SB-2










Exhibit 10.8  



		
		
		
	Copy No. - ________________________	Provided to - __________________ 






FIRST AMENDMENT TO
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM 






FutureIT Inc. 


Up to 70 Units, each Unit consisting of

100,000 shares of Common Stock and

Warrants to purchase 46,200 shares of Common Stock

at $30,000 per Unit 








The Confidential Private Placement
Memorandum dated May 10, 2007 pf FutureIT, Inc. will be amended as set out below. 



This First Amendment to Confidential
Private Placement Memorandum is made such that: (1) the minimum number of Units (as
defined in the Private Placement Memorandum) of FutureIT Inc.‘s common stock offered
for sale under the Private Placement Memorandum decrease from 34 Units to 25 Units; and,
(2) the maximum number of Units of FutureIT Inc.‘s common stock offered for sale
under the Private Placement Memorandum will increase from 50 Units to 70 Units; and the
First Closing (as defined in the Private Placement Memorandum) date shall be extended to
August 31, 2007 (or to September 14, 2007 according to the Company’s sole
discretion). 



The following terms will be amended
as follows: 



	 	1. 	In
the Cover Page, the following will replace the first paragraph thereof:
               “FutureIT Inc. is offering for sale by means of this
               confidential Private Placement Memorandum up to 70 Units, each Unit
consisting                of 100,000 shares of our Common Stock and warrants to
purchase 46,200                shares of our Common Stock at $0.50 per share.”






	 	2. 	The
paragraph entitled “The Offering” under the chapter                “SUMMARY” will
read as follows: “We are offering to                eligible investors up
to 70 Units in the Company at $30,000 per Unit.                Each Unit consists of
100,000 shares of our Common Stock and warrants to                purchase 46,200
shares of our Common Stock at $0.50 per share (the                “Warrants”).
The Warrants will be exercisable until the                earlier of (i) 30 months
from the SB-2 registration becoming effective, or (ii)                the Closing of a
Qualified IPO or merger or acquisition that results in                a change of
control. The Offering is being made by J. H. Darbie &               Co, Inc.,
our exclusive Placement Agent (see “SUMMARY OF PROPOSED                TERMS”).
Any closing (the “First Closing”) of the Offering is subject to our
receipt, on or before August 31, 2007 (which may                be extended to September
14, 2007 in the Company’s sole discretion)                of duly completed
subscriptions for a minimum of 25 Units for aggregate gross                proceeds of
$750,000 (the “Minimum Offering”). If the maximum                number
of Units offered is sold (i.e., 70 Units), the gross proceeds to
               the Company would be $2,100,000 (the “Maximum Offering”). 

















	 	
If
less than 70 Units are sold at the First Closing, we plan to continue the Offering and
hold one or more additional  closings until the earlier of (i) the receipt of
sufficient subscriptions for the Maximum Offering, or (ii) September  14,
2007.” All other terms of said paragraph remain unchanged. 






	 	3. 	The
item entitled “Aggregate Offering Amount” under                “SUMMARY
OF PROPOSED TERMS” will read as follows: “Up                to $2.1 million,
to be sold in Units of $30,000. A minimum of 25 Units                will be required for
the First Closing.”






	 	4. 	The
item entitled “Future Issuances/Sales” under                “SUMMARY
OF PROPOSED TERMS” will read as follows: “We                and our
current stockholders, excluding the bridge investors referred to
               below, shall be permitted to issue (other than, an issuance by the
               Company in a Qualified IPO) or sell any shares of our Common Stock within
six                months following the date that the Form SB-2 is declared
effective by                the Securities and Exchange Commission or 18 months from the
First Closing of the Offering, whichever is sooner, up to the amount of $3
million, in                additional offerings that may have different terms than
the offering                described in this Confidential Private Placement Memorandum,
provided however,                that we will not offer our common stock and other
securities at a lower                price per share than the price specified in this Confidential
Private                Placement Memorandum. This restriction will not apply in the event
we receive                the consent of the majority of the investors in this
offering in                writing.”






	 	5. 	The
item entitled “Registration Rights” under “SUMMARY
               OF PROPOSED TERMS” will read as follows: “We have
undertaken at our expense to file a registration statement on Form SB-2 with
respect                to the (i) registration of 7000000 shares of Common Stock
issued                pursuant to the Subscription Agreement, (ii) 3,234,000 shares of
Common Stock                issuable upon exercise of the Warrants, and (iii)
1,440,000 shares of                Common Stock issued to the lenders pursuant to that
Bridge Loan                Agreement dated January 26, 2007 and to make our
commercially reasonable efforts                to keep this registration statement
effective for 18 months after it is                declared effective by the SEC. The
Units and the Warrants themselves will not be registered. We have undertaken to
indemnify the investors for                liability based upon alleged untrue statements
or omissions to state, of                material facts, and such Investors will
indemnify us for liability based solely upon written information provided by them
to us for use in the                registration statement, preliminary prospects, final
prospectus, or any                amendment or supplement thereto. In addition we
have undertaken to include all                such shares of common stock in any
further registration statement that                we may file with the SEC. These
registration rights will expire with                respect to any holder of our
Common Stock (and its affiliates, partners and                former partners) who may
become eligible to sell such stock under Rule                144 in a single
transaction.”






	 	6. 	The
Paragraph entitled “USE OF PROCEEDS” will read as follows:
               “The gross proceeds to us from the sale of the Units offered
by                us (assuming the Maximum Offering) are estimated to be $2100,000,
before                deducting the Placement Agent’s fees and expenses, and
the                estimated offering expenses payable by us, which are estimated to be
               approximately $1,790,000. If all Warrants issued in this offering
are                exercised (assuming the Maximum Offering), we will receive an additional
               $1627500 in proceeds.” All other terms of said paragraph remain
               unchanged. 

















	 	7. 	The
paragraph entitled “CAPITALIZATION” will read as follows: 






	 	
“The
following table sets forth our capitalization as of December 31, 2006: 






	 	1.	on
an as adjusted basis to give effect to effect to the acquisition of Future
               I.T Ltd. as of December 31, 2006; and 






	 	2.	on
an as adjusted basis to reflect the increase in the number of shares
               authorized to 30,000,000, the issuance of 1,940,000 shares of our
Common                Stock since December 31, 2006 for par value and the sale of our Common
               Stock in this offering, and the application of the estimated net proceeds
of                $1,790,000 from this Offering, after deducting the
estimated                offering fees and expenses payable by us, which are estimated to
be approximately $310,000. 










	 		December 31, 2006 

	 		Actual(1) 
	As adjusted 

	 	 		
	 	Cash and cash equivalents 	  	  	$ 	 0 	  	$ 	 1,790,000 	  
	 		
		
	
	 	 	 	 
	 	Shareholders' equity: 	  	  
	 	   Shares of Common Stock, $ 0.0001 par value per share; 	  	  
	 	      15,000,000 shares authorized; 15,000,000 shares issued 	  	  
	 	      and outstanding actual; 30,000,000 shares authorized; 	  	  
	 	      21,940,000 shares issued and outstanding as adjusted (2) 	  	  	$ 	 1,500 	  	$ 	 2,194 	  
	 	 	 	 
	 	   Additional paid in capital 	  	  	  	  	  	  	1,790,000 	  
	 		
		
	
	 	   Accumulated deficit 	  	  	$ 	 (1,166,265 	) 	$ 	 (1,166,265 	) 
	 		
		
	
	 	        Total shareholders' equity (deficit) 	  	  	$ 	 (1,164,765 	) 	$ 	 625,929 	  
	 		
		
	







	 	(1) 	Gives
effect to the acquisition of Future I.T Ltd. of December 31, 2006. 





	 	(2) 	Excludes
2,500,000 shares of Common Stock reserved for issuance pursuant to our
               employees’ stock option plan and pursuant to the Warrants issued in
the                Offering. 






	 	8. 	The
paragraph entitled “PRINCIPAL SHAREHOLDERS” will read as
          follows: 






        “The
following table sets forth certain information regarding the beneficial ownership of our
shares of Common Stock as of May 1, 2007, by the following: (i) each person who beneficial
owns more than 5% of the shares of our Common Stock; (ii) each of our executive officers
and directors; and (iii) all executive officers and directors as a group. As of May 1,
2007 there were 16,940,000 shares of our Common Stock outstanding 



        The
table below lists the beneficial ownership of our voting securities as of the date of this
Private Placement Memorandum by each person known by us to be the beneficial owner of more
than 5% of such securities, as well as by all our directors and officers. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with respect
to the shares shown. The table is based only on the issued and outstanding shares and does
not take into account Warrants pursuant to this offering or options in connection with the
Company’s incentive stock option plan. 

















	Name and Address

of Beneficial Owner 
	Amount and Nature of Beneficial

Ownership 
	% Before Offering 
	% After Offering 

	 			
				
	DataSafe Group Ltd. 	  	  	  	 	  	  	 	  	  	 	  
	4 Hamalcha Street, 	  	  
	North Industrial Area, Lod, 	  	  
	Israel 	  	  	  	15,500,000 	1  	  	91.5 	% 	  	66.13 	% 
	 	 	 
	Shmuel Bachar 	  	  	  	90,000 	2  	  	0.53 	% 	  	0.38 	% 
	 	 	 
	Omer Nirhod 	  	  	  	15,590,000 	3  	  	92.09 	% 	  	66.51 	% 
	 	 	 
	Michael Avnimelech 	  	  	  	0 	  	  	0 	  	  	0 	  
	 	 	 
	Ofer Gur-Arie 	  	  	  	0 	  	  	0 	  	  	0 	  
	 	 	 
	Nimrod Zahavi 	  	  	  	0 	  	  	0 	  	  	0 	  
	 	 	 
	Moti Awadish 	  	  	  	0 	  	  	0 	  	  	0 	  
	 	 	 
	Ziv Gad 	  	  	  	0 	  	  	0 	  	  	0 	  
	 	 	 
	Oren Martan 	  	  	  	0 	  	  	0 	  	  	0 	  
	 	 	 
	Nir Ben Yehuda 	  	  	  	0 	  	  	0 	  	  	0 	  
	 	 	 
	All officers and directors as a Group 	  	  	  	15,680,000 	  	  	92.56 	% 	  	66.89 	% 








	 	9. 	The
paragraph entitled “PLAN OF DISTRIBUTION” will read as
               follows: “The Minimum Offering will consist of 25 Units ($750,000)
and the Maximum Offering will consist of 70 Units ($2.100,000). We                have
retained J. H. Darbie & Co., Inc as our exclusive Placement
               Agent with respect to the Offering. We have undertaken to pay the
Placement                Agent a fee of 10% of the gross proceeds raised in the
Offering and                warrants to purchase 10% of the shares of our Common Stock
issued in the                Offering at an exercise price of $0.30 per share. We
have also undertaken to                issue to the Placement Agent 1500000 shares
of our Common Stock if the                maximum of 70 Units are sold in this Offering,
which will be reduced                proportionally according to the number of
Units actually sold.”               All other terms of said paragraph remain
unchanged. 










The date of this First Amendment to Confidential Private Placement Memorandum is August 9,
2007. 







1 DataSafe Group Ltd. is controlled by Mr. Omer Nirhod.  

2 The shares are held by his spouse and were issued in our January 2007 bridge           loan financing.  

3          The shares are held by the DataSafe Group Ltd.