SB-2










Exhibit 10.22  



INDEMNIFICATION
AGREEMENT 



        This
Indemnification Agreement (this “Agreement”) is made and entered into as of the
___ day of December 2007 by and between FutureIT, Inc., a Delaware corporation (the
“Corporation”), and ___________(“Indemnitee”). 



W  I  T  N  E  S  S  E  T  H: 



        WHEREAS,
Indemnitee is currently serving or is about to begin serving as a director and/or officer
of the Corporation and/or in another Corporate Status, and Indemnitee is willing, subject
to, among other things, the Corporation’s execution of this Agreement, to continue in
or assume such capacity or capacities; and 



        WHEREAS,
the Amended and Restated Certificate of Incorporation of the Corporation provide that the
Corporation shall indemnify directors and officers of the Corporation in the manner set
forth therein; and 



        WHEREAS,
the Corporation and Indemnitee desire to enter into this Agreement to induce Indemnitee to
provide services as contemplated hereby and the Corporation has deemed it to be in its
best interest to enter into this Agreement with Indemnitee. 



        NOW,
THEREFORE, in consideration of Indemnitee’s agreement to provide services to the
Corporation and/or certain of its affiliates as contemplated by this Agreement, the mutual
agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows. 



1. Certain
Definitions 



        As
used herein, the following words and terms shall have the following respective meanings
(whether singular or plural): 



        “Change
of Control” means a change in control of the Corporation after the date
Indemnitee acquired his Corporate Status, which shall be deemed to have occurred in any
one of the following circumstances occurring after such date: (i) there shall have
occurred an event required to be reported with respect to the Corporation in response to
Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar
item or any similar schedule or form) promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), whether or not the Corporation is then
subject to such reporting requirement; (ii) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) shall have become the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing 40% or more of the
combined voting power of the Corporation’s then outstanding voting securities without
prior approval of at least two-thirds of the members of the Board of Directors in office
immediately prior to such person attaining such percentage interest; (iii) the
Corporation is a party to a merger, consolidation, sale of assets or other reorganization,
or a proxy contest, as a consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority of the
Board of Directors thereafter; or (iv) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of Directors
(including, for this purpose, any new director whose election or nomination for election
by the Corporation’s shareholders was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning of such period)
cease for any reason to constitute at least a majority of the Board of Directors. 














        “Corporate
Status” describes the status of Indemnitee as a director, officer, employee,
agent or fiduciary of the Corporation or of any other corporation, partnership, limited
liability company, association, joint venture, trust, employee benefit plan or other
enterprise that Indemnitee is or was serving at the express written request of the
Corporation. 



        “Court”
means the District Court of Tulsa County of the State of Oklahoma or any other court of
competent jurisdiction. 



        “DGCL”
means the Delaware General Corporation Law, as amended from time to time. 



        “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, or being or
preparing to be a witness in a Proceeding. 



        “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the five years previous to his
selection or appointment has been, retained to represent: (i) the Corporation or
Indemnitee in any matter material to either such party or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder. 



        “Matter”
is a claim, a material issue or a substantial request for relief. 



        “Proceeding”
includes any action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other proceeding, whether civil, criminal,
administrative or investigative, except one initiated by Indemnitee pursuant to
Section 6.01 of this Agreement to enforce his rights under this Agreement. 














2. Services by
Indemnitee 



	2.01 	Services
by Indemnitee. Indemnitee agrees to serve or continue to serve in his current
capacity or capacities as a director, officer, employee, agent or fiduciary of the
Corporation. Indemnitee also agrees to serve, as the Corporation may request from time to
time, as a director, officer, employee, agent or fiduciary of any other corporation,
partnership, limited liability company, association, joint venture, trust or other
enterprise in which the Corporation has an interest. Indemnitee and the Corporation each
acknowledge that they have entered into this Agreement as a means of inducing Indemnitee
to serve the Corporation in such capacities. 






	2.02 	Termination
of Services. Indemnitee may at any time and for any reason resign from such position
or positions (subject to any other contractual obligation or any obligation imposed by
operation of law). The Corporation shall have no obligation under this Agreement to
continue Indemnitee’s service to the Corporation in any such position for any period
of time and shall not be precluded by the provisions of this Agreement from removing or
terminating Indemnitee from any such position at any time. 






3.
Indemnification 



	3.01 	General. The
Corporation shall, to the fullest extent permitted by, and subject to the limitations
specified by, applicable law in effect on the date hereof, and to such greater extent as
applicable law may thereafter permit, indemnify and hold Indemnitee harmless from and
against any and all losses, liabilities, claims, damages and, subject to Section 3.02,
Expenses (as this and all other capitalized words are defined in Article 1. of
this Agreement), whatsoever, other than in an action by or in the right of the
Corporation, arising out of any event or occurrence related to the fact that Indemnitee
is or was a director or officer of the Corporation or is or was serving at the express
written request of the Corporation in another Corporate Status. 






	3.02 	Expenses. If
Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the
merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the merits
or otherwise, as to any Matter in such Proceeding, the Corporation shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf
relating to such Matter. The termination of any Matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such Matter.
To the extent that the Indemnitee is, by reason of his Corporate Status, a witness in any
Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith. 

















4. Advancement of
Expenses 



	4.01 	Advances. In
the event of any threatened or pending action, suit or proceeding in which Indemnitee is
a party or is involved and that may give rise to a right of indemnification under this
Agreement, following written request to the Corporation by Indemnitee, the Corporation
shall promptly pay to Indemnitee amounts to cover expenses reasonably incurred by
Indemnitee in such proceeding in advance of its final disposition upon the receipt by the
Corporation of (i) a written undertaking executed by or on behalf of Indemnitee providing
that Indemnitee will repay the advance if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified by the Corporation under applicable law or
as provided in this Agreement and (ii) satisfactory evidence as to the amount of such
expenses. 






	4.02 	Repayment
of Advances or Other Expenses. Indemnitee agrees that Indemnitee shall reimburse the
Corporation for all expenses paid by the Corporation in defending any civil, criminal,
administrative or investigative action, suit or proceeding against Indemnitee in the
event and only to the extent that it shall be determined pursuant to the provisions of
this Agreement or by final judgment or other final adjudication under the provisions of
any applicable law that Indemnitee is not entitled to be indemnified by the Corporation
for such expenses. 






5.
Procedure for Determination of Entitlement to Indemnification 



	5.01 	Request
for Indemnification. To obtain indemnification, Indemnitee shall submit to the
Secretary of the Corporation a written claim or request. Such written claim or request
shall contain sufficient information to reasonably inform the Corporation about the
nature and extent of the indemnification or advance sought by Indemnitee. At the request
of the Corporation, Indemnitee shall furnish such further documentation and information
as are reasonably available to Indemnitee that will establish that Indemnitee is entitled
to indemnification hereunder. The Secretary of the Corporation shall promptly advise the
Board of Directors of such request. 






	5.02 	Determination
of Entitlement; No Change of Control. If there has been no Change of Control at the
time the request for indemnification is submitted, Indemnitee’s entitlement to
indemnification shall be determined in accordance with Section 145(d) of the DGCL.
If entitlement to indemnification is to be determined by Independent Counsel, the
Corporation shall furnish notice to Indemnitee within 10 days after receipt of the
request for indemnification, specifying the identity and address of Independent Counsel.
The Indemnitee may, within 14 days after receipt of such written notice of
selection, deliver to the Corporation a written objection to such selection. Such
objection may be asserted only on the ground that the Independent Counsel so selected
does not meet the requirements of Independent Counsel and the objection shall set forth
with particularity the factual basis for such assertion. If there is an objection to the
selection of Independent Counsel, either the Corporation or Indemnitee may petition the
Court for a determination that the objection is without a reasonable basis and/or for the
appointment of Independent Counsel selected by the Court. 

















	5.03 	Determination
of Entitlement; Change of Control. If there has been a Change of Control at the time
the request for indemnification is submitted, Indemnitee’s entitlement to
indemnification shall be determined in a written opinion by Independent Counsel selected
by Indemnitee. Indemnitee shall give the Corporation, within 10 days after receipt of the
request for indemnification, written notice advising of the identity and address of the
Independent Counsel so selected. The Corporation may, within 14 days after receipt of
such written notice of selection, deliver to the Indemnitee a written objection to such
selection. Indemnitee may, within five days after the receipt of such objection from the
Corporation, submit the name of another Independent Counsel and the Corporation may,
within seven days after receipt of such written notice of selection, deliver to the
Indemnitee a written objection to such selection. Any objections referred to in this Section 5.03 may
be asserted only on the ground that the Independent Counsel so selected does not meet the
requirements of Independent Counsel and such objection shall set forth with particularity
the factual basis for such assertion. Indemnitee may petition the Court for a
determination that the Corporation’s objection to the first and/or second selection
of Independent Counsel is without a reasonable basis and/or for the appointment as
Independent Counsel of a person selected by the Court. 






	5.04 	Procedures
of Independent Counsel. If a Change of Control shall have occurred before the request
for indemnification is sent by Indemnitee, Indemnitee shall be presumed (except as
otherwise expressly provided in this Agreement) to be entitled to indemnification upon
submission of a request for indemnification in accordance with Section 5.01 of
this Agreement, and thereafter the Corporation shall have the burden of proof to overcome
the presumption in reaching a determination contrary to the presumption. The presumption
shall be used by Independent Counsel as a basis for a determination of entitlement to
indemnification unless the Corporation provides information sufficient to overcome such
presumption by clear and convincing evidence or the investigation, review and analysis of
Independent Counsel convinces him by clear and convincing evidence that the presumption
should not apply. 

















	 	
Except
in the event that the determination of entitlement to indemnification is to be made by
Independent Counsel, if the person or persons empowered under Section 5.02 or
5.03 of this Agreement to determine entitlement to indemnification shall not have
made and furnished to Indemnitee in writing a determination within 60 days after
receipt by the Corporation of the request therefor, the requisite determination of
entitlement to indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification unless Indemnitee knowingly misrepresented a material
fact in connection with the request for indemnification or such indemnification is
prohibited by applicable law. The termination of any Proceeding or of any Matter therein,
by judgment, order, settlement or conviction, or upon a plea of nolo 
contendere or its equivalent, shall not (except as otherwise expressly provided in
this Agreement) of itself adversely affect the right of Indemnitee to indemnification or
create a presumption that Indemnitee did not act in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the Corporation, or
with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe
that his conduct was unlawful. A person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries of an
employee benefit plan of the Corporation shall be deemed to have acted in a manner not
opposed to the best interests of the Corporation. 






	 	
For
purposes of any determination hereunder, a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, or, with respect to any criminal action or Proceeding, to have had no
reasonable cause to believe his conduct was unlawful, if his action is based on the
records or books of account of the Corporation or another enterprise or on information
supplied to him by the officers of the Corporation or another enterprise in the course of
their duties or on the advice of legal counsel for the Corporation or another enterprise
or on information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or other
expert selected with reasonable care by the Corporation or another enterprise. The term
“another enterprise” as used in this Section shall mean any other corporation or
any partnership, limited liability company, association, joint venture, trust, employee
benefit plan or other enterprise of which such person is or was serving at the express
written request of the Corporation as a director, officer, employee or agent. The
provisions of this paragraph shall not be deemed to be exclusive or to limit in any way
the circumstances in which an Indemnitee may be deemed to have met the applicable
standards of conduct for determining entitlement to rights under this Agreement. 






	5.05 	Independent
Counsel Expenses. If it shall be determined by Independent Counsel that Indemnitee is
entitled to indemnification under this Agreement, the Corporation shall pay any and all
reasonable fees and expenses of Independent Counsel incurred acting pursuant to this Article
5. and in any proceeding to which it is a party or witness in respect of its
investigation and written report and shall pay all reasonable fees and expenses incident
to the procedures in which such Independent Counsel was selected or appointed. No
Independent Counsel may serve if a timely objection has been made to his selection until
a Court has determined that such objection is without a reasonable basis. 

















6.
Certain Remedies of Indemnitee 



	6.01 	Adjudication.
In the event that (i) a determination is made pursuant to Section 5.02 or
5.03 hereof that Indemnitee is not entitled to indemnification under this
Agreement; (ii) advancement of Expenses is not timely made pursuant to Section 4.01 of
this Agreement; (iii) Independent Counsel has not made and delivered a written
opinion determining the request for indemnification (a) within 90 days after
being appointed by the Court, or (b) within 90 days after objections to his
selection have been overruled by the Court or (c) within 90 days after the time
for the Corporation or Indemnitee to object to his selection; or (iv) payment of
indemnification is not made within 20 days after a determination of entitlement to
indemnification has been made or deemed to have been made pursuant to Section 5.02,
5.03 or 5.04 of this Agreement, Indemnitee shall be entitled to an adjudication in
the Court, or in any other court of competent jurisdiction, of his entitlement to such
indemnification or advancement of Expenses. In the event that a determination shall have
been made that Indemnitee is not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 6.01 shall be conducted in all
respects as a de novo trial on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination. If a Change of Control shall have occurred, in
any judicial proceeding commenced pursuant to this Section 6.01, the
Corporation shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be. If a determination shall
have been made that Indemnitee is entitled to indemnification, the Corporation shall be
bound by such determination in any judicial proceeding commenced pursuant to this Section 6.01,
or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection
with the request for indemnification, or such indemnification is prohibited by law.  






	 	
The
Corporation shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Section 6.01 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable, and shall stipulate in any such
proceeding that the Corporation is bound by all provisions of this Agreement. In the event
that Indemnitee, pursuant to this Section 6.01, seeks a judicial adjudication
to enforce his rights under, or to recover damages for breach of, this Agreement,
Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by
the Corporation against, any and all Expenses actually and reasonably incurred by him in
such judicial adjudication, but only if he prevails therein. If it shall be determined in
such judicial adjudication that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the Expenses actually and reasonably
incurred by Indemnitee in connection with such judicial adjudication or arbitration shall
be appropriately prorated. 

















7.
Participation by the Corporation 



	7.01 	Participation
by the Corporation. With respect to any such claim, action, suit, proceeding or
investigation as to which Indemnitee notifies the Corporation of the commencement
thereof: (a) the Corporation will be entitled to participate therein at its own expense;
(b) except as otherwise provided below, to the extent that it may wish, the Corporation
(jointly with any other indemnifying party similarly notified) will be entitled to assume
the defense thereof, with counsel reasonably satisfactory to Indemnitee. After receipt of
notice from the Corporation to Indemnitee of the Corporation’s election so to assume
the defense thereof, the Corporation will not be liable to Indemnitee under this
Agreement for any legal or other expenses subsequently incurred by Indemnitee in
connection with the defense thereof other than reasonable costs of investigation or as
otherwise provided below. Indemnitee shall have the right to employ his own counsel in
such action, suit, proceeding or investigation but the fees and expenses of such counsel
incurred after notice from the Corporation of its assumption of the defense thereof shall
be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has
been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that
there is a conflict of interest between the Corporation and Indemnitee in the conduct of
the defense of such action or (iii) the Corporation shall not in fact have employed
counsel to assume the defense of such action, in each of which cases the fees and
expenses of counsel employed by Indemnitee shall be subject to indemnification pursuant
to the terms of this Agreement (the Corporation shall not be entitled to assume the
defense of any action, suit, proceeding or investigation brought in the name of or on
behalf of the Corporation or as to which Indemnitee shall have made the conclusion
provided for in (ii) above); and (c) the Corporation shall not be liable to indemnify
Indemnitee under this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent, which consent shall not be unreasonably withheld.
The Corporation shall not settle any action or claim in any manner that would impose any
limitation or unindemnified penalty on Indemnitee without Indemnitee’s written
consent, which consent shall not be unreasonably withheld. 






8.
Miscellaneous 



	8.01 	Nonexclusivity
of Rights; Term. The rights of indemnification and advancement of Expenses as
provided by this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled to under applicable law, the Corporation’s
Certificate of Incorporation, the Corporation’s Bylaws, any agreement, a vote of
shareholders or a resolution of directors, or otherwise. No amendment, alteration or
repeal of this Agreement or any provision hereof shall be effective as to Indemnitee for
acts, events and circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. 

















	 	
This
Agreement shall continue until and terminate upon the later of: (a) 10 years after the
date that Indemnitee has ceased to serve as a director, officer, employee, agent or
fiduciary of the Corporation or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which Indemnitee served at the express
written request of the Corporation or (b) the final termination of all pending Proceedings
in respect of which Indemnitee is granted rights of indemnification or advancement of
expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 6 of
this Agreement relating thereto. In addition, no legal action shall be brought and no
cause of action shall be asserted by or in the right of the Corporation against
Indemnitee, Indemnitee’s estate, spouse, heirs, executors or personal or legal
representatives after the expiration of 5 years from the date of accrual of such cause of
action, and any claim or cause of action of the Corporation shall be extinguished and
deemed released unless asserted by the timely filing of a legal action within such five 5
year period; provided, however, that if any shorter period of limitations is otherwise
applicable to any such cause of action, such shorter period shall govern. 






	8.02 	Insurance
and Subrogation. The Corporation shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if, but only to the extent that,
Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise. In the event of any payment hereunder, the Corporation
shall be subrogated to the extent of such payment to all the rights of recovery of
Indemnitee, who shall execute all papers required and take all action reasonably
requested by the Corporation to secure such rights, including execution of such documents
as are necessary to enable the Corporation to bring suit to enforce such rights. 






	8.03 	Acknowledgment
of Certain Matters. Both the Corporation and Indemnitee acknowledge that in certain
instances, applicable law or public policy may prohibit indemnification of Indemnitee by
the Corporation under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Corporation has undertaken or may be required in the future to
undertake, by the Securities and Exchange Commission, to submit the question of
indemnification to a court in certain circumstances for a determination of the Corporation’s
right under public policy to indemnify Indemnitee. 






	8.04  	Amendment.
This Agreement may not be modified or amended except by a written instrument
executed by or on behalf of each of the parties hereto. 






	8.05 	Waivers.
The observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) by the party entitled to
enforce such term only by a writing signed by the party against which such waiver is to
be asserted. Unless otherwise expressly provided herein, no delay on the part of any
party hereto in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party hereto of any right, power
or privilege hereunder operate as a waiver of any other right, power or privilege
hereunder nor shall any single or partial exercise of any right, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder. 

















	8.06 	Entire
Agreement. This Agreement and the documents referred to herein constitute the entire
agreement between the parties hereto with respect to the matters covered hereby, and any
other prior or contemporaneous oral or written understandings or agreements with respect
to the matters covered hereby are superseded by this Agreement. 






	8.07 	Severability. If
any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Agreement shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable. 






	8.08 	Certain
Actions For Which Indemnification Is Not Provided. Notwithstanding any other
provision of this Agreement, Indemnitee shall not be entitled to indemnification or
advancement of Expenses under this Agreement with respect to any Proceeding, or any
Matter therein, brought or made by Indemnitee against the Corporation or brought or made
by the Corporation against Indemnitee. 






	8.09 	Notices.
Promptly after receipt by Indemnitee of notice of the commencement of any action,
suit or proceeding, Indemnitee shall, if he anticipates or contemplates making a claim
for expenses or an advance pursuant to the terms of this Agreement, notify the
Corporation of the commencement of such action, suit or proceeding; provided, however,
that any delay in so notifying the Corporation shall not constitute a waiver or release
by Indemnitee of rights hereunder and that any omission by Indemnitee to so notify the
Corporation shall not relieve the Corporation from any liability that it may have to
Indemnitee otherwise than under this Agreement. Any communication required or permitted
to the Corporation shall be addressed to the Secretary of the Corporation and any such
communication to Indemnitee shall be addressed to the Indemnitee’s address as shown
on the Corporation’s records unless the Indemnitee specifies otherwise and shall be
personally delivered or delivered by overnight mail delivery. Any such notice shall be
effective upon receipt. 






	8.10 	Governing
Law. This Agreement shall be construed in accordance with and governed by the laws of
the State of Delaware without regard to any principles of conflict of laws that, if
applied, might permit or require the application of the laws of a different jurisdiction. 






	8.11 	Headings. The
Article and Section headings in this Agreement are for convenience of reference only, and
shall not be deemed to alter or affect the meaning or interpretation of any provisions
hereof. 

















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






	8.13 	Use
of Certain Terms. As used in this Agreement, the words “herein,”“hereof,” and
“hereunder” and other words of similar import refer to this Agreement as a
whole and not to any particular paragraph, subparagraph, section, subsection, or other
subdivision. Whenever the context may require, any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular form of
nouns, pronouns and verbs shall include the plural and vice versa. 






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






	 	 FutureIT, Inc. 









	 	By:   

Name: 

Title:
	______________________________

______________________________

______________________________









	 	______________________









	 	By:  

Name:
	______________________________

______________________________