**Exhibit 10.8**

 

**OBERON**

**SECURITIES**

 

January 13, 2005

 

Thomas S. Bednarik

President and CEO

Time America, Inc.

51West Third Street (Suite 310)

Tempe, AZ 85281

 

Dear Mr. Bednarik:

 

This agreement “the Agreement”shall replace all other agreements between Oberon Securities, LLC and itsaffiliates and assigns (“Oberon”) and Time America, Inc. and itsaffiliates and assigns (“Client) with regards to the amount and form ofcompensation due to Oberon with regards specifically to the January 3, 2006 funding between Client and Laurus Master Fund,Ltd (“Laurus”). With regards to this January 3, 2006 financing, Client and Oberon agree thatOberon, or its assigns, will be due the following compensation:

 

1.                                       A total number of shares of Client commonstock which shall be issuable to Oberon equal to (a) $70,627; divided by (b) the price per share onfive trading days following the date the “resale” registration statementincluding such shares has been declared effective by the SEC.” The free tradingshares shall be delivered to Oberon within eight days following the date the “resale”registration statement has been declared effective.

 

2.                                       108,657 warrants with a strike price of $0.65 per share valid for three years post closing.The shares underlying the warrants shall entitle their holder to one-time “piggyback”registration rights.  The warrant may beexchanged without the payment of any additional consideration for Client’s stockbased upon the values of the warrant and the stock at the time of the exchange(i.e., net issuance). The warrants should be delivered to Oberon no later than January 31, 2006.

 

It is agreed that suchcompensation is in addition to such unpaid compensation amounts that remainowed to Oberon from the June 25, 2005 funding between Client and Laurus in the following amounts:

 

1.                                       A total number of shares of Client commonstock which shall be issuable to Oberon equal to (a) $56,250; divided by (b) the price per share onfive trading days following the date the “resale” registration statementincluding such shares has been declared effective by the SEC.” The free tradingshares shall be delivered to Oberon within eight days following the date the “resale”registration statement has been declared effective.

 

2.                                       173,077 warrants with a strike price of $0.65 per share valid for three years post closing.The shares underlying the warrants shall entitle their holder to one-time “piggyback”registration rights. The warrant may be exchanged without the payment ofany additional consideration for Client’s stock based upon the values of thewarrant and the stock at the time of the exchange (i.e., net issuance). Thesewarrants should be delivered to Oberon no later than January 31, 2006.

 

To the extent Oberon has notbeen delivered all such free trading common shares as discussed in this Agreementby January 1, 2007, in lieu of such shares, Client agrees to payto Oberon $126,878 in cash by nolater than January 3, 2007.

 

This letter Agreement will begoverned by and construed in accordance with the laws of the State of New Yorkwithout regard to principles of conflicts of law. Client irrevocably submits tothe jurisdiction of any court of the State of New York for the purpose of anysuit, action or other proceeding arising out of this letter agreement or ourengagement hereunder. Each of Client and Oberon hereby waives any right it may haveto a trial by jury in respect of any claim brought by or on behalf of eitherparty based upon, arising out of or in connection with this letter agreement,our engagement hereunder or the transactions contemplated hereby. Any disputearising hereunder, if not settled by mutual agreement, shall, at either party’soption, and, upon written notice by one party to the other, be settled by finaland binding arbitration in New York, New York. The arbitration shall beconducted in accordance with the Commercial Dispute Resolution Procedures and Rules ofthe American Arbitration Association (“AAARules”) by a single disinterested arbitrator appointed in accordancewith such AAA Rules. The arbitrator shall have authority to award relief underlegal or equitable principles, including interim or preliminary relief, and toallocate responsibility for the costs of the arbitration and to award recoveryof attorneys’ fees and expenses in such manner as is determined by thearbitrators. Judgment upon the award rendered by the arbitrators may beentered in any

 

79 MADISON AVENUE • NEWYORK, NY 10016 • (T) 212-447-7200 • (F) 212-447-7212 • WWW.OBERONSECURITIES.COM

 

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court having personal andsubject matter jurisdiction. Each party hereby submits to the in personam and subjectmatter jurisdiction of the federal and state courts in the County of New Yorkfor the purpose of confirming any such award and entering judgment thereon. Allproceedings under arbitration and all evidence given or discovered pursuanthereto, shall be maintained in confidence by both parties, except as requiredby law.

 

 
|                    | Sincerely,              |
|-------------------------|-------------------------|
|                    | OBERON SECURITIES, LLC. |
|                    |                    |
|                    | By                      |   |   |
|                    |                    |
|                    |                    |
| AGREED TO:              |                    |
| Time America, Inc. |                    |
|                    |                    |
| By                      | /s/ [ILLEGIBLE]         |   |   |
|                         |                         |  |  |  |  |