10-Q











Exhibit 10.2  



FORM OF CONSULTANCY
AGREEMENT 



June , 2009  










Shmuel Bachar
 CEO
 4 Hamelacha Street

North Industrial Area
 Lod, Israel  





Dear Mr. Bachar, 



This Agreement, dated as of May 28,
2009 is entered into by and between Future IT (“The Company”) with offices
located at 4 Hamelacha Street Lod, Israel and Stanley Wunderlich. (the
“Consultant”) with a home address of XXXXXXXXXXXXX and an office address of 880
Third Avenue 6th floor New York NY 10022 



RECITALS 



Whereas, the Consultant has
experience in the investment banking and financial services business, investor relations,
and corporate development activities, 



Whereas, the Consultant desires to
provide the financial advisory services (the “Services”) set forth in Section 3
hereof to the Company and the Company desires to retain the Consultant to provide the
Services to the Company. 



NOW THEREFORE, in consideration of
the premises and the mutual covenants and agreement hereinafter set forth, the parties
hereto covenant and agree as follows: 



     1.
          Retention. The Company hereby retains the Consultant, and the Consultant agrees
          to be retained by the Company, to perform the Services as a Consultant to the
          Company on the terms and conditions set forth herein. The parties agree that the
          Consultant shall be retained by the Company as an independent contractor on a
          consulting basis and not as an employee of the Company. 



     2.
          Term. The term of this Agreement shall commence on the date hereof and shall end
          on October 31, 2009, unless terminated earlier pursuant to Section 6 hereof. 



     3.
          Duties of Consultant. During the term of this Agreement Consultant shall provide
          the Company with such regular and customary consulting advice as is reasonably
          requested by the Company, within the scope of the services enumerated below. It
          is understood and acknowledged by the parties that the value of
          Consultant’s advice is not readily quantifiable, and that Consultant shall
          be obligated to render advice upon the request of the Company, in good faith,
          but not be obligated to spend any specific amount of time in so doing. 



     4.
          Compensation. In consideration for the services rendered by Consultant to the
          Company pursuant to this Agreement, the Company shall pay to the Consultant
          25,000 restricted shares of Future IT and additional shares as described in the
          schedule at the end of this paragraph.. This fee will include all regular,
          ongoing routine out of pocket expenses, including communications (except press
          releases) mailings, fax broadcasts, etc. Unusual special requests would be
          approved in advance, and paid for by the company i.e. trip to Israel. The
          Company agrees to issue restricted shares in accordance with this schedule. 













	 	—	A
five (5) month consulting agreement for Stanley Wunderlich to consult to Future IT Inc.
based on providing a range of strategic financial services, consistent with the services
discussed by the parties hereto in connection the negotiation of this Agreement. 






	 	—	Agreement
to be renewed on a month-to-month basis  






	 	—	25,000
restricted shares to be issued upon signing of the Agreement  








	 	—	25,000
restricted shares to be issued by the 10th of month 2






	 	—	50,000
restricted shares to be issued by the 10th of month 3






	 	—	75,000
restricted shares to be issued by the 10th of month 4






	 	—	75,000
restricted shares to be issued by the 10th of month 5






250,000 warrants to be
issued at the end of the five month period, at an exercise price of $.25 pershare, the
warrants will expire after 18 months.  



     5.
          Confidentiality. Consultant acknowledges that as a consequence of its
          relationship with the Company, it has been and will continue to be given access
          to ideas, trade secrets, methods, customer information, business plans and other
          confidential and proprietary information of the Company (collectively,
          “Confidential Information”). Consultant agrees that it shall maintain
          in confidence, and shall not disclose directly or indirectly, to any third
          parties or use for any purposes (other than the performance hereof), any
          Confidential Information for the term of this Agreement and a period of seven
          years thereafter, unless previously approved by the Company in writing. The
          parties hereto agree that irreparable damage would occur in the event that any
          of the provisions of this Section 5 are not performed by the Consultant in
          accordance with their specific terms or are otherwise breached by the
          Consultant. It is accordingly agreed that the Company shall be entitled to an
          injunction or injunctions to prevent breaches of this section 5 and to enforce
          specifically the terms and provisions hereof in any court of the United States
          or any State having jurisdiction in addition to any other remedy to which they
          are entitled at law or in equity. 



     6.
          Expiration of the term of the Agreement, or upon fourteen (14) days written
          notice by either party 



     7.
          Compliance with Law. The Consultant agrees that in performing this Agreement
          that the Consultant shall comply with the applicable provisions of the
          Securities Act of 1933, as amended and the Securities Exchange of 1934, as
          amended. The applicable rules and regulations of the National Association of
          Securities Dealers, Inc. “FINRA” and any other applicable federal,
          state or foreign laws, rules and regulations. 



     8.
          Indemnity. The Consultant shall indemnify the Company, its directors, officers,
          stockholders, representatives, agents and affiliates (collectively, the
          “Affiliated Parties”) from and against any and all losses, damages,
          fines, fees, penalties, deficiencies, expenses, including expenses of
          investigation, court costs and fees and expenses of attorneys, which the Company
          of its Affiliated Parties may sustain at any time resulting from, arising out of
          or relating to the breach or failure to comply with any of the covenants or
          agreements of the Consultant or its Affiliated Parties contained in this
          Agreement. 













     9.
          Notices. Notices, other communications or deliveries required or permitted under
          this Agreement shall be in writing delivered by hand against receipt, certified
          mail return receipt, or reputable overnight courier to the addresses set forth
          below or to such address as a party may designate in accordance with this
          paragraph and shall be effective upon the earlier of: 



	 	
i)         actual receipt  





	 	
ii)                     three (3) calendar days if sent by certified mail; or one (1) day if
sent by                     overnight courier.  






     A.
          To the Company at: 4 Hamelacha Street Lod, Israel 



	 	
 Attention:
Shmuel Bachar 
CEO/President  


 



     B.
          To the Consultant at: 880 Third Avenue, 6th floor New York, NY 10022 



     10.
          Applicable Law. This agreement shall be governed by the internal laws of the
          State of New York without regard to its conflict of law provisions. 



If the foregoing sets forth your
understanding of our agreement, kindly indicated your agreement by signing on the space
provided below. 



Very truly yours 



By:________________________ 



Name: Stanley Wunderlich 



Agreed and Accepted by:  



By: _____________________
Name:
Shmuel Bachar CEO