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...

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

Xxxxxx Estate Planning Trust			Dahav Financial Systems Ltd.
By:			By:
Name:			Name:
Title:			Title:
Xxxx Xxxxxx			Xxxxxx Xxxxxx
Omer Nirhod			Xxxxx Xxx Xxx

3

Avraham and Xxxxxx Xxxxxx			Xxxxxxx Xxxx
Xxxxxx Xxxxxx			Xxxxxx Suksaman Diemal
Xxxxxxx Xxxxxx

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:

Xxxxxx Estate Planning Trust			Dahav Financial Systems Ltd.
By:			By:
Name:			Name:
Title:			Title:
Xxxx Xxxxxx			Xxxxxx Xxxxxx
Omer Nirhod			Xxxxx Xxx Xxx

3

Avraham and Xxxxxx Xxxxxx			Xxxxxxx Xxxx
Xxxxxx Xxxxxx			Xxxxxx Suksaman Diemal
Xxxxxxx Xxxxxx

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:

Xxxxxx Estate Planning Trust				Dahav Financial Systems Ltd.
By:				By:
Name:				Name:
Title:				Title:	CFO
Xxxx Xxxxxx				Xxxxxx Xxxxxx
Omer Nirhod				Xxxxx Xxx Xxx

3

Avraham and Xxxxxx Xxxxxx			Xxxxxxx Xxxx
Xxxxxx Xxxxxx			Xxxxxx Suksaman Diemal
Xxxxxxx Xxxxxx

Signature page of Amendment #1 to Bridge Loan Agreement

4

Avraham and Xxxxxx Xxxxxx			Xxxxxxx Xxxx
Xxxxxx Xxxxxx			Xxxxxx Suksaman Diemal
Xxxxxxx Xxxxxx

Signature page of Amendment #1 to Bridge Loan Agreement

4

			THRIFT WAREHOUSES, INC.
Avraham and Xxxxxx Xxxxxx			Xxxxxxx Xxxx,
Xxxxxx Xxxxxx			Xxxxxx Suksaman Diemal
Xxxxxxx Xxxxxx

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:

Xxxxxx Estate Planning Trust   By: Name: Title:	Dahav Financial Systems Ltd:   By: Name: Title:
Xxxx Xxxxxx	Xxxxxx Xxxxxx
Xxxx Nirhod	Xxxxx Xxx Xxx

3

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

FutureIT, Inc.
 

By:

Name:

Title:

Xxxxxx Estate Planning Trust   By: Name: Title:	Dahav Financial Systems Ltd.   By: Name: Title:
Xxxx Xxxxxx	Xxxxxx Xxxxxx
Xxxx Nirhod	Xxxxx Xxx Xxx

3

Avraham and Xxxxxx Xxxxxx	Xxxxxxx Xxxx
Xxxxxx Xxxxxx	Xxxxxx Suksaman Diemal
Xxxxxxx Xxxxxx

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	%