SB-2











Exhibit 10.4  



NEITHER THESE SECURITIES NOR THE
SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
OR BLUE SKY LAWS. 



FUTUREIT, INC. 



SECURED PROMISSORY NOTE 



		
		
		
	$_____	January ___, 2007 







        FOR
VALUE RECEIVED, upon the terms and subject to the conditions set forth in this secured
promissory note (this “Note”), FUTUREIT, INC., a Delaware
corporation (the “Company”), promises to pay to ______ (together with its
successors and permitted assigns, the “Lender”), or to its order, the
principal amount of $_______ loaned by the Lender to the Company pursuant to the Loan
Agreement (as defined herein), together with interest thereon as specified in §3
hereof. 



        This
Note is one of a series of Secured Promissory Notes containing substantially identical
terms and conditions (the “Notes”) being issued to the Lenders (the
“Lenders”) pursuant to a Loan Agreement dated January __, 2007 (the
“Loan Agreement”) among the Company, the Lender and the other Lenders
named therein. The Notes are pari passu such that all Notes are ranked equally, and
no payments shall be made under this Note unless a pro rata payment is simultaneously made
under all other Notes. 



        The
Note will be senior in all respects (including the right of payment) to all other
indebtedness of the Company now existing or hereafter incurred. 



             §1.    
          Maturity; Interest. 



        Maturity.
          The entire principal amount hereof, and all accrued and unpaid interest
thereon,           shall become due and payable on the sooner to occur of (i) within
three (3)           business days following the receipt of funds by the Company from
private           placements or a public offering of shares of the Company’s common
stock,           par value $0.0001 per share, in which the Company cumulatively raises a
minimum           aggregate sum of $1,500,000 (in which event the Company shall set aside
the           amount of money required to pay the entire principal amount under all of
the           Notes and all accrued and unpaid interest thereon), or (ii) twelve (12)
months           from the date hereof. All payments made by the Company hereunder shall
be made           without any deduction, set-off or withholding, and shall be credited
first to           the accrued interest then due and payable and the remainder applied to
the           outstanding principal, except that the Company shall deduct from any
payments           due hereunder, all amounts that it is required to withhold under
applicable law.  















        Interest.           This
Note shall bear interest on the principal amount outstanding and unpaid           from
time to time at a rate of ten percent (10%) per annum (the           “Interest”),
compounded annually, from the date hereof until           5:00 p.m. New York, NY, time on
the date of repayment; provided that, in the           event that an Event of Default (as
defined in Section 3 below) occurs and is           existing, the accrued Interest on
this Note shall automatically increase to           eighteen percent (18%) or the maximum
rate allowed by applicable law, whichever           is less, compounded annually, from
the date of the Event of Default. Interest           shall be calculated monthly on the
basis of a 365 day year and shall accrue for           the actual number of days elapsed
until repayment and shall be payable upon           maturity unless paid prior to such
date as provided in §2hereto. Interest shall be paid in quarterly
installments on each           April 30, July 31, October 31 and January 31 (or the next
succeeding Business           Day) and the maturity date hereof.  




        Payment
Mechanism. Any payment of principal or Interest under this Note shall be
conclusively deemed to have been made if made by wire transfer of immediately available
funds to a bank account specified in writing to the Company or, if no such bank account
is specified, by deposit of the required amount in an escrow account of an attorney or
any other escrow agent determined by the Company in its discretion. No Interest will
accrue commencing from the date of such transfer or deposit.  




             §2.    
          Prepayment. The Company shall have the right to prepay, in whole
          or in part, the unpaid principal amount of the Notes or Interest accrued
          thereon, without requiring the prior written consent of the Lenders and without
          any penalty. 



             §3.    
          Event of Default. Any of the following events or circumstances
          (each an “Event of Default”) which shall occur prior to the
          payment in full of the Loan amount and Interest: 



             (a)    
          the Company shall fail to pay any amount of principal amount or interest on the
          date on which such amount is due and payable hereunder, whether on demand or
          otherwise; or 



             (b)    
          the Company shall fail to cure any breach of its other covenants, agreements or
          obligations hereunder or under the Security Agreement (as defined below) within
          seven (7) business days after the Company becomes aware of such breach; or 



             (c)    
          any representation or warranty or certification made by the Company in the Loan
          Agreement or the Security Agreement shall have been false or misleading in any
          material respect when made; or 



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             (d)    
          the Company or any of its subsidiaries shall make a general assignment for the
          benefit of creditors, or admit in writing its inability to pay its debts as they
          mature or become due, or shall petition or apply for the appointment of a
          trustee or other custodian, liquidator or receiver of the Company or such
          subsidiary or of any substantial part of its assets or shall commence any case
          or other proceeding relating to its assets under any bankruptcy, reorganization,
          arrangement, insolvency, readjustment of debt, dissolution or liquidation or
          similar law of any jurisdiction, or shall take any corporate action to authorize
          or in furtherance of any of the foregoing; or any such petition or application
          shall be filed or any such case or other proceeding shall be commenced against
          the Company or any of its subsidiaries, and the same shall not have been
          dismissed within 30 days of the filing or commencement thereof or the Company or
          such subsidiary shall indicate its approval thereof, consent thereto or
          acquiescence therein; or a decree or order shall be entered appointing any such
          trustee, custodian, liquidator or receiver or adjudicating the Company or such
          subsidiary bankrupt or insolvent, or approving a petition in any such case or
          other proceeding, or a decree or order for relief shall be entered in respect of
          the Company or such subsidiary in an involuntary case under any such bankruptcy
          or insolvency laws, and such decree, order, judgment, petition or other
          proceeding shall not have been dismissed within 30 days of the filing or
          commencement thereof; or 



             (e)    
          the Company or any of its subsidiaries shall take any corporate action to
          liquidate its assets or dissolve, or shall take any corporate action to
          consolidate or merge with or into any other corporation or business entity
          unless the Company or such subsidiary shall be the surviving legal entity of
          such consolidation or merger or the surviving legal entity of such consolidation
          or merger shall have assumed in full by a written instrument the obligations
          under and in respect of this Note. 



             §4.    
          Negative Covenants. Until all of the Company’s
          obligations under this Note are paid and performed in full, neither the Company
          nor any of its subsidiaries shall, without the prior written consent of a
          representitive of the Lenders that will be acceptable to the Company and J.H.
          Darbie & Co., Inc. (the “Representative”): 



             (a)    
          as to the Company only, create, incur, assume, or suffer to exist any liens,
          claims, options, charges, pledges, security interests, trusts, encumbrances,
          rights, mortgages or restrictions of any nature upon any of its property or
          assets, whether now owned or hereafter acquired, except in the ordinary course
          of busniness; 



             (b)    
          as to the Company only, assume, guarantee, endorse, contingently agree to
          purchase, become liable in respect to any letter of credit, or otherwise become
          liable upon the obligation of any person or entity, except pursuant to the
          Option Agreement (as defined in the Loan Agreement); 



             (c)    
          materially change the nature of its business or engage in any business unrelated
          to the business currently being conducted by the Company or such subsidiary (as
          applicable); 



             (d)    
          sell, lease, or otherwise dispose of, or agree to sell, lease, or otherwise
          dispose of, any of its assets, properties, rights, or claims, except for sales
          of inventory in the ordinary course of business; 



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             (e)    
          except as set forth on Schedule 4(e) attached hereto and transactions in
          the ordinary course of business that are not material to the Company and its
          subsidiaries taken as a whole, directly or indirectly enter into or permit to
          exist any material transaction with any Affiliate of the Company. For these
          purposes, “Affiliate” means, with respect to any Person, any
          Person that owns or controls directly or indirectly such Person, any Person that
          controls or is controlled by or is under common control with such Person, and
          each of such Person’s senior executive officers, directors, and partners.
          “Person” means any individual, sole proprietorship,
          partnership, limited liability company, joint venture, trust, unincorporated
          organization, association, corporation, institution, public benefit corporation,
          firm, joint stock company, estate, entity or governmental agency; or 



             (f)    
          incur any additional debt following the date hereof to financial institutions
          and to Affiliates in an amount in excess of $270,000 in the aggregate. 



        The
initial Representative shall be Eial Diskin, until replaced by Note holders holding
$200,000 or more in principal amount of Notes (any replacement Representative to be
reasonably acceptable to the Company). 



             §5.    
          Affirmative Covenants. The Company covenants and agrees
          that, until payment in full of the outstanding obligations under this Note, each
          of the Company and its subsidiaries shall comply with the following: 



             (a)    
          Good Standing. Each such entity shall maintain its corporate existence in
          its jurisdiction of incorporation and maintain qualification in each
          jurisdiction in which the failure to so qualify could have a material adverse
          effect on the business, assets or financial condition of such entity taken as a
          whole. 



             (b)    
          Compliance with Laws. Each such entity shall comply in all material
          respects with all statutes, laws, ordinances and government rules and
          regulations to which it is subject. 



             (c)    
          Financial Statements, Reports. The Company shall deliver to the
          Representative on behalf of the Lenders: (i) all financial management accounts
          and financial reports delivered to its Board of Directors (ii) audited financial
          statements of the Company prepared in accordance with GAAP, consistently
          applied; (iii) if applicable, copies of all statements, reports and notices sent
          or made available generally by the Company to its security holders; and (iv)
          promptly upon receipt of notice thereof, a report of any legal actions pending
          or threatened against the Company that could result in damages or costs to the
          Company of $30,000 or more. 



             (d)    
          Access. The Company shall permit the Representative to examine its books
          of account and records and to discuss the Company’s affairs, finances and
          accounts with its officers, all at such reasonable times as may be requested by
          the Representative, and after reasonable coordination with the Company. 



             §6.    
          Exchange. In case of transfer as set out in §8 below, this
          Note shall be exchangeable, upon the surrender hereof by the Lender at the
          principal office of the Company, for new promissory notes of like tenor and date
          representing in the aggregate the then outstanding principal balance hereof
          (together with interest theretofore accrued and unpaid), each of such new notes
          to evidence the portion of such then outstanding principal balance (and accrued
          and unpaid interest on such principal amount) as shall be designated by the
          Lender at the time of such transfer and surrender. 



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             §7.    
          Loss, Theft, Destruction or Mutilation of Note. Upon receipt by
          the Company of evidence reasonably satisfactory to it of the loss, theft,
          destruction or mutilation of this Note, and, in case of loss, theft or
          destruction, of indemnity or security reasonably satisfactory to it, and upon
          reimbursement to the Company of all reasonable expenses incidental thereto, and
          upon surrender and cancellation of this Note, if mutilated, the Company will
          make and deliver a new promissory note of like tenor and date, and in the
          principal balance then outstanding, in lieu of this Note. 



             §8.    
          Title to Note. Subject to the prior written consent of the
          Company, this Note and all rights hereunder are transferable (subject to
          applicable law), in whole or in part, at the office or agency of the Company by
          the Lender in person or by a duly authorized attorney, upon surrender of this
          Note together with an assignment hereof properly endorsed. Until transfer hereof
          on the registration books of the Company, the Company may treat the registered
          Lender as the owner hereof for all purposes. The Company may not assign, endorse
          or transfer any of its rights or obligations under this Note. 



             §9.    
          Security Interest and Collateral. This Note shall be
          secured by a security interest in all of the assets of the Company pursuant to
          that certain Security Agreement as of the date hereof made by the Company in
          favor of the lenders listed on Schedule 1 thereto. 



             §10.    
          Communications and Notices. All notices, demands, requests,
          certificates or other communications hereunder must be in writing, either
          delivered in hand or sent by private expedited courier for overnight delivery
          with signature required or by facsimile, in each such case, such notice, demand,
          request, certificate or other communications being deemed to have been given
          upon delivery, transmission or receipt, as the case may be (if sent by facsimile
          upon electronic confirmation of receipt or, if transmitted on a non-business
          day, on the first business day following transmission and electronic
          confirmation of receipt), or by certified mail, postage prepaid, in which case,
          such notice, demand, request, certificate or other communications shall be
          deemed to have been given five (5) business days after the date on which it is
          first deposited in the mails, and, if to the Company, shall be addressed to it
          at its principal place of business referred to in the first paragraph hereof, or
          at such other address as the Company may hereafter designate in writing by
          notice to the registered Lender, addressed to the Lender at the address of the
          Lender as shown on the books of the Company, one day after deposit with a
          nationally recognized overnight courier, specifying next day delivery, or two
          days after deposit with an internationally recognized overnight courier,
          specifying two day delivery, in either case with written verification of
          receipt. 



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             §11.    
          Miscellaneous. 



             (a)    
          THIS NOTE SHALL BE BINDING UPON THE COMPANY’S SUCCESSORS IN TITLE AND
          ASSIGNS. THIS NOTE SHALL CONSTITUTE A CONTRACT AND, FOR ALL PURPOSES, SHALL BE
          CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF DELAWARE (WITHOUT
          REGARD TO THE LAWS OR RULES OF LAW APPLICABLE TO CONFLICT OR CHOICE OF LAW). ANY
          DISPUTES ARISING UNDER OR IN RELATION TO THIS NOTE SHALL BE RESOLVED EXCLUSIVELY
          BY THE COMPETENT COURTS OF THE STATE OF DELAWARE. 



             (b)    
          The Company hereby irrevocably waives notice of acceptance, presentment, notice
          of nonpayment, notice of any Event of Default under this Note, protest, notice
          of protest, suit and all other conditions precedent in connection with the
          delivery, acceptance, collection and/or enforcement of this Note or any
          collateral or security therefor. The failure of either the Company or the Lender
          to exercise any or all of its rights, remedies, powers or privileges hereunder
          in any instance shall not constitute a waiver thereof in that or any other
          instance. 



             (c)    
          Should all or any part of the indebtedness represented by this Note be collected
          by action at law, or in bankruptcy, insolvency, receivership or other court
          proceedings, or should this Note be placed in the hands of attorneys for
          collection after default, the Company hereby promises to pay to the Lender, upon
          demand by the Lender at any time, in addition to the outstanding principal
          balance of and accrued interest on, and all (if any) other amounts payable on or
          in respect of this Note, all court costs and reasonable attorneys’ fees and
          other collection charges and expenses incurred or sustained by the Lender. 



             (d)    
          No provision of this Note shall be waived or modified without the written
          consent of the Company and the Lenders holding at least sixty six percent (66%)
          of the principal amount of the outstanding Notes. Any amendment or waiver
          effected in accordance with this §8(d) shall be binding upon the Company,
          the holders of all outstanding Notes and any transferee of such Notes. 



        IN
WITNESS WHEREOF, the Company has caused this Note to be signed in its corporate name
and its corporate seal to be impressed hereon by its duly authorized officers. 





			FUTUREIT, INC.



By: 
——————————————

Name:
Title:






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FORM OF LENDER
ASSIGNMENT 



(To be signed only on transfer of Note) 



FUTUREIT, INC. 



        For
value received, the undersigned hereby sells, assigns, and transfers unto
               
all right, title and interest in and to [insert percentage] of the within Note, dated
January __, 2007, of FutureIT, Inc., and appoints
                    
Attorney to transfer such right on the books of said Company with full power of
substitution in the premises. 



			
			
			
	Dated: __________	 
	 	______________________________
	 	 	(Signature must conform in all respects to name of registered holder as specified on the face of the Note)
	 
	 
	 	______________________________
	 	 	(Address)
	 
	 
	 
	Signed in the presence of:
	 
	 
	 
	______________________________





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