SB-2











Exhibit 10.3  






AMENDMENT NO. 1 

(this “Amendment”)


dated February 1, 2007


to the


BRIDGE LOAN AGREEMENT 

(the “Agreement”)


dated January 26, 2007


By and between


FutureIT Inc., a Delaware corporation


(the “Company”)


and


the Lenders listed therein


(collectively, the “Lenders”)


WHEREAS: Section 1 of the
Agreement provides that the Company may issue Notes (as defined in the Agreement) in the aggregate
principal amount of up to $375,000; and


WHEREAS: the Company wishes to
issue an additional Note in the principal amount of $25,000.


NOW, THEREFORE, the Company and the Lenders holding at
least sixty six percent (66%) of the
principal amount of the outstanding Notes agree as follows:



	
 

	
 


	
1.

	
Amendment to the Agreement


	
 

	
 


	
The Company may issue an
additional Note in the principal amount of $25,000 so that the total aggregate principal amount of the
Notes that can be issued pursuant to the Agreement shall be $400,000 and,
consequently, the following amendments will be made to the Agreement:


	
 

	
 


	
1.1

	
The number “375,000” as it
  appears in all places in Section 1 of the Agreement shall be replaced by “400,000”;


	
 

	
 


	
1.2

	
The amount of Shares (as
  defined in the Agreement) that the Company can issue under the Agreement as specified in Section 1 of the Agreement
  shall be amended from “1, 350,000”
  to “1,440,000”;


	
 

	
 


	
1.3

	
The percentages “0.465%” and
  “6.98%” as specified in Section I of the Agreement will be amended to “0.463%” and “7.41%”,
respectively.


	
 

	
 


	
1.4

	
Schedule 7.8 to the Agreement
  will be replaced by the Schedule 7.8 attached hereto.


	
 

	
 















	
 

	
 


	
2.

	
Effectiveness.





This Amendment will become
effective once signed by the holders of at least sixty six percent (66%) of the principal amount of the
outstanding Notes.




	
 

	
 


	
3.

	
Counterparts and Signature by Facsimile





This Amendment 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.


[Signature page follows]


2










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


               FutureIT,
Inc.


	
  

 	
  

 
	
 By:

 	
 

 
	
 


 
	
  

 	
  

 
	
 Name:

 	
 

 
	
 Title:

 	
 C.O.B

 
	
  


 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Maller Estate Planning Trust

 	
  

 	
  

 	
 Dahav Financial Systems Ltd.

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 By:

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
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 Adia Bachar

 	
  

 	
  

 	
 Itzhak Gillam

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Omer Nirhod 

 	
  

 	
  

 	
 Yosef Bar Eli

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 




3










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Avraham and Angela Lehrer

 	
  

 	
  

 	
 Matthew Wohl

 
	
  

 	
  

 	
  

 	
  

 
	
  


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Daniel Zahavi

 	
  

 	
  

 	
 Farida Suksaman Diemal

 
	
  

 	
  

 	
  

 	
  

 
	
  


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Avraham Gafner

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 





Signature page of Amendment #1 to Bridge Loan Agreement 


4









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


               FutureIT,
Inc.


	
  

 	
  

 
	
 By:

 	
 

 
	
 


 
	
  

 	
  

 
	
 Name:

 	
  

 
	
 


 
	
  

 	
  

 
	
 Title:

 	
  

 
	
 


 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Maller Estate Planning Trust

 	
  

 	
  

 	
 Dahav Financial Systems Ltd.

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 By:

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
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 Adia Bachar

 	
  

 	
  

 	
 Itzhak Gillam

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Omer Nirhod 

 	
  

 	
  

 	
 Yosef Bar Eli

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 




3










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Avraham and Angela Lehrer

 	
  

 	
  

 	
 Matthew Wohl

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Daniel Zahavi

 	
  

 	
  

 	
 Farida Suksaman Diemal

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Avraham Gafner

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 




Signature page of Amendment #1 to Bridge Loan Agreement 


4









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


               FutureIT,
Inc.



	
  

 	
  

 
	
 By:

 	
 

 
	
 


 
	
  

 	
  

 
	
 Name:

 	
  

 
	
 


 
	
  

 	
  

 
	
 Title:

 	
  

 
	
 


 
















	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Maller Estate Planning Trust

 	
  

 	
  

 	
 Dahav Financial Systems Ltd.

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 	
 By:

 	
 

 
	



 	
  

 	
  

 	



 
	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
  Name:

 	
 

 
	



 	
  

 	
  

 	



 
	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 	
  

 	
 Title:

 	
 CFO

 
	



 	
  

 	
  

 	



 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Adia Bachar

 	
  

 	
  

 	
 Itzhak Gillam

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Omer Nirhod 

 	
  

 	
  

 	
 Yosef Bar Eli

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 




3











	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Avraham and Angela Lehrer

 	
  

 	
  

 	
 Matthew Wohl

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Daniel Zahavi

 	
  

 	
  

 	
 Farida Suksaman Diemal

 
	
  

 	
  

 	
  

 	
  

 
	
 

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Avraham Gafner

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 





Signature page of Amendment #1 to Bridge Loan Agreement 


4











	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Avraham and Angela Lehrer

 	
  

 	
  

 	
 Matthew Wohl

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Daniel Zahavi

 	
  

 	
  

 	
 Farida Suksaman Diemal

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Avraham Gafner

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 





Signature page of Amendment #1 to Bridge Loan Agreement 



4











	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 THRIFT WAREHOUSES, INC.

 
	
 Avraham and Angela Lehrer

 	
  

 	
  

 	
 Matthew Wohl,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Daniel Zahavi

 	
  

 	
  

 	
 Farida Suksaman Diemal

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Avraham Gafner

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 





Signature page of Amendment #1 to Bridge Loan Agreement 


4









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


	
  

 
	
 FutureIT, Inc.
  

 
	
 By:



 Name:



 Title:



 






	
  

 	
  

 
	
 
Maller Estate Planning Trust
 

 By:



 Name:



 Title:



  

 	
 
Dahav Financial Systems Ltd:
 

 By:



 Name:



 Title:



  

 
	
 
Adia Bachar
 






 	
 
Itzhak Gillam
 

 





 
	
 
Omer Nirhod
 





 	
 
Yosef Bar Eli
 



 



3









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


	
  

 
	
 FutureIT, Inc.
 

 
	
 By:



 Name:



 Title:



 






	
  

 	
  

 
	
 
Maller Estate Planning Trust
 

 By:



 Name:



 Title:



  

 	
 
Dahav Financial Systems Ltd.
 

 By:



 Name:



 Title:



  

 
	
 
Adia Bachar
 

 



 	
 
Itzhak Gillam
 







 
	
 
Omer Nirhod
 





 	
 
Yosef Bar Eli
 



 



3










	
  

 	
  

 
	
  
Avraham and Angela Lehrer

 





 	
 
Matthew Wohl




 
	
 
Daniel Zahavi




 	
 
Farida Suksaman Diemal



  
	
 
Avraham Gafner




 	
  

 



Signature page of Amendment #1 to Bridge Loan Agreement 


4









Future IT Cap table



	Stockholder
	Common Stock
	%

	 		
			
			
			
	DataSafe Group Ltd.	 	 	 	18,000,000	 	 	92.59	%
	Bridge loan for 375,000	 	 	 	1,440,000	 	 	7.41	%
		
		
	
	                                         Subtotal:  	   	   	   	19,440,000  	   	   	100  	%  
	 	 	 
	Fully Diluted 	 	 
	 	 	 
	DataSafe Group Ltd.	 	 	 	15,500,000.00	 	 	52.84	%
	Investors	 	 	 	7,500,000.00	 	 	25.57	%
	Bridge	 	 	 	1,440,000.00	 	 	4.91	%
	Workers of DataSafe Group Ltd.	 	 	 	2,500,000.00	 	 	8.52	%
	JHD	 	 	 	2,394,000.00	 	 	8.16	%
		
		
	
	                                            Total:  	   	   	   	29,334,000.00  	   	   	100.00  	%