**Exhibit 10.46**

**CONFIDENTIAL DRAFT**

**FOR DISCUSSION PURPOSES ONLY**

**MASTER AGREEMENT**

THIS MASTER AGREEMENT (this “Agreement”) is made and entered intoas of the      day of June, 2007, by and between SynelIndustries Ltd., a corporation organized under the laws of Israel and having anoffice located at 2 Hamada Street, Yokneam, Israel, 20692 (“Synel”), and Paychex, Inc., located at 911 PanoramaTrail South, Rochester, New York 14625-0397 (“Paychex”).

WHEREAS, Synel, pursuant to license and/or otherrights granted to it by NETtime Solutions, Inc. (“NTS”), has the right tolicense for use by Paychex certain source code (the “Code”) related to NTS’NETtime product (the “Product”), upon the terms and conditions describedherein; and

WHEREAS, Paychex and Synel desire to enter into andperform this Agreement providing for, among other things, (i) a pilot programpursuant to which Paychex will evaluate the Product, and (ii) the right ofPaychex, upon payment of the amounts described in Section 2 hereof, to acquireperpetual license rights to the Code and the Product, all upon the terms andconditions set forth herein.

NOW, THEREFORE, in consideration of the recitals andpromises contained herein, Synel and Paychex agree as follows:

1.             Pilot Program.

1.1           Synel and Paychex herebyagree to perform the pilot program (the “Pilot”) described in Exhibit 1attached hereto and to perform their respective obligations as described in thePilot.

1.2           As considerationfor performance of the Pilot, Paychex shall pay to Synel on the date hereof aninitial payment of $50,000 of which $25,000 will be paid by Synel to NTS.  Additionally, upon conclusion of the Pilot,Paychex shall pay to Synel a final payment of $50,000, of which $25,000 will bepaid by Synel to NTS.  However, ifPaychex elects to acquire the License described in Section 2 hereof, Paychexshall pay the License Fee and shall not be required to make such $50,000 finalpayment.

1.3           In performance ofthe Pilot, and in exchange for the consideration described in Section 1.2,above, Synel covenants that it shall cause NTS to provide to Paychex up to 150hours of consulting services from Bahan Sadegh, personally or from otherqualified NTS employees, at no extra cost. Synel shall also provide, or as necessary, cause NTS to provide, toPaychex (i) during the Pilot, up to an additional 300 hours of consultingservices, and (ii) during the six (6) months following completion of the Pilot,up to an additional 300 hours of consulting services, in each case at an hourly

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rate not to exceed to $225.  Such consulting services shall be performedas necessary at Paychex’ facilities in Rochester, New York or at NTS’s facilityin Scottsdale, AZ as mutually agreed. NTS will invoice Paychex for such services at such rates, and Paychexwill remit payment directly to NTS.

1.4           Upon expiration ofthe term of the Pilot, in the event Paychex does not exercise its rights setforth in Section 2.1 hereof, Paychex shall have no continuing rights withrespect to the Code or the Product and shall promptly return to Synel ordestroy all copies thereof and all related documentation.

2.             License Rights.

2.1           Paychex has theright, but not the obligation, to acquire the license rights (the “License”)set forth in the License Agreement attached as Exhibit 2 hereto (the “LicenseAgreement”).

2.2           In the event thatPaychex desires to exercise its right to acquire the License described in Exhibit2, Paychex shall issue a purchase order to Synel by December 1, 2007, whichpurchase order is not cancellable by Paychex. Promptly upon receipt of such purchase order, Synel shall pay $1,000,000to NTS, and within two (2) business days of receipt of such funds, NTS shalldeliver the code that is the subject of the License to Synel, and Synel shallpromptly deliver such code to Paychex. Paychex shall pay the sum of $1,500,000.00 (the “License Fee”) to Synelas follows: $1,300,000 within two (2) business days of receipt of such code byPaychex; $100,000.00 by March 1, 2008 of which $100,000 will be paid by Synelto NTS, provided however, that if such payment is not received by NTS on orbefore March 5, 2008, then Paychex shall make such payment to NTS directly andPaychex not be obligated to make such payment to Synel; and $100,000.00 by June1, 2008 of which $100,000 will be paid by Synel to NTS, provided however, thatif such payment is not received by NTS on or before June 4, 2008, then Paychexshall make such payment to NTS directly and Paychex not be obligated to makesuch payment to Synel.  All amountspayable by Synel to NTS will be wired to NTS within two business days ofreceipt by Synel from Paychex.  Uponpayment of the License Fee to Synel, Paychex shall have and may exercise allthe rights set forth in the License Agreement.

3.             Ownership andRights.  All works developed by Synel or NTS for Paychex, including withoutlimitation any clock integration solution related to the Code, and allassociated intellectual property shall be owned by the developer, providedhowever, that Synel or NTS hereby grants to Paychex a royalty free, perpetual,non-exclusive, non-terminable license to use, distribute, make derivative worksof and modify such works.  Asbetween  Synel, NTS and Paychex, Paychexis and shall remain the exclusive owner of (a) all software or code developedby or otherwise provided by Paychex to NTS or Synel, and (b) modifications tothe Code made by Paychex.

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4.             Representations, Warrantiesand Covenants.

4.1           SpecificWarranties of Synel.  Synel hereby represents, warrants andcovenants, as of the date of this Agreement, to Paychex as follows:

(a)           Authority.  Synel has full right, power and authority toenter into this Agreement and to consummate the transactions contemplatedhereby.

(b)           Title.  Except as set forth on Schedule 4.1(b),Synel possesses all right, title and interest in and to the Code and all otherintellectual property related to this Agreement, free and clear of any liens,claims, encumbrances or other rights of any third parties, other than therights of Synel’s members and creditors, which rights shall not prevent Synelfrom performing under the provisions of this Agreement.

(c)           Licenses.  The Code is not subject to anythird-party copyright or to the terms of any license agreement other than (i)this Agreement, (ii) license agreements by and between Synel and its resellercustomers pursuant to which Synel grants rights in the Code or intellectualproperty to such customers that will not prevent Synel from performing underthe provisions of this Agreement, and (iii) the license agreements for thethird party products listed on Schedule 4.1(c).  Synel is not aware of, and has received nonotice of, any breach of any license or other grant of rights with respect tosuch intellectual property rights.

(d)           Non-Infringement. Neither the Code nor the Product infringes, misappropriates or otherwiseviolates the intellectual property rights of any third party, and Synel is notaware of, and has received no notice of, any claim of infringement of,misappropriation of or other conflict between any of its any intellectual propertyrelated to this Agreement and the right of any third party.

(e)           Open-Source Code.  TheCode does contain or incorporate any “open source” code, including withoutlimitation, any code that is licensed pursuant to GPL or GPL2.0 or any softwareprogram that is licensed pursuant to terms that directly or indirectly requireany person to grant, share or transfer any rights to a third party.

(f)            Development Tools, Distribution Licenses. Except as set forth on Schedule 4.1(h), no development tools ordistribution licenses are necessary for Synel to perform in accordance with theprovisions of this Agreement.

(g)           Changes to Code. Prior to September 1, 2007, Synel will, or will cause NTS to, (1) removeall instances of “dead” code within the Code, and (2) remediate theapproximately 153 instances of an unencrypted password appearing in the Code,and (3) ensure that the Software supports the “persistent storage” of socialsecurity number and all password data in encrypted form.  As used in this Agreement, “persistentstorage” is defined as tables in the database.

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6.             Disclaimer;Indirect Damages.

6.1           Disclaimer.  THEREPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT SHALL BEEXCLUSIVE.  EXCEPT AS SPECIFICALLY SETFORTH IN WRITING IN THIS AGREEMENT, SYNEL MAKES NO REPRESENTATIONS, WARRANTIES,OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THECODE.

6.2           IndirectDamages.  IN NOEVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR INDIRECT,CONSEQUENTIAL, OR SPECIAL DAMAGES RELATING TO OR ARISING OUT OF ITS PERFORMANCEOF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT, INCLUDING DAMAGES BASED ONCONTRACT, NEGLIGENCE, WARRANTY OR OTHERWISE, PROVIDED THAT THIS LIMITATIONSHALL NOT APPLY TO BREACHES OF THE MUTUAL NON-DISCLOSURE AGREEMENT BY ANDBETWEEN SYNEL AND PAYCHEX DATED MARCH 14, 2007 (THE “MNDA”).

7.             Indemnification.

7.1           SynelIndemnity. Synel shall indemnify and hold Paychex harmless from and against alldamages and costs, including reasonable attorney fees, incurred by Paychex (i)as a result of any claim or action by a third party related to Synel’sperformance under this Agreement, or any other act or omission by Synel relatedto Synel’s obligations under this Agreement, (ii) as a result of any materialviolation, breach, inaccuracy or failure to perform or observe anyrepresentation, warranty, covenant or obligation of Synel set forth in thisAgreement, (iii) breach of the MNDA, or (iv) in any action for infringement ofany copyright, patent, trade secret or other intellectual property right by athird party as a result of or related to any act or omission by Synel or anyuse of the Code delivered to Paychex by Synel and any intellectual property asprovided herein, in each case provided that Paychex is using the Code ascontemplated in this Agreement and gives Synel prompt written notice of anysuch claim or action, and opportunity to elect to take over, settle or defendany such claim or action through counsel of Synel’s own choosing.  Paychex will make available to Synel alldefenses against any such claim or action and will give Synel, at Synel’s solecost and expense, all needed information, assistance and authority to enableSynel to defend against or settle such claim or action, provided that Paychexshall not be obligated in any way to contribute any moneys to such defense orsettlement without its prior consent, in its sole discretion.  Paychex shall have the right, at its ownexpense, to be represented by counsel of its own choosing in any such claim oraction.  Should use of the Code beenjoined or restricted as a result of such a claim or action, Synel shall, atits expense and sole option (xi) procure for Paychex the right to continueusing the Code, or (xii) replace the Code with non-infringing materials, or(xiii) modify the Code so as to become non-infringing, all without materialloss of functionality.

7.2           PaychexIndemnity. Paychex shall indemnify and hold harmless Synel  from and against all damages and costs,including reasonable attorneys fees, incurred by it (i) as a result of anyclaim or action by a third party related to any act or omission by

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Paychex, provided that Synel gives Paychexprompt written notice of any such claim or action, and opportunity to elect totake over, settle or defend any such claim or action through counsel of Paychex’own choosing, or (ii) in any action for infringement of any copyright, patent,trade secret or other intellectual property right by a third party related tothe Code to the extent that such claims are made as a result of Paychex’modification of the Code, provided that Synel gives Paychex prompt writtennotice of any action, claim or threat of infringement suit, either oral orwritten, and opportunity to elect to take over, settle or defend any such claim,action or suit through counsel of Paychex’ own choosing.  Synel will make available to Paychex alldefenses against any such claim, action, suit or proceeding and will givePaychex, at Paychex’ sole cost and expense, all needed information, assistanceand authority to enable Paychex to defend and settle against charges ofinfringement, provided that Synel shall not be obligated in any way tocontribute any moneys to such defense or settlement without its prior consent,in its sole discretion.  Synel shall havethe right, at its own expense, to be represented by counsel of its own choosingin any such claim, action or suit to insure that its rights are protected andshall bear all costs of such counsel.

8.             Term andTermination.

8.1           Termof Agreement.  This Agreement shall commence June 1, 2007,and shall remain in force for a period of six (6) months following completionof the Pilot.

8.2           TerminationWithout Cause.  Paychex, in its sole discretion, mayterminate this Agreement upon 30 days written notice to Synel delivered inaccordance with the provisions of Section 9.1 hereof.

8.3           Terminationfor Cause.  In the event that either party, its officers,agents, or employees, commits a material violation of any provision of thisAgreement (each, a “Default”) and fails to cure such violation within thirty(30) days after receiving written notice of Default from the other party,delivered in accordance with the provisions of Section 8.1 hereof, identifyingthe circumstances of such Default with reasonable specificity, thenon-defaulting party shall have the right immediately to terminate thisAgreement, provided however, that neither Synel nor NTS may terminate theLicense Agreement under any circumstances.

8.5           Post-TerminationProvisions.  In the event of any termination of thisAgreement:  (a) the provisions ofSections 2, 4.1(b), (d) and (e), 7, 8.5 and 9 of this Agreement shall surviveas necessary to effectuate their purposes, if any, and shall bind the partieshereto and their legal representatives, successors, and assigns and (b) as ofthe date a notice of termination is delivered, except as set forth in clause(a), above, the parties hereto shall have no further right under the provisionsof this Agreement, or obligation to the other party hereto, except Paychexshall have the rights to the Code granted pursuant to the License Agreementupon payment of the License Fee.

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9.             Miscellaneous.

9.1           Notices.  Anynotices or communications required or permitted to be given regarding thisAgreement shall be in English and in writing, and shall be sent via U.S.Certified Mail, return receipt requested, or, by prepaid overnight or courierservice, to the persons and at the addresses identified in Exhibit 4, orsuch other address as shall be designated in writing by either party to thisAgreement to the other.  Notices aredeemed given on receipt or attempted delivery (if receipt is refused).

9.2           EmploymentMatters.    Each party, in rendering performance underthis Agreement is acting solely as an independent contractor.  In no way is either party to be construed asthe agent or to be acting as the agent of the other party in any respect, anyother provisions of this Agreement hereunder notwithstanding.  Synel may engage subcontractors, includingwithout limitation, NTS and/or Bahan Sadegh, to perform services in connectionwith this Agreement, provided that Synel shall cause any such subcontractors tocomply with the provisions of this Agreement and the MNDA, and Synel shall atall times remain responsible and liable to Paychex for the acts and omissionsof such subcontractors and compliance by such subcontractors with theprovisions of this Agreement and the MNDA. Synel and/or its subcontractors, as the case may be, is and shall at alltimes be the employer of all persons performing services on its behalf underthis Agreement.

9.3           EntireAgreement; Amendments.  The MNDA, this Agreement, the LicenseAgreement, and the schedules and exhibits hereto and thereto, constitute theentire agreement between the parties. This Agreement may not be modified or amended except by the writtenagreement of the parties.

9.4           Construction;Headings.  Whenever the singular number is used in thisAgreement and when required by the context, the same shall include the pluraland vice versa, and the masculine gender shall include the feminine and neutergenders and vice versa.  The headingscontained in this Agreement are for reference purposes only and shall notaffect the meaning or interpretation of this Agreement or any of itsprovisions.

9.5           Severability.  Ifany provision of this Agreement or its application to any person orcircumstance shall be invalid, illegal, or unenforceable to any extent, theremainder of this Agreement and its application shall not be affected and shallbe enforceable to the fullest extent permitted by law.

9.6           Waivers.  Noaction or inaction taken pursuant to this Agreement shall be deemed toconstitute a waiver of compliance with any covenant, condition or agreementcontained herein.  The waiver by anyparty hereto of any breach of any provision of this Agreement shall not operateor be construed as a waiver of any subsequent breach.

9.7           Rightsand Remedies Cumulative.  Unless otherwise specifically provided, therights and remedies provided by this Agreement are cumulative and the use ofany one right or remedy by any party shall not preclude or waive the right touse any or all other remedies.  Saidrights and remedies are given in addition to any other rights the parties may haveby law, statute or otherwise.

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9.8           InjunctiveRelief.  The parties recognize that a remedy at lawfor a breach of the provisions of this Agreement relating to ownership,confidential information, misuse of a party’s copyrights, or other intellectualproperty rights or the restrictions contained herein, will not be adequate fora party’s protection, and accordingly each party shall have the right toobtain, in addition to any other relief and remedies available to it,injunctive relief to enforce the provisions of this Agreement.

9.9           GoverningLaw; Venue.  This Agreement shall be governed by andconstrued in accordance with the substantive laws of the State of NewYork.  The parties hereby (a) covenantthat any suit, action, proceeding or claim in any way relating to, thisAgreement or any of the transactions hereunder, or any judgment entered by anycourt in respect thereof, shall be brought and enforced in the state or federalcourts located in Monroe County, New York, and (b) waive, to the fullest extentpermitted by law, any objection that they may now or hereafter have to thevenue of any such proceeding and (c) waive any claims that any such proceedinghas been brought in an inconvenient forum.

9.10         Successorsand Assigns.  Subject to the provisions of Section 9.11,this Agreement shall inure to the benefit of and be binding upon the partieshereto and their respective heirs, legal representatives, successors andassigns.

9.11         Assignment.  ThisAgreement may not be assigned by either party without the prior written consentof the other party hereto, which consent shall not unreasonably bewithheld.  Any attempted assignment inviolation of this Section is void.

9.12         Counterparts.  ThisAgreement may be executed in counterparts with the same effect as if allparties had signed the same document. All counterparts shall be construed together and shall constitute oneAgreement.

9.13         Confidentiality; Publicity.  Except as may be required by applicable law,neither party nor their respective affiliates or representatives shall discloseto any third party the terms hereof without the prior consent of the otherparty hereto and no press release or other public announcement related to thisAgreement or the transactions contemplated hereby shall be issued by eitherparty without the prior approval of the other party.  Synel shall not use the Paychex name in anymarketing or promotional materials or list of customers developed or used formarketing.

9.14         ResolutionPeriod.  If a dispute arises concerning a party’srights or obligations under the provisions of this Agreement, or theinterpretation or construction hereof, the parties hereto covenant to take allreasonable steps, and make a good faith effort, to resolve the same for aperiod of forty-five (45) days (the “Resolution Period”) before bringing anysuit for breach of contract, enforcement of this Agreement or the like.  The Resolution Period shall commence upon thereceipt by one party of a notice that sufficiently describes any such dispute,which notice shall be sent in accordance with the provisions of Section 9.1.

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**[Signature Page to Follow]**

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**IN WITNESS WHEREOF,** the parties hereto have set their hands onthe date set forth below.
|            | **SYNEL**         |
|------------|-------------------|
| ** ** | ** **        |
| ** ** | ** **        |
|       | By:               |   |   |
|       | Name:             |
|       | Title:            |
|       |              |
|       |              |
| ** ** | **PAYCHEX, INC.** |
| ** ** | ** **        |
| ** ** | ** **        |
|       | By:               |   |   |
|       | Name:             |
|       | Title:            |

 

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**EXHIBIT 1**

**PILOT PROGRAM**

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**Paychex/Synel/NETtimeSolutions Pilot Plan**

**Goal**

Thegoal of the Pilot is to determine the level of fit the NETtime product has inPaychex’ market, to perform additional due diligence on the application, and todevelop adequate facility with the product to allow Paychex to successfullysell, support and service the application. Areas to be measured during the Pilot include:

·                  Performance, Scalability andSustainability in Paychex environment.

·                  Customer feedback and satisfaction.

·                  Sales feedback.

·                  Development feedback.

**KnowledgeTransfer**

Itwill be essential during the Pilot to have open and frequent communicationbetween various teams from Paychex and NTS to facilitate the timely transfer ofknowledge about the application.  The keyareas on knowledge transfer are:

·                  Development

·                  Infrastructure

·                  Online Support

·                  Implementation

·                  Training

·                  Pre-Sales

·                  Support

**Development**

Akey area of the Pilot will be a deep dive into the source code of NETtime.  The tasks that will need to be accomplishedprior to, or during, the Pilot include:

·                  Full Code Review (1 week – onsite at TA)- completed

·                  Code scan for 3rd Party and Open-SourceComponents – completed

·                  Onsite training and support for theNETtime system Build (On site at Paychex)

**Infrastructure**

·                  Build of development environment

·                  Build of Integrated and Performance TestEnvironment

·                  Build of Production Environment

**Integration**

Keyareas of integration that will need to be prioritized during the Pilot phase:

·                  Clock Integration – will need to bedeveloped to include the ATS clocks (that Paychex is currently selling withTime in a Box) and Synel’s.

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·                  PreviewIntegration – today the interface with preview is one that uses a flat file toshare employees and the TIME02 format to send hours to Preview.  The level of integration will need to beexpanded to offer a more cohesive user experience.

·                  HRO Integration – there is currently nointegration with Paychex HR Online.

·                  Billing–need to integrate the solution into one or more of the Paychex billingsystems.

Time spent performing the foregoingintegration activities shall be included in the 150 hours of consultingservices to be provided to Paychex as described in Section 1.3 of the MasterAgreement.  

**SupportPlan**

**Customer Support**

Customer support during the Pilot phase willbe provided as follows:

1st level support will be provided by Paychexcustomer support personnel with 2nd level support being provided by NTS’s supportteam.  The Paychex team will also provide1st levelimplementation and training, with 2nd level support from NTS, and will workhand-in-hand with the NTS Implementation, Training, and Support groups to learnboth the product and processes

NTS currently has two full time supportrepresentatives who primarily act as support for their channel.  They have one person in implementation andone trainer.

**Online Support/3****rd**** Level Support**

A plan will also need to be formalized forthe transfer of knowledge from NTS’s Network Administrator who is in charge ofkeeping their servers running at optimal levels to our Online Support group.

**EstimatedTimeline**

May7th

·                  Setup development environment inRochester (2 weeks)

June1st

·                  StartPilot with web only clients

·                  Get up to a maximum of 50 customers, withan average of not more than 150 employees each (provided there shall not bemore than 7,500 employees total), up and running on the NETtime system.

·                  NTSto setup/configure/train clients with Paychex service center staff observing.

·                  Start development work on ClockIntegration

·                  Start development work on HRO/PreviewIntegration

June11th

·                  Setup implementation environment inRochester (2 weeks)

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June25th

·                  Performance/scalability testing (4 weeks)

July23rd

·                  Publish final results of performancetesting.

·                  Order/Configure/Bring Online for Serversfor production & BCP environments (6 weeks)

September3rd

·                  Setup production & BCP environmentsin Rochester (2 weeks)

September17th -Phase 2

·                  Start moving customers over to Paychexhosted environment.

·                  Add clock customers to Pilot. (20-50 morecustomers)

December1st

·                  Conclude Pilot

**Metricsof Success**

Thegoals of this project set forth above outline four areas that the success ofthis project will be measured against. Below is a detailed breakdown of those areas.

·                  Performanceand Scalability

·                  Thesystem should perform with reasonable response times under load.

·                  Time for login page to load: 3 seconds.

·                  Time for employee page to load afterlogin: 2 seconds.

·                  Time for supervisor/manager/admin page toload after login: 3 seconds.

·                  Timefor employee page to load after adding a punch: 3 seconds.

·                  Customerfeedback and satisfaction.

·                  Confirmthe system is adequately intuitive for client staff and employees, and thatthere are no major areas of functionality missing.

·                  Salesfeedback.

·                  Confirmthat there are no major areas of functionality missing which would limit thecompetitiveness of the solution in the marketplace.

·                  Developmentfeedback.

·                  Themeasure of success from a development perspective is that our development staffis confidant in their ability to take over supporting and enhancing thesolution going forward.

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**EXHIBIT 2**

**LICENSE AGREEMENT**

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LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “License Agreement”) ismade and entered into as of the                                         day of June, 2007, by and among NETtime Solutions, Inc., located at 8840 E.Chaparral Road, Suite 100, Scottsdale, AZ 85250 (“NTS”), Synel, a corporationorganized under the laws of Israel and having an office located at 2 HamadaStreet, Yokneam, Israel 20692 (“Synel”), and Paychex, Inc., a Delawarecorporation (“Paychex”), 911 Panorama Trail South, Rochester, New York14625-0397.

WHEREAS, in connection with that certain MasterAgreement entered into by and between Synel and Paychex as of May     ,2007 (the “Agreement”), Synel, NTS and Paychex desire to enter into thisLicense Agreement whereby Synel and NTS license to Paychex certain rights inand to the source code and software related to the NETtime product (the “LicensedSoftware”) and related documentation (the “Documentation”), upon the terms andconditions set forth herein; and

NOW THEREFORE, in consideration of the recitals andpromises contained herein and in the Agreement, and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Synel, NTS and Paychex, intending to be legally bound, do hereby agree asfollows:

1.             Grantof License.

1.1           Software License.  Each of NTS and Synel hereby grants aperpetual, fully paid-up, royalty free, non-exclusive, non-transferable (exceptin connection with an assignment of this License Agreement by Paychex inaccordance with the provisions of Section 7.11 hereof), worldwide right andlicense to use, distribute, resell and exploit the Licensed Software in machineexecutable, binary object code form and human-readable, high-level languagesource code form, including without limitation, the right and license to (i)reverse-engineer, decompile, modify, alter and create derivative works of andfrom the Licensed Software, and (ii) market, sublicense, display, host and/ordistribute the Licensed Software and any derivative works of the LicensedSoftware in object code or source code form on a stand-alone basis or as partof another software program or application pursuant to such restrictions orterms as Paychex in its discretion may determine.

1.2           Ownership.  The parties acknowledge that NTS is and shallremain the exclusive owner of the Licensed Software.   All works developed by Synel or NTS forPaychex, including without limitation any clock integration solution related tothe Code, and all associated intellectual property shall be owned by suchdeveloping company, provided however, that each of Synel and NTS hereby grantsto Paychex a royalty free, perpetual, non-exclusive, non-terminable license touse, distribute, make derivative works

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of and modify such works. Paychex is and shall remain the exclusive owner of all modifications tothe Code made by Paychex.

2.             Warranty;Disclaimers.

2.1           SynelWarranties.  Synel hereby represents, warrants andcovenants, as of the date of this Agreement, to Paychex as follows:

(a)           SynelAuthority. Subject to execution of this License Agreement by NTS, Synel has fullright, power and authority to enter into this License Agreement and to consummatethe transactions contemplated hereby including without limitation, to grant thelicenses and distribution rights set forth herein.

(b)           Title.  Except as set forth on Schedule 2.1(b),Synel possesses all right, title and interest in and to the Licensed Softwareand all of its other intellectual property related to this Agreement to theextent necessary to perform its obligations hereunder, free and clear of anyliens, claims, encumbrances or other rights of any third parties, other than(i) the rights of Synel’s members and creditors, which rights shall not preventSynel from performing under the provisions of this Agreement, or (ii) Paychexpursuant to this Agreement or the Development Agreement.

(c)           Licenses.  The Licensed Software is notsubject to any third-party copyright or to the terms of any license agreementother than (i) this Agreement, (ii) license agreements by and between Synel andits customers pursuant to which Synel grants rights in the Licensed Software orintellectual property to such reseller customers that will not prevent Synelfrom performing under the provisions of this Agreement, and (iii) the licenseagreements for the third party products listed on Schedule 2.1(c).  Synel is not aware of, and has received nonotice of, any breach of any license or other grant of rights with respect tosuch intellectual property rights.

(d)           Non-Infringement. Neither the Licensed Software nor the Documentation infringes,misappropriates or otherwise violates the intellectual property rights of any thirdparty and Synel is not aware of, and has received no notice of, anyinfringement of, misappropriation of or other conflict between any of its anyintellectual property related to this Agreement and the right of any thirdparty.

(e)           Open-Source Code.  TheLicensed Software does contain or incorporate any “open source” code, includingwithout limitation, any code that is licensed pursuant to GPL or GPL2.0 or anysoftware program that is licensed pursuant to terms that directly or indirectlyrequire any person to grant, share or transfer any rights to a third party.

(f)            DevelopmentTools, Distribution Licenses.  Except as set forth on Schedule 2.1(f),no development tools or distribution licenses are necessary for Synel toperform in accordance with the provisions of this Agreement.

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(g)           Thelicense rights granted to Paychex pursuant to this License Agreement may not beterminated by NTS or Synel.

(h)           Priorto payment of the License Fee, as provided in the Master Agreement, (1) allinstances of “dead” code within the Code have been removed, and (2) theapproximately 153 instances of an unencrypted password appearing in the Codehave been remediated, and (3) the Software supports the “persistent storage” ofsocial security number and all password data in encrypted form.  As used in this License Agreement, “persistentstorage” is defined as tables in the database.

2.2           NTSWarranties.  NTS hereby represents, warrants andcovenants, as of the date of this License Agreement, to Paychex as follows:

(a)           NTSAuthority. NTS has full right, power and authority to enter into this LicenseAgreement and to consummate the transactions contemplated hereby includingwithout limitation, to grant the licenses and distribution rights set forthherein.

(b)           Title.  Except as set forth on Schedule 2.1(b),NTS possesses all right, title and interest in and to the Licensed Software andall of its other intellectual property related to this Agreement to the extentnecessary to perform its obligations hereunder, free and clear of any liens,claims, encumbrances or other rights of any third parties, other than (i) therights of NTS’ members and creditors, which rights shall not prevent NTS fromperforming under the provisions of this Agreement.

(c)           Licenses.  The Licensed Software is notsubject to any third-party copyright or to the terms of any license agreementother than (i) this Agreement, (ii) license agreements by and between NTS andits customers pursuant to which NTS grants rights in the Licensed Software orintellectual property to such customers that will not prevent NTS fromperforming under the provisions of this Agreement, and (iii) the licenseagreements for the third party products listed on Schedule 2.2(c).  NTS is not aware of, and has received nonotice of, any breach of any license or other grant of rights with respect tosuch intellectual property rights.

(d)           Non-Infringement. Neither the Licensed Software nor the Documentation infringes,misappropriates or otherwise violates the intellectual property rights of anythird party and NTS is not aware of, and has received no notice of, anyinfringement of, misappropriation of or other conflict between any of its anyintellectual property related to this Agreement and the right of any thirdparty.

(e)           Open-Source Code.  TheLicensed Software does contain or incorporate any “open source” code, includingwithout limitation, any code that is licensed pursuant to GPL or GPL2.0 or anysoftware program that is licensed pursuant to terms that directly or indirectlyrequire any person to grant, share or transfer any rights to a third party.

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(f)            Development Tools, Distribution Licenses. Except as set forth on Schedule 2.2(f), no development tools ordistribution licenses are necessary for Synel to perform in accordance with theprovisions of this Agreement.

(g)           NTS has received consideration in the amountof $1,200,000 for its execution, delivery and performance of this LicenseAgreement, which amount is adequate and satisfactory to NTS without regard tothe amount of any consideration to be paid to Synel as set forth in the MasterAgreement.

(h)           The license rights granted to Paychexpursuant to this License Agreement may not be terminated by NTS or Synel.

(i)            Prior to payment of the License Fee, (1) allinstances of “dead” code within the Code have been removed, and (2) theapproximately 153 instances of an unencrypted password appearing in the Codehave been remediated, and (3) ensure that the Software supports the “persistentstorage” of social security number and all password data in encrypted form.

2.3           Disclaimer.  THE REPRESENTATIONS, WARRANTIES AND COVENANTSSET FORTH IN THIS AGREEMENT SHALL BE EXCLUSIVE. EXCEPT AS SPECIFICALLY SET FORTH IN WRITING IN THIS AGREEMENT OR THEDEVELOPMENT AGREEMENT, NEITHER NTS NOR SYNEL MAKES ANY REPRESENTATIONS,WARRANTIES, OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITHRESPECT TO THE LICENSED SOFTWARE, DOCUMENTATION OR ANY OTHER GOODS OR SERVICESCOVERED BY OR FURNISHED PURSUANT TO THIS AGREEMENT.

3.             ConfidentialInformation.  Information disclosed or made available bySynel or Paychex to the other shall be subject to the terms of that certainMutual Non-Disclosure Agreement entered into by and between Synel and Paychexdated March 14, 2007 (the “Synel MNDA”). Information disclosed or made available by NTS or Paychex to the othershall be subject to the terms of that certain Mutual Non-Disclosure Agreemententered into by and between NTS and Paychex dated March 22, 2007 (the “NTS MNDA”).

4.             Indemnity; Limitations of Liability.

4.1           SynelIndemnity. Synel shall indemnify and hold Paychex harmless from and against allloss, damages and costs, including reasonable attorney fees, incurred byPaychex (i) as a result of any claim or action by a third party related toSynel’s performance under this Agreement, or any other act or omission by Synelrelated to Synel’s obligations under this Agreement, (ii) as a result of anymaterial violation, breach, inaccuracy or failure to perform or observe anyrepresentation, warranty, covenant or obligation of Synel set forth in thisAgreement, (iii) breach of the Synel MNDA, or (iv) in any action forinfringement of any copyright, patent, trade secret or other intellectualproperty right by a third party as a result of or related to any act or

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omission by Synel or any use of the LicensedSoftware or Documentation, in each case provided that Paychex is using theLicensed Software or Documentation as contemplated in this Agreement and givesSynel prompt written notice of any such claim or action, and opportunity toelect to take over, settle or defend any such claim or action through counselof Synel’s own choosing.  Paychex willmake available to Synel all defenses against any such claim or action and willgive Synel, at Synel’s sole cost and expense, all needed information,assistance and authority to enable Synel to defend against or settle such claimor action, provided that Paychex shall not be obligated in any way tocontribute any moneys to such defense or settlement without its prior consent,in its sole discretion.  Paychex shallhave the right, at its own expense, to be represented by counsel of its ownchoosing in any such claim or action. Should use of the Licensed Software or Documentation be enjoined orrestricted as a result of such a claim or action, Synel shall, at its expenseand sole option (xi) procure for Paychex the right to continue using theLicensed Software or Documentation, or (xii) replace the Licensed Software orDocumentation with non-infringing materials, or (xiii) modify the LicensedSoftware or Documentation so as to become non-infringing, all without materialloss of functionality.

4.2           NTSIndemnity. NTS shall indemnify and hold Paychex harmless from and against all loss,damages and costs, including reasonable attorney fees, incurred by Paychex (i)as a result of any claim or action by a third party related to NTS’ performanceunder this Agreement, or any other act or omission by NTS related to NTS’obligations under this Agreement, (ii) as a result of any material violation,breach, inaccuracy or failure to perform or observe any representation,warranty, covenant or obligation of NTS set forth in this Agreement, (iii)breach of the NTS MNDA, or (iv) in any action for infringement of anycopyright, patent, trade secret or other intellectual property right by a thirdparty as a result of or related to any act or omission by NTS or any use of theLicensed Software or Documentation, in each case provided that Paychex is usingthe Licensed Software or Documentation as contemplated in this Agreement andgives NTS prompt written notice of any such claim or action, and opportunity toelect to take over, settle or defend any such claim or action through counselof NTS’ own choosing.  Paychex will makeavailable to NTS all defenses against any such claim or action and will giveNTS, at NTS’ sole cost and expense, all needed information, assistance andauthority to enable NTS to defend against or settle such claim or action,provided that Paychex shall not be obligated in any way to contribute anymoneys to such defense or settlement without its prior consent, in its solediscretion.  Paychex shall have theright, at its own expense, to be represented by counsel of its own choosing inany such claim or action.  Should use ofthe Licensed Software or Documentation be enjoined or restricted as a result ofsuch a claim or action, NTS shall, at its expense and sole option (xi) procurefor Paychex the right to continue using the Licensed Software or Documentation,or (xii) replace the Licensed Software or Documentation with non-infringingmaterials, or (xiii) modify the Licensed Software or Documentation so as tobecome non-infringing, all without material loss of functionality.

4.2           PaychexIndemnity. Paychex shall indemnify and hold harmless each of Synel and NTS, as thecase may be (“Indemnitee”) from and against all damages and costs, includingreasonable attorneys fees, incurred by them (i) as a result of any claim or

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action by a third party related to any act oromission by Paychex, provided that Indemnitee gives Paychex prompt writtennotice of any such claim or action, and opportunity to elect to take over,settle or defend any such claim or action through counsel of Paychex’ ownchoosing, or (ii) in any action for infringement of any copyright, patent,trade secret or other intellectual property right by a third party related tothe Licensed Software or Documentation to the extent that such claims are madeas a result of Paychex’ modification of the Licensed Software or Documentation,provided that Indemnitee gives Paychex prompt written notice of any action,claim or threat of infringement suit, either oral or written, and opportunityto elect to take over, settle or defend any such claim, action or suit throughcounsel of Paychex’ own choosing. Indemnitee will make available to Paychex all defenses against any suchclaim, action, suit or proceeding and will give Paychex, at Paychex’ sole costand expense, all needed information, assistance and authority to enable Paychexto defend and settle against charges of infringement, provided that Indemniteeshall not be obligated in any way to contribute any moneys to such defense orsettlement without its prior consent, in its sole discretion.  Indemnitee shall have the right, at its ownexpense, to be represented by counsel of its own choosing in any such claim,action or suit to insure that its rights are protected and shall bear all costsof such counsel.

4.3           IndirectDamages.  IN NO EVENT SHALL ANY PARTY HERETO BE LIABLETO ANY OTHER FOR INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES RELATING TO ORARISING OUT OF ITS PERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT,INCLUDING DAMAGES BASED ON CONTRACT, NEGLIGENCE, WARRANTY OR OTHERWISE,PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO BREACHES OF THE SYNEL MNDA ORTHE NTS MNDA.

5.             OtherAgreements.

5.1           Intentionallyomitted.

5.2           SoftwareProtection.  In the event of any infringement or suspectedinfringement of the Licensed Software by any third party, NTS or Paychex maytake all reasonable action to defend the Licensed Software againstinfringement; which steps may include the negotiation of appropriatesettlements and cross-licenses and commencement of legal proceedings.  Paychex shall have the right to approve anysettlement or cross-license, such approval not to be unreasonably withheld ordelayed.  NTS shall have a first refusalright to elect to defend the Licensed Software, in which case the costs of anyenforcement action shall be borne by NTS and any recovery shall be retained byNTS, provided however, that if the conduct complained of impairs or otherwiseaffects the ability of Paychex to exercise the rights granted to Paychex underthis Agreement, then the amount of any recovery shall go first to reimburse theexpenses of NTS incurred in prosecuting such action and the remainder shall bedivided equally between NTS and Paychex unless the parties agree to divide suchrecovery in a different ratio based upon the relative damage suffered by eachparty.  If NTS elects not to, or does notinitiate a response to any infringement within thirty (30) days after it hasreceived notice thereof,

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then Paychex shall have the right to undertake an action to defend theLicensed Software at its own expense. NTS shall have the right to approve any settlement, cross-license, etc.,such approval not to be unreasonably withheld or delayed.  Recovery from any settlement or judgment fromany such action shall go first to reimburse the actual expenses of Paychex in connectionwith such action and the remainder shall be divided equally between Paychex andNTS.  NTS and Paychex shall assist eachother and reasonably cooperate in any such litigation at the other’s reasonablerequest without charge to the requesting party. Without limiting the generality of the foregoing, in the event thatPaychex becomes entitled to commence or prosecute legal action to enforce orprotect the Licensed Software against infringement but is unable to do sobecause it lacks sufficient rights in the Software, NTS, at the cost and requestof Paychex, shall grant such rights to Paychex as will be sufficient to permitPaychex to commence and prosecute such legal action.

6.             Termination.

6.1           AutomaticTermination. ThisAgreement and the licenses granted herein may be terminated only (i) uponmutual agreement of the parties hereto, or (ii) upon written notice oftermination by Paychex pursuant to Section 7.1 hereof.  Except as otherwise provided in this Section6, neither this Agreement, nor the license rights granted to Paychex hereby, maybe terminated by Synel or NTS.

6.2           Post-TerminationProvisions.  In the event of any termination of thisAgreement:  (a) the provisions of thisLicense Agreement which by their nature are intended to survive termination,including without limitation Sections 2, 3, 4, 5.2, 6 and 7 of this Agreement,shall survive as necessary to effectuate their purposes and shall bind theparties hereto and their legal representatives, successors, and assigns and (b)as of the date a notice of termination is delivered by Paychex in accordancewith the provisions of Section 6, above, except as set forth in clause (a),above, the parties hereto shall have no further right under the provisions ofthis Agreement, or obligation to the other party hereto.

7.             Miscellaneous.

7.1           Notices.  Any notices or communications required orpermitted to be given regarding this Agreement shall be in English and inwriting, and shall be sent via U.S. Certified Mail, Return Receipt Requested,or, by prepaid overnight or courier service, to the following addresses:

If to Synel:

SynelIndustries LTD

2Hamada Street

Yokneam,Israel 20692

Attn:Tamir Shabat, CFO

01197249596782

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If to NTS:

NETtime Solutions, Inc.

8840 E. Chaparral Road, Suite 100

Scottsdale, AZ 85250

Attn: Bahan Sadegh, CEO

If to Paychex:

Paychex, Inc.

911 Panorama Trail South

Rochester, New York  14625

ATTN: Steve Beauchamp

or such other address as shall be designated inwriting by either party to this Agreement to the other.  Notices are deemed given on receipt orattempted delivery (if receipt is refused).

7.2           IndependentContractor.  Each party, in rendering performance underthis Agreement is acting solely as an independent contractor.  In no way is either party to be construed asthe agent or to be acting as the agent of the other party in any respect, anyother provisions of this Agreement hereunder notwithstanding.

7.3           EntireAgreement; Amendments.  This License Agreement, the Master Agreement,the Synel MNDA, the NTS MNDA and the exhibits, schedules and attachmentsannexed hereto and thereto, together constitute the entire agreement betweenthe parties.  This Agreement may not beamended except by the unanimous written agreement of all of the parties.

7.4           Construction;Headings. Whenever the singular number is used in this Agreement and when requiredby the context, the same shall include the plural and vice versa, and themasculine gender shall include the feminine and neuter genders and viceversa.  The headings contained in thisAgreement are for reference purposes only and shall not affect the meaning orinterpretation of this Agreement or any of its provisions.

7.5           Severability.  If any provision of this Agreement or itsapplication to any person or circumstance shall be invalid, illegal, orunenforceable to any extent, the remainder of this Agreement and itsapplication shall not be affected and shall be enforceable to the fullestextent permitted by law.

7.6           Waivers.  No action or inaction taken pursuant to thisAgreement shall be deemed to constitute a waiver of compliance with anycovenant, condition or agreement contained herein.  The waiver by any party hereto of any breachof any provision of this Agreement shall not operate or be construed as awaiver of any subsequent breach.

7.7           Rightsand Remedies Cumulative.  Unless otherwise specifically provided, therights and remedies provided by this Agreement are cumulative and the use ofany

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one right or remedy by any party shall notpreclude or waive the right to use any or all other remedies.  Said rights and remedies are given inaddition to any other rights the parties may have by law, statute or otherwise.

7.8           InjunctiveRelief. The parties recognize that a remedy at law for a breach of theprovisions of this Agreement relating to ownership, confidential information, ormisuse of a party’s trademarks, copyrights, and other intellectual propertyrights, will not be adequate for a party’s protection, and accordingly eachparty shall have the right to obtain, in addition to any other relief andremedies available to it, injunctive relief to enforce the provisions of thisAgreement.

7.9           GoverningLaw; Venue.  This Agreement shall be governed by andconstrued in accordance with the substantive laws of the State of NewYork.  The parties hereby (a) covenantthat any suit, action, proceeding or claim in any way relating to, thisAgreement or any of the transactions hereunder, or any judgment entered by anycourt in respect thereof, shall be brought and enforced in the state or federalcourts located in Monroe County, New York, and (b) waive, to the fullest extentpermitted by law, any objection that they may now or hereafter have to thevenue of any such proceeding and (c) waive any claims that any such proceedinghas been brought in an inconvenient forum.

7.10         Successorsand Assigns.  This Agreement shall inure to the benefit ofand be binding upon the parties hereto, and, to the extent permitted by thisAgreement, their respective heirs, legal representatives, successors andassigns.

7.11         Assignment.  This Agreement may be assigned by eitherparty with the prior written consent of the other, not to be unreasonablywithheld or delayed.

7.12         Counterparts.  This Agreement may be executed incounterparts with the same effect as if all parties had signed the samedocument.  All counterparts shall beconstrued together and shall constitute one Agreement.

7.13         ResolutionPeriod. If a dispute arises concerning a party’s rights or obligations under theprovisions of this Agreement, or the interpretation or construction hereof, theparties hereto covenant to take all reasonable steps, and make a good faitheffort, to resolve the same for a period of forty-five (45) days (the “ResolutionPeriod”) before bringing any suit for breach of contract, enforcement of thisAgreement or the like.  The ResolutionPeriod shall commence upon the receipt by one party of a notice thatsufficiently describes any such dispute, which notice shall be sent inaccordance with the provisions of Section 7.1.

7.14         Confidentiality;Publicity.  Except as may berequired by applicable law, no party nor their respective affiliates orrepresentatives shall disclose to any third party the terms hereof without theprior consent of the other parties hereto and no press release or other publicannouncement related to this Agreement or the transactions contemplated herebyshall be issued by either party without the prior approval of the other party.

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NeitherSynel nor NTS may use the Paychex name in any marketing or promotionalmaterials or list of customers developed or used for marketing.

**[Signature Page to Follow]**

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**IN WITNESS WHEREOF,** the parties hereto have set their hands onthe date set forth below.
|            | **SYNEL INDUSTRIES LTD.**    |
|------------|------------------------------|
| ** ** | ** **                   |
| ** ** | ** **                   |
|       | By:                          |   |   |
|       | Name:                        |
|       | Title:                       |
|       |                         |
|       |                         |
| ** ** | **NETTIME  SOLUTIONS, INC.** |
| ** ** | ** **                   |
| ** ** | ** **                   |
|       | By:                          |   |   |
|       | Name:                        |
|       | Title:                       |
|       |                         |
|       |                         |
| ** ** | **PAYCHEX,  INC.**           |
| ** ** | ** **                   |
| ** ** | ** **                   |
|       | By:                          |   |   |
|       | Name:                        |
|       | Title:                       |
|       |                         |

 

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