Exhibit 10.45


 


GRANT OF SECURITY
INTEREST IN PATENTS AND TRADEMARKS


 


THIS GRANT OF SECURITY INTEREST (“Grant”),
effected as of June 23, 2005, is executed by Time America, Inc., a
Nevada corporation (the “Grantor”), in favor of Laurus Master Fund, Ltd.
(the “Secured Party”).


 


A.            Pursuant
to (i) a Master Security Agreement dated as of March 22, 2004 (as
amended, restated, supplemented or otherwise modified from time to time, the “2004
Security Agreement”) among the Grantor, certain other Assignors (as defined
in the Master Security Agreement) and the Secured Party, the terms and
provisions of which are hereby incorporated herein as fully set forth herein
and (ii) a Security Agreement dated as of the date hereof (as amended,
restated, supplemented or otherwise modified from time to time, the “2005
Security Agreement” and, together with the 2004 Security Agreement, the “Security
Agreements” and each, a “Security Agreement”) among the
Grantor, certain other Companies (as defined in the 2005 Security Agreement),
and the Secured Party, the terms and provisions of which are hereby
incorporated herein as if fully set forth herein, in each case, the Grantor and
the other Companies and Assignors, as the case may be, have granted a security
interest to the Secured Party in consideration of the Secured Party’s agreement
to provide financial accommodations to such Companies and such Assignors.


 


B.            The
Grantor (1) has adopted, used and is using the trademarks reflected in the
trademark registrations and trademark applications in the United States Patent
and Trademark Office more particularly described on Schedule 1
annexed hereto as part hereof (the “Trademarks”), and (2) has
registered or applied for registration in the United States Patent and
Trademark Office of the patents more particularly described on Schedule 2
annexed hereto as part hereof (the “Patents”).


 


C.            The
Grantor wishes to confirm its grant to the Secured Party of a security interest
in all right, title and interest of the Grantor in and to the Trademarks and Patents,
and all proceeds thereof, together with the business as well as the goodwill of
the business symbolized by, or related or pertaining to, the Trademarks, and
the customer lists and records related to the Trademarks and Patents and all
causes of action which may exist by reason of infringement of any of the
Trademarks and Patents (collectively, the “T&P Collateral”), to
secure the payment, performance and observance of the Obligations (as that term
is defined in each Security Agreement).


 


NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged:


 


1.             The
Grantor does hereby further grant to the Secured Party a security interest in
the T&P Collateral to secure the full and prompt payment, performance and
observance of the Obligations.


 


2.             The
Grantor agrees to perform, so long as either Security Agreement is in effect,
all acts deemed necessary or desirable by the Secured Party to permit and
assist it, at the Grantor’s expense, in obtaining and enforcing the Trademarks and
Patents in any and all countries.  Such
acts may include, but are not limited to, execution of documents and assistance
or cooperation in legal proceedings.  The
Grantor hereby appoints the Secured Party as the Grantor’s attorney-in-fact to
execute and file any and all agreements, instruments, documents and papers as
the Secured Party may determine to be necessary or desirable to evidence the
Secured Party’s security interest in the Trademarks and Patents or any other
element of the T&P Collateral, all acts of such attorney-in-fact being
hereby ratified and confirmed.


 


3.             The
Grantor acknowledges and affirms that the rights and remedies of the Secured
Party with respect to the security interest in the T&P Collateral granted
hereby are more fully set forth in the Security Agreements and the rights and
remedies set forth herein are without prejudice to, and are in addition to,
those set forth in the Security Agreements. 
In the event that any provisions of this Grant are deemed to conflict
with either Security Agreement, the provisions of such Security Agreement shall
govern.


 


4.             The
Grantor hereby authorizes the Secured Party to file all such financing
statements or other instruments to the extent required by the Uniform
Commercial Code and agrees to execute all such other documents,


 

















 


agreements and instruments as may be required or deemed necessary by
the Secured Party, in each case for purposes of affecting or continuing Secured
Party’s security interest in the T&P Collateral.


 


IN WITNESS WHEREOF, the Grantor has caused this
instrument to be executed as of the day and year first above written.


 


	
   

  	
  TIME AMERICA, INC., a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAURUS MASTER FUND, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 












 


SCHEDULE 1 TO
GRANT OF SECURITY INTEREST


 


REGISTERED
TRADEMARKS AND TRADEMARK APPLICATIONS


 


	
  Trademark

  	
   

  	
  Registration or

  Application Number

  	
   

  	
  Registration or

  Application Date

  	
   

  	
  Country

  	
   

  
	
  NETTIME

  	
   

  	
  2,960,030

  	
   

  	
  4/24/01

  	
   

  	
  U.S.A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 












 


SCHEDULE 2 TO
GRANT OF SECURITY INTEREST


 


PATENTS AND PATENT
APPLICATIONS


 


None