SB-2










Exhibit 10.23  



OPTION AGREEMENT 



        THIS
OPTION AGREEMENT (this “Agreement”) is made this 8th day of January, 2007
between FutureIT, Inc., a Delaware Corporation (“INC”), FutureIT 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 INC 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 INC.
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:	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. 



	FUTUREIT, INC.



BY: _________________________


NAME:______________________ 

TITLE:_______________________	FUTUREIT LTD.



BY: _________________________


NAME:______________________ 

TITLE:_______________________








______________________



OMER       NIRHOD 






	SHAMAD ORLAN LTD..



BY: _________________________


NAME:______________________ 

TITLE:_______________________