Exhibit
10.8


 


STOCK PLEDGE AGREEMENT


 


STOCK PLEDGE AGREEMENT
(the “Agreement”) dated this 22nd day of March, 2004, made by and between Time
America, Inc., a Nevada corporation (“Pledgor”), and Laurus Master Fund, Ltd.,
a Cayman Islands company, the holder (the “Noteholder”) of a term note of even
date herewith issued by the Pledgor in favor of the Noteholder in the aggregate
principal amount of $2,000,000 (the “Term Note”).


 


PRELIMINARY STATEMENTS:


 


(1)                                  Concurrently
herewith the Pledgor is executing and delivering to the Noteholder the Term
Note, which evidences the Pledgor’s obligation to pay Noteholder pursuant to
that certain Securities Purchase Agreement of even date herewith both by and
between the Noteholder and Pledgor (the “Loan Agreement”).


 


(2)                                  The
securities held by the Pledgor in its wholly-owned subsidiaries as listed in
Schedule A hereof are collectively referred to herein as the “Pledged
Securities”.


 


NOW, THEREFORE, in
consideration of the premises and in further consideration of the covenants
contained herein, the parties hereto agree as follows:


 


SECTION 1.                                Pledge.  For the benefit of the Noteholder, the
Pledgor hereby pledges and grants a security interest in, the following (the
“Pledged Collateral”):


 


(a)                                  the
Pledged Securities and the certificates representing the Pledged Securities,
and all dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Pledged Securities; and


 


(b)                                 all
proceeds of any and all of the foregoing (including, without limitation,
proceeds that constitute property of the types described above).


 


SECTION 2.                                Security
for Obligations.  This Agreement
secures the payment of all obligations of the Pledgor now or hereafter existing
under the Term Note, whether for principal, interest, expenses or otherwise,
and all obligations of the Pledgor now or hereafter existing under this
Agreement.  The Noteholder shall file
appropriate financing statements.


 


SECTION 3.                                Delivery
of Pledged Collateral.  All
certificates or instruments representing or evidencing the Pledged Collateral
shall be delivered to and held by the Noteholder pursuant hereto and shall be
in suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Noteholder.  Upon
the occurrence and during the continuation of an


 

















 


Event of Default (as defined below), the Noteholder
shall have the duty, at any time on five business days’ notice to the Pledgor,
to transfer to or to register in the name of the Noteholder or any of its
nominees, any or all of the Pledged Collateral.  In addition, the Noteholder shall have the right at any such time
to exchange certificates or instruments representing or evidencing Pledged
Collateral for certificates or instruments of smaller or larger denominations.


 


SECTION 4.                                Representations
and Warranties.  The Pledgor
represents and warrants as follows:


 


(a)                                  The
Pledgor is and will be the sole legal, record and beneficial owner of the
Pledged Collateral free and clear of any lien, security interest, option or
other charge or encumbrance, except for the security interest created by this
Agreement.


 


(b)                                 The
pledge of the Pledged Collateral pursuant to this Agreement creates and will
create a valid and perfected first priority security interest in the Pledged
Collateral, securing the payment of the Pledgor’s obligations under Term Note.


 


SECTION 5.                                Further
Assurances.  At any time and from
time to time, at the expense of the Pledgor, the Pledgor will promptly execute
and deliver all further instruments and documents, and take all further action,
that may be necessary or desirable, or that the Noteholder may reasonably
request, in order to perfect and protect the security interest granted or
purported to be granted hereby or to enable the Noteholder to exercise and
enforce the rights and remedies hereunder with respect to any Pledged
Collateral.


 


SECTION 6.                                Voting
Rights; Dividends; Etc.


 


(a)                                  So
long as no Event of Default or event which, with the giving of notice or the
lapse of time, or both, would become an Event of Default shall have occurred
and be continuing:


 


(i)                                     The
Pledgor shall be entitled to exercise or refrain from exercising any and all
voting and other consensual rights pertaining to the Pledged Collateral or any
part thereof for any purpose not inconsistent with the terms of this Agreement.


 


(ii)                                  The
Pledgor shall be entitled to receive and retain any and all dividends and distributions
paid in respect of the Pledged Collateral, provided, however,
that any and all (A) dividends paid or payable other than in cash in respect
of, and instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, Pledged Collateral, and (B)
dividends and other distributions paid or payable in cash in respect of any
Pledged Collateral in connection with a partial or


 


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total liquidation or
dissolution, shall be, and shall be forthwith delivered to the Noteholder to
hold as, Pledged Collateral and shall, if received by the Pledgor, be received
in trust for the benefit of the Noteholder, be segregated from the other
property or funds of the Pledgor, and be forthwith delivered to the Noteholder
as Pledged Collateral in the same form as so received (with any necessary
endorsement or assignment).


 


(iii)                               The
Noteholder, shall execute and deliver (or cause to be executed and delivered)
to the Pledgor all such proxies and other instruments as the Pledgor may
reasonably request for the purpose of enabling the Pledgor to exercise the
voting and other consensual rights that it is entitled to exercise pursuant to
subsection (i) above and to receive the dividends that it is authorized to
receive and retain pursuant to subsection (ii) above.


 


(b)                                 Upon
the occurrence and during the continuance of an Event of Default or an event
which, with the giving of notice or the lapse of time, or both, would become an
Event of Default:


 


(i)                                     All
rights of the Pledgor to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise
pursuant to Section 6(a)(i) and to receive the dividends payments that it
would otherwise be authorized to receive and retain pursuant to
Section 6(a)(ii) shall cease, and all such rights shall thereupon become
vested in the Noteholder who shall thereupon have the sole right to exercise or
refrain from exercising such voting and other consensual rights at the
direction of the Noteholder and to receive and hold as Pledged Collateral such
dividends.


 


(ii)                                  All
dividends that are received by the Pledgor contrary to the provisions of
subsection (i) of this Section 6(b) shall be received in trust for the
benefit of the Noteholder, shall be segregated from other funds of the Pledgor
and shall be forthwith paid over to the Noteholder as Pledged Collateral in the
same form as so received (with any necessary endorsement).


 


(c)                                  As
used herein, “Event of Default” (i) shall have the meaning given such term in
the Term Note, and (ii) shall mean the failure of the Pledgor to pay or perform
any of its obligations under this Agreement and the continuation of such
failure for a period of 5 (five) days.


 


SECTION 7.                                Transfers
and Other Liens.  The Pledgor will
not (i) sell, assign (by operation of law or otherwise) or otherwise dispose
of, or grant any option with respect to, any of


 


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the Pledged Collateral, or (ii) create or permit to
exist any lien, security interest, option or other charge or encumbrance upon
or with respect to any of the Pledged Collateral, except for the security
interest under this Agreement.


 


SECTION 8.                                Noteholder
Appointed Attorney-in-Fact.  The Pledgor
hereby appoints the Noteholder the Pledgor’s attorney-in-fact, with full
authority in the place and stead of the Pledgor and in the name of the Pledgor
or otherwise, from time to time in the Noteholder’s discretion to take any
action and to execute any instrument that the Noteholder may deem necessary or
advisable to accomplish the purposes of this Agreement (subject to the rights
of the Pledgor under Section 6), including, without limitation, to
receive, endorse and collect all instruments made payable to the Pledgor
representing any dividend or any part thereof and to give full discharge for
the same.


 


SECTION 9.                                Noteholder
May Perform.  If the Pledgor fails
to perform any agreement contained herein, the Noteholder, may itself perform,
or cause performance of, such agreement, and the expenses of the Noteholder
incurred in connection therewith shall be payable by the Pledgor under
Section 11.


 


SECTION 10.                          Remedies
upon Event of Default.  Subject to
the provisions of Section 6, if any Event of Default shall have occurred
and be continuing:


 


(a)                                  The
Noteholder may exercise in respect of the Pledged Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party on default under the Uniform
Commercial Code in effect in the State of New York at the time (the “Code”)
(whether or not the Code applies to the Pledged Collateral), and may also,
without notice except as specified below, sell the Pledged Collateral or any
part thereof in one or more parcels at public or private sale, at any exchange,
broker’s board or at any office of the Noteholder or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as the Noteholder may
deem commercially reasonable.  The
Pledgor agrees that, to the extent notice of sale shall be required by law, at
least 5 (five) days’ notice to the Pledgor of the time and place of any public
sale or the time after which any private sale is to be made shall constitute
reasonable notification.  The Noteholder
shall not be obligated to make any sale of Pledged Collateral regardless of
notice of sale having been given.  The
Noteholder may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.


 


(b)                                 Any
cash held by the Noteholder as Pledged Collateral and all cash proceeds
received by the Noteholder in respect of any sale of, collection from, or other
realization upon all or any part of the Pledged Collateral may, in the
discretion of the Noteholder, be held by the Noteholder as collateral for,
and/or then or at any time thereafter be applied (after payment of any amounts
payable to the Noteholder pursuant to Section 11) in whole or in part by
the Noteholder against, all or any part of the Term Note in such order as the
Noteholder shall be


 


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directed by the
Noteholder.  Any surplus of such cash or
cash proceeds held by the Noteholder and remaining after payment in full of the
Pledgor’s obligations under the Term Note shall be paid over to the Pledgor or
to whomsoever may be lawfully entitled to receive such surplus.


 


SECTION 11.                          Expenses.  The Pledgor will upon demand pay to the
Noteholder the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, that
the Noteholder may incur in connection with (i) the custody or preservation of,
or the sale of, collection from, or other realization upon, any of the Pledged
Collateral, (ii) the exercise or enforcement of any of the rights of the
Noteholder hereunder or (iii) the failure by the Pledgor to perform or observe
any of the provisions hereof.


 


SECTION 12.                          Amendments,
Etc.  No amendment or waiver of any
provision of this Agreement, and no consent to any departure by the Pledgor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by each of the parties hereto, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.


SECTION 13.                          Notices.  All notices, request, demands and other
communications required or permitted hereunder shall be sent in accordance with
Section 11.8 of the Securities Purchase Agreement.


 


SECTION 14.                          Continuing
Security Interest.


 


(a)                                  This
Agreement shall create a continuing security interest in the Pledged Collateral
and shall (i) remain in full force and effect until the payment in full of the
Pledgor’s obligations under the Term Note and under this Agreement, (ii) be
binding upon the Pledgor, its successors and assigns, and (iii) inure to the
benefit of, and be enforceable by, the Noteholder and its successors,
transferees and assigns.


 


(b)                                 Upon
the payment in full of the Pledgor’s obligations under the Term Note and under
this Agreement, the security interest granted hereby shall terminate and all
rights to the Pledged Collateral shall revert to the Pledgor.  Upon any such termination, the Noteholder
will, at the Pledgor’s expense, return to the Pledgor such of the Pledged
Collateral as shall not have been sold or otherwise applied pursuant to the
terms hereof and execute and deliver to the Pledgor such documents as the
Pledgor shall reasonably request to evidence such termination.


 


SECTION 15.                          Governing
Law; Terms.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE
EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR
REMEDIES HEREUNDER, IN RESPECT OF


 


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ANY PARTICULAR PLEDGED COLLATERAL ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. ANY ACTION, SUIT OR
PROCEEDING INITIATED BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO UNDER
OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT IN ANY STATE OR FEDERAL
COURT IN NEW YORK COUNTY, STATE OF NEW YORK. 
TO THE EXTENT IT MAY LEGALLY DO SO, EACH PARTY HERETO SUBMITS ITSELF TO
THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT, WAIVES AND AGREES NOT TO ASSERT
BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIMS OF FORUM NON CONVENIENS
OR THAT THE VENUE OF ANY SUCH ACTION, SUIT OR PROCEEDING IS IMPROPER OR THAT
THIS AGREEMENT OR ANY DOCUMENT OR INSTRUMENT REFERRED TO HEREIN MAY NOT BE
LITIGATED IN SUCH COURT.


IN WITNESS WHEREOF, each
of the parties hereto has caused this Agreement to be duly executed and
delivered as of the date first above written.


 


	
   

  	
  PLEDGOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  Time America,
  Inc., a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
  51 West
  Third Street, Suite 310

  
	
   

  	
  Tempe,
  Arizona 85281

  
	
   

  	
  Attention:
  Craig J. Smith, Chief Financial Officer

  
	
   

  	
  Facsimile:
  (480) 967-5444

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  NOTEHOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
  Laurus Master
  Fund, Ltd.,

  
	
   

  	
  a Cayman Islands
  company

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
  c/o Ironshore
  Corporate Services Ltd.

  
	
   

  	
  P.O. Box 1234
  G.T., Queensgate House,

  
	
   

  	
  South Church
  Street,

  
	
   

  	
  Grand Cayman,
  Cayman Islands

  
	
   

  	
  Fax:
  345-949-9877

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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SCHEDULE A


 


Attached to and forming a
part of that certain 

Stock Pledge Agreement dated March 22, 2004, by and between


Time America, Inc., a
Nevada corporation and 

Laurus Master Fund, Ltd., a Cayman Island company


 


 


Pledged Securities


 


	
  Class of Security

  	
   

  	
  Certificate

  No(s) (if any)

  	
   

  	
  Number

  of Shares (Units)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Common
  Stock of Time America, Inc., an Arizona corporation

  	
   

  	
   

  	
   

  	
  9,314,445 Shares

  



 


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