SB-2










Exhibit 10.11  



AMENDMENT TO
SUBSCRIPTION AGREEMENT 



THIS AMENDMENT TO SUBSCRIPTION AGREEMENT
(the “Amendment”), dated as of _______, 2007, is entered into
by and between FUTUREIT, INC., a Delaware corporation (the “Company”),
and the persons or entities listed on Schedule 1 hereof (the
“Purchaser” and collectively, the “Purchasers”). 



W I T N E S S E T H: 



WHEREAS, The Company and the
Purchasers have entered into a Subscription Agreement on ______ __, 2007 (the
“Agreement”) whereby the Purchasers subscribe for the purchase of Units
(as such term is defined in the Agreement) from the Company; 



Whereas, the Company desires
to increase the number of Units and to extend the period of the Additional Closing; 



NOW, THEREFORE, the parties
agree as follows: 



	1.  	The
Agreement. All provisions of the Agreement shall continue to be in
                    full force and effect except for the amendments contained herein. All
                    capitalized terms shall bear the same meaning as in the Agreement. 






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






	 	2.1. 	Whereas
No. 1 will be amended to read as follows: “Whereas, the Company
has duly authorized the issuance, sale and delivery to the Purchasers of a maximum
of 70 units (the “Units”),                     each Unit consisting of (1)
100,000 shares of Common Stock of the                     Company, par value
$0.0001 per share (the “Common Stock”), and                     (2)
Warrants to purchase 46,200 shares of Common Stock at an exercise
                    price of US$0.50 a share (the “Warrants” and
together with the                     Common Stock, the “Securities”),
for a purchase price                     of US$30,000 per Unit, and an aggregate purchase
price of $2,100,000;                     and”. 






	 	2.2. 	Section
1.1(i) will be amended to read as follows: “(i) the
                    Closing (as defined in Section 1.2 below) has not occurred by August
31,                     2007 (or as extended according to the Company’s sole
discretion to                     September 14, 2007), or”. 






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






	 	
“Closing
Date. Certificates representing the Securities underlying the Units to be
purchased by the Purchasers  hereunder, in definitive form, shall be delivered by
or on behalf of the Company to the Escrow Agent for the account  of each such
Purchaser, in consideration of payment of the Purchase Price to the Escrow Agent, at the
offices of  Carter Ledyard & Milburn at 9:30 a.m., New York time on August 31,
2007, or at such other time and date as J.H Darbie  & Co., Inc. (the
“Placement Agent”) and the Company may agree upon in writing, such date being
referred to herein as  the “Closing Date”. A closing can occur with
respect to the sale and purchase of at least 25 Units.” 


















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






	 	
“Additional
Closings. In the event that not all 70 Units have been sold prior to the
Closing Date, at one or more additional closings to be held prior to August 31,
2007 (or as extended according to the Company’s sole discretion to September
14, 2007), any additional purchasers (the “Additional Purchasers”) may
purchase any remaining Units at a purchase price of US$30,000 per Unit pursuant to
the terms of this Agreement (the “Additional Investment”) at a subsequent
closing or closings (each an “Additional Closing”). 






	 	
Simultaneously
with the consummation of an Additional Closing, the Additional Purchasers shall execute
and deliver to the Company, a counterpart signature page to this Agreement and
Schedule 1 hereof shall be amended accordingly. Upon the consummation of an
Additional Closing, each Additional Purchaser(s) shall be deemed (and shall be referred
to herein as) a Purchaser hereunder for all purposes.” 






	3. 	Representation
of Purchaser. The Purchaser represents that he received           and reviewed the
Confidential Private Placement Memorandum of the Company dated           May 10, 2007;
and the First Amendmentto the Confidential           PrivatePlacement
Memorandum of the Company dated August 9, 2007. 






	4. 	Governing
Law and Jurisdiction. This Amendment shall be governed by and           interpreted
in accordance with the laws of the State of New York. Each of the           parties
consents to the exclusive jurisdiction of the courts of New York, New           York in
connection with any dispute arising under this Amendment and hereby           waives, to
the maximum extent permitted by law, any objection, including any           objections
based on forum non conveniens, to the bringing of any such           proceeding in
such jurisdiction. 






	5. 	Expenses.
Each party shall pay its own legal and other fees and expenses           with respect to
the negotiation, execution, delivery and performance of this           Amendment. 






	6. 	Counterparts;
Facsimile Signatures. This Amendment may be signed in one           or more
counterparts, each of which shall be deemed an original. Facsimile           signatures
shall be considered originals. 






[Signature Pages Follow]  



2










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









	FUTUREIT, INC.



By:
——————————————

Name: Shmuel Bachar
Title: Chairman
Date: _________, 2007.		







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


Signature: ____________________

Name: _______________________

Date: ________________________



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