SB-2











Exhibit 10.2  


LOAN AGREEMENT


Made as of the 26th day of January, 2007


by and among


FutureIT, Inc.


and


The Lenders listed therein









LOAN AGREEMENT


          THIS
LOAN AGREEMENT (this “Agreement”) made as of the 26th day of January, 2007, by
and among FutureIT, Inc., a Delaware Corporation, (the “Company”), and the
persons and entities identified in Schedule 1 attached hereto (each a “Lender”
and collectively the “Lenders”).


W I T N E S S E T H:


          WHEREAS,
the Company is seeking equity financing;


          WHEREAS,
the Company requires until the consummation of the aforementioned financing, an
infusion of funds in order to conduct its business activities and to register
its shares of common stock; and


          WHEREAS,
the Lenders are willing to make available loans to the Company on the terms and
conditions set forth in this Agreement;


          NOW,
THEREFORE, the parties hereto hereby agree as follows:


          1.          Loan
and Issuance of Shares. The Lenders will lend to the Company, severally and
not jointly, an aggregate minimum of US$250,000 and a maximum of US$375,000
(the “Loans”), in units of $25,000, in the respective amounts set forth next to
the name of each Lender in Schedule 1 hereto. Each Lender, severally and
not jointly, will transfer its portion of the Loan to the Company by wire
transfer of immediately available funds at the Closing (as defined below). The
Company has authorized the issuance, in accordance with the terms hereof, of
(i) the Company’s Promissory Notes in the aggregate principal amount of up to
$375,000 (collectively, the “Notes” and individually a “Note”), and (ii) 90,000
shares of common stock, par value $0.0001 per share of the Company (“Common
Stock”) (which represents approximately 0.465% of the total number of
outstanding shares of Common Stock on a fully diluted basis as of the date
hereof) for each $25,000 unit of the Notes provided according to this Agreement
and an aggregate of 1,350,000 shares of Common Stock (the “Shares”) (which
represents approximately 6.98% of the total number of outstanding shares of
Common Stock on a fully diluted basis as of the date hereof), assuming the
full amount of $375,000 in Loans is provided to the Company. Each Note will be substantially in the form set
forth in Exhibit A hereto (for the purposes hereof, “fully-diluted basis”
does not include any securities to be issued in connection with one or more
equity rounds that may take place after the date of this Agreement). The
Company agrees that upon, and subject to, receipt of the principal amount of
each Note from each Lender, to issue to such Lender (i) a Note in the principal
amount set forth opposite such Lender’s name on Schedule 1, (ii) the number of
Shares set forth opposite such Lender’s name on Schedule 1, and (iii) validly
executed stock certificates covering the Shares, issued in the name of such
Lender. The amount of the par value of the Shares issued to each Lender will be
deducted by the Company from such Lender’s Loan (and the principal amount of
the Loan will be reduced accordingly so that all the Shares issued to such Lender shall be fully paid-up and  nonassesable.













          2.          Effectiveness.
The obligations of the Lenders pursuant to this Agreement are subject to (a)
the receipt by the Lenders of the following: (i) duly executed resolutions of
the Company’s Board of Directors authorizing the Company to enter into this
Agreement and its exhibits and schedules and
the issuance of the Shares to the Lenders against and subject to payment of the
Loan amounts as set out herein, in the form attached hereto as Schedule 2(A), which shall be provided by the
Company to the Lenders upon the execution by the Lenders of this Agreement, and
(ii) a certificate of the Company’s legal existence and good standing and a
certified copy of the Company’s Certificate of Incorporation, each issued by
the Secretary of State of the State of Delaware, dated as closely as possible
to Closing and in no event earlier than three days prior to Closing; and (b)
the requirement that an aggregate minimum of US$250,000 be transferred by all
of the Lenders to the Company pursuant to this Agreement; The date on which all
of the above documentation shall be executed and delivered to the reasonable
satisfaction of a majority in interest of the Lenders shall be referred to
herein as the “Closing”, provided however, that the Closing shall occur no
later than January 26, 2007 or such later date approved in writing by the
Company and a majority in interest of the Lenders. The Closing shall be subject
to the execution of this Agreement by the Company and all Lenders. 




          The
Loans will be paid by wire transfer of immediately available funds to the
following bank account of the Company:


          Future
IT, Inc.

          Account Number
0344911

          Israel Discount
Bank of New York

          511 Fifth Avenue

          New York, NY 10017

          ABA # 026009768
(for wires within the US)

          SWIFT code IDBYUS33


          3.          Use
of Proceeds. The Company will use the proceeds from the Loans solely for
paying expenses of preparation of this Agreement, to make payments under the
Option Agreement (defined in Section 7.1 (b) below) (which such payments shall
be made by the Company pursuant to its execution of the Option (as such term is
defined in Section 7.1(b) below) under the Option Agreement as soon as possible
following the Closing), working capital and for preparation of a registration
statement to register shares of the Common Stock with the Securities and
Exchange Commission under the Securities Act of 1933 (the “Securities Act”).


          4.          Adjustments.
If after the date hereof the number of outstanding shares of Common Stock shall
be changed into a different number by reason of any stock dividend, stock
split, combination of shares, reclassification, recapitalization, spin-off or
other similar event affecting the capital stock of the Company, the number of
Shares owned by each of the Lenders shall be proportionately adjusted.


-2-










          5.          Registration
Rights. The Shares will be registered pursuant to the initial registration
statement to be filed by the Company for the registration of the shares of
Common Stock issued in private placements or a public offering of the Common
Shares in which the Company cumulatively raises a minimum aggregate sum of
$1,500,000, prior to commencement of trading. In addition,
as to any such Shares that were not sold by a Lender pursuant to the initial registration
statement until such time as all such Shares have been sold, any Lender can submit
a written request to the Company and the Company shall cause to be included for
registration under the Securities Act all of the Shares that each such Lender has
requested to be registered in the next registration statement that the Company will
file under the Securities Act.





          6.          Security.
The Notes shall be secured by a perfected first priority lien (the “Lien”) covering
all of the assets of the Company, in the form attached hereto as Exhibit B (the
“Security Agreement”).  


          7.          Representations
and Warranties of the Company.


                       The
Company hereby represents and warrants to the Lenders, and acknowledges that the
Lenders are entering into this Agreement in reliance thereon, as follows:


          7.1        Organization.


                                   (a)          The
Company is duly organized, validly existing and in good standing under the laws
of the State of Delaware, and has full corporate power and authority to own, lease
and operate its properties and assets and to conduct its business as now being conducted.
The Company has all requisite power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby.



                                   
(b)        The Company has the
option (the “Option”) to purchase all the issued and outstanding shares of Future
IT Ltd. (the “Israeli Subsidiary”), a company duly organized and, validly existing
under the laws of the State of Israel in accordance with the Option Agreement in
the form attached hereto as Exhibit C (the “Option Agreement”), which such
Option the Company shall exercise pursuant to the terms of the Option Agreement
as soon as possible following the Closing. The Israeli Subsidiary has the power
and authority to own, lease and operate its properties and assets and to conduct
its business as now being conducted.  



                                   
(c)        Future IT Software
Limited a company duly organized and validly existing under the laws of England
(the “UK Subsidiary” and together with the Israeli Subsidiary, the “Subsidiaries”)
is wholly-owned by the Company; however the UK Subsidiary is negotiating with a
party who has expressed interest in acquiring an equity share of approximately 25%
in the UK Subsidiary.  


          7.2          Authorization;
Approvals. All corporate action on the part of the Company necessary for the
authorization, execution, delivery, and performance of all of Company’s obligations under this Agreement, the Notes and
the Security Agreement has been taken.

-3-









          7.3          No
Breach. Neither the execution and delivery of this Agreement nor compliance
by the Company with the terms and provisions hereof, will conflict with, or result
in a breach or violation of, any of the terms, conditions and provisions of: (i)
the Company’s Certificate of Incorporation, the Company’s By-Laws, or other governing
instruments of the Company, or the organizational documents of any of the Subsidiaries,
(ii) any judgment, order, injunction, decree, or ruling of any court or governmental
authority, domestic or foreign, (iii) any agreement,
contract, lease, license or commitment to which either the  Company or any Subsidiary
is a party or to which any of them is subject, or (iv) law applicable to any of
the Company or any Subsidiary. The execution, delivery and compliance Agreement
will not (a) give to others any rights, including rights of termination, cancellation
or acceleration, in or with respect to any agreement, contract or commitment referred
to in this paragraph, or to any of the properties of the Company or any Subsidiary,
or (b) otherwise require the consent or approval of any person, which consent or
approval has not heretofore been obtained.


          7.4          Enforceability.
The execution and delivery of this Agreement, the Notes and the Security Agreements
by the Company, and the issuance and sale by the Company of the Shares, are and
will result in legally binding obligations of the Company, enforceable against it
in accordance with the respective terms and provisions hereof and thereof, except
to the extent that (a) such enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors’ rights, and (b) the availability of the remedy of specific
performance or injunctive or other equitable relief will be subject to the discretion
of the court before which any proceeding therefor may be brought.


          7.5          The
Shares. The Shares have been duly authorized and when issued in accordance with
this Agreement shall be duly and validly issued, fully-paid up and nonassesable
and shall be free and clear of any liens, encumbrances, claims, or third party rights
of any kind imposed by, or on behalf of, the Company.


          7.6          Legal
Proceedings. There is no (i) action, suit, claim, proceeding or investigation
pending or, to the Company’s knowledge, threatened against, affecting, or related
to the Company or the Subsidiary, at law or in equity, including, without limitation,
(i) before or by any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, (ii)
arbitration proceeding relating to the Company or the Subsidiary pending under collective
bargaining agreements or otherwise or (iii) governmental inquiry pending or, to
the Company’s knowledge, threatened against or affecting the Company or the Subsidiary
(including, without limitation, any inquiry as to the qualification of the Company
or the Subsidiary to hold or receive any license, permit or approval), and to the
Company’s knowledge, there is no basis for any of the foregoing. There is no action
or suit by the Company pending, threatened or contemplated against others.


          7.7          Governmental
Consents. The Company has obtained all consents, approvals, orders, or authorizations
of, or registrations, qualifications, designations, declarations, or filings with,
any governmental authority, required on the part of the Company in connection with
the valid execution and delivery of this Agreement or the consummation of any other
transaction contemplated hereby.


          7.8          Capitalization.


          (a)          On
the date hereof, before giving effect to the transactions contemplated by this Agreement,
the authorized capital stock of the Company consists of 20,000,000 shares of Common
Stock, $0.0001 par value per share, of which 15,500,000 shares are issued and outstanding, all of which are
owned beneficially and of record as set forth in Schedule 7.8  hereto.


-4-








          (b)          Other
than as set forth on Schedule 7.8 hereto, there are no outstanding rights
or options to subscribe for or purchase from the Company, or any warrants or other
agreements providing for or requiring the issuance by the Company of any capital
stock or other equity interest, or any securities convertible into or exchangeable
for its capital stock or other equity interest. The execution, delivery and issuance
of each of this Agreement and the issuance by the Company of the Shares do not and
will not trigger the rights of and do not and will not require the waiver or consent
of the holders of any rights (either pre-emptive or other) or options to subscribe
for or purchase any securities from the Company, or rights under any warrants or
other agreements providing for or requiring the issuance by the Company of any capital
stock or other equity interest, or any securities convertible into or exchangeable
for its capital stock or other equity interest.


          (c)          The
Company owns all of the outstanding equity interests in the UK. Subsidiary and no
other person has any debt or equity interest therein, or any right, contingent or
otherwise, to acquire any such interest. The Company does not own, directly or indirectly,
any stock or other equity interest in any other corporation, partnership or other
entity.



          7.9          Financial
Statements. The Company has delivered to the Lenders copies of (i) the unaudited
Balance Sheets of the Israeli Subsidiary as at December 31, 2005, March 31, 2006,
June 30, 2006 and September 30, 2006, and the Statements of Profit and Loss of the
Subsidiary as of January 1, 2005, January 1, 2006, April 1, 2006, and July 1, 2006
(such Balance Sheets and Statements of Profit and Loss are referred to herein as
the “Financial Statements”). Each of the Financial Statements is complete and correct
in all material respects, subject to audit, has been prepared in accordance with
Israeli GAAP consistently applied by the Israeli Subsidiary and presents fairly
the financial position and results of operations of the Israeli Subsidiary as at
the dates and for the periods indicated. 


          7.10          Corporate
Records. The Company has delivered to the Lenders true, correct and complete
copies of the certificate of incorporation and by-laws of the Company and comparable
organizational documents of each Subsidiary.



          7.11          No
Encumbrances. All properties and assets of the Company and the UK Subsidiary
are free and clear of any and all liens, charges, claims, security interests or
restrictions of any kind (each an “Encumbrance”). 


          7.12          No
Undisclosed Liabilities. Except for debts and liabilities of the Israeli Subsidiary
in the aggregate amount of $1,200,000 as of December 31, 2006, the Company and the
Subsidiaries do not have any indebtedness, obligations or liabilities of any kind
(whether accrued, absolute, contingent or otherwise, and whether due or to become
due) in excess of $50,000 in the aggregate that would have been required to be reflected
in, reserved against or otherwise described on the financial statements or in the
notes thereto in accordance with applicable GAAP.


-5-









          7.13        Compliance with Laws.


          (a)          Each of the Company and each Subsidiary is in
compliance with all laws of any governmental body applicable to its business or
operations except where failure to be in such compliance will not have a
material adverse effect on the business, liabilities or operations of the Company and the Subsidiaries,
taken as a whole. Neither the Company nor any Subsidiary has received any
written or other notice or been charged with the violation of any laws. To the
best knowledge of the Company, neither the Company nor anye Subsidiary is under
investigation with respect to the violation of any laws and, to the best
knowledge of the Company, there are
no facts or circumstances which could form the basis for any such violation.
Each of the Company and each Subsidiary currently has all permits which are
required for the operation of the respective businesses as presently conducted.


          (b)          Each of the Company and each Subsidiary (i) is not
in default or violation (and no event
has occurred which, with notice or lapse of time or both, would constitute
a default or violation) of any term,
condition or provision of the certificate of incorporation and the by-laws of the Company or the organizational documents
of the applicable Subsidiary (as applicable),
and (ii) is not in default or violation (and no event has occurred which, with notice
or the lapse of time or both, would constitute a default or violation) in any
material respect of any term, condition or
provision of any permit or contract to which it is a party, to which its
business is subject or by which its properties or assets are bound, and to the
best knowledge of the Company there are no
facts or circumstances which could form the basis for any such default or
violation.


          7.14        No Misrepresentation. Neither this Agreement (including the
Schedules
and Exhibits hereto) nor any
document, certificate or instrument furnished by the Company to the Lenders, with respect to the Company or the
Subsidiary, any untrue statement of a material fact or omits to state a material fact necessary to make the statements
therein not misleading.


          8.            Representation and Warranties of the Leaders. Without derogating
from the Lender’s rights to be repaid in accordance
with the provisions of Sections 3, each of the Lenders, severally and not jointly, represents and warrants to the
Company that:


          8.1          The Lender has been advised that this Agreement
and the Shares have not been
registered, under the Securities Act or any securities laws, and therefore
cannot be resold unless they are
registered under the Securities Act and applicable state securities laws or an
exemption from such registration is available;


          8.2          The Lender is aware that the Company is under no
obligation to affect any such
registration with respect to the Shares or to file for or comply with any
exemption from registration except pursuant to Section 5 above;


          8.3          The Lender has not been formed solely for the
purpose of making this investment and is providing the Loan to the
Company and is purchasing the Shares for its own
account for investment, not as a nominee or agent, and not with a view to, or
for resale in connection with, the
distribution thereof;


          8.4          The Lender has knowledge and experience in
financial and business matters, is
capable of evaluating the merits and risks of the transactions evidenced by
this Agreement and can bear the economic consequences of such investment for an
indefinite period of time;


-6-









          8.5          The Lender is an
accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act; and


          8.6          The Lender acknowledges
that the Company has given the Lender access to the corporate records and
accounts of the Company and to all information in its possession relating to the Company
and has furnished the Lender with all documents and other information requested
by the Lender to make an informed decision with respect to the execution of this Agreement.


          9.            Miscellaneous.


          9.1          Each of the parties
hereto shall perform such further acts and execute such further documents as may
reasonably be necessary to carry out and give full effect to the provisions of this
Agreement and the intentions of the parties as reflected thereby.


          9.2          This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware, excluding that body
of law pertaining to conflict of law. Any disputes arising under or in relation to this
Agreement shall be resolved exclusively by the competent courts of the State of Delaware.


          9.3          The terms and provisions of this Agreement
shall be binding upon and inure to the
benefit of, and be enforceable by, the respective successors and assigns of the
parties hereto. This Agreement shall
not inure to the benefit of or be enforceable by any person other than a party
to this Agreement and its successors and assigns.


          9.4          This Agreement and the
Schedules and Exhibits hereto constitute the full and entire understanding and
agreement between the parties with regard to the subject matter hereof and thereof. The
preamble hereto constitutes an integral part hereof. Any term of this Agreement may be amended
and the observance of any term hereof may be waived (either prospectively or
retroactively and either generally or in a particular instance) only with the written consent of the Lenders holding at
least sixty six percent (66%) of the principal amount of the outstanding Notes.


          9.5          All notices and other
communications required or permitted hereunder to be given to a party to this
Agreement shall be in writing and shall be telecopied or mailed by registered or certified
mail, postage prepaid, by recognized national or international overnight courier or otherwise delivered by hand or by
messenger, to the address set forth opposite such party’s name in Schedule 1, or such other address with respect to
a party as such party shall notify
each other party in writing as above provided. Any notice sent in accordance
with this Section 8.7 shall be
effective (i) if mailed, five (5) business days after mailing, (ii) 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; (iii) if sent by messenger, upon delivery, and (iii) if sent via telecopier, upon
transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the
first business day following
transmission and electronic confirmation of receipt.


          9.6          No delay or omission to
exercise any right, power, or remedy accruing to any party upon any breach or default under this
Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter, occurring. All remedies,
either under this Agreement or
by law or otherwise afforded to any of the parties, shall be cumulative and not
alternative.


-7-









          9.7          If
any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then
such provision shall be excluded from this Agreement and the remainder of this
Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms, provided, however, that in such event this Agreement shall be interpreted so
as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and
intention of the excluded provision
as determined by such court of competent jurisdiction.


          9.8          This Agreement may be executed in any number of
counterparts, each of which shall be
deemed an original and enforceable against the parties actually executing such
counterpart, and all of which together shall constitute one and the same
instrument. Facsimile signatures shall be considered originals.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


-8-









IN WITNESS WHEREOF the parties have signed this Loan
Agreement in one or more counterparts as of
the date first hereinabove set forth. 


	
 

	
 

	
 

	
 


	
 

	
FUTUREIT, INC.

	



	
 

	
By:

	



	
 

	
 

	



	
 

	
 

	
 


	
 

	
Title:

	
C. O. B PRESIDENT


	
 

	
 

	





-9-








SCHEDULE 1 - THE LENDERS

	
 

	
 

	
 


	
Name and Address:

	
Principal Amount of Loan

	
Number of Shares


	

	
$25000

	
90,000


	





By: 



Name: 



Title: 



[address:]






	
$________

	
____________


	





By: 



Name: 



Title: 



[address:]




	
$________

	
____________


	





By: 



Name: 



Title: 



[address:]





	
$________

	
____________





-10- 










SCHEDULE 1 - THE LENDERS

	
 

	
 

	
 


	
Name and Address:

	
Principal Amount of Loan

	
Number of Shares


	




By:




Name: Adia Bachar

Address: Igal alon st no 43


Herzelia , Israel

	
$25000

	
900000


	





By: 



Name: 



Title: 



Address:







	
$________

	
____________


	





By: 



Name: 



Title: 



Address:






	
$________

	
____________


	





By: 



Name: 



Title: 



Address:






	
$________

	
____________




[Signature Page of FutureIT, Inc. Bridge Loan
Agreement]








SCHEDULE 1 - THE LENDER


	
 

	
 

	
 


	
Name and Address:

	
Principal Amount of Loan

	
Number of Shares


	

	
$50,000

	
180,000


	





By: 



Name: 



Title: 



[address:]

	
$________

	
____________


	





By: 



Name: 



Title: 



[address:]

	
$________

	
____________


	





By: 



Name: 



Title: 



[address:]

	
$________

	
____________




-10-









	
 

	
 


	
24/01/07

	








SCHEDULE 1 - THE LENDERS 


	
 

	
 

	
 


	
Name and Address:

	
Principal Amount of Loan

	
Number of Shares


	

	
$25000

	
________


	



By:



Name: BAR-ELI YOSEF

ID: 47555347

Title: 



Address:_BROSH-9

KARMEY-YOSEF

ISRAEL 99797






	
$25000

	
________


	





By: 



Name: 



Title: 



Address:



	
$________

	
_________





[Signature Page of
FutureIT, Inc. Loan Agreement]










SCHEDULE 1 - THE LENDER 


	
 

	
 

	
 


	
Name and Address:

	
Principal Amount of Loan

	
Number of Shares


	

	
$25000

	
90,000


	





By: 



Name: 



Title: 



[address:]

	
$________

	
____________


	





By: 



Name: 



Title: 



[address:]

	
$________

	
____________


	





By: 



Name: 



Title: 



[address:]

	
$________

	
____________




-10-








SCHEDULE 1 – THE LENDERS


	
 

	
 

	
 


	
Name and
 Address:

	
Principal
 Amount of Loan

	
Number of
 Shares


	







By: ITZHAK GILLAM



Name:



Title:



Address: 54 PINKAS ST.



TEL AYIV 62261



 

	
$25,000

	
90,000


	






By:



Name:



Title:



Address:







 

	
$________

	
_________


	






By:



Name:



Title:



Address:







 

	
$________

	
_________


	






By:



Name:



Title:



Address:







 

	
$________

	
_________





[Signature Page of FutureIT, Inc. Bridge Loan
Agreement]

-10-









SCHEDULE 1 – THE LENDERS


	
 

	
 

	
 


	
Name and
 Address:

	
Principal Amount of Loan

	
Number of
 Shares


	



	
$25,000

	
90,000


	






By:



Name:



Title:



Address:







 

	
$________

	
_________


	






By:



Name:



Title:



Address:







 

	
$________

	
_________


	






By:



Name:



Title:



Address:







 

	
$________

	
_________





[Signature Page of FutureIT, Inc. Bridge Loan
Agreement]

-10-








SCHEDULE 1 – THE LENDER


	
 

	
 

	
 


	
Name and
 Address:

	
Principal
 Amount of Loan

	
Number of
 Shares


	
Thrift Warehouses, Inc.

By: 

Name: Matthew Wohl

Title: President

C/O Matthew Wohl, 14/3 Ha’Efroni St.

Meyasseret Zion, 90805, Israel

	
$25,000

	
90,000


	






By:



Name:



Title:



[address]

 

	
$________

	
_________


	






By:



Name:



Title:



[address]

 

	
$________

	
_________


	






By:



Name:



Title:



[address]

 

	
$________

	
_________


















SCHEDULE 1 – THE LENDERS


	
 

	
 

	
 


	
Name and
 Address:

	
Principal
 Amount of Loan

	
Number of
 Shares


	



	
$25,000 

	
90,000  


	






By:



Name:



Title:



Address:







 

	
$________

	
_________


	






By:



Name:



Title:



Address:







 

	
$________

	
_________


	






By:



Name:



Title:



Address:







 

	
$________

	
_________





[Signature Page of FutureIT, Inc. Bridge Loan
Agreement]

-10-








WRITTEN CONSENT


OF THE BOARD OF DIRECTORS


OF


FUTUREIT, INC.


Dated as of January 8, 2007


          The
undersigned, being all the members of the board of directors (the “Board”) of
FutureIT, Inc., a Delaware corporation (the “Corporation”), do hereby unanimously
consent to and adopt the following resolutions in lieu of a meeting, in
accordance with. Section 141(f) of the General Corporation Law of the State of
Delaware, and approve and adopt such resolutions with the same force and effect
as if they were adopted at a duly constituted meeting of the Board, the same to
be effective immediately upon the signing of this instrument, and the Secretary
of the Corporation is hereby directed to file this Consent in the minute books
of the Corporation:  


          WHEREAS,
the Board has determined that it is advisable and in the best interests of the
Corporation, in connection with the Loan Agreement (as defined below), to amend
and restate the Corporation’s Certificate of Incorporation in the form attached
hereto as Exhibit A (the “Amended and Restated Certificate”), to increase the
authorized number of shares of Common Stock to 20,000,000, par value $0.0001
each;  


          WHEREAS,
the Board has determined that it is advisable and in the best interests of the
Corporation for the Corporation to raise up to $375,000 but not less than
$250,000 through the issuance and sale of secured promissory notes pursuant to
a Loan Agreement substantially in the form attached hereto as Exhibit B (the
“Loan Agreement”);  


          WHEREAS,
the Board has determined that it is advisable and in the best interests of the
Corporation for the Corporation to deliver to each purchaser set forth on
Schedule 1 of the Loan Agreement (each an “Lender” and collectively, the
“Lenders”), a secured promissory note in the principal amount set forth next to
each such Lender’s name on Schedule 1 of the Loan Agreement, in substantially
the form attached hereto as Exhibit C (the “Note” and collectively, the
“Notes”);  


          WHEREAS,
the Board has determined that it is advisable and in the best interests of the
Corporation for the Corporation to enter into the Security Agreement with the
Lenders substantially in the form attached hereto as Exhibit D (the “Security
Agreement”);  


          WHEREAS,
the Board has determined that it is advisable and in the best interests of the
Company for the Company to issue to each Lender 90,000 shares of its Common
Stock for each $25,000 of principal amount of Notes purchased by each Lender
and up to an aggregate of 1,350,000 shares of Common Stock in the aggregate to
be issued to the Lenders (the “Shares”); 









          NOW
THEREFORE, BE IT


          Approval
of Amended and Restated. Certificate of Incorporation


          RESOLVED,
that the Amended and Restated Certificate be, and it hereby is, adopted and
approved;


          RESOLVED,
that the officers of the Company be, and each of them hereby is, authorized and
directed to solicit the necessary stockholder approval of the Amended and
Restated Certificate; and


          RESOLVED,
that, subject to the approval of the stockholders of the Company, the officers
of the Company be, and each of them hereby is, authorized, empowered and
directed to file the Amended Certificate with the Secretary of State of the
State of Delaware, and to take any and all actions and to execute and deliver
any and all further instruments and documents as the officer or officers so
acting shall determine to be necessary or appropriate to accomplish the filing
and effectuation of the Amended and Restated Certificate, the taking of any
action to be conclusive evidence that the same was deemed to be necessary or
appropriate and was authorized hereby.


2.       Approval
of the Loan Agreement, the Notes and the Security Agreement


          RESOLVED,
that the form, terms and provisions of each of the Loan Agreement, the Notes
and the Security Agreement and the transactions contemplated by each of them,
be, and they hereby are, ratified, confirmed and approved, in such form and
with such changes thereto as the person executing the same shall approve, such
approval to be conclusively evidenced by such person’s execution and delivery
thereof;


          RESOLVED,
that, the officers of the Company be, and each of them hereby is, authorized
and directed to issue and sell Notes in the aggregate principal amount of up to
$375,000, such that after giving effect to such transaction, the Notes will be
held by the Lenders in the principal amounts set forth opposite their
respective names on Schedule 1 to the Loan Agreement, and otherwise to
consummate the transactions contemplated by the Loan Agreement, the Notes and
the Security Agreement, and


          RESOLVED,
that the officers of the Company be, and each of them hereby is, authorized
and directed to execute each of the Loan Agreement, the Notes and the Security
Agreement, and any related agreements, and to take all actions necessary and
appropriate to deliver such agreements and to perform the Company’s obligations
thereunder.


3.
       Issuance of Shares


          RESOLVED,
that, upon proper filing of the Amended and Restated Certificate, the issuance
of the Shares to the Lenders upon providing of the loan by the Lenders in
accordance with the terms of the Loan Agreement is hereby approved and such
Shares when issued, will be validly issued, fully paid, and non-assessable.


-2-









4.
       Omnibus


          RESOLVED,
that the officers of the Company be, and each of them hereby is, authorized and
empowered to do or perform, or cause to be done or performed, all such acts, deeds and things, and to make,
execute and deliver or cause to be made, executed or delivered, all such
agreements, undertakings, documents, instruments or certificates in the name or
on behalf of the Company as such officer or officers may deem necessary or appropriate
to effect the purposes and intent of the foregoing resolutions; and be it
further


          RESOLVED,
that any action relating to the subject matter of these resolutions taken by any
director, officer or agent of the Company prior to the date hereof hereby be,
and it hereby is, ratified, confirmed and approved in all respects.


          IN
WITNESS WHEREOF; the undersigned have executed this Written Consent of the
Board of Directors of the Company as of the date first written above.


	
 

	
 


	


	
 


	


	
 


	
Orner Nirhod

	
 


	
 

	
 


	


	
 


	


	
 


	
Samuel
 Bachar

	
 





-3-









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


	
 

	
 


	
$25,000

	
January 26, 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                  of ____________________ (together with his successors and permitted assigns, the
“Lender”),or to his 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 24, 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 §2 hereto. 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


-2-









          (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;


-3-









         
(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.


-4-









          §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.


          §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.


-5-









        §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:






-6-









FUTUREIT, INC. 


WRITTEN
CONSENT OF THE SOLE STOCKHOLDER 


TO 


ACTION
TAKEN WITHOUT A MEETING 


          The
undersigned, being the sole stockholder of Futurelt, Inc., a Delaware
corporation (the “Company”), does hereby consent pursuant to
the provisions of Section 228(b) of the General
Corporation Law of the State of Delaware to the adoption of the following resolutions with like force and effect as it had
been adopted at the meeting of the stockholders of the Company:


          RESOLVED, that in order to increase the
authorized number of shares of Common Stock
to 20,000,000, par value $0.0001 each, the Company is hereby authorized to
amend and restate the Certificate of
Incorporation of the Company pursuant to the form of Amended and
Restated Certificate of Incorporation of FutureIT Inc. attached hereto as Exhibit A to increase the authorized number of
shares of Common Stock to 20,000,000, par value $0.0001 each; and
further 


          RESOLVED, that the terms, provisions and
transactions contemplated by the: (i) Loan Agreement (the “Loan Agreement”) by and among the Company and the Lenders
stated therein (each entity referred to as a
“Lender” and collectively the “Lenders”); (ii) the Security Agreement
among the Company and the Lenders; and (iii) the Secured Promissory Note issued by the Company to each of the
Lenders, substantially in the form attached to this resolution as Exhibits B, C and D respectively, be, and
hereby are approved in all respects; and
further 


          RESOLVED, subject to the execution of the
Loan Agreement and the receipt of the funds from each Lender according to the
Loan Agreement, it is hereby resolved that the Company issue to each of the Lenders up to 1,350,000 shares of Common
Stock, par value $0.0001 each, according to the terms of the Loan
Agreement, and such shares of Common Stock when issued, will be validly issued,
fully paid, and non-assessable; and further 


          RESOLVED, to approve the Side Agreement
between the Company, FutureIT Ltd., an Israeli company and the Lenders,
substantially in the form attached hereto as Exhibit E. 


          RESOLVED, that the officers of the Company
be, and each of them hereby is, authorized, empowered, and directed to take all
such further action to execute, deliver, certify and file all such further instruments and
documents, in the name and on behalf of the Company and under its corporate seal or otherwise,
and to take all such actions as such officers or any of them shall approve as
necessary or advisable to carry out the intent and accomplish the purposes
of the foregoing resolutions. 


[Signature Page Follows]









IN
WITNESS WHEREOF, the undersigned has executed this Written Consent of Sole


Stockholder as of January 8, 2007.





-2-









SECURITY AGREEMENT


          THIS
SECURITY AGREEMENT (this “Agreement”), dated as of this 26th
day of January 2007, is made by FUTUREIT INC. (the “Borrower”) in favor
of the lenders listed in Schedule 1 hereto (the “Lenders”).


          Under
the terms hereof, the Lenders desire to obtain and the Borrower desires to
grant the Lenders security for all of
the Secured Obligations (as hereinafter defined).


          NOW,
THEREFORE, the Borrower and the Lenders, intending to be legally bound, hereby
agree as follows:


	
 

	
 

	
 

	
 


	
1.

	
Definitions.


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
“Borrower”: FutureIT,
  Inc., a company incorporated under the laws of Delaware.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
“Business Day”: a day
  other than a Friday, Saturday or other day on which commercial banks in
  Delaware are authorized or required by law to close.


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
“Collateral”: shall include all assets of the
  Borrower, including all personal and
  intellectual property of the Borrower and all equity securities beneficially owned by the Borrower in
  subsidiaries of the Borrower, all whether
  now owned or hereafter acquired or arising and wherever located, including all books and records pertaining to
  the Collateral and all Proceeds and products of any and all of the foregoing.


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
“Default”: any event
  which, with the giving of notice or lapse of time (or both), would be an
  Event of Default.


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
“Event of Default”: as
  defined in Section 5 below.


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
“Lien”: any mortgage,
  pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), claim, right,
  charge or other security interest
  or any preference, priority, restriction or other security agreement or
  preferential arrangement of any kind or nature whatsoever (including, without
  limitation, any conditional sale or other title retention agreement and any financing leases having
  substantially the same economic
  effect as any of the foregoing).


	
 

	
 

	
 

	
 


	
 

	
 

	
(vii)

	
“Loan Documents”: means
  the Loan Agreement between the Borrower and the Lenders dated January ___ 2007, and the Secured Promissory Notes issued pursuant to
the said Loan Agreement.














	
 

	
 

	
 

	
 


	
 

	
 

	
(viii)

	
“Delaware UCC”: the
  Uniform Commercial Code (“UCC”) as from time to time in effect in the
  State of Delaware. Terms used herein which are defined in the Delaware UCC and not otherwise defined herein shall
  have the respective meanings
  ascribed to such terms in the Delaware UCC.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ix)

	
“Permitted Liens”: purchase money Liens upon or in real property,
  vehicles or equipment or any other property acquired or held by the Borrower
  in the ordinary course of business to secure the purchase price of such
  property, vehicle or equipment or to secure indebtedness incurred solely for the purpose of financing the
  acquisition of any property, vehicles or equipment to be subject to such Liens, or Liens existing on any
  such property or equipment at the
  time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the
  purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided,
  however, that (i) such Lien attaches solely to the property, vehicle
  or equipment so acquired and, (ii)
  the principal amount of the indebtedness secured thereby does not exceed 100% of the fair market value of such
  property at the time of incurrence
  of such indebtedness.


	
 

	
 

	
 

	
 


	
 

	
 

	
(x)

	
“Person”: an individual, partnership,
  corporation, limited liability company,
  business trust, joint stock company, trust, unincorporated association, joint venture, Governmental
  Authority or other entity of whatever
  nature.


	
 

	
 

	
 

	
 


	
 

	
 

	
(xi)

	
“Proceeds”: all “proceeds”
  as such term is defined in Section 9-102 of the Delaware UCC.


	
 

	
 

	
 

	
 


	
 

	
 

	
(xii)

	
“Requisite Lenders”:
  Lenders holding at least sixty-six percent (66%) of the principal amount of the Secured
  Obligations.


	
 

	
 

	
 

	
 


	
 

	
 

	
(xiii)

	
“Secured Obligations”:
  shall be the unpaid principal and interest under the Loan Documents and all
  other obligations and liabilities due or to become due to the Lenders which may arise under, out
  of, or in connection with, the Loan Documents.


	
 

	
 

	
 

	
 


	
2.

	
Grant of Security Interest. The Borrower hereby assigns and transfers to
  the Lenders, and hereby grants to
  the Lenders, a first priority security interest in the Collateral as
  collateral security for the prompt and complete payment and performance when
  due (whether at the stated
  maturity, by acceleration or otherwise) of the Secured Obligations. The
  security interest and this Agreement will automatically terminate and be of
  no force and effect upon the
  satisfaction of all the Secured Obligations.


	
 

	
 

	
 

	
 


	
3.

	
Representations and Warranties. To induce the Lenders to enter into the Credit
  Agreement the Borrower hereby
  represents, warrants and covenants to the Lenders that:





2










	
 

	
 

	
 

	
 


	
 

	
3.1

	
Title: No Other Liens. Except for the security interest granted to
  the Lenders pursuant to this
  Agreement and the Permitted Liens, the Borrower owns each item of the Collateral free and clear of any and all
  Liens or claims of others. No financing
  statement or other public notice with respect to all or any part of the
  Collateral is on file or of record in any public office.


	
 

	
 

	
 


	
 

	
3.2

	
Perfected First Priority Liens.
  The security interests granted pursuant to this Agreement upon completion of the required filings will constitute (i)
  valid, enforceable perfected first
  priority security interests in all of the Collateral in favor of the Lenders
  other than general intangibles and (ii) valid, enforceable security interests in general intangibles
  included in the Collateral in favor of the Lenders, in each case as collateral security for the Secured
  Obligations, enforceable in accordance
  with the terms hereof against all creditors of the Borrower and any Persons purporting to purchase
  any Collateral from the Borrower and are prior to all other Liens on the
  Collateral in existence on the date hereof
  except for the Permitted Liens.


	
 

	
 

	
 

	
 


	
4.

	
Borrower’s Covenants. The Borrower covenants and agrees with the
  Lenders that, from and after the
  date of this Agreement until the Secured Obligations shall have been paid in full and all the Secured Obligations have been
  satisfied:


	
 

	
 

	
 

	
 


	
 

	
4.1

	
Payment of Obligations. The Borrower will pay and discharge or
  otherwise satisfy at or before
  maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges
  or levies imposed upon the Collateral
  or in respect of income or profits there from, as well as all claims of any kind (including, without limitation, claims for
  labor, materials and supplies) against
  or with respect to the Collateral, except that no such charge need be paid if
  the amount or validity thereof is
  currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect
  thereto have been provided on the books of the Borrower and such proceedings
  could not reasonably be expected to result in the sale, forfeiture or loss of
  any material portion of the
  Collateral or any interest therein.


	
 

	
 

	
 

	
 


	
 

	
4.2

	
Maintenance of Perfected
  Security Interest: Further Documentation. The Borrower shall (i) maintain the security
  interest created by this Agreement as a perfected security interest and shall defend such security interest
  against the claims and demands of all Persons whomsoever and (ii) maintain or
  cause all of the Collateral to be
  maintained and preserved in good condition, repair and working order, ordinary wear and tear excepted.
  In addition, the Borrower will not permit any tangible Collateral with a
  value of greater than $5, 000 (in the aggregate for all such items of Collateral) to be located in any
  jurisdiction in which a financing statement covering such Collateral is
  required to be, but has not in
  fact been, filed in order to perfect Lenders’ security interests granted
  hereunder, other than in the
  ordinary course of business in jurisdictions disclosed by the Borrower to the
  Requisite Lenders.





3










	
 

	
 

	
 

	
 


	
 

	
4.3

	
Notices. The Borrower will advise the Lenders promptly,
  in reasonable detail, of: 


	
 

	
 

	
 

	
 


	
 

	
          (i)          any Lien (other than security
  interests created hereby or Liens permitted under the Loan Documents) on any
  of the Collateral which would adversely affect the ability of the Lenders to
  exercise any of its remedies hereunder; and


	
 

	
 

	
 

	
 


	
 

	
          (ii)         of any claim made or asserted against the
  Collateral by any Person and of the
  occurrence of any other event which could reasonably be expected to have a
  material adverse effect on the aggregate value of the Collateral or on the
  security interests created hereby.


	
 

	
 

	
 

	
 


	
 

	
4.4

	
Filings. Borrower hereby
  authorizes the Requisite Lenders to file a record or records (as defined in the Delaware UCC), including, without
  limitation, financing statements, in all jurisdictions and with all filing
  offices as the Requisite Lenders may determine, in their sole discretion, are
  necessary or advisable to perfect
  the security interests granted to the Lenders hereby. Such financing statements may describe the Collateral in the
  same manner as described herein or may contain an indication or description
  of collateral that describes such property in any other manner as the Lenders
  may determine, in their sole discretion, is necessary, advisable, or prudent, after consultation with the
  Company, to ensure the perfection
  of the security interests in the Collateral granted to the Lenders hereby, including, without limitation,
  describing such property as “all assets” or “all personal property.” Upon
  satisfaction in full of the Secured Obligations, the Company is authorized to make all filings that
  are necessary or advisable to cancel the
  security interests granted to the Lenders hereby.


	
 

	
 

	
 

	
 


	
 

	
4.5

	
Other Action. Borrower agrees that from time to time it
  shall promptly execute and deliver
  all further instruments and documents, and take all further action, that may
  be necessary or desirable, or that the Requisite Lenders may reasonably request, in order to create and/or maintain the
  validity, perfection, or priority of and
  protect any security interests granted or purported to be granted hereby or
  to enable the Lenders to exercise and enforce their rights and remedies
  hereunder with respect to any
  Collateral. Without limitation of the foregoing, Borrower agrees that it will, upon request of the
  Requisite Lenders (i) deliver to the Lenders all stock certificates representing any or all of the Collateral that
  consists of certificated
  securities, (ii) deliver to the Lenders all instruments and chattel paper, and all other rights to payment at any time
  evidenced by promissory notes, trade acceptances
  or other instruments, (iii) mark all chattel paper with such legends as the Lenders shall specify, and (iv) cause the
  Lenders’ security interests to be duly noted on any certificate of title covering the Collateral.


	
 

	
 

	
 

	
 


	
5.

	
Default. The Borrower shall, at
  the Requisite Lenders’ option, be in default under this Agreement upon the happening of any of the
  following events or conditions (each, an “Event of Default”): (a) any event of default under the Loan
  Documents; (b) the failure by the
  Borrower to perform any of its obligations under this Agreement that has not
  been cured within fifteen (15) days of receipt of a written notice from the
  Requisite Lenders; (c) falsity, inaccuracy or material breach by the Borrower
  of any written warranty, representation or statement made or furnished to the
  Lenders by or on behalf of the Borrower;
  (d) the entry of a material judgment against the Borrower or any lien against
  or the making of any levy, seizure
  or attachment of or on the Collateral; or (e) the failure of the Lenders to have a perfected first priority
  security interest in the Collateral (except with respect to Collateral encumbered by Permitted Liens).





4










	
 

	
 

	
 

	
 


	
6.

	
Remedies. Upon the occurrence of any such Event of
  Default and at any time thereafter, the
  Requisite Lenders may declare any or all Secured Obligations secured hereby
  to be immediately due and payable and shall have, in addition to any remedies
  provided herein or by any applicable law or in equity, all the remedies of a
  secured party under the Delaware
  UCC. In addition, whenever a Default shall be existing, all Secured Obligations may (notwithstanding any provisions
  thereof), at the option of the Requisite Lenders, and without demand or
  notice of any kind, be declared, and thereupon immediately shall become, due
  and payable, and the Lenders may exercise from time to time any rights and
  remedies available to them under applicable law.. Borrower agrees, in case of Default, to assemble, all Collateral
  at a convenient place acceptable to the Lenders. Any notification of intended disposition of any of the
  Collateral required by law shall be deemed reasonably and properly given if
  given at least five (5) days before such disposition. Any proceeds of any
  disposition by the Lenders of any of the Collateral may be applied by the
  Lenders to the payment of expenses in connection with the Collateral,
  including reasonable attorneys’ fees and legal expenses, and any balance of
  such proceeds shall be applied by the Lenders (i) first, to the payment of
  such of the Secured Obligations,
  and in such order of application, as the Lenders may from time to time elect;
  (ii) second, to the payment to
  whosoever may be lawfully entitled to receive the same or as a court of
  competent jurisdiction may direct, of any surplus then remaining from such proceeds; and (iii) if any balance is
  remaining, to the Borrower.


	
 

	
 

	
 

	
 


	
7.

	
Payment of Expenses. At its option, the Lenders may discharge
  taxes, liens, security interests
  or such other encumbrances as may attach to the Collateral, may pay for
  required insurance on the Collateral and may pay for the maintenance,
  appraisal or reappraisal, and preservation
  of the Collateral, as determined by the Lenders to be necessary. The Borrower will reimburse the Lenders on demand of
  the Requisite Lenders for any payment so made or any expense incurred by the
  Lenders pursuant to the foregoing authorization, and the Collateral also will
  secure any advances or payments so made or expenses so incurred by the
  Lenders.


	
 

	
 

	
 

	
 


	
8.

	
Borrower Remains Liable. Anything
  herein to the contrary notwithstanding, (i) Borrower shall remain liable
  under any agreements and other documents included in the Collateral, to the
  extent set forth therein, to perform all of its duties and obligations
  thereunder to the same extent as if this Agreement had not been executed,
  (ii) the exercise by the Lenders of any of the rights hereunder shall not
  release Borrower from any of its duties or obligations under such agreements
  and other documents included in the Collateral, and (iii) the Lenders shall not have any obligation or liability under
  any agreements and other documents included in the Collateral by
  reason of this Agreement, nor shall the Lenders be obligated to perform any of the obligations or duties of Borrower
  thereunder or to take any action to collect or enforce any such
  agreement or other document included in the Collateral hereunder.





5









	
 

	
 


	
9.

	
Notices. Any notice or other
  communication herein required or permitted to be given shall be in writing
  and may be personally served, telexed or sent by facsimile or United States
  mail or courier service and shall be deemed to have been given when delivered
  in person or by courier service, upon receipt of facsimile, or three Business
  Days after depositing it in the United States mail with postage prepaid and
  properly addressed; provided that notices to Lenders shall not be effective
  until received. For the purposes hereof,
  the address of each party hereto shall be set forth above or to such other
  address as any party may give to the other in writing for such
  purpose.


	
 

	
 


	
10.

	
Preservation of Rights. No delay
  or omission on the Lenders part to exercise any right or power arising
  hereunder will impair any such right or power or be considered a waiver of
  any such right or power, nor will the Lenders action or inaction impair any
  such right or power. The Lenders rights
  and remedies hereunder are cumulative and not exclusive of any other
  rights or remedies which the Lenders may have under other agreements, at law or in equity.


	
 

	
 


	
11.

	
Illegality. In case any one or
  more of the provisions contained in this Agreement should be invalid, illegal
  or unenforceable in any respect, such provision shall be deemed modified to the extent required by to law so as
  to not be invalid, illegal or unenforceable, and the validity, legality and
  enforceability of the remaining provisions contained herein shall not
  in any way be affected or impaired thereby.


	
 

	
 


	
12.

	
Changes in Writing. No modification, amendment or waiver of any
  provision of this Agreement nor consent to any departure by the
  Borrower therefrom will be effective unless made in a writing signed by the
  Requisite Lenders, and then such waiver or consent shall be effective only in
  the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case will
  entitle the Borrower to any other or further notice or demand in the
  same, similar or other circumstance.


	
 

	
 


	
13.

	
Entire Agreement. This Agreement
  (including the documents and instruments referred to herein) constitutes the
  entire agreement and supersedes all other prior agreements and
  understandings, both written and oral, between the parties with respect to
  the subject matter hereof.


	
 

	
 


	
14.

	
Counterparts. This Agreement may
  be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies
  shall constitute one and the same
  instrument. Delivery of an executed counterpart of signature page to this Agreement by facsimile transmission shall be
  effective as delivery of a manually executed counterpart. Any party so executing this Agreement by facsimile
  transmission shall promptly
  deliver a manually executed counterpart, provided that any failure to do so
  shall not affect the validity of the counterpart executed by facsimile
  transmission.


	
 

	
 


	
15.

	
Successors and Assigns. This
  Agreement will be binding upon and inure to the benefit of the Borrower and
  the Lenders and their respective heirs, executors, administrators, successors
  and assigns; provided, however, that the Borrower may not assign this
  Agreement in whole or in part without the Requisite Lenders prior written
  consent.





6









	
 

	
 


	
16.

	
Interpretation. In this Agreement, unless the Requisite
  Lenders and the Borrower otherwise agree in writing, the singular includes
  the plural and the plural the singular; words importing any gender include
  the other genders; references to statutes are to be construed as including all statutory provisions
  consolidating, amending or replacing the statute referred to; the word
  “or” shall be deemed to include “and/or”, the words “including”, “includes” and
“include” shall be deemed to be followed
  by the words “without limitation”; references to articles, sections (or
  subdivisions of sections) or exhibits are to those of this Agreement
  unless otherwise indicated. Section headings in this Agreement are included for convenience of reference only and
  shall not constitute a part of this Agreement for any other purpose.


	
 

	
 


	
17.

	
Governing Law and Jurisdiction.
  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
  OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
  AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE,
  WITHOUT REGARD TO CONFLICTS OF LAWS
  PRINCIPLES, EXCEPT TO THE EXTENT THAT THE DELAWARE UCC PROVIDES THAT
  THE PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN
  RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
  JURISDICTION OTHER THAN THE STATE OF DELAWARE. The Borrower and the Lenders hereby irrevocably consent to the
  non-exclusive jurisdiction of any state or federal court sitting in
  Delaware; provided that nothing contained in this Agreement will prevent the Lenders from bringing any action,
  enforcing any award or judgment or exercising any rights against the
  Borrower individually, against any security or against any property of the
  Borrower within any other county, state or other foreign or domestic jurisdiction. The Lenders and the Borrower
  agree that the venue provided above is the most convenient forum for both the Lenders and the Borrower. The
  Borrower waives any objection to venue and any objection based on a
  more convenient forum in any action instituted under this Agreement.


	
 

	
 


	
18.

	
WAIVER OF JURY TRIAL. EACH OF THE BORROWER AND THE LENDER IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE
  TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN
  CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY
  OF SUCH DOCUMENTS. THE BORROWER AND THE LENDER ACKNOWLEDGE THAT THE FOREGOING
  WAIVER IS KNOWING AND VOLUNTARY.





[signature page follows]


7 









          IN WITNESS WHEREOF, the
undersigned has caused this Security Agreement to be duly executed and delivered as of the date first
above written.





8









OPTION AGREEMENT


          THIS
OPTION AGREEMENT (this “Agreement”) is made this 8th day of January, 2007
between FutureIT, Inc., a Delaware Corporation (“INC”), Future I.T. Ltd., an
Israeli company (the “Company”), and Omer Nirhod, an Israeli citizen (“Omer”)
and Shamad Orlan Ltd., an Israeli
company (“Shamad” and together with Omer, the “Shareholders”).  


W I T N E S S E T H:


          WHEREAS, INC is a newly formed Delaware
corporation that
intends to raise financing for the purpose of investing in the Company with the
intention of becoming the sole shareholder of the Company; and


          WHEREAS, the Company is engaged in
development, marketing, sale, support and maintenance of SQL Server
Automated Management and Maintenance products: and


          WHEREAS, the Shareholders are the sole
shareholders of the Company.


          NOW, THEREFORE, in consideration of the
mutual promises hereinafter set forth, the parties hereto do mutually agree as
follows:


1. Definitions: As used in this
Agreement, the following terms shall have the following meanings: 


	
 

	
 


	
 

	
“Effective Date” means the date first above written. 


	
 

	
 


	
 

	
“INC Option” means the option granted to INC to purchase the
  Option Shares according to this Agreement.


	
 

	
 


	
 

	
“Investment”
  means (i) a cash payment to the Company of $100,000 within seven (7) days of
  exercise of the INC Option, and (ii) guarantees for all debts of the Company
  as of the date the INC Option is exercised
  to financial institutions and to the DataSafe Group Ltd. that were
  incurred in the ordinary course of business and the release of the DataSafe
  Group Ltd. from its guarantees of the debts of INC. to financial
  institutions.


	
 

	
 


	
 

	
“Liens” means encumbrances, security interests,
  mortgages, liens, pledges, charges, options, right of first refusal,
  restrictions, preemptive rights or other similar rights.


	
 

	
 


	
 

	
“Option
Exercise Period” means
the period commencing on the Effective Date and expiring four months
after the Effective date (the “Expiration Date”). 


	
 

	
 


	
 

	
“Option
  Shares” means Ordinary
  Shares of the Company constituting 90% of the issued and outstanding
  shares of the Company, immediately after issuance of such shares, on a fully diluted basis.













	
 

	
 


	
 

	
“Shareholders Option” means
  the option granted to INC to purchase the Shareholders’ Shares according to
  this Agreement.


	
 

	
 


	
 

	
“Shareholders
  Option Period” means 12
  months from the Effective Date, provided that this Agreement is still
  in effect at that date.


	
 

	
 


	
 

	
“Shareholders’
  Shares” means all the
  issued and outstanding shares held by the Shareholders in the Company, and all rights attached thereto, which
  as of the date of this Agreement and until exercise of the INC Option,
  shall constitute 100% percent of the issued and outstanding shares of the
  Company on a fully-diluted basis.








	
 

	
 

	
 


	
2. 

	
Grant of
  Option:


	
 

	
 

	
 


	
 

	
2.1

	
The Company hereby grants INC
  an option during the Option Exercise Period
  to provide the Investment to the Company (or an irrevocable undertaking
  to provide the Investment) in consideration for the issuance to INC of the Option Shares. The INC Option can be
  exercised at any time during the
  Option Exercise Period by giving written notice to the Coampany. Such
  exercise notice will be irrevocable.


	
 

	
 

	
 


	
 

	
2.2

	
The Option Shares will be
  issued to INC free and clear of any and all Liens, subject to the payment of the full amount of the Investment,
  shall be fully paid and
  non-assessable, and shall have been duly authorized and validly issued.


	
 

	
 

	
 


	
 

	
2.3

	
During the Option Exercise
  Period, the Company undertakes not to issue, and not to undertake to
  issue, any shares, options, warrants, rights or other convertible securities.


	
 

	
 

	
 


	
3. 

	
Option to Purchase of Shares from
  Shareholders:


	
 

	
 

	
 


	
 

	
3.1

	
The Shareholders hereby grant
  INC an option during the Shareholders Option Period to purchase the Shareholders’ Shares in consideration
  for the payment to the Shareholders of $100,000 in cash, as follows:










	
 

	
 

	
 

	
 

	
 


	
Name of Shareholder 

	
 

	
Consideration 

	
 

	
Shares to be Transferred  


	
Omer

	
 

	
$98,000

	
 

	
98 Ordinary Shares 


	
Shamad

	
 

	
$2,000

	
 

	
2 Ordinary Shares 










	
 

	
 

	
 


	
 

	
3.2

	
The Shareholders’ Shares will
  be transferred to INC free and clear of any and all Liens, shall be
  fully paid and non-assessable, and shall have been duly authorized.


	
 

	
 

	
 


	
 

	
3.3

	
As long as the Shareholders’
  Shares are subject to the Shareholders Option, each of the Shareholders undertakes that he/it shall not
  create any Liens on the Shareholders’ Shares and shall not transfer or grant any rights, or undertake to transfer or grant any
  rights, in or to the Shareholders’ Shares.













	
 

	
 

	
 


	
4. 

	
Termination:


	
 

	
 


	
 

	
4.1

	
If the INC Option is not
  exercised by INC within the Option Exercise Period this Option Agreement may be terminated by the Company
  with written notice to INC having immediate effect.


	
 

	
 

	
 


	
 

	
4.2

	
INC may terminate the Option Exercise Period at any
  time by notifying the Company and the
  Shareholders in writing of its decision not to exercise the INC Option.


	
 

	
 

	
 


	
 

	
4.3

	
In the event this Option
  Agreement is terminated in accordance with the immediately preceding paragraphs, none of the parties will
  have any rights, claims or causes of actions
  against any of the other parties in relation to this Agreement or the termination
  thereof.





5.        Representations of Company. Company hereby represents and
warrants to INC as follows:


                    (i)     it
is a corporation duly organized and validly existing under the laws of the state of Israel and has all requisite
corporate power and authority to carry on its business as it is now being
conducted and to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby;


                    (ii)     the
execution, delivery and performance by the Company of this Agreement and
the consummation by the Company of the transactions contemplated hereby will not (x) violate any order, judgment or decree
applicable to it or (y) conflict with, or result in a breach or default under, any term or condition of
the corporate organizational documents of the Company (including its by-laws) or any agreement or instrument to which
it is a party or to which it is bound;


                    (iii)    the
authorized share capital of the Company consists solely of 30,000 Ordinary
Shares, nominal value NIS 1.00 per share, of which 100 shares are issued and outstanding and all of which are owned by the
Shareholders, fully paid and non-assessable, and duly authorized and
validly issued, and there are no outstanding any options, warrants, rights
(including conversion or preemptive rights) or agreements for the purchase or
acquisition from the Company of any of its shares;


                    (iv)     there
is no (a) action, suit, claim, proceeding or investigation pending or, to the
Company’s knowledge, threatened against, affecting, or related to the Company
at law or in equity, including, without
limitation, before or by any federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (b) arbitration
proceeding relating to the Company, pending under collective bargaining
agreements or otherwise (c) governmental inquiry pending or, to the Company’s
knowledge, threatened against or affecting the Company (including, without
limitation, any inquiry as to the qualification
of the Company to hold or receive any license, permit or approval), and to the Company’s
knowledge, there is no basis for any of the foregoing; and (d) action or suit
by the Company pending, threatened or
contemplated against others; and










                    (v)        the
Company has delivered to INC copies of (i) the unaudited Balance Sheets of
the Company as at December 31, 2005, March 31, 2006, June 30, 2006 and
September 30, 2006, and the Statements of Profit and Loss of the Subsidiary as
of January 1, 2005, January 1, 2006, April 1, 2006, and July 1,
2006 (such Balance Sheets and Statements of Profit and Loss are referred
to herein as the “Financial Statements”). Each of the Financial Statements is
complete and correct in all material
respects, has been prepared in accordance with Israeli GAAP consistently
applied by the Company and , and subject to final audit, presents fairly the
financial position and results of operations of the Company as at the dates and
for the periods indicated. The debts and
liabilities of the Company were $1,200,000 as of December 31, 2006, including debts
of _$655,000 to the DataSafe Group Ltd. and $500,000 to Israel Discount Bank
Ltd.  



6.          Representations of Shareholders. Each
Shareholder, severally and not jointly as
to himself/itself only, hereby represents and warrants to INC as
follows: 


                    (i)     he/it
has all requisite power and authority to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby;


                    (ii)   the
execution, delivery and performance by the Shareholder of this Agreement
and the consummation by the Shareholder of the transactions contemplated hereby
will not (x) violate any order, judgment or
decree applicable to Shareholder or (y) conflict with, or result in a breach or
default under, any term or condition of any agreement or instrument to which
it is a party or to which it is bound; and


                    (iii)   such
Shareholder is the record and beneficial owner of the number of Ordinary Shares of the Company set out in Section
3.1 above , all of which are free and clear of any and all Liens.


7.          Further
Actions:     Each of the parties shall promptly perform such further acts and execute such further
documents as may reasonably
be necessary to carry out and give full effect to the provisions of this
Agreement and the intentions of the parties as reflected thereby. 


8.          Governing
Law:       All matters relating to or arising out of this
Agreement shall be construed and
governed in accordance with the laws of the State of Israel. 



9.          Severability:     In the
event that a court of competent
jurisdiction holds any provision of this Agreement to be invalid, such
holding shall have no effect on the remaining provision of this Agreement, and they shall continue in full force
and effect. 


10.          Non-assignability:   Any
assignment by any party of
this Agreement or of any of the rights
or granted to it hereunder, without the written consent of the other parties,
shall be void. 


11.          Notices:
     It shall be a sufficient giving of any
notice, request or other communication
hereunder, if the party giving the same shall deliver it personally, send it by
fax (with receipt confirmed and original sent by post) or with any
recognized international overnight delivery service, addressed to the other
party at its address hereinafter set forth or at such other address as the
other party shall hereafter designate in writing: 


	
 

	
 

	
 


	
If to Company:

	
 

	
DataSafe Bldg. 4 Ha’Melacha Street


	
 

	
 

	
North Business Park, Lod Israel 71520


	
 

	
 

	
Attn.: CEO


	
 

	
 

	
Fax no: 972 8 9258010













	
 

	
 

	
 


	
INC:

	
 

	
c/o DataSafe Bldg. 4
  Ha’Melacha Street


	
 

	
 

	
North Business Park, Lod Israel 71520


	
 

	
 

	
Attn.: CEO
 


	
 

	
 

	
Fax
  no.: 972 8 9258010


	
 

	
 

	
 


	
The Shareholders: 

	
 

	
Omer:


	
 

	
 

	
c/o DataSafe Bldg. 4 Ha’Melacha Street
North Business Park, Lod Israel 71520_
Fax no.: 972 8 9258010


	
 


	
 

	
 

	
Shamad: 43 Yigal Alon Street


	
 

	
 

	
Herzlia,, Israel


	
 

	
 

	
Fax no.: 972 9 954 9458





Any such notice shall be deemed effectively given (i)
upon personal delivery to the party to be notified;
(ii) when sent by confirmed facsimile if sent during normal business hours of
the recipient, if not, then on the next business day; (iii) two days
after deposit with an internationally recognized
overnight courier, specifying two day delivery, with written verification of
receipt.


11.          Entire Agreement; Amendments. This
Agreement represents the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof and can be amended, supplemented or changed, and any
provision hereof can be waived, only by written instrument making
specific reference to this Agreement signed by all of the parties hereto.


12.          Counterparts. This
Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.


[Signature
Page follows]









IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first
written above.












SCHEDULE1 – THE LENDERS




	
   

  
	
  Agio Ltd. 

  
	
  Anubis
  Holdings Ltd.

  
	
  Avraham
  Gafner

  
	
  Avraham and
  Angela Leherer

  
	
  Yosef Bar
  Eli

  
	
  Shamad
  Orland Ltd.

  
	
  Daniel
  Zahavi

  
	
  Thrift
  Warehouses Ltd.

  
	
  Maller
  Estate Planning Trust

  
	
  Dov
  Heilpoern

  
	
  Farida
  Suksaman Djemal

  
	
  Precision
  Enterprises Ltd.

  



9









Future IT Cap table


	Stockholder
	Common Stock
	%

	 		
			
			
			
	DataSafe Group Ltd.	 	 	 	18,000,000	 	 	93.02	%
	Bridge loan for 375,000	 	 	 	1,350,000	 	 	6.98	%
		
		
	
	                                         Subtotal:  	   	   	   	19,350,000  	   	   	100  	%  
	 	 	 
	Fully Diluted 	 	 
	 	 	 
	DataSafe Group Ltd.	 	 	 	15,500,000.00	 	 	53.02	%
	Investors	 	 	 	7,500,000.00	 	 	25.65	%
	Bridge	 	 	 	1,350,000.00	 	 	4.62	%
	Workers of DataSafe Group Ltd.	 	 	 	2,500,000.00	 	 	8.55	%
	JHD	 	 	 	2,385,000.00	 	 	8.16	%
		
		
	
	                                            Total:  	   	   	   	29,235,000.00  	   	   	100.00  	%  
		
		
	












SIDE AGREEMENT


          This
Side Agreement (this “Agreement”) is made and entered into as of January
26th,
2007, by and among FutureIT, Inc., a Delaware corporation (“Inc.”),
FutureIT Ltd., an Israeli company (the “Company”) and those persons and
entities listed on Schedule A attached hereto (the “Lenders”, and
together with Inc. and the Company, the “Parties”).


          Reference
is hereby made to the Loan Agreement dated as of the date hereof between Inc. and the
Lenders (the “Loan Agreement”), the Promissory Notes dated as of the date hereof issued
by Inc. to each of the Lenders (the “Notes”) and the Security Agreement
dated as of the date hereof between Inc. and the Lenders (the “Security Agreement”, and together with the
Loan Agreement and the Promissory Note, the “Loan Documents”) and the Option
Agreement between Inc., the Company, Omer Nirhod and Shamad Orlan, Ltd. (the
“Option Agreement”).


          WHEREAS,
pursuant to the Loan Documents each of the Lenders is providing to Inc. a loan (each, a
“Loan”) in the amount set forth opposite the name of each Lender in Schedule 1
thereto, and in exchange therefor Inc. is issuing to each Lender, inter alia, 90,000 shares of common stock, par value $0.0001
per share, of Inc. (the “Inc. Common Shares”) for each unit of $25,000 loaned by such Lender
to Inc.; and 


          WHEREAS,
following the issuance of the Inc. Common Shares to the Lenders the capitalization of Inc.
shall be as set forth on Schedule 7.8 to the Loan Agreement, and DataSafe Group
Ltd.., shall remain the majority stockholder of Inc.; and


          WHEREAS,
pursuant to the Option Agreement, Inc. has the option to purchase from the Company and the
shareholders of the Company all of the outstanding shares of ordinary shares
of the Company and Inc. will use part of the proceeds of the Notes to exercise
this option; and


          WHEREAS,
in order to protect the value of their equity holdings in Inc. (and, indirectly, their equity
holdings in the Company), pursuant to this Agreement the Lenders wish to
provide that the Company shall not, and the Company wishes to agree that it
shall not,
Transfer (as such term is defined below) any or all of its Intellectual
Property or all or substantially all of its Assets (as such terms are defined
below) unless and until such time as it receives the consent of the Requisite
Lenders (as such term is defined in the Security Agreement);









          NOW,
THEREFORE, in consideration of the mutual covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:


          1.          Except
pursuant to pledges and liens on its assets to financial institutions and to Affiliates to
secure indebtedness incurred in an amount of up to $270,000 in the aggregate (as permitted
by the Notes), unless and until the earlier of (i) repayment in full of all amount owing
from Inc. to the Lenders, and (ii) receipt by the Company of the written
consent of the Requisite Lenders to any Transfer (which such consent may be withheld by any Lender
in its sole discretion), the Company shall not Transfer (other than licenses in the
ordinary course of business) any or all of its Intellectual Property or all or
substantially all of its Assets for any reason whatsoever, and unless
explicitly stated therein to the contrary any such consent shall be deemed
effective only for the specific Transfer that was the subject of such request for consent.
For purposes of this Agreement, the term (a) “Intellectual Property” shall have
the meaning commonly ascribed to such term including (but not limited to) all
(i) patents and applications therefor and patents issuing thereof, (ii)
trademarks, service marks, trade names, logos, domain names and general
intangibles of a like nature, and all applications, registrations and renewals
thereof, (iii) copyrights and registrations and applications therefore, (iv)
discoveries, concepts,
ideas, research and development, know-how, formulae, inventions, designs and
drawings and (v) software, computer programs, databases and compilations,
descriptions, flow-charts and associated work product, and all documentation related
to any of the foregoing, (b) “Assets” shall have the meaning commonly
ascribed to such term including (but not limited to) all (i) cash, cash
equivalents, and accounts receivables, (ii) inventory, furniture, equipment and
supplies, (iii) contracts and documents used in the business of the Company, (iv)
deposits and prepaid charges and expenses of the Company and (v) all goodwill
and other intangible assets of the Company, and (c) “Transfer” shall
include any sale, transfer, assignment, pledge, encumbrance or other disposition.


          2.          This
Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware, excluding that
body of law pertaining to conflict of law. Any disputes arising under or in
relation to this Agreement shall be resolved exclusively by the competent courts of the State
of Delaware.


          3.          The
waiver by any Party
of a breach of any provision of this Agreement shall not operate or be
construed as a further or continuing waiver of such breach or as a waiver of any other or
subsequent breach. No failure on the part of any Party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of such right, power or remedy by such Party preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies
provided by law.


          4.          If
any provision of
this Agreement is held by a court of competent jurisdiction to be unenforceable
under applicable law, then such provision shall be excluded from this
Agreement and the remainder of this Agreement shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its terms, provided,
however, that in such event this Agreement shall be interpreted so as to give
effect, to the greatest extent consistent with and permitted by applicable law,
to the meaning
and intention of the excluded provision as determined by such court of competent jurisdiction.


2









          5.          This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and enforceable against the parties actually executing such
counterpart, and all of which together shall constitute one and the same
instrument. Facsimile signatures
shall be considered originals.


3










          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


	
 

	
 


	
 

	
















	
 

	
 

	
 


	
 

	


	
 

	
 

	


	
 


	
 

	
The First State 

	
 





          I,
HARRIET SMITH WINDSOR, SECRETARY OF STATE OF
THE STATE OF DELAWARE, DO HEREBY CERTIFY “FUTUREIT,
INC.” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF
THE TWENTY-FIFTH DAY OF JANUARY, A.D. 2007.


          AND
I DO HEREBY FURTHER CERTIFY THAT THE SAID “FUTUREIT, INC.”
WAS INCORPORATED ON THE TWENTY-SIXTH DAY OF OCTOBER, A.D. 2006.


          AND
I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE
NOT BEEN ASSESSED TO DATE.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	



	
 

	
 

	
 

	
Harriet Smith Windsor, Secretary of State


	
4241613 8300

	
 

	
 

	
AUTHENTICATION:

	
  5381719


	
 

	
 

	
 

	
 

	
 


	
070083363

	
 

	
 

	
DATE:

	
  01-25-07





PAGE 1 









	
 

	
 

	
 


	
TABLE OF CONTENTS


	
 


	
1.

	
 

	
Loan Agreement


	
 

	
 

	
 


	
2.

	
 

	
Form
 of Note (Exhibit A)


	
 

	
 

	
 


	
3.

	
 

	
Corporate
 Resolutions (Schedule 2(A))


	
 

	
 

	
 


	
4.

	
 

	
Security
 Agreement (Exhibit B)


	
 

	
 

	
 


	
5.

	
 

	
Option
 Agreement (Exhibit C)


	
 

	
 

	
 


	
6.

	
 

	
Capitalization
 Table (Schedule 7.8)


	
 

	
 

	
 


	
7.

	
 

	
Side Agreement


	
 

	
 

	
 


	
8.

	
 

	
Good Standing Certificate


	
 

	
 

	
 


	
9.

	
 

	
Amendment
 to Bridge Loan Agreement