**Exhibit 10.34**

 
| ** ** | ***TEXT  OMITTED AND FILED SEPARATELY**                               |
|------------|-----------------------------------------------------------------------|
| ** ** | **Confidential  Treatment Requested**                                 |
| ** ** | **Under  17 C.F.R. Section 200.80(B)(4), 200.83 and  240.24b-2** |

** **

**FEDEX CONTRACT NO. 06-0636-001**

 

**AMENDMENT**

 

THIS AMENDMENT, madeeffective as of August 29, 2005 (the “Effective Date”), by and between **FEDERAL EXPRESS CORPORATION** (“Federal”) and **TIME AMERICA, INC.**(“Contractor”).

 

RECITALS

 

WHEREAS, FedEx CorporateServices, Inc. and Contractor entered into a Professional ServicesAgreement dated August 29, 2005, as amended (the “Agreement”); and

 

WHEREAS, Federal andContractor now desire to further amend the Agreement to allow for theperformance of additional services by Contractor on behalf of Federal.

 

FOR AND IN CONSIDERATION ofthe mutual covenants contained in this Amendment, Federal and Contractor (the “parties”)agree as follows:

 

1.                                       **Additional Services andFees****.**

 

a.             Second Order

 

(1)                                  Upon Federal’s acceptance of the testingof the first three (3) Equipment units acquired pursuant to FedEx ContractNo. 06-0037-001, Contractor agrees to perform, on behalf of Federal, theadditional services described in Exhibit A****which is attached hereto and incorporatedherein by reference (the “Second Order Services”).

 

(2)                                  In exchange for performing the SecondOrder Services, Contractor shall receive a fee which in no event shall exceedthe maximum amount of Thirteen Thousand Four Hundred Dollars ($13,400.00), plusapplicable taxes.

 

(3)                                  The amount for Reimbursables associated withthe Second Order Services shall be limited to a maximum of Five Thousand ThreeHundred Seventy-Five Dollars ($5,375.00)..

 

b.             Third Order

 

(1)                                  Upon Federal’s acceptance of the pilotfield test of the [*] units acquired pursuant to FedEx Contract No. 06-0037-001,Contractor agrees to perform, on behalf of Federal, the additional servicesdescribed in Exhibit B****which is attached hereto and incorporatedherein by reference (the “Third Order Services”)..

 

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(2)                                  In exchange for performing the ThirdOrder Services, Contractor shall receive a fee which in no event shall exceedthe maximum amount of One Hundred Forty-Five Thousand Nine Hundred Dollars($145,900.00), plus applicable taxes.

 

(3)                                  The amount for Reimbursables associated withthe Third Order Services shall be limited to a maximum of Eighteen ThousandFive Hundred Eighty-Five Dollars ($18,585.00)..

 

2.                                       **Miscellaneous****.**

 

a.                                       Except as otherwise provided in thisAmendment, all words and definitions used in this Amendment shall have the samemeaning in this Amendment as in the Agreement.

 

b.                                      Other than as provided in this Amendment, allterms and provisions of the Agreement are hereby ratified and confirmed.

 

IN WITNESS WHEREOF, theparties hereby execute this Amendment on the day and year first above written.

 

 
| **FEDERAL  EXPRESS CORPORATION** | **TIME  AMERICA, INC.** |
|----------------------------------|-------------------------|
| ** **                       | ** **              |
|                             |                    |
| BY:                              |                    |   | BY: |
|                             |                    |   |   |
| PRINTED  NAME:                   |                    |   | PRINTED  NAME: |
|                             |                    |   |   |
| TITLE:                           |                    |   | TITLE: |
|                             |                    |   |   |
| DATE:                            |                    |   | DATE: |
|                                  |                         |  |  |  |  |  |

 

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*  Confidential Treatment Requested

 

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**Exhibit A**

**to thecertain**

**AmendmentNo. 06-0036-001**

**between**

**FedExCorporate Services, Inc. (“FedEx”) and Time America, Inc. (“Contractor”)**

 

**SECONDORDER SERVICES AND FEES**

 

Inaccordance with and subject to the terms of the Professional Services Agreementdated August 29, 2005, Contractor agrees to provide the following Servicesonly after acceptance by Federal of the testing of the * (*) units of Equipmentpurchased under FedEx Contract No. 06-0037-001:

 

I.              **FEES**

 
| **DESCRIPTION OF SERVICES**    | ** ** | **QTY** | ** ** | **UNIT COST** | ** ** | **FEE** | ** ** |
|--------------------------------|------------|---------|------------|---------------|------------|---------|------------|
| [*]                            |       | [*]     |       | [*]           |       | [*]     |       |
| [*]                            |       | [*]     |       | [*]           |       | [*]     |       |
| [*]                            |       | [*]     |       | [*]           |       | [*]     |       |
| [*]                            |       | [*]     |       | [*]           |       | [*]     |       |
| [*]                            |       | [*]     |       | [*]           |       | [*]     |       |
| [*]                            |       | [*]     |       | [*]           |       | [*]     |       |
| [*]                            |       | [*]     |       | [*]           |       | [*]     |       |
| [*]                            |       | [*]     |       | [*]           |       | [*]     |       |
| **INITIAL  ORDER / TOTAL FEE** |       | $       | 13,400.00  |          |
|                                |            |         |            |               |            |         |            |  |

 

II.            **MAXIMUM REIMBURSABLEAMOUNT** is $5,375.00.

 

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**Exhibit B**

**to thecertain**

**AmendmentNo. 06-0036-001**

**between**

**FedExCorporate Services, Inc. (“FedEx”) and Time America, Inc. (“Contractor”)**

 

**THIRDORDER SERVICES AND FEES**

 

Inaccordance with and subject to the terms of the Professional Services Agreementdated August 29, 2005, Contractor agrees to provide the following Servicesonly after acceptance by Federal of the pilot field testing of the * (*) unitsof Equipment purchased under FedEx Contract No. 06-0037-001:

 

I.              **FEES**

 
| **DESCRIPTION OF SERVICES**   | ** ** | **QTY** | ** ** | **UNIT COST** | ** ** | **FEE** | ** ** |
|-------------------------------|------------|---------|------------|---------------|------------|---------|------------|
| [*]                           |       | [*]     |       | [*]           |       | [*]     |       |
| [*]                           |       | [*]     |       | [*]           |       | [*]     |       |
| [*]                           |       | [*]     |       | [*]           |       | [*]     |       |
| **SECOND  ORDER / TOTAL FEE** |       | $       | 145,900.00 |          |
|                               |            |         |            |               |            |         |            |  |

 

II.            **MAXIMUM REIMBURSABLEAMOUNT** is $,18,585.00.

 

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*  Confidential Treatment Requested

 

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