**Exhibit 10.1**

**ASSET PURCHASE AGREEMENT**

**BETWEEN**

**SYNEL INDUSTRIES LTD. AND TIMEAMERICA, INC. (Delaware Corporation)**

**AND**

**TIME AMERICA, INC. (NevadaCorporation)**

**AND**

**TIME AMERICA, INC. (ArizonaCorporation)**

**AND**

**NETEDGE DEVICES, LLC**

**January 16, 2007**

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**TABLE OF CONTENTS**
| ** **  | ** ** | ** **                                                   | ** ** | **Page** | ** ** |
|-------------|------------|--------------------------------------------------------------|------------|----------|------------|
| Section 1.  |       | Definitions                                                  |       | 1        |       |
| Section  2. |       | Basic Transaction                                            |       | 4        |       |
| Section  3. |       | Sellers’  Representations, Warranties and Declarations. |       | 5        |       |
| Section  4. |       | Buyer’s Representations  and Warranties                 |       | 8        |       |
| Section  5. |       | Pre-Closing Covenants                                        |       | 9        |       |
| Section  6. |       | Conditions to  Obligation to Close                           |       | 10       |       |
| Section  7. |       | At/Post-Closing  Covenants                                   |       | 11       |       |
| Section 8.  |       | Miscellaneous                                                |       | 16       |       |

**Exhibits**
| Exhibit A  |   | —  List of Sellers’ Resellers                                      |   |
|------------|--------|-----------------------------------------------------------------------------------|--------|
| Exhibit  B |   | —  Sellers’ Employees to be Hired by Buyer and  Employment Letters |   |
| Exhibit  C |   | —  Form of Sellers’ Hosted Remarketing  Agreement                  |   |
| Exhibit  D |   | —  Sellers’ Direct and End-User Accounts                           |   |
| Exhibit  F |   | —  TA7000 Inventory and tools to be Purchased  by Buyer                 |   |
| Exhibit  G |   | —  Sellers’ Financial Statements                                   |   |
| Exhibit  H |   | —  None                                                                 |   |
| Exhibit  I |   | —  Top 20 Contracts                                                     |   |
| Exhibit  J |   | —  Litigation                                                           |   |
| Exhibit  K |   | —  Form of Buyer’s Employment Letter                               |   |
| Exhibit  L |   | —  TA7000 Know-How in Written and DVD Form                              |   |
| Exhibit  M |   | —  Form of Laurus  Payoff Letter                                        |   |
| Exhibit N  |   | —  Form of  Letter to be Sent by Buyer to Sellers’ Customers       |   |
| Exhibit O  |   | —  Buyer’s U.S.  Clients                                           |   |
| Exhibit P  |   | —  Letter  regarding Ownership of Molds                                 |   |
| Exhibit Q  |   | —  Parts List Pricing                                                   |   |

 

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**ASSET PURCHASE AGREEMENT**

ThisASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as ofJanuary 16, 2007, by and among **SynelIndustries Ltd.**, an Israeli registered corporation or any of itssubsidiaries (**“Synel”**), and **TimeAmerica, Inc**., a Delaware corporation (“**SynelDelaware**” and,together with Synel, collectively, the “Buyer”, and **TimeAmerica, Inc.,**a Nevada Corporation**(“T.A. Nevada”),****Time America,Inc.**, an Arizona Corporation **(“T.A.Arizona”),**and **NetEdge Devices,LLC,** an Arizona limited liability company**(“NetEdge”)**.  T.A.Nevada, T.A. Arizona and NetEdge are referred to collectively herein as the “Sellers.” Buyer and Sellers are referred to collectively herein as the “Parties.”

ThisAgreement contemplates a transaction in which Buyer will purchase certainassets of Sellers in return for cash and future royalty payments based on Buyer’srevenue derived from the sale of the TA7000 (defined below) following theClosing.

Now,therefore, in consideration of the Sellers premises and promises herein made infront of the Buyer, and in consideration of the Sellers representations,warranties, and covenants herein contained which made in front of the Buyer,the Parties agree as follows.

**Section1.             ****Definitions**.

“Acquired Assets” or “Purchased Assets”means all of the following assets of Sellers:

(a)           The resellers of Sellers identified on Exhibit A to this Agreementrelated to the Purchased Assets, which list includes Sellers’ regular resellersand NETtime hosting resellers.

(b)           All of Sellers full ownership, title and interest in the intellectualproperty rights, including source code, object code, kernel, know-how,published user documentation and any related technical documentation to thefollowing software and firmware products of Sellers: GENESIS SQL, GENESIS PRO,TA100, TA100PRO TA50, TA50XL, TA50 PRO and the TA7000 Product Series (“TA7000”),HourTrack and the associated firmware for all the data collection devices.

(c)           the NETtime Source Code.

(d)           All of Sellers right, title and interest in and to the mark “TimeAmerica” including its use with respect to the labeling of software and/orhardware products and the names and trade marks of the Sellers and its U.S.subsidiary what so ever, the domain name of Time America as well as the website itself, and any labeling whatsoever related to the brand “Time America” ofthe Sellers and its U.S. subsidiaries and have the right to use either Sellersor Buyer’s brand name and trademark regarding the TA7000 or any other ofthe  Purchased Assets as Buyer would like,based on its sole discretion.  Sellersshall also be entitled to a copy of the content of the Time America web site asit exists as of the Closing.

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“Assumed Liabilities” meansall liabilities and obligations of Sellers (whether known or unknown, whetherasserted or unasserted, whether absolute or contingent, whether accrued orunaccrued, whether liquidated or unliquidated, and whether due or to becomedue), arising out of and/or related to the Acquired Assets as well asSellers representations and warranties regarding the Purchased Assets.

“Buyer” has the meaning setforth in the preface above.

“Sellers” has the meaning setforth in the preface above.

“Closing” has the meaning setforth in §2(d) below.

“Closing Date” has themeaning set forth in §2(d) below.

“Employees” means all theemployees of Sellers listed on Exhibit B to this Agreement.

“Financial Statements” hasthe meaning set forth in §3(g) below.

“GAAP” means United Statesgenerally accepted accounting principles as in effect from time to time, consistentlyapplied.

“Hosting Facilities” meansthe existing service commitment provided by Sellers immediately preceding theClosing to its NETtime clients, as described in Sections 5.1 and 5.2 of Sellersstandard Hosted Remarketing Agreement, the form of which is attached hereto asExhibit C.

“Income Tax” means anyfederal, state, local, or foreign tax based on or measured by reference to netincome, including any interest, penalty, or addition thereto, whether disputedor not.

“Income Tax Return” means anyreturn, declaration, report, claim for refund, or information return orstatement relating to Income Taxes, including any schedule or attachmentthereto.

“Legal Proceedings” means any lawsuit and/or legalaction at any stage of the actual legal process brought against the Sellers byany third party who seeks a legal remedy.

“Lien” means any mortgage,pledge, lien, encumbrance, charge, or other security interest other than (a)mechanics’, materialmen’s, and similar liens, (b) liens for Taxes not yet due andpayable or for Taxes that the taxpayer is contesting in good faith throughappropriate proceedings, (c) purchase money liens and liens securing rentalpayments under capital lease arrangements, (d) other liens arising in theOrdinary Course of Business and not incurred in connection with the borrowingof money, (e) any liens existing in favor of Laurus Master Fund Ltd. and/orLaurus Capital Management or any of its affiliated companies and/orsubsidiaries.

“Material Adverse Effect” or “Material Adverse Change” means any effect or change ofmore than 5% regarding the Financial Declarations  and/or Representations and/or Warranties thatmade by the Sellers.

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“Most Recent Financial Statements”has the meaning set forth in §3(f) below.

“Most Recent Fiscal Month End”has the meaning set forth in §3(g) below.

“NETtime Source Code” means the limited right to usea copy of the NETtime source code for NETtime versions 5 and 6, provided suchuse shall prohibit any resale by Buyer of the NETtime source code to any thirdparty and any sale by Buyer of the NETtime products to any direct and end-useaccounts of Sellers listed on Exhibit N hereto. In addition, such license shall grant Buyer the right to receive any newversions of NETtime for a period of 12 months following the Closing.

“Ordinary Course of Business”means the ordinary course of business consistent with past custom and practice(including with respect to quantity and frequency).

“Party” has the meaning setforth in the preface above.

“Person” means an individual,a partnership, a corporation, a limited liability company, an association, ajoint stock company, a trust, a joint venture, an unincorporated organization,any other business entity, or a governmental entity (or any department, agency,or political subdivision thereof).

“Purchase Price” has themeaning set forth in §2(c) below.

“Resellers’ Activity”means the revenue arising from the activity of the  resellers identified on Exhibit A for thecalendar year ended December 312006.

“Sellers” has the meaning setforth in the preface above.

“Software” means all computersoftware and last versions thereof, including source code, kernel, object,executable or binary code, objects, comments, screens, user interfaces, reportformats, templates, menus, buttons and icons and all files, data related toSellers’ resellers, materials, manuals files, design notes and other items anddocumentation related thereto or associated therewith relating to the followingsoftware products of Sellers:  GenesisSQL, Genesis Pro, TA100, TA100 PRO, TA50 PRO, TA50XL, and NETtime (Versions 5and 6).

“Subsidiary” means, withrespect to any Person, any corporation, limited liability company, partnership,association, or other business entity of which (i) if a corporation, a majorityof the total voting power of shares of stock entitled (without regard to theoccurrence of any contingency) to vote in the election of directors, managers,or trustees thereof is at the time owned or controlled, directly or indirectly,by that Person or one or more of the other Subsidiaries of that Person or acombination thereof or (ii) if a limited liability company, partnership,association, or other business entity (other than a corporation), a majority ofthe partnership or other similar ownership interests thereof is at the timeowned or controlled, directly or indirectly, by that Person or one or moreSubsidiaries of that Person or a combination thereof and for this purpose, aPerson or Persons own a majority ownership interest in such a business entity(other than a corporation) if such Person or Persons shall be allocated amajority of such business entity’s gains or losses or shall be or control anymanaging director or general 

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partner of such business entity (other than a corporation).  The term “Subsidiary” shall include allSubsidiaries of such Subsidiary.

“Tax Return” means anyreturn, declaration, report, claim for refund, or information return orstatement relating to Taxes, including any schedule or attachment thereto, andincluding any amendment thereof.

**Section 2.             ****BasicTransaction**.

(a)           Purchase and Sale ofAssets.  Based on the representations,warranties, declarations and exhibits made by the Sellers in front of the Buyerin this Agreement and subject to the terms and conditions of this Agreement,Buyer agrees to purchase from Sellers, and Sellers agrees to sell, transfer,convey, and deliver to Buyer, all of the Acquired Assets at the Closing for theconsideration specified below in this §2.

(b)           Purchase Price.  Buyer agrees to pay to Sellers at the ClosingU.S. $2,500,000 in consideration for the Acquired Assets, less the EscrowAmount (the “Purchase Price”). The Purchase Price shall be paid as follows:

(i)            U.S. $2,250,000 (the “Cash Payment”) shall be payable by Buyer to Sellers asfollows:

1.             U.S. $1,724,975.75, of which shallbe paid by wire transfer of immediately available funds to Laurus Master FundLtd. to repay in full all of Sellers’ existing indebtedness owing to LaurusMaster Fund Ltd.(“Laurus Payment”). The parties agreed and approved mutuallythat the Buyer will not transfer Laurus Payment wire transfer until Sellerswill provide to Buyer Exhibit M (while all the fill in blanks of the documenthave been fulfilled) signed by Laurus Master Fund Ltd. by an authorized personof Laurus Master Fund Ltd.

2.             U.S. $250,000 (the “EscrowAmount”) to be paid by wire transfer of immediately available funds toWells Fargo Bank, as escrow agent (the “Escrow Agent”), pursuant toterms set forth in an escrow agreement mutually acceptable to the partiesattached as Exhibit C.  The term of theescrow shall be for a period of six months, with 50% of the Escrow Amount to bereleased three months following the Closing and the remainder six monthsfollowing the Closing in accordance with (and upon fulfillment of) the termsand conditions under the Escrow Agreement.

3.             U.S. $517,524.25 by wire transferof immediately available funds to an account designated in writing by Seller.

Theassets described in Section 1(a) of this Agreement shall be transferred toSynel Delaware and the remaining assets shall be transferred to Synel.

(c)           Inventory Purchasing.  In addition to the Cash Payment, Buyer shallwire transfer to Sellers immediately available funds in the amount of U.S.$140,000 for the purchase of the TA7000 inventory listed on Exhibit F to thisAgreement.  In the event Buyer decides topurchase TA7000 inventory from Sellers in excess of U.S. $140,000 following theClosing, the purchase price of such inventory in excess of U.S. $140,000 shallequal 50% of Sellers’ cost.  In 

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theevent Buyer decides to purchase from Sellers any other inventory unrelated tothe TA7000, Buyer will pay Sellers cost of such inventory.

(d)           The Closing.

(i)            The execution date of this Agreementshall be January 16, 2007.

(ii)           The Closing of the transactions contemplated by thisAgreement (the “Closing”) shall occur on January23, 2007 and be effective as of January 16, 2007, subject to the satisfactionor waiver of all conditions to the obligations of the Parties to consummate thetransactions contemplated hereby (other than conditions with respect to actionsthe respective Parties will take at the Closing itself) or such other date asthe Parties may mutually determine (the “Closing Date”).  Notwithstanding anything in this Agreement tothe contrary, if the Closing shall not have occurred by January 26, 2007,either party may terminate this Agreement by written notice to the other partywithout any liability to the other party.

(e)           Deliveries at theClosing.  At the Closing, (i) Sellers shalldeliver to Buyer the various certificates, instruments, and documents referredto in §6(a) below; and (ii) Sellers shall execute, acknowledge (ifappropriate), and deliver to Buyer (A) assignments (including intellectualproperty transfer documents) and (B) such other instruments of sale, transfer,conveyance, and assignment as Buyer and its counsel may reasonably request.

**Section 3.             ****Sellers’Representations, Warranties and Declarations**.

Sellers represents, warrants and declares to the Buyer thatthe Exhibits and Appendix attached to this Agreement as well as the statementscontained in it are correct and complete as of the date of this Agreement andwill be correct and complete as of the Closing Date (as though made then and asthough the Closing Date were substituted for the date of this Agreementthroughout this Agreement).

(a)           Organization ofSellers.  Sellers are:

(i)            **TimeAmerica, Inc.** is a corporation duly organized, validly existing, and in good standingunder the laws of the state of Nevada.

(ii)           **TimeAmerica, Inc.**is a corporation duly organized, validly existing, and ingood standing under the laws of the state of Arizona.

(iii)          **NetEdge Devices, LLC**is an Arizona limitedliability company****duly organized,validly existing, and in good standing under the laws of the state of Arizona.

(b)           Authorization ofTransaction.  Sellers have full power andauthority (including full corporate or other entity power and authority) toexecute and deliver this Agreement and to perform its obligations hereunder.  Without limiting the generality of theforegoing, the board of directors of Sellers has duly authorized the execution,delivery, and performance of this Agreement by Sellers.  This Agreement constitutes the valid andlegally binding obligation of Sellers, enforceable in accordance with its termsand conditions.

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(c)           Non-contravention.  To the knowledge of the Sellers, neither theexecution and delivery of this Agreement, nor the consummation of thetransactions contemplated hereby (including the assignments and assumptionsreferred to in §2 above), will (i) violate any constitution, statute,regulation, rule, injunction, judgment, order, decree, ruling, charge, or otherrestriction of any government, governmental agency, or court to which Sellersor any of its Subsidiaries is subject or any provision of the charter or bylawsof Sellers or any of its Subsidiaries or (ii) conflict with, result in a breachof, constitute a default under, result in the acceleration of, create in anyparty the right to accelerate, terminate, modify, or cancel, or require anynotice under any agreement, contract, lease, license, instrument, or otherarrangement to which Sellers or any of its Subsidiaries is a party or by whichit is bound or to which any of its assets is subject (or result in theimposition of any Lien upon any of its assets), except where the violation,conflict, breach, default, acceleration, termination, modification,cancellation, failure to give notice, or Lien would not have a Material AdverseEffect.

(d)           Brokers’ Fees.  Sellers has no liability or obligation to payany fees or commissions to any broker, finder, or agent with respect to thetransactions contemplated by this Agreement for which Buyer could become liableor obligated.  None of the Subsidiariesof Sellers has any liability or obligation to pay any fees or commissions toany broker, finder, or agent with respect to the transactions contemplated bythis Agreement.  Notwithstanding, Sellershas an agreement with Oberon Securities LLC to pay a transaction fee that isthe responsibility of Sellers.  Furthermore, it is known, understood and acceptable on the Sellers that the Buyer hasno liability or obligation to pay any fees or commissions to any broker, finder,or agent with respect to the transactions contemplated by this Agreement forwhich Buyer could become liable or obligated. None of the Subsidiaries of the Buyer has any liability or obligation topay any fees or commissions to any broker, finder, or agent with respect to thetransactions contemplated by this Agreement. All the above exclude fees thatarise as a result of any of the parties actions which are not stated hereunderand have not revealed to the other party.

(e)           Title to TangibleAssets.  Sellers and its Subsidiaries havegood title to, or a valid leasehold interest in, the material tangible assetsthey use regularly in the conduct of their Resellers’ Activity.

(f)            Financial Statements.  Attached hereto as Exhibit G are thefollowing financial statements (collectively the “FinancialStatements”): (i) audited consolidated balance sheets and statementsof income, changes in stockholders’ equity, and cash flow as of and for thefiscal years ended June 30, 2005 and 2006, and for Sellers and itsSubsidiaries; and (ii) unaudited consolidated balance sheets and statements ofincome, changes in stockholders’ equity, and cash flow (the “MostRecent Financial Statements” as of and for the three months endedSeptember 30, 2006 (the “Most Recent Fiscal Month End”)for Sellers and its Subsidiaries.  TheFinancial Statements (including the notes thereto) have been prepared inaccordance with GAAP throughout the periods covered thereby and present fairlythe financial condition of Sellers and its Subsidiaries as of such dates andthe results of operations of Sellers and its Subsidiaries for such periods; *provided, however*, that the Most RecentFinancial Statements are subject to normal year-end adjustments and lackfootnotes and other presentation items.

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(g)           Events Subsequent toMost Recent Fiscal Month End.  Since theMost Recent Fiscal Month End, there has not been any Material AdverseChange.  Without limiting the generalityof the foregoing, since that date neither Sellers nor any of its Subsidiarieshas engaged in any practice, taken any action, or entered into any transactionoutside the Ordinary Course of Business.

(h)           Legal Compliance andLack of Legal Proceedings. To the knowledge of Sellers, each of Sellers and itsSubsidiaries has complied with all applicable laws (including rules, regulations,codes, plans, injunctions, judgments, orders, decrees, rulings, and chargesthereunder) of federal, state, local, and foreign governments (and all agenciesthereof).  There are not any LegalProceedings and/or potential Legal Proceedings against the Sellers and itsSubsidiaries.  Attached hereto as AppendixA is an opinion letter from the legal counsel of the Sellers and itsSubsidiaries.

(i)            Tax Matters.

(i)            Each of Sellers andits Subsidiaries has filed all Income Tax Returns that it was required to file,and has paid all Income Taxes shown thereon as owing.

(ii)           Neither Sellers norany of its Subsidiaries has waived any statute of limitations in respect ofTaxes or agreed to any extension of time with respect to a Tax assessment ordeficiency.

(iii)          Neither Sellers norany of its Subsidiaries is a party to any Income Tax allocation or sharingagreement.

(iv)          Neither Sellers nor anyof its Subsidiaries has been a member of an Affiliated Group filing aconsolidated federal Income Tax Return (other than a group the common parent ofwhich was Sellers).

(j)            Intellectual Property.  Attached hereto as Exhibit H identifies eachpatent or registration related to the Acquired Assets that has been issued toSellers or any of its Subsidiaries with respect to any of its Software,identifies each pending patent application or application for registration thatSellers or any of its Subsidiaries has made with respect to any of itsSoftware, and identifies each material license, agreement, or other permissionthat Sellers or any of its Subsidiaries has granted to any third party withrespect to any of its Software.

(k)           Contracts.  Attached hereto as Exhibit I lists the top 20written contracts relating to the Resellers’ Activity.  Sellers has delivered to Buyer a correct andcomplete copy of the top 20 written contracts listed in Exhibit I.

(l)            Powers of Attorney.  As of the Closing, there are no outstandingpowers of attorney executed on behalf of Sellers or any of its Subsidiariesrelating to the Resellers’ Activity.

(m)          Litigation.  Exhibit J attached hereto sets forth eachinstance in which Sellers or any of its Subsidiaries (i) is subject to anyoutstanding injunction, judgment, order, decree, ruling, or charge or (ii) is aparty to any action, suit, proceeding, hearing, or 

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investigation of, in, or before any court orquasi-judicial or administrative agency of any federal, state, local, orforeign jurisdiction, except where the injunction, judgment, order, decree,ruling, action, suit, proceeding, hearing, or investigation would not have aMaterial Adverse Effect.

(n)           Sellers represent andwarrant that Sellers have transferred to Buyer under this agreement all thelatest versions of the software related to GENESIS SQL, GENEIS Pro, TA100,TA100 PRO, TA50 PRO, and TA50XL.

(o)           Sellers represent andwarrant that the inventory attached as Exhibit F related to TA7000, which isbeing purchased by the Buyer at the amount of U.S $140,000 at the Closing, isan inventory capable (i.e. usable) in the hands of Buyer for a production lineof the last version of TA7000.

(p)           On the Closing Date,Sellers shall have paid each key employee listed on Exhibit B and hired byBuyer all accrued and unpaid wages, bonuses and related employee benefits.

(q)           Disclaimer of OtherRepresentations and Warranties.  Except asexpressly set forth in this Agreement, Seller makes no representation orwarranty, express or implied, at law or in equity, in respect of any of itsassets (including, without limitation, the Acquired Assets), liabilities oroperations, including, without limitation, with respect to merchantability orfitness for any particular purpose, and any such other representations orwarranties are hereby expressly disclaimed.

**Section 4.             ****Buyer’s Representations andWarranties**.

Buyer represents and warrants toSellers that the statements contained in this §4 are correct and complete as ofthe date of this Agreement and will be correct and complete as of the ClosingDate (as though made then and as though the Closing Date were substituted for thedate of this Agreement throughout this §4):

(a)           Organization of Buyer.  Buyer is a corporation (or other entity) dulyorganized, validly existing.

(b)           Authorization ofTransaction.  Buyer has full powerand authority (including full corporate or other entity power and authority) toexecute and deliver this Agreement and to perform its obligationshereunder.  This Agreement constitutesthe valid and legally binding obligation of Buyer, enforceable in accordancewith its terms and conditions.  Theexecution, delivery and performance of this Agreement and all other agreementscontemplated hereby have been duly authorized by Buyer.

(c)           Non-contravention.  To the knowledge of Buyer, neither theexecution and delivery of this Agreement, nor the consummation of thetransactions contemplated hereby (including the assignments and assumptionsreferred to in §2 above), will (i) violate any constitution, statute,regulation, rule, injunction, judgment, order, decree, ruling, charge, or otherrestriction of any government, governmental agency, or court to which Buyer issubject or any provision of its charter, bylaws, or other governing documentsor (ii) conflict with, result in 

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abreach of, constitute a default under, result in the acceleration of, create inany party the right to accelerate, terminate, modify, or cancel, or require anynotice under any agreement, contract, lease, license, instrument, or otherarrangement to which Buyer is a party or by which it is bound or to which anyof its assets are subject.  Buyer doesnot need to give any notice to, make any filing with, or obtain anyauthorization, consent, or approval of any government or governmental agency inorder for the Parties to consummate the transactions contemplated by thisAgreement (including the assignments and assumptions referred to in §2 above).

(d)           Brokers’ Fees.  Buyer has no liability or obligation to payany fees or commissions to any broker, finder, or agent with respect to thetransactions contemplated by this Agreement.

**Section 5.              Pre-ClosingCovenants**.

The Parties agree as follows withrespect to the period between the execution of this Agreement and the Closing:

(a)           General.  Each of the Parties will use its reasonablebest efforts to take all actions and to do all things necessary, proper, oradvisable in order to consummate and make effective the transactionscontemplated by this Agreement (including satisfaction, but not waiver, of theClosing conditions set forth in §6 below).

(b)           Notices and Consents.  Sellers shall give (and shall cause each ofits Subsidiaries to give) any notices to third parties, and Sellers shall useits reasonable best efforts (and shall cause each of its Subsidiaries to useits reasonable best efforts) to obtain any third party consents, referred to in§3(c). Each of the Parties will (and Sellers shall cause each of itsSubsidiaries to) give any notices to, make any filings with, and use itsreasonable best efforts to obtain any authorizations, consents, and approvalsof governments and governmental agencies in connection with the mattersreferred to in §3(c) and §4(c) above.

(c)           Full Access.  Sellers will permit (and will cause each ofits Subsidiaries to permit) representatives of Buyer (including legal counseland accountants) to have full access at all reasonable times, and in a mannerso as not to interfere with the normal business operations of Sellers and itsSubsidiaries, to all premises, properties, personnel, books, records (includingtax records), contracts, and documents of or pertaining to Sellers and each ofits Subsidiaries.  Buyer will treat andhold as such any Confidential Information it receives from any of Sellers andits Subsidiaries in the course of the reviews contemplated by this §5(d), willnot use any of the Confidential Information except in connection with thisAgreement, and, if this Agreement is terminated for any reason whatsoever, willreturn to Sellers and its Subsidiaries all tangible embodiments (and allcopies) of the Confidential Information that are in its possession.

(d)           Notice of Developments.

(i)            Seller may elect atany time to notify Buyer of any development causing a breach of any of itsrepresentations and warranties in §3 above.

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(ii)           Each Party will giveprompt written notice to the other Party of any material adverse developmentcausing a breach of any of its own representations and warranties in §3 and §4above.  No disclosure by any Partypursuant to this §5(e)(ii), however, shall be deemed to amend or supplement theDisclosure Schedule or to prevent or cure any misrepresentation or breach ofwarranty.

**Section 6.             ****Conditionsto Obligation to Close**.

(a)           Conditions to Buyer’sObligation.  Buyer’s obligation to consummatethe transactions to be performed by it in connection with the Closing issubject to satisfaction of the following conditions:

(i)            the representationsand warranties set forth in §3 above shall be true and correct in all materialrespects at and as of the Closing Date, except to the extent that suchrepresentations and warranties are qualified by the term “material,” or containterms such as “Material Adverse Effect” or “Material Adverse Change,” in whichcase such representations and warranties (as so written, including the term “material”or “Material”) shall be true and correct in all respects at and as of theClosing Date;

(ii)           Seller shall haveperformed and complied with all of its covenants hereunder in all materialrespects through the Closing, except to the extent that such covenants arequalified by the term “material,” or contain terms such as “Material AdverseEffect” or “Material Adverse Change,” in which case Seller shall have performedand complied with all of such covenants (as so written, including the term “material”or “Material”) in all respects through the Closing;

(iii)          there shall not be anyinjunction, judgment, order, decree, ruling, or charge in effect preventingconsummation of any of the transactions contemplated by this Agreement;

(iv)          Seller shall havedelivered to Buyer a certificate to the effect that each of the conditionsspecified above in §6(a)(i)-(iii) is satisfied in all respects;

(v)           Seller, itsSubsidiaries, and Buyer shall have received all authorizations, consents, andapprovals of governments and governmental agencies referred to in §3(c) and§4(c) above; and

(vi)          all actions to betaken by Seller in connection with consummation of the transactionscontemplated hereby and all certificates, opinions, instruments, and otherdocuments required to effect the transactions contemplated hereby will bereasonably satisfactory in form and substance to Buyer.

Buyer may waive any condition specified in this §6(a) if it executes awriting so stating at or prior to the Closing.

(b)           Conditions to Seller’sObligation.  Seller’s obligation to consummatethe transactions to be performed by it in connection with the Closing issubject to satisfaction of the following conditions:

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(i)            the representationsand warranties set forth in §4 above shall be true and correct in all materialrespects at and as of the Closing Date, except to the extent that suchrepresentations and warranties are qualified by the term “material,” or containterms such as “Material Adverse Effect” or “Material Adverse Change,” in whichcase such representations and warranties (as so written, including the term “material”or “Material”) shall be true and correct in all respects at and as of theClosing Date;

(ii)           Buyer shall haveperformed and complied with all of its covenants hereunder in all materialrespects through the Closing, except to the extent that such covenants arequalified by the term “material,” or contain terms such as “Material AdverseEffect” or “Material Adverse Change,” in which case Buyer shall have performedand complied with all of such covenants (as so written, including the term “material”or “Material”) in all respects through the Closing;

(iii)          there shall not be anyinjunction, judgment, order, decree, ruling, or charge in effect preventingconsummation of any of the transactions contemplated by this Agreement;

(iv)          Buyer shall havedelivered to Seller a certificate to the effect that each of the conditionsspecified above in §6(b)(i)-(iii) is satisfied in all respects;

(v)           Seller, itsSubsidiaries, and Buyer shall have received all authorizations, consents, andapprovals of governments and governmental agencies referred to in §3(c) and§4(c) above; and

(vi)          all actions to betaken by Buyer in connection with consummation of the transactions contemplatedhereby and all certificates, opinions, instruments, and other documentsrequired to effect the transactions contemplated hereby will be reasonablysatisfactory in form and substance to Sellers.

**Section 7.             ****At/Post-ClosingCovenants**.

In consideration for the foregoing, Sellers and Buyer agree to undertakethe following actions (at/post closing):

7.1.          Atthe Closing.

(a)           Sellers will cooperatewith Buyer in connection with Buyer’s hiring of the employees of Sellers setforth on Exhibit B hereto (the “Hired Employees”).  Seller shall be liable to pay all liabilitiesconcerning such employees related to the employment period prior to theClosing.  Buyer shall be obligated to payall liabilities concerning such employees related to the employment periodfollowing the Closing.  Any otheremployees of Sellers hired by Buyer shall be subject to the mutual agreement ofthe Parties.  Buyer agrees to offercompensation and other benefits to the Hired Employees on terms substantiallyequivalent or greater than the benefits offered to such employees as of theClosing.  Attached to Exhibit B arecopies of signed employment letters from each of the employees listed on suchExhibit B in the form of Exhibit K.

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(b)           Sellers will transferto Buyer all existing TA7000 manufacturing tools, molds, racks and tables, allembedded equipments, as set forth on Exhibit F, and provide Buyer’s productionmanager with access to Sellers’ production manager for the TA7000 product lineduring normal business hours by email, telephone and in person in Scottsdale,Arizona for a period of ninety (90) days following the Closing for the purposeof assisting Buyer with the establishment of a full production line for theTA7000.

Attachedhereto as Exhibit L is a list of TA7000 know-how. as existing in writing andDVD form as of the Closing.  Sellers willtransfer and deliver to Buyer all the IP know how and documentation printed,related to the Acquired Assets.

(c)           For a period of fiveyears after the Closing, the Sellers and any related party to them and anythird party on behalf of them will not develop and/or manufacture hardware inthe field of time and attendance. Notwithstanding the foregoing, nothing in this Agreement shall prohibitor restrict Sellers’ ability to fulfill open orders existing as of the ClosingDate under Sellers’ agreement with FedEx and to sell Sellers’ existing timeclock inventory as of the Closing for a period of up to six (6) monthsfollowing the Closing.  If Buyer electsto purchase such existing inventory, Sellers agree to sell the same to Buyer atSellers’ cost.

(d)           Following the Closing,Sellers shall be entitled to continue developing interfaces to hardwaredevices.

(e)           Seller will transferto Buyer all certificates and/or any documentation needed for the transfer ofthe domain name of Time America including the Time America web site and itscontents. Seller shall have the right to a copy of the contents of the web siteas far as it is not related to the reseller activity.

(f)            In the event UnitimeInc. breaches the terms of Section 2(a) of that certain purchase agreementbetween Unitime Inc. and Time America, Inc., at the request of Buyer Sellersagree to initiate legal action to enforce Sellers’ rights under such agreementin accordance with the terms thereof and shall use U.S. litigation counselselected by  Buyer.  Any judgement in favor of Sellers or otherpayment to Sellers in connection with such litigation shall be paid to Buyer,net of Sellers’ costs and expenses of such litigation.

(g)           Sellers will provide apayoff letter rendered by Laurus Master Fund LLC in form and substance attachedhereto as Exhibit M.

(h)           Sellers will provide alisting of its inventory relating to its TA7000 existing as of the Closing.

(i)            Sellers will provide alist of Reseller that are using NETtime Version 5.X and NETtime Version 6.X.

(j)            Sellers will provide adeclaration that there are not any liens of any kind on the Purchased Assets.

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(k)           Sellers shall provide Thomas S. Bednarik with a DVD copy of all sourcecode related to the Acquired Assets, which shall not be transferred to Buyeruntil such time as the Purchase Price has been paid in accordance with Section2(a).

7.2.          PostClosing.

(a)           Sellers will beobligated to buy clocks from the Buyer as its prime and exclusive vendor ofsupply as long as the cost, features, functionality and payment terms arecompetitive  with American or EuropeanManufacturers (excluding FedEx Orders as indicated at Section 7.2(b) below).

(b)           Sellers will buy fromBuyer the TA7700 color display, as currently configured exclusive of RSIhandpunch component), for FedEx orders. Buyer agrees to sell for these orders only at a fixed special price of$2,000 per unit for the period starting at the Closing and ending at May 31,2008.  The parties acknowledge and agreethat no royalties shall be payable by Buyer with respect to such sales.

(c)           As promptly aspossible following the Closing, Sellers will change after the Closing, but notlater than 90 days following the Closing, the names of the companies of theSellers T.A Nevada and T.A Arizona, that it will not include the words: “Time”and/or “America” (hereinafter the “Words”) and any rephrasing of thewords.  Notwithstanding the foregoing,Sellers may continue to use the name NETtime.

(d)           Sellers agree to rentto Buyer a part of Sellers’ premises in the current Sellers facility located inScottsdale, Arizona by its size needed. Buyer shall pay to Seller a monthly amount for such space based on a rate equal to U.S. $22.50 per squarefeet for a year.  This rental fee willinclude using all the facilities at Sellers premises including: electricity,air-conditioning, telephone and internet access, computers, programs etc.,(hereinafter the “rental fee” or the “rental”). The first two months of the rental period shall be provided bySellers  be free of charge.  The rental period will start at the Closing,and Buyer will have to give 45 days advance notice to Sellers in order toterminate the rental period, provided that the end of the rental periodshall  be no longer than May 1,2007.  During the period contemplated bythis subparagraph (d), each Party agrees to be liable for any and all damagesto a Party’s tangible assets caused by the other Party’s employee.  Buyer agrees to reimburse Sellers for anyassets used by Buyer and not covered by this paragraph during the period setforth in this subparagraph (d), at Sellers’ cost (i.e., paper, soda, etc.).

(e)           Sellers agree toprovide Buyer with the Hosting Facilities for a period of six months after theClosing at a cost of U.S. $2,000 per month. After six months such cost shall be subject to renegotiation by theParties, provided, however, Sellers shall be under no obligation to continue toprovide such services.  Upon theexpiration of such six month period, Sellers shall transfer to Buyer allemployee data relating to the resellers listed on Exhibit A.  During such six-month period Sellers shallprovide administrative access as reasonably required by  Buyer for the purpose of providing billingNETtime reseller clients.

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(f)            Sellers agree toprovide the following support and training services following the Closing:

(i)            At Buyer’s request,Sellers shall make an employee knowledgeable with the TA7000 product availableto Buyer in Arizona for a period of two weeks for the purpose of providingknowledge transfer and training to Buyer’s employee with respect to the Javaprogram for the TA7000 product.

(ii)           For a period of threemonths following the Closing, Sellers shall provide support for the TA7000products.  Such support may be providedby telephone, email or in-person in Seller’s offices in Scottsdale, Arizona.

(iii)          For a period equal tothe earlier of 12 months following the Closing or such time Buyer has alteredthe source code of NETtime, Sellers shall provide 2nd tier support for theNETtime  products including new releasesand documentation of the software as provided from time to time by Sellers.  Such 2nd tier support may be provided bytelephone, email or in-person in Seller’s offices in Scottsdale, Arizona.  Such 2nd tier support shall consist ofproviding releases through Sellers normal release process and shall be providedby Sellers employees to Buyer employees and shall not include end-users ofBuyer..

(iv)          Sellers agree toprovide Buyer’s personnel with initial training in order to educate Buyer withrespect to the NETtime product.  Suchtraining shall be conducted at Sellers’ Scottsdale, Arizona offices for aperiod of two weeks.

(v)           For a period of threemonths following the Closing, Sellers shall provide employee to employee 2nd tier support for the NETtime products.  Such 2nd tier support may be provided by telephone andemail.

(g)           The Buyer will pay apayment of quarterly royalties to Sellers for the first four (4) years afterthe Closing (hereinafter the “Royalties Period”) equal to 5% of therevenue (exclusive of returns, and FedEx revenue) derived from the sale byBuyer of the TA7000 in the U.S., excluding sales to Buyer’s U.S. clients.  Attached as Exhibit O to this Agreement is alist of Buyer’s U.S. clients.

(h)           For a period of 12months following the Closing, the Parties agree not to solicit or hire anyemployee of the other party without such Party’s prior written consent.  An employee terminated by a Party shall notbe subject to this nonsolicitation provision.

(i)            Following the Closing,(1) Sellers agree not to sell its time and attendance products to the reselleraccounts listed on Exhibit A to this Agreement, and (2) Buyer agrees not to sellany of its time and attendance products to any direct or end user accounts ofSellers listed on Exhibit D to this Agreement as long as Sellers will sell todirect accounts only products of the Buyer, subject to the exception set forthin subparagraph (j) immediately below. Each Party agrees that the other Party shall have the right to enforceits rights under this subparagraph (i) in a New York court of law havingjurisdiction over such matters.  Buyerfurther acknowledges and agrees that for a period of 90 days following theClosing, Sellers shall have the right to contact such resellers listed onExhibit A for the sole purpose of collecting any accounts receivable owing toSellers as of the Closing.

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(j)            Following theClosing,  Sellers agree to purchase Buyer’sproducts for sale to Sellers direct accounts, provided the cost, features,functionality and payment terms are competitive with American or Europeanmanufacturers.  For purposes of thisAgreement, a product will be deemed competitive with respect to cost if thedifference between the cost of such two clocks is five percent (5%) orless.  In the event Sellers purchaseproducts from Chinese manufacturers as a result of Buyer not being competitivein terms of cost, features, functionality and payment terms, Buyer’s onlyremedy is the ability to sell its time and attendance hardware products to thedirect and end-user accounts of Sellers listed on Exhibit D.   Buyer acknowledges that certain of Sellers’partners purchase clocks directly from applicable manufacturers and agrees thatsuch purchases shall not be a breach of this Agreement.  Buyer further acknowledges that Sellers’obligation under this subparagraph (j) to purchase clocks from Buyer shall notarise until the earlier of sixty (60) days following the Closing or such timeas Sellers have completed the integration of such clocks with Sellers’software.  If, upon the expiration ofsuch sixty (60) day period, Buyer has not finished such integration, Sellersmay request the extension of such period for an additional thirty (30) dayperiod and such request shall be granted. Such request may be repeated each successive thirty (30) day perioduntil such time as Buyer has finished such integration.

(k)           Sellers will receive a5% discount off of the reseller price list for the resellers in the U.S for theTA7000 series products.

(l)            Sellers will transferto Buyer, and will instruct Laurus Master Funds Ltd.  to transfer to Buyer, all receivables relatedto the Acquired Assets arising after the Closing, that have been received inSellers bank account and/or offices after the Closing Date and are derived fromBuyer’s activity arising after  theClosing (hereinafter “Buyer’s receivables”).  The Buyer’s receivables will be transferredto the Buyer from the Sellers no later than once-per-week hours from the timeit has been received at the Sellers bank account and/or Sellers offices.

(m)          Sellers shall beentitled to change the name of Sellers company to “NETtime Solutions” and Buyershall have no right whatsoever to use the NETtime name.

(n)           Sellers’ liability toBuyer for any Damages arising out of Sellers’ breach of any of itsrepresentations, warranties, covenants or other obligations set forth in thisAgreement will be as follows:

(i)            In case Sellers sell,or cause any third party acting on behalf of Sellers to sell (any kind ofsale), any of the Purchased Assets to any third party after the signing of thisAssets Purchase Agreement, Buyer shall be entitled to seek Damages fromSellers, to be determined by a U.S. court with jurisdiction over suchmatters.  Such Damages shall be unlimitedin the amount.

(ii)           In case Sellers sell,or cause any third party acting on behalf of Sellers to sell, any of thePurchased Assets related to time and attendance to the Resellers listed inExhibit A and or to the Buyer clients listed in Exhibit O, Buyer shall beentitled to seek Damages from the Sellers, to be determined by a U.S. courtwith jurisdiction over such matters. Buyer and Sellers hereby acknowledge andagree that their respective partners and resellers set forth in Exhibits A andD may from time to time compete for the same end user

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business.  Suchevent shall not constitute a breach by either party of any term of thisAgreement.

(iii)     In case any of any breach of Sellers representations, warranties orcovenants relating to its good title ownership of the following assets:intellectual property rights regarding original software (sources) programs,kernel, of the following Sellers products: GENESIS SQL, GENESIS PRO, TA100, TA100PRO, TA50, TA50XL, TA50 PRO andthe TA7000 Product Series (“TA7000”) and the associated firm ware forall the data collection devices.  Buyershall be entitled to seek Damages from Sellers, to be determined by a U.S.court with jurisdiction over such matters. Such Damages shall not exceed U.S. $1,000,000.

(o)           In case of any breach ofSellers representations, warranties or covenants relating to any otherrestrictions and/or any liens apart the exciting in favor of Laurus Master FundLtd. on the Acquired Activity and/or the Purchased Assets, Buyer shall beentitled to seek Damages from Sellers, to be determined by a U.S. court withjurisdiction over such matters.  SuchDamages shall not exceed U.S. $1,000,000.

(p)           Under no circumstancesshall Sellers aggregate liability for matters set forth in Section (n)(iii) and(o) exceed U.S. $1,000,000 in the aggregate. Buyer further agrees that it shall not make any claims against theescrow under the Escrow Agreement until such claim amounts exceed U.S. $2,700.

(q)           Following the Closing,Buyer covenants and agrees that it cannot, directly or indirectly, resell thesource code for NETtime versions 5 and 6 to any third party whatsoever.  Buyer shall cease using the NETtime name notlater than 90 days following the Closing.

(r)            Following the Closing, at Buyer’swritten direction Sellers shall delete all copies of the source code andwritten documentation relating to the Software described in Section 1(b).

(s)           Sellers shall pay to Buyer U.S.$7,500 to an account designated in writing by Buyer.

  (t)            Attached hereto as Exhibit Q is Buyer’s pricelisting relating to the prices Buyer agrees to sell such parts to Sellerssolely for Sellers’ FedEx’s order relating to 355 TA7700 clocks.  Such prices to Sellers shall be 35% above theprices set forth in such price list.

**Section 8.              Miscellaneous**.

(a)           Survival ofRepresentations and Warranties.  Allof the representations and warranties of the Parties contained in thisAgreement its Exhibits and Appendixes shall survive the Closing hereunder.

(b)           Press Releases andPublic Announcements.  No Party shallissue any press release or make any public announcement relating to the subjectmatter of this Agreement

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priorto the Closing; *provided, however*, that any Party may make any public disclosure itbelieves in good faith is required by applicable law or any listing or tradingagreement concerning its publicly traded securities (in which case thedisclosing Party will use its reasonable best efforts to advise the other Partyprior to making the disclosure).

(c)           No Third-PartyBeneficiaries.  This Agreement shallnot confer any rights or remedies upon any Person other than the Parties andtheir respective successors and permitted assigns.

(d)           Entire Agreement.  This Agreement its Exhibits andAppendixes  (including the documentsreferred to herein) constitutes the entire agreement between the Parties andsupersedes any prior understandings, agreements, or representations by orbetween the Parties, written or oral, to the extent they relate in any way tothe subject matter hereof.

(e)           Succession andAssignment.  This Agreement shall bebinding upon and inure to the benefit of the Parties named herein and theirrespective successors and permitted assigns. No Party may assign either this Agreement or any of its rights,interests, or obligations hereunder without the prior written approval of theother Party *provided, however*, that Buyer may (i) assign any or all of its rightsand interests hereunder to one or more of its Affiliates and (ii) designate oneor more of its Affiliates to perform its obligations hereunder (in any or allof which cases Buyer nonetheless shall remain responsible for the performanceof all of its obligations hereunder).

(f)            Counterparts.  This Agreement may be executed in one or morecounterparts (including by means of facsimile), each of which shall be deemedan original but all of which together will constitute one and the sameinstrument.

(g)           Headings.  The section headings contained in thisAgreement are inserted for convenience only and shall not affect in any way themeaning or interpretation of this Agreement.

(h)           Notices.  All notices, requests, demands, claims, andother communications hereunder shall be in writing.  Any notice, request, demand, claim, or othercommunication hereunder shall be deemed duly given (i) when deliveredpersonally to the recipient, (ii) 1 business day after being sent to therecipient by reputable overnight courier service (charges prepaid), (iii) 1business day after being sent to the recipient by facsimile transmission orelectronic mail, or (iv) 4 business days after being mailed to the recipient bycertified or registered mail, return receipt requested and postage prepaid, andaddressed to the intended recipient as set forth below:

*If to Sellers:*

TimeAmerica, Inc.

8840East Chaparral Road, Suite 100

Scottsdale,Arizona 85250

Attention:  Thomas Klitzke, CFO

Facsimile:  (480) 296-0444

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*Copy to:*

Squire,Sanders & Dempsey L.L.P.

TwoRenaissance Square

40North Central Avenue, Suite 2700

Phoenix,Arizona 85004

Attention:  Gregory R. Hall, Esq.

Facsimile:  (602) 253-8129

*If to Buyer:*

SynelIndustries Ltd.

2Hamada Street (P.O. Box 142)

Yoqnean,              Israel

Attention: Tamir Shabat, CFO

Facsimile:  +972(4)9593761

*Copy to:*

Erez Buganim, Law Offices

Toyota Towers (Tower A)

65 Yagal Alon Street

Tel-Aviv 67443, Israel

Attention: Erez Buganim

Facsimile:  +972(3)5622224

Any Party may change the address to which notices, requests, demands,claims, and other communications hereunder are to be delivered by giving theother Party notice in the manner herein set forth.

(i)            Governing Law.  *This Agreement shall be governed by and construed inaccordance with the domestic laws of the State of New York without givingeffect to any choice or conflict of law provision or rule (whether of the Stateof New York or any other jurisdiction) that would cause the application of thelaws of any jurisdiction other than the State of*New York.  Each party agrees to submit to thejurisdiction and venue of the New York courts with respect to any mattersarising out of this Agreement.

(j)            Amendments and Waivers.  No amendment of any provision of thisAgreement shall be valid unless the same shall be in writing and signed byBuyer and Sellers.

(k)           Severability.  Any term or provision of this Agreement thatis invalid or unenforceable in any situation in any jurisdiction shall notaffect the validity or enforceability of the remaining terms and provisionshereof or the validity or enforceability of the offending term or provision inany other situation or in any other jurisdiction.

(l)            Expenses.  Each Buyer, Sellers, and Sellers Subsidiarywill bear his, her, or its own costs and expenses (including legal fees andexpenses) incurred in connection with this Agreement and the transactionscontemplated hereby.

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(m)          Incorporation ofExhibits and Schedules.  The Exhibits andSchedules identified in this Agreement are incorporated herein by reference andmade a part hereof.

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IN WITNESS WHEREOF, the Parties hereto have executed thisAgreement as of the date first above written.
|   | **SYNEL INDUSTRIES LTD. AND TIME  AMERICA, INC. (Delaware Corporation)** |
|--------|--------------------------------------------------------------------------|
|   |                                                                     |
|   | By:                                                                      |   |
|   | Name:                                                                    |   |
|   | Title:                                                                   |   |
|   |                                                                     |
|   | **TIME AMERICA, INC. (Nevada Corporation)**                              |
|   |                                                                     |
|   | By:                                                                      |   |
|   | Name:                                                                    |   |
|   | Title:                                                                   |   |
|   |                                                                     |
|   | **TIME AMERICA, INC. (Arizona Corporation)**                             |
|   |                                                                     |
|   | By:                                                                      |   |
|   | Name:                                                                    |   |
|   | Title:                                                                   |   |
|   |                                                                     |
|   | **NETEDGE DEVICES, LLC (****Arizona limited liability company)**         |
|   |                                                                     |
|   | By:                                                                      |   |
|   | Name:                                                                    |   |
|   | Title:                                                                   |   |
|        |                                                                          |  |  |  |

 

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