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Exhibit 10.9    
    


THIS
NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON
SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TIME AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. 


 
 

AMENDED AND RESTATED SECURED CONVERTIBLE TERM NOTE    
    


        FOR VALUE RECEIVED, TIME AMERICA, INC., a Nevada corporation (the "Borrower"), hereby promises to pay to
LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands, Fax:
345-949-9877 (the "Holder") or its registered assigns or successors in interest, on order, the sum of TWO MILLION DOLLARS
($2,000,000.00), together with any accrued and unpaid interest hereon, on March 22, 2007 (the "Maturity Date") if not sooner paid. The Borrower
previously borrowed $2,000,000 and received in good funds from the Holder pursuant to that certain $2,000,000 Convertible Term Note secured by a Security Agreement dated March 22, 2004 (the
"Original Term Note")(the "Prior Outstanding Loan"). The Prior Outstanding Loan, totaling an aggregate
of $1,940,000 outstanding on the date hereof, is hereby consolidated herewith, without duplication, and shall form a part of the Borrower's obligation to Holder under this Amended and Restated
Secured Convertible Term Note. The Borrower's obligations to Holder under the Original Term Note issued by the Borrower to the Holder is hereby, simultaneously with the execution and delivery of this
Note by the Borrower to the Holder, irrevocably extinguished. This Amended and Restated Secured Convertible Term Note amends and restates in its entirety Original Term Note of the Borrower. 


        Capitalized
terms used herein without definition shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement dated as of the date hereof between the
Borrower and the Holder (the "Purchase Agreement"). 


        The
following terms shall apply to this Note: 


 
 

ARTICLE I
  INTEREST & AMORTIZATION    
    


        1.1   Interest Rate and Payment.    (a) Subject to Sections 4.10 and 5.6 hereof, interest payable on this Note
shall accrue at a rate per annum (the "Interest Rate") equal to the "prime rate" published in The Wall Street Journal from time to time. The prime rate
shall be increased or decreased as the case may be for each increase or decrease in the prime rate in an amount equal to such increase or decrease in the prime rate; each change to be effective as of
the day of the change in such rate. The Interest Rate shall not be less than four percent (4%) unless the Company shall be in compliance with Section 2.2 hereof. If the Company has satisfied
the requirements of Section 2.2 hereof, the Interest Rate will be subject to adjustment as set forth in Section 1.1(b). In no event, however, shall the Interest Rate be less than zero
percent 0.0%). Interest shall be payable monthly in arrears commencing on April 1, 2004, on the first day of each consecutive calendar month thereafter (each, a
"Repayment Date"), and on the Maturity Date, whether by acceleration or otherwise. 


        (b)   On
the last business day of each month hereafter until the Maturity Date (each a "Determination Date"), the Interest Rate
shall be adjusted: if (i) the Company shall have registered the shares of the Company's common stock underlying each of the conversion of the Note and that certain 


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warrant
issued to Holder on a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), and (ii) the volume weighted average price of the Common Stock as
reported by Bloomberg, L.P. on the Principal Market (as defined in Section 4.7 hereof) for the five (5) consecutive trading days immediately preceding a Determination Date exceeds the
then applicable Fixed Conversion Price, the Interest Rate for the succeeding calendar month shall automatically be reduced by the greater of (i) one percent (1.0%) or (ii) two percent
(2.0%) if there is an effective Registration Statement (as defined in the Registration Rights Agreement of even date herewith), for each incremental twenty five percent (25%) increase in the market
price of the Common Stock above the then applicable Fixed Conversion Price, provided, however, that in no event shall the Interest Rate exceed the Interest Rate on the date hereof. If the average
closing price of the Common Stock for the five (5) trading days immediately preceding the start of any such month is below the then Fixed Conversion Price, the Interest Rate for any such month
will be reset to the "prime rate" published in The Wall Street Journal from time to time. 


        1.2   Minimum Monthly Principal Payments.    Amortizing payments of the aggregate principal amount outstanding under
this Note at any time (the "Principal Amount") shall begin on June 1, 2004 and shall recur on the first calendar day of each succeeding month
thereafter until the Maturity Date (each, an "Amortization Date") as set forth in the table below: 



	Date
	 	Principal Amount
	 	Date
	 	Principal Amount

	6/1/04	 	$30,000.00	 	9/1/05	 	$72,083.34
	7/1/04	 	$30,000.00	 	10/1/05	 	$72,083.34
	8/1/04	 	$30,000.00	 	11/1/05	 	$72,083.34
	9/1/04	 	$30,000.00	 	12/1/05	 	$72,083.34
	10/1/04	 	$30,000.00	 	1/1/06	 	$72,083.34
	11/1/04	 	$30,000.00	 	2/1/06	 	$72,083.34
	12/1/04	 	$30,000.00	 	3/1/06	 	$72,083.34
	1/1/05	 	$30,000.00	 	4/1/06	 	$72,083.34
	2/1/05	 	$30,000.00	 	5/1/06	 	$72,083.34
	3/1/05	 	$50,000.00	 	6/1/06	 	$72,083.34
	4/1/05	 	$50,000.00	 	7/1/06	 	$72,083.34
	5/1/05	 	$50,000.00	 	8/1/06	 	$72,083.34
	6/1/05	 	$72,083.34	 	9/1/06	 	$72,083.34
	7/1/05	 	$72,083.34	 	10/1/06	 	$72,083.34
	8/1/05	 	$72,083.34	 	11/1/06	 	$72,083.34
	    	 	 	 	12/1/06	 	$94,166.68
	    	 	 	 	1/1/07	 	$94,166.68
	    	 	 	 	2/1/07	 	$94,166.68






        Subject
to Section 3 below, beginning on the first Amortization Date, the Borrower shall make monthly payments to the Holder on each Repayment Date, each in the amount set forth
above, together with any accrued and unpaid interest to date on such portion of the Principal Amount plus any and all other amounts which are then owing under this Note but have not been paid
(collectively, the "Monthly Amount"). 


 
 

ARTICLE II
  CONVERSION REPAYMENT OPTION    
    



        2.1
(a) Payment of Monthly Amount in Cash or Common Stock.    The Borrower shall pay to the Holder on each
Repayment Rate the Monthly Amount in cash or shares of Common Stock in accordance with the Conversion Criteria set forth in Section 2.1(b) and (c) hereof. Any portion of the Monthly
Amount paid in cash on a Repayment Date, shall be paid to the Holder an amount equal to 


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102%
of such amount. The number of such shares to be issued by the Borrower to the Holder on such Repayment Date (in respect of such portion of the Monthly Amount converted into in shares of Common
Stock pursuant to Section 2.1(b)), shall be the number determined by dividing (x) the portion of the Monthly Amount converted into shares of Common Stock, by (y) the then
applicable Fixed Conversion Price. For purposes hereof, the initial "Fixed Conversion Price" means $1.17. 


        (b)   Monthly Amount Conversion Guidelines.    Subject to Sections 2.1(a), 2.2, and 3.2 hereof, the Holder shall
convert the Monthly Amount due on each Repayment Date according to the following guidelines (the "Conversion Criteria"): if the average closing price of
the Common Stock as reported by Bloomberg, L.P. on the Principal Market for the five (5) trading days immediately preceding such Repayment Date shall be greater than or equal to 110% of the
Fixed Conversion Price, the Holder shall convert such Monthly Amount into shares of Common Stock as set forth in Section 2.1(a). 


        (c)   If
the average closing price of the Common Stock on the Principal Market is less than one hundred ten percent (110%) of the Fixed Conversion Price for the five
(5) trading days immediately preceding a Repayment Date, then the Borrower shall pay to the Holder the Monthly Amount, in cash at the rate of 102% of the Monthly Amount otherwise due on such
Repayment Date, within three (3) business days of the applicable Repayment Date. 



        2.2   No Effective Registration.    Notwithstanding anything to the contrary herein and subject to applicable
securities laws, none of the Borrower's obligations to the Holder may be converted into Common Stock unless (a) either (i) an effective current Registration Statement (as defined in the
Registration Rights Agreement) covering the shares of Common Stock to be issued in connection with satisfaction of such obligations exists, or (ii) an exemption from registration of the Common
Stock is available to pursuant to Rule 144 of the Securities Act and (b) no Event of Default hereunder exists and is continuing, unless such Event of Default is cured within any
applicable cure period or is otherwise waived in writing by the Holder in whole or in part at the Holder's option. 



        Any
amounts converted by the Holder pursuant to this Section 2.2 shall be deemed to constitute payments of outstanding principal applying to Monthly Amounts for the remaining
Repayment Dates in chronological order. 


        2.3   Optional Redemption in Cash.    The Borrower will have the option of prepaying this Note
("Optional Redemption") by paying to the Holder a sum of money equal to one hundred fifteen percent (115%) of the outstanding principal amount of this
Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any Ancillary Agreement (as
defined in the Security Agreement) (the "Redemption Amount") outstanding on the day written notice of redemption (the "Notice of
Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment
Date") which date shall be ten (10) days after the date of the Notice of Redemption (the "Redemption Period"). A Notice
of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions elected to be
made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Holder's conversion elections had been completed immediately prior
to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on
the Redemption Payment Date, then such Redemption Notice will be null and void. 


 
 

ARTICLE III
  CONVERSION RIGHTS    
    


        3.1.  Holder's Conversion Rights.    Subject to the requirement of Section 2.1 (b) hereof, the Holder
shall have the right, but not the obligation, to convert all or any portion of the then aggregate 


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outstanding
principal amount of this Note, together with interest and fees due hereon, into shares of Common Stock subject to the terms and conditions set forth in this Article III. The Holder
may exercise such right by delivery to the Borrower of a written notice of conversion not less than one (1) day prior to the date upon which such conversion shall occur. The date upon which
such conversion shall occur is (the "Conversion Date"). 


        3.2   Conversion Limitation.    Notwithstanding anything contained herein to the contrary, the Holder shall not be
entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of shares of
Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the Borrower. For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may
void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of Default. 


        3.3   Mechanics of Holder's Conversion.    (a) In the event that the Holder elects to convert this Note into
Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") to the
Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees being converted. On each Conversion Date (as hereinafter
defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall use its
best efforts to provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to
the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion to be
employed by the Holder is annexed hereto as Exhibit A. 


        (b)   Pursuant
to the terms of the Notice of Conversion, the Borrower will use its best efforts to issue instructions to the transfer agent accompanied by an opinion of
counsel within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the
Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its
Deposit Withdrawal Agent Commission ("DWAC") system within three (3) business days after receipt by the Borrower of the Notice of Conversion (the
"Delivery Date"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised
and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all
purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary. 


        3.4   Conversion Mechanics. 


        (a)   The
number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees
to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III,
such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the remaining Repayment Dates in chronological order. By way of example, if
the original principal amount of this Note is $2,000,000, the Holder converted $50,000.00 of such original principal amount prior to the first Repayment Date and the Monthly Amortization is
$30,000.00, then (1) the principal amount of the Monthly Amount due on the first Repayment Date would equal $0.00, (2) the principal amount of the 


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Monthly
Amount due on the second Repayment Date would equal $10,000.00 and (3) the principal amount of the Monthly Amount due on the third Repayment Date would be $30,000.00. 


        (b)   The
Fixed Conversion Price and number and kind of shares or other securities to be issued upon conversion is subject to adjustment from time to time upon the occurrence
of certain events, as follows: 


        A.    Stock Splits, Combinations and Dividends.    If the shares of Common Stock are subdivided or combined into a
greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Fixed Conversion Price or the Conversion Price, as the case may be,
shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total
number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event. 


        B.    During
the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the
issuance of Common Stock upon the full conversion of this Note. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The
Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to
execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note. 


        C.    Share Issuances.    Subject to the provisions of this Section 3.5, if the Borrower shall at any time
30 days after the Closing Date and prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except
(i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or
(iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer
Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price. For purposes hereof, the
issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at the time of issuance of such
securities. 


        D.    Reclassification, etc.    If the Borrower at any time shall, by reclassification or otherwise, change the Common
Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed to evidence the
right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such
reclassification or other change. 


        3.5   Issuance of New Note.    Upon any partial conversion of this Note, a new Note containing the same date and
provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.
The Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a new Note. 


 
 

ARTICLE IV
  EVENTS OF DEFAULT    
    


        Upon the occurrence and continuance of an Event of Default beyond any applicable grace period, the Holder may make all sums of principal, interest and other fees
then remaining unpaid hereon and all other amounts payable hereunder due and payable within five (5) days after written notice from 


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Holder
to Borrower (each occurrence being a "Default Notice Period"). In the event of such an acceleration, the amount due and owing to the Holder shall
be 125% of the outstanding principal amount of the Note (plus accrued and unpaid interest and fees, if any). If, with respect to any Event of Default other than a payment default described in
Section 4.1 below, within the Default Notice Period the Borrower cures the Event of Default, the Event of Default will be deemed to no longer exist and any rights and remedies of Holder
pertaining to such Event of Default will be of no further force or effect. 


        The
occurrence of any of the following events is an "Event of Default": 


        4.1   Failure to Pay Principal, Interest or other Fees.    The Borrower fails to pay when due any installment of
principal, interest or other fees hereon in accordance herewith, or the Borrower fails to pay when due any amount due under any other promissory note issued by Borrower and such failure continues for
a period of three (3) days after such payment is the due. 


        4.2   Breach of Covenant.    The Borrower breaches any material covenant or other term or condition of this Note or
the Purchase Agreement in any material respect and such breach, if subject to cure, continues for a period of thirty (30) days after the occurrence thereof, except where a longer cure period
has been provided. 


        4.3   Breach of Representations and Warranties.    Any material representation or warranty of the Borrower made
herein, in the Purchase Agreement, or in any Related Document (as defined in the Purchase Agreement) shall be materially false or misleading and shall not be cured for a period of fifteen
(15) days after the occurrence thereof. 


        4.4   Receiver or Trustee.    The Borrower shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed. 


        4.5   Judgments.    Any money judgment, writ or similar final process shall be entered or filed against the Borrower
or any of its property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed for a period of ninety (90) days. 


        4.6   Bankruptcy.    Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief
under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower which is not vacated within ninety (90) days. 


        4.7   Stop Trade.    An SEC stop trade order or Principal Market trading suspension of the Common Stock shall be in
effect for 5 consecutive days or 5 days during a period of 10 consecutive days, excluding in all cases a suspension of all trading on a Principal Market,  provided that the Borrower shall not have
been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock
on another Principal Market within 60 days of such notice. The "Principal Market" for the Common Stock shall include the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market
System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, or any securities exchange or
other securities market on which the Common Stock is then being listed or traded. 


        4.8   Failure to Deliver Common Stock or Replacement Note.    The Borrower's failure to timely deliver Common Stock
to the Holder pursuant to and in the form required by this Note, and Section 9 of the Purchase Agreement, if such failure to timely deliver Common Stock shall not be cured within two
(2) Business Days after written notice. If Borrower is required to issue a replacement Note to Holder and Borrower shall fail to deliver such replacement Note within seven (7) Business
Days after receipt of a written request from the Purchaser to replace the Note. 


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        4.9   Default Under Related Agreements.    The occurrence and continuance of any Event of Default as defined in the
Related Agreements. 


        4.10 Cross-Default.    An occurrence of a default under any indebtedness or other obligations of the Borrower to
each of Frances L. Simek and Joseph L. Simek (each an "Investor"), as more fully described in separate Notes dated March    , 2004 issued by the Borrower in favor of each Investor and in
separate Security Agreements dated March 22, 2004 by and between each Investor and the Borrower. 


        4.11 Breach in Subordination Provisions.    Any of the Borrower, Frances L. Simek or Joseph L. Simek breach any
provisions in the certain subordination agreement dated as of March 22, 2004 by and among the Borrower, Ms. Simek, Mr. Simek and the Holder. 


 
 

DEFAULT RELATED PROVISIONS    
    


        4.12 Payment Grace Period.    The Borrower shall have a three (3) business day grace period to pay any
monetary amounts due under this Note or the Purchase Agreement or any Related Document, after which grace period a default interest rate of two percent (2%) per month shall apply to the monetary
amounts due hereunder. 


        4.13 Conversion Privileges.    The conversion privileges set forth in Article III shall remain in full force
and effect immediately from the date hereof and until this Note is paid in full. 


        4.14 Cumulative Remedies.    The remedies under this Note shall be cumulative. 


 
 

ARTICLE V
  MISCELLANEOUS    
    


        5.1   Failure or Indulgence Not Waiver.    No failure or delay on the part of the Holder hereof in the exercise of
any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available. 


        5.2   Notices.    Any notice herein required or permitted to be given shall be in writing and shall be deemed
effectively given: (a) upon receipt of successful transmission by facsimile, with original deposited with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt, (b) upon personal delivery to the party notified, (c) one day after having been sent by registered or certified mail, return receipt requested, postage prepaid,
or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Borrower
shall be sent to Time America, Inc., 51 West Third Street, Suite 310, Tempe, Arizona 85281, Attention: Craig J. Smith, Chief Financial Officer, Facsimile: (480) 967-5444,
with a copy to Gregory R. Hall, Esq, Facsimile: (602) 253-8129, and to the Holder at the address provided in the Purchase Agreement for such Holder, with a copy to John E. Tucker,
Esq., 825 Third Avenue, 14th Floor, New York, New York 10022, facsimile number (212) 541-4434, or at such other address as the Borrower or the Holder may designate by
ten days advance written notice to the other parties hereto. A Notice of Conversion shall be deemed given when made to the Borrower pursuant to the Purchase Agreement. 



        5.3   Amendment Provision.    The term "Note" and all reference thereto, as used throughout this instrument, shall
mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument issued pursuant to Section 3.5 hereof, as it
may be amended or supplemented. 


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        5.4   Assignability.    This Note shall be binding upon the Borrower and its successors and assigns, and shall inure
to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder in accordance with the requirements of the Purchase Agreement. 


        5.5   Governing Law.    This Note shall be governed by and construed in accordance with the laws of the State of New
York, without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the
state courts of New York or in the federal courts located in the state of New York. Both parties and the individual signing this Note on behalf of the Borrower agree to submit to the jurisdiction of
such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein
shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower's obligations to Holder, to
realize on any collateral or any other security for such obligations, or to enforce a judgment or other court in favor of the Holder. 


        5.6   Maximum Payments.    Nothing contained herein shall be deemed to establish or require the payment of a rate of
interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by
such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower. 



        5.7   Security Interest.    The holder of this Amended and Restated Secured Convertible Term Note has been granted
and is entitled to a security interest in certain assets of the Borrower more fully described in that certain Security Agreement dated as of March 22, 2004 between the Borrower and the Holder. 


        5.8   Construction.    Each party acknowledges that its legal counsel participated in the preparation of this Note
and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party
against the other. 


        5.9   Cost of Collection.    If default is made in the payment of this Note, the Borrower shall pay to Holder
reasonable costs of collection, including reasonable attorney's fees. 


[Balance
of page intentionally left blank; signature page follows.] 


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        IN WITNESS WHEREOF, Borrower has caused this Amended and Restated Secured Convertible Term Note to be signed in its name on
July 14, 2004 and effective as of this 22 of March, 2004. 



	 	 	TIME AMERICA, INC.
	

 	
 	

 	
 	

 
	 	 	By:	 	    

	 	 	Name:	 	    

	 	 	Title:	 	    

	WITNESS:	 	 	 	 
	

	
 	

 	
 	

 




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EXHIBIT A
 NOTICE OF CONVERSION  


(To be executed by the Holder in order to convert all or part of the Note into Common Stock 


[Name
and Address of Holder] 



The
Undersigned hereby elects to convert $                        of the principal due on [specify applicable Repayment Date] under
the Convertible Term Note issued by TIME
AMERICA, INC. dated March    , 2004 by delivery of Shares of Common Stock of TIME AMERICA, INC. on and subject to the conditions set forth in Article III of such Note. 


	1.
	Date
of Conversion:
                                        



	2.
	Shares
To Be Delivered:
                                        







	 	 	By:	 	    

	 	 	Name:	 	    

	 	 	Title:	 	    





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EXHIBIT B
 CONVERSION ELECTION NOTICE  


(To be executed by the Holder in order to convert all or part of a Monthly Amount into Common Stock) 


[Name
and Address of Holder] 



Holder
hereby elects to convert $                        of the Monthly Amount due on [specify applicable Repayment Date] under the
Convertible Term Note issued by TIME
AMERICA, INC. dated March    , 2004 by delivery of Shares of Common Stock of TIME AMERICA, INC. on and subject to the conditions set forth in Article III of such Note. 


	1.
	Fixed
Conversion Price:
$                                        



	2.
	Amount
to be paid:
$                                        



	3.
	Shares
To Be Delivered (2 divided by 1):
                                        



	4.
	Cash
payment to be made by Borrower:
$                                        







	Date:	 	    
	 	LAURUS MASTER FUND, LTD.
	

 	
 	

 	
 	

 	
 	

 
	 	 	 	 	By:	 	    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    





11











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Exhibit 10.9


AMENDED AND RESTATED SECURED CONVERTIBLE TERM NOTE

ARTICLE I INTEREST & AMORTIZATION

ARTICLE II CONVERSION REPAYMENT OPTION

ARTICLE III CONVERSION RIGHTS

ARTICLE IV EVENTS OF DEFAULT

DEFAULT RELATED PROVISIONS

ARTICLE V MISCELLANEOUS