “New Price”),
then and in each such case the Company shall issue to each Purchaser, as of the opening
of business on the date of such issue or sale or deemed issue or sale, for no additional
consideration, additional shares of Common Stock and additional Warrants such that the
aggregate number of shares of Common Stock and Warrants issued to each Purchaser under
its Subscription Agreement shall equal that number of shares and Warrants which would
have been purchased by such Purchaser at the New Price.  






	  	7.2       
If
the Company at any time or from time to time during the twelve month period following the
Closing Date shall issue any Options or Convertible Securities (excluding any Exempted
Security) or shall fix a record date for the determination of holders of any class of
securities entitled to receive any such Options or Convertible Securities, then the
maximum number of shares of Common Stock (as set forth in the instrument relating
thereto, assuming the satisfaction of any conditions to exercisability, convertibility or
exchangeability but without regard to any provision contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as
of the time of such issue or, in case such a record date shall have been fixed, as of the
close of business on such record date.  






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	  	7.3       
If
the terms of any Option or Convertible Security, the issuance of which resulted in an
adjustment pursuant to the terms of Section 7.1, are revised (either automatically
pursuant to the provisions contained therein or as a result of an amendment to such
terms) to provide for either (1) any increase or decrease in the number of shares of
Common Stock issuable upon the exercise, conversion or exchange of any such Option or
Convertible Security or (2) any increase or decrease in the consideration payable to the
Company upon such exercise, conversion or exchange, then, effective upon such increase or
decrease becoming effective, the New Price computed upon the original issue of such
Option or Convertible Security (or upon the occurrence of a record date with respect
thereto) shall be readjusted to such New Price as would have obtained had such revised
terms been in effect upon the original date of issuance of such Option or Convertible
Security.  






	 	7.4        
If
the terms of any Option or Convertible Security (excluding any Exempted Security), the
issuance of which did not result in an adjustment pursuant to the terms of Section 7.1
(either because the consideration per share (determined pursuant to Section 7.6 hereof)
of the Additional Shares of Common Stock subject thereto was equal to or greater than the
Original Issue Price, or because such Option or Convertible Security was issued before
the Closing Date), are revised after the Closing Date (either automatically pursuant to
the provisions contained therein or as a result of an amendment to such terms) to provide
for either (1) any increase or decrease in the number of shares of Common Stock issuable
upon the exercise, conversion or exchange of any such Option or Convertible Security or
(2) any increase or decrease in the consideration payable to the Company upon such
exercise, conversion or exchange, then such Option or Convertible Security, as so
amended, and the Additional Shares of Common Stock subject thereto shall be deemed to
have been issued effective upon such increase or decrease becoming effective. If the
change in such Option or Convertible Security causes an adjustment pursuant to this
provision and such Option or Convertible Security is then further changed as a result of
the adjustments made pursuant to this provision, no further adjustment shall be made
hereunder as a result of the further automatic change in such Option or Convertible
Security.  






	  	7.5       
For
purposes of this Section 7, the consideration received by the Company for the issue of
any Additional Shares of Common Stock shall be computed as follows:  






	 	
(a)
Cash and Property: Such consideration shall:  






	 	(i) 	insofar
as it consists of cash, be computed at the aggregate amount of cash           received by
the Company, excluding amounts paid or payable for accrued interest;  






	 	(ii) 	insofar
as it consists of property other than cash, be computed at the fair           market
value thereof at the time of such issue, as determined in good faith by           the
Board of Directors of the Company; and  






	 	(iii) 	in
the event Additional Shares of Common Stock are issued together with other
          shares or securities or other assets of the Company for consideration which
          covers both, be the proportion of such consideration so received, computed as
          provided in clauses (i) and (ii) above, as determined in good faith by the
Board           of Directors of the Company.  






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(b)
Options and Convertible Securities. The consideration per share received
          by the Company for Additional Shares of Common Stock deemed to have been issued
          pursuant to this Section 7, relating to Options and Convertible Securities,
          shall be determined by dividing  






	 	(i) 	the
total amount, if any, received or receivable by the Company as           consideration
for the issue of such Options or Convertible Securities, plus the           minimum
aggregate amount of additional consideration (as set forth in the           instruments
relating thereto, without regard to any provision contained therein           for a
subsequent adjustment of such consideration) payable to the Company upon           the
exercise of such Options or the conversion or exchange of such Convertible
          Securities, or in the case of Options for Convertible Securities, the exercise
          of such Options for Convertible Securities and the conversion or exchange of
          such Convertible Securities, by  






	 	(ii) 	the
maximum number of shares of Common Stock (as set forth in the instruments
          relating thereto, without regard to any provision contained therein for a
          subsequent adjustment of such number) issuable upon the exercise of such
Options           or the conversion or exchange of such Convertible Securities.  






	                	7.6       
For
purposes of this Section 7, the following definitions shall apply: 






	 	
(a)
           “Option” shall mean rights, options or warrants to subscribe for,
          purchase or otherwise acquire Common Stock or Convertible Securities.  






	 	
(b)
           “Convertible Securities” shall mean any evidences of indebtedness,
          shares or other securities directly or indirectly convertible into or
          exchangeable for Common Stock, but excluding Options.  






	 	
(c)
           “Additional Shares of Common Stock” shall mean all shares of Common
          Stock issued (or, pursuant to this Section 7, deemed to be issued) by the
          Company after the Closing Date, other than (i) shares of Common Stock issued or
          issuable by reason of a dividend, stock split, split-up or other distribution
on           shares of Common Stock; (ii) shares of Common Stock issued or deemed issued
to           employees or directors of, or consultants to, the Company or any of its
          subsidiaries pursuant to the Company’s existing employee stock option
plan,           agreement or arrangement approved by the Board of Directors of the
Company, or a           committee thereof; or (iii) shares of Common Stock issuable upon
exercise of the           Warrants ((i) – (iii), collectively, the “Exempted
          Securities”).  






	 	
(d)
           “Original Issue Price” means $0.30 per share.  






	 	2.5. 	The
following Section 8 will be added: 






	 	8. 	Right
of First Offer.  






	  	8.1       
Subject
to the terms and conditions specified in this Section 8, and applicable securities laws,
in the event the Company proposes to offer or sell any equity securities of the Company
during the twelve month period following the Closing Date, whether now authorized or not,
or rights, options, or warrants to purchase such equity securities, or securities of any
type whatsoever that are, or may become, convertible into or exchangeable into or
exercisable for such equity securities (collectively, “New Securities”),
whether directly or indirectly, the Company shall first make an offering of such New
Securities to each Purchaser in accordance with the following provisions of this Section
8. Each Purchaser shall be entitled to apportion the right of first offer hereby granted
it among itself and its partners, members and Affiliates in such proportions as it deems
appropriate.  






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	 	8.2        
The
Company shall deliver a notice, in accordance with the provisions of Notice Section of
this Registration Rights Agreement hereof, (the “Offer Notice”) to each of the
Purchasers stating (i) its bona fide intention to offer such New Securities, (ii) the
number of such New Securities to be offered, and (iii) the price and terms, if any, upon
which it proposes to offer such New Securities.  






	 	8.3        
By
written notification received by the Company, within fourteen (14) calendar days after
mailing of the Offer Notice, each of the Purchasers may elect to purchase or obtain, at
the price and on the terms specified in the Offer Notice, up to that portion of such New
Securities which equals the proportion that the number of shares of Common Stock issued
and held then held, by such Purchaser bears to the total number of shares of Common Stock
of the Company then outstanding (assuming full conversion and exercise of all convertible
or exercisable securities). The Company shall promptly, in writing, inform each Purchaser
that elects to purchase all the shares available to it (each, a “Fully Exercising
Purchaser”) of any other Purchaser’s failure to do likewise. During the seven
(7) day period commencing after receipt of such information, each Fully Exercising
Purchaser shall be entitled to obtain that portion of the New Securities for which
Purchasers were entitled to subscribe but which were not subscribed for by the Purchasers
which is equal to the proportion that the number of shares of Common Stock issued and
held by such Fully Exercising Purchaser bears to the total number of shares of Common
Stock issued and held by all Fully Exercising Purchasers who wish to purchase such
unsubscribed shares.  






	  	8.4       
If
all New Securities referred to in the Offer Notice are not elected to be purchased or
obtained as provided in Section 8.3 hereof, the Company may, during the sixty (60) day
period following the expiration of the period provided in Section 8.3 hereof, offer the
remaining unsubscribed portion of such New Securities to any person or persons at a price
not less than, and upon terms no more favorable to the offeree than, those specified in
the Offer Notice. If the Company does not enter into an agreement for the sale of the New
Securities within such period, or if such agreement is not consummated within sixty (60)
days of the execution thereof, the right provided hereunder shall be deemed to be revived
and such New Securities shall not be offered unless first reoffered to the Investors in
accordance with this Section 8.4.  






	            	8.5       
The
right of first offer in this Section 8 shall not be applicable to Exempted Securities. 






	 	2.6. 	The
following Section 9 will be added: 






	 	9. 	Right
First Refusal.  






	 	
In
the event that, during the twelve month period following the Closing Date,  DataSafe
proposes to Transfer all or any portion of the Common Shares held by it (a “Proposed
Transfer”) to a Person other than one or more of its Affiliates (a “Proposed
Transferee”), DataSafe shall, subject to the provisions of Section 10 hereof,
Transfer such Common Shares pursuant to and in accordance with the provisions of this
Section 9. 






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	  	9.1       
DataSafe
shall deliver written notice (the “DataSafe Offer Notice”) of its desire to
consummate the Proposed Transfer to the Purchasers, with a copy to the Company, and shall
otherwise comply with the provisions of this Section 9 and, if applicable, Section 10.
The DataSafe Offer Notice shall specify (i) the number of Common Shares and type of
securities of DataSafe proposed to be Transferred in the Proposed Transfer (the “Offered
Shares”), (ii) the consideration per Common Share to be paid for the Offered Shares
(the “Offer Price”), (iii) the identities of the Proposed Transferees and (iv)
all other material terms and conditions of the Proposed Transfer. In the event that the
price set forth in the DataSafe Offer Notice is stated in consideration other than cash
or cash equivalents, the Board of Directors of the Company shall determine the fair
market value of such consideration, reasonably and in good faith, and the Purchasers may
exercise their Right of First Refusal (as defined below) by payment of such fair market
value in cash or cash equivalents. The DataSafe Offer Notice shall constitute an
irrevocable offer to sell all of the Offered Shares to the Purchaser on the basis
described below at a purchase price per share equal to the Offer Price, and on the same
terms as set forth in the DataSafe Offer Notice.  






	  	9.2       
For
a period of fourteen (14) days after the giving of the DataSafe Offer Notice (the “Option
Period”), each Purchaser shall have the right (the “Right of First Refusal”)
to purchase, at a purchase price per share equal to the Offer Price and upon the terms
and conditions set forth in the DataSafe Offer Notice, that number of the Offered Shares
equal to the product obtained by multiplying (1) the number of Offered Shares by (2) a
fraction, the numerator of which is the total number of Common Shares held by such
Purchaser on the date of the DataSafe Offer Notice and the denominator of which is the
total number of shares of Common Stock then held by all the Purchasers on the date of the
DataSafe Offer Notice subject to increase as provided below. To the extent one or more
Purchasers elect not to exercise their Right of First Refusal, then the rights of the
other Purchasers (who exercise their Right of First Refusal) to purchase Common Shares
shall be increased proportionately based on their relative holdings by the full amount of
Common Shares which the non-electing Purchasers were entitled to purchase pursuant to
this Section 9. The right of the Purchasers to purchase the Offered Shares under this
Section 9 is only exercisable if some or all of the Purchasers elect to collectively
purchase all (and not less than all) of the Offered Shares and shall be exercisable by
delivering written notice of the exercise thereof, prior to the expiration of the Option
Period, to DataSafe, with a copy to the Company, which notice shall state the number of
the Offered Shares elected to be purchased by such Purchaser. The closing for any
purchase of the Offered Shares by the Purchasers hereunder shall take place within thirty
(30) business days after the expiration of the Option Period.  






	  	9.3       
In
the event that the Purchasers do not elect to exercise their Right of First Refusal with
respect to all of the Offered Shares, DataSafe may consummate the sale of the remaining
Offered Shares to the Proposed Transferee on the terms and conditions set forth in the
DataSafe Offer Notice, subject to the provisions of Section 10. If DataSafe’s
Transfer to the Proposed Transferee is not consummated in accordance with the terms of
the Proposed Transfer during the time period set forth in Section 10.4, the Proposed
Transfer shall be deemed to lapse, and any Transfers of Common Shares pursuant to such
Proposed Transfer shall be deemed to be in violation of the provisions of this Agreement
unless the Purchasers are once again afforded the Rights of First Refusal provided for
herein with respect to such Proposed Transfer.  






	 	9.4        
It
is agreed that the provisions of this Section 9 and of Section 10 hereof, shall not apply
on a Proposed Transfer to a Permitted Transferee.  






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	 	2.7. 	The
following Section 10 will be added: 






	 	10. 	Purchaser
Co-Sale Option.  






	 	
In
the event that DataSafe proposes to Transfer all or any portion of its Common Shares to a
Proposed Transferee, and the Right of First Refusal under Section 9 (to the extent
applicable) is not exercised with respect to all of the DataSafe Offered Shares, DataSafe
may Transfer such Common Shares (the “Co-Sale Shares”) only pursuant to and in
accordance with the provisions of this Section 10. 






	 	10.1        
DataSafe
shall deliver written notice (“Co-Sale Notice”) of its desire to consummate the
Proposed Transfer to Purchasers, with a copy to the Company, specifying (i) the number
and type of Co-Sale Shares proposed to be Transferred, (ii) a statement that the
Purchasers have not elected to exercise their Right of First Refusal with respect to the
Co-Sale Shares, (iii) the consideration per Common Share to be paid for such Co-Sale
Shares, (iv) the identities of the Proposed Transferees and (v) all other material terms
and conditions of the Proposed Transfer.  






		10.2         
Each Purchaser
shall have the right to participate in the Proposed Transfer on the terms and conditions
herein stated (the “Co-Sale Option”), which right shall be exercisable within
seven (7) days after receipt of the Co-Sale Notice upon written notice (the “Co-Sale
Acceptance Notice”) to DataSafe. The Co-Sale Acceptance Notice shall indicate the
maximum number of Common Shares such Purchaser wishes to Transfer on the terms and
conditions stated in the Co-Sale Notice.  






	  	10.3       
Each
such Purchaser shall have the right to exercise its Co-Sale Option and sell a portion of
its Common Shares pursuant to the Proposed Transfer which is equal to or less than the
product obtained by multiplying (i) the total number of Co-Sale Shares to be sold to a
Proposed Transferee pursuant to the Proposed Transfer by (ii) a fraction, the numerator
of which is the total number of shares of Common Stock held by such Purchaser on the date
of the Co-Sale Notice, and the denominator of which is equal to the sum of the total
number of shares of Common Stock held by DataSafe and by all of the Purchasers.  






	  	10.4       
Within
ten (10) days after the date by which the Purchasers were required to deliver the Co-Sale
Acceptance Notice to DataSafe, DataSafe shall notify each participating Purchaser of the
number of Common Shares elected to be sold by such Purchaser that will be included in the
sale and the date on which the Proposed Transfer will be consummated, which shall be no
later than thirty (30) days after the date by which the Purchasers were required to
notify DataSafe of their intent to exercise the Co-Sale Option.  






	  	10.5       
Any
Purchaser may effect its participation in any Proposed Transfer hereunder by delivery to
DataSafe for delivery to the Proposed Transferee, of one or more instruments or
certificates, properly endorsed for Transfer, representing the Common Shares it elects to
sell therein, provided that no such Purchaser shall be required to make any
representations or warranties or provide any indemnities in connection therewith beyond
which is commercially reasonable; provided that in no event shall any Purchaser be
required to make any representations and warranties regarding, or provide any indemnities
with respect to, the operations or financial condition of the Company. At the time of
consummation of the Proposed Transfer, the Proposed Transferee shall remit directly to
each such Purchaser that portion of the sale proceeds to which such Purchaser is entitled
by reason of its participation therein.  






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	  	10.6       
Promptly
after such sale, DataSafe shall notify each participating Purchaser of the consummation
thereof and shall furnish such evidence of the completion and time of completion of such
sale and of the terms thereof as may reasonably be requested by any such Purchaser. So
long as the Proposed Transferee is neither a party, nor an Affiliate of a party, to this
Agreement, such Proposed Transferee shall take the Common Shares so Transferred free and
clear of any further restrictions of this Section 10. In the event that the Proposed
Transfer is not consummated within the period required by Section 10.4 hereof or the
Proposed Transferee fails timely to remit to each participating Purchaser its portion of
the sale proceeds, the Proposed Transfer shall be deemed to lapse, and any Transfers of
Offered Shares pursuant to a Proposed Transfer shall be deemed to be in violation of the
provisions of this Agreement unless DataSafe once again complies with the provisions of
Sections 9 and 10 hereof with respect to such Proposed Transfer.  






	 	2.8.	Section
12 will be amended to read as follows: “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 state           and federal
courts located in 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.”






     	3.	
          Governing Law and Jurisdiction. This Amendment shall be governed by and
          interpreted in accordance with the provisions of the “Governing Law”
          Section of the Registration Rights Agreement. 


          



     	4.	
          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. 


          



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




	FUTUREIT, INC.



By:
——————————————

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



By:
——————————————

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











	PURCHASER



By:
——————————————

Name: _________________
Title: __________________
Date: __________________		







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