Exhibit 10.46


CONFIDENTIAL DRAFT


FOR DISCUSSION PURPOSES ONLY


MASTER AGREEMENT


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


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


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


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


1.             Pilot Program.


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


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


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



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


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


2.             License Rights.


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


2.2           In the event that
Paychex desires to exercise its right to acquire the License described in Exhibit
2, Paychex shall issue a purchase order to Synel by December 1, 2007, which
purchase order is not cancellable by Paychex. 
Promptly upon receipt of such purchase order, Synel shall pay $1,000,000
to NTS, and within two (2) business days of receipt of such funds, NTS shall
deliver the code that is the subject of the License to Synel, and Synel shall
promptly deliver such code to Paychex. 
Paychex shall pay the sum of $1,500,000.00 (the “License Fee”) to Synel
as follows: $1,300,000 within two (2) business days of receipt of such code by
Paychex; $100,000.00 by March 1, 2008 of which $100,000 will be paid by Synel
to NTS, provided however, that if such payment is not received by NTS on or
before March 5, 2008, then Paychex shall make such payment to NTS directly and
Paychex not be obligated to make such payment to Synel; and $100,000.00 by June
1, 2008 of which $100,000 will be paid by Synel to NTS, provided however, that
if such payment is not received by NTS on or before June 4, 2008, then Paychex
shall make such payment to NTS directly and Paychex not be obligated to make
such payment to Synel.  All amounts
payable by Synel to NTS will be wired to NTS within two business days of
receipt by Synel from Paychex.  Upon
payment of the License Fee to Synel, Paychex shall have and may exercise all
the rights set forth in the License Agreement.


3.             Ownership and
Rights.  All works developed by Synel or NTS for Paychex, including without
limitation any clock integration solution related to the Code, and all
associated intellectual property shall be owned by the developer, provided
however, that Synel or NTS hereby grants to Paychex a royalty free, perpetual,
non-exclusive, non-terminable license to use, distribute, make derivative works
of and modify such works.  As
between  Synel, NTS and Paychex, Paychex
is and shall remain the exclusive owner of (a) all software or code developed
by or otherwise provided by Paychex to NTS or Synel, and (b) modifications to
the Code made by Paychex.



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4.             Representations, Warranties
and Covenants.


4.1           Specific
Warranties of Synel.  Synel hereby represents, warrants and
covenants, as of the date of this Agreement, to Paychex as follows:


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


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


(c)           Licenses.  The Code is not subject to any
third-party copyright or to the terms of any license agreement other than (i)
this Agreement, (ii) license agreements by and between Synel and its reseller
customers pursuant to which Synel grants rights in the Code or intellectual
property to such customers that will not prevent Synel from performing under
the provisions of this Agreement, and (iii) the license agreements for the
third party products listed on Schedule 4.1(c).  Synel is not aware of, and has received no
notice of, any breach of any license or other grant of rights with respect to
such intellectual property rights.


(d)           Non-Infringement. 
Neither the Code nor the Product infringes, misappropriates or otherwise
violates the intellectual property rights of any third party, and Synel is not
aware of, and has received no notice of, any claim of infringement of,
misappropriation of or other conflict between any of its any intellectual property
related to this Agreement and the right of any third party.


(e)           Open-Source Code.  The
Code does contain or incorporate any “open source” code, including without
limitation, any code that is licensed pursuant to GPL or GPL2.0 or any software
program that is licensed pursuant to terms that directly or indirectly require
any person to grant, share or transfer any rights to a third party.


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


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



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6.             Disclaimer;
Indirect Damages.


6.1           Disclaimer.  THE
REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT SHALL BE
EXCLUSIVE.  EXCEPT AS SPECIFICALLY SET
FORTH IN WRITING IN THIS AGREEMENT, SYNEL MAKES NO REPRESENTATIONS, WARRANTIES,
OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE
CODE.


6.2           Indirect
Damages.  IN NO
EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR INDIRECT,
CONSEQUENTIAL, OR SPECIAL DAMAGES RELATING TO OR ARISING OUT OF ITS PERFORMANCE
OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT, INCLUDING DAMAGES BASED ON
CONTRACT, NEGLIGENCE, WARRANTY OR OTHERWISE, PROVIDED THAT THIS LIMITATION
SHALL NOT APPLY TO BREACHES OF THE MUTUAL NON-DISCLOSURE AGREEMENT BY AND
BETWEEN SYNEL AND PAYCHEX DATED MARCH 14, 2007 (THE “MNDA”).


7.             Indemnification.


7.1           Synel
Indemnity. 
Synel shall indemnify and hold Paychex harmless from and against all
damages and costs, including reasonable attorney fees, incurred by Paychex (i)
as a result of any claim or action by a third party related to Synel’s
performance under this Agreement, or any other act or omission by Synel related
to Synel’s obligations under this Agreement, (ii) as a result of any material
violation, breach, inaccuracy or failure to perform or observe any
representation, warranty, covenant or obligation of Synel set forth in this
Agreement, (iii) breach of the MNDA, or (iv) in any action for infringement of
any copyright, patent, trade secret or other intellectual property right by a
third party as a result of or related to any act or omission by Synel or any
use of the Code delivered to Paychex by Synel and any intellectual property as
provided herein, in each case provided that Paychex is using the Code as
contemplated in this Agreement and gives Synel prompt written notice of any
such claim or action, and opportunity to elect to take over, settle or defend
any such claim or action through counsel of Synel’s own choosing.  Paychex will make available to Synel all
defenses against any such claim or action and will give Synel, at Synel’s sole
cost and expense, all needed information, assistance and authority to enable
Synel to defend against or settle such claim or action, provided that Paychex
shall not be obligated in any way to contribute any moneys to such defense or
settlement without its prior consent, in its sole discretion.  Paychex shall have the right, at its own
expense, to be represented by counsel of its own choosing in any such claim or
action.  Should use of the Code be
enjoined or restricted as a result of such a claim or action, Synel shall, at
its expense and sole option (xi) procure for Paychex the right to continue
using the Code, or (xii) replace the Code with non-infringing materials, or
(xiii) modify the Code so as to become non-infringing, all without material
loss of functionality.


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



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


8.             Term and
Termination.


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


8.2           Termination
Without Cause.  Paychex, in its sole discretion, may
terminate this Agreement upon 30 days written notice to Synel delivered in
accordance with the provisions of Section 9.1 hereof.


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


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



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9.             Miscellaneous.


9.1           Notices.  Any
notices or communications required or permitted to be given regarding this
Agreement shall be in English and in writing, and shall be sent via U.S.
Certified Mail, return receipt requested, or, by prepaid overnight or courier
service, to the persons and at the addresses identified in Exhibit 4, or
such other address as shall be designated in writing by either party to this
Agreement to the other.  Notices are
deemed given on receipt or attempted delivery (if receipt is refused).


9.2           Employment
Matters.    Each party, in rendering performance under
this Agreement is acting solely as an independent contractor.  In no way is either party to be construed as
the agent or to be acting as the agent of the other party in any respect, any
other provisions of this Agreement hereunder notwithstanding.  Synel may engage subcontractors, including
without limitation, NTS and/or Bahan Sadegh, to perform services in connection
with this Agreement, provided that Synel shall cause any such subcontractors to
comply with the provisions of this Agreement and the MNDA, and Synel shall at
all times remain responsible and liable to Paychex for the acts and omissions
of such subcontractors and compliance by such subcontractors with the
provisions of this Agreement and the MNDA. 
Synel and/or its subcontractors, as the case may be, is and shall at all
times be the employer of all persons performing services on its behalf under
this Agreement.


9.3           Entire
Agreement; Amendments.  The MNDA, this Agreement, the License
Agreement, and the schedules and exhibits hereto and thereto, constitute the
entire agreement between the parties. 
This Agreement may not be modified or amended except by the written
agreement of the parties.


9.4           Construction;
Headings.  Whenever the singular number is used in this
Agreement and when required by the context, the same shall include the plural
and vice versa, and the masculine gender shall include the feminine and neuter
genders and vice versa.  The headings
contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement or any of its
provisions.


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


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


9.7           Rights
and Remedies Cumulative.  Unless otherwise specifically provided, the
rights and remedies provided by this Agreement are cumulative and the use of
any one right or remedy by any party shall not preclude or waive the right to
use any or all other remedies.  Said
rights and remedies are given in addition to any other rights the parties may have
by law, statute or otherwise.



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


9.9           Governing
Law; Venue.  This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of New
York.  The parties hereby (a) covenant
that any suit, action, proceeding or claim in any way relating to, this
Agreement or any of the transactions hereunder, or any judgment entered by any
court in respect thereof, shall be brought and enforced in the state or federal
courts located in Monroe County, New York, and (b) waive, to the fullest extent
permitted by law, any objection that they may now or hereafter have to the
venue of any such proceeding and (c) waive any claims that any such proceeding
has been brought in an inconvenient forum.


9.10         Successors
and Assigns.  Subject to the provisions of Section 9.11,
this Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, legal representatives, successors and
assigns.


9.11         Assignment.  This
Agreement may not be assigned by either party without the prior written consent
of the other party hereto, which consent shall not unreasonably be
withheld.  Any attempted assignment in
violation of this Section is void.


9.12         Counterparts.  This
Agreement may be executed in counterparts with the same effect as if all
parties had signed the same document. 
All counterparts shall be construed together and shall constitute one
Agreement.


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


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



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[Signature Page to Follow]



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IN WITNESS WHEREOF, the parties hereto have set their hands on
the date set forth below.


	
  

  	
  SYNEL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PAYCHEX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



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EXHIBIT 1


PILOT PROGRAM











Paychex/Synel/NETtime
Solutions Pilot Plan


Goal


The
goal of the Pilot is to determine the level of fit the NETtime product has in
Paychex’ market, to perform additional due diligence on the application, and to
develop adequate facility with the product to allow Paychex to successfully
sell, support and service the application. 
Areas to be measured during the Pilot include:


·                  Performance, Scalability and
Sustainability in Paychex environment.


·                  Customer feedback and satisfaction.


·                  Sales feedback.


·                  Development feedback.


Knowledge
Transfer


It
will be essential during the Pilot to have open and frequent communication
between various teams from Paychex and NTS to facilitate the timely transfer of
knowledge about the application.  The key
areas on knowledge transfer are:


·                  Development


·                  Infrastructure


·                  Online Support


·                  Implementation


·                  Training


·                  Pre-Sales


·                  Support


Development


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


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


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


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


Infrastructure


·                  Build of development environment


·                  Build of Integrated and Performance Test
Environment


·                  Build of Production Environment


Integration


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


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











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


·                  HRO Integration – there is currently no
integration with Paychex HR Online.


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


Time spent performing the foregoing
integration activities shall be included in the 150 hours of consulting
services to be provided to Paychex as described in Section 1.3 of the Master
Agreement.  


Support
Plan


Customer Support


Customer support during the Pilot phase will
be provided as follows:


1st level support will be provided by Paychex
customer support personnel with 2nd level support being provided by NTS’s support
team.  The Paychex team will also provide
1st level
implementation and training, with 2nd level support from NTS, and will work
hand-in-hand with the NTS Implementation, Training, and Support groups to learn
both the product and processes


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


Online Support/3rd Level Support


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


Estimated
Timeline


May
7th


·                  Setup development environment in
Rochester (2 weeks)


June
1st


·                  Start
Pilot with web only clients


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


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


·                  Start development work on Clock
Integration


·                  Start development work on HRO/Preview
Integration


June
11th


·                  Setup implementation environment in
Rochester (2 weeks)











June
25th


·                  Performance/scalability testing (4 weeks)


July
23rd


·                  Publish final results of performance
testing.


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


September
3rd


·                  Setup production & BCP environments
in Rochester (2 weeks)


September
17th -
Phase 2


·                  Start moving customers over to Paychex
hosted environment.


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


December
1st


·                  Conclude Pilot


Metrics
of Success


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


·                  Performance
and Scalability


·                  The
system should perform with reasonable response times under load.


·                  Time for login page to load: 3 seconds.


·                  Time for employee page to load after
login: 2 seconds.


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


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


·                  Customer
feedback and satisfaction.


·                  Confirm
the system is adequately intuitive for client staff and employees, and that
there are no major areas of functionality missing.


·                  Sales
feedback.


·                  Confirm
that there are no major areas of functionality missing which would limit the
competitiveness of the solution in the marketplace.


·                  Development
feedback.


·                  The
measure of success from a development perspective is that our development staff
is confidant in their ability to take over supporting and enhancing the
solution going forward.











EXHIBIT 2


LICENSE AGREEMENT











LICENSE AGREEMENT


THIS LICENSE AGREEMENT (this “License Agreement”) is
made and entered into as of the                                         
day of June, 2007, by and among NETtime Solutions, Inc., located at 8840 E.
Chaparral Road, Suite 100, Scottsdale, AZ 85250 (“NTS”), Synel, a corporation
organized under the laws of Israel and having an office located at 2 Hamada
Street, Yokneam, Israel 20692 (“Synel”), and Paychex, Inc., a Delaware
corporation (“Paychex”), 911 Panorama Trail South, Rochester, New York
14625-0397.


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


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


1.             Grant
of License.


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


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











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


2.             Warranty;
Disclaimers.


2.1           Synel
Warranties.  Synel hereby represents, warrants and
covenants, as of the date of this Agreement, to Paychex as follows:


(a)           Synel
Authority. 
Subject to execution of this License Agreement by NTS, Synel has full
right, power and authority to enter into this License Agreement and to consummate
the transactions contemplated hereby including without limitation, to grant the
licenses and distribution rights set forth herein.


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


(c)           Licenses.  The Licensed Software is not
subject to any third-party copyright or to the terms of any license agreement
other than (i) this Agreement, (ii) license agreements by and between Synel and
its customers pursuant to which Synel grants rights in the Licensed Software or
intellectual property to such reseller customers that will not prevent Synel
from performing under the provisions of this Agreement, and (iii) the license
agreements for the third party products listed on Schedule 2.1(c).  Synel is not aware of, and has received no
notice of, any breach of any license or other grant of rights with respect to
such intellectual property rights.


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


(e)           Open-Source Code.  The
Licensed Software does contain or incorporate any “open source” code, including
without limitation, any code that is licensed pursuant to GPL or GPL2.0 or any
software program that is licensed pursuant to terms that directly or indirectly
require any person to grant, share or transfer any rights to a third party.


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











(g)           The
license rights granted to Paychex pursuant to this License Agreement may not be
terminated by NTS or Synel.


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


2.2           NTS
Warranties.  NTS hereby represents, warrants and
covenants, as of the date of this License Agreement, to Paychex as follows:


(a)           NTS
Authority. 
NTS has full right, power and authority to enter into this License
Agreement and to consummate the transactions contemplated hereby including
without limitation, to grant the licenses and distribution rights set forth
herein.


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


(c)           Licenses.  The Licensed Software is not
subject to any third-party copyright or to the terms of any license agreement
other than (i) this Agreement, (ii) license agreements by and between NTS and
its customers pursuant to which NTS grants rights in the Licensed Software or
intellectual property to such customers that will not prevent NTS from
performing under the provisions of this Agreement, and (iii) the license
agreements for the third party products listed on Schedule 2.2(c).  NTS is not aware of, and has received no
notice of, any breach of any license or other grant of rights with respect to
such intellectual property rights.


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


(e)           Open-Source Code.  The
Licensed Software does contain or incorporate any “open source” code, including
without limitation, any code that is licensed pursuant to GPL or GPL2.0 or any
software program that is licensed pursuant to terms that directly or indirectly
require any person to grant, share or transfer any rights to a third party.











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


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


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


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


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


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


4.             Indemnity; Limitations of Liability.


4.1           Synel
Indemnity. 
Synel shall indemnify and hold Paychex harmless from and against all
loss, damages and costs, including reasonable attorney fees, incurred by
Paychex (i) as a result of any claim or action by a third party related to
Synel’s performance under this Agreement, or any other act or omission by Synel
related to Synel’s obligations under this Agreement, (ii) as a result of any
material violation, breach, inaccuracy or failure to perform or observe any
representation, warranty, covenant or obligation of Synel set forth in this
Agreement, (iii) breach of the Synel MNDA, or (iv) in any action for
infringement of any copyright, patent, trade secret or other intellectual
property right by a third party as a result of or related to any act or











omission by Synel or any use of the Licensed
Software or Documentation, in each case provided that Paychex is using the
Licensed Software or Documentation as contemplated in this Agreement and gives
Synel prompt written notice of any such claim or action, and opportunity to
elect to take over, settle or defend any such claim or action through counsel
of Synel’s own choosing.  Paychex will
make available to Synel all defenses against any such claim or action and will
give Synel, at Synel’s sole cost and expense, all needed information,
assistance and authority to enable Synel to defend against or settle such claim
or action, provided that Paychex shall not be obligated in any way to
contribute any moneys to such defense or settlement without its prior consent,
in its sole discretion.  Paychex shall
have the right, at its own expense, to be represented by counsel of its own
choosing in any such claim or action. 
Should use of the Licensed Software or Documentation be enjoined or
restricted as a result of such a claim or action, Synel shall, at its expense
and sole option (xi) procure for Paychex the right to continue using the
Licensed Software or Documentation, or (xii) replace the Licensed Software or
Documentation with non-infringing materials, or (xiii) modify the Licensed
Software or Documentation so as to become non-infringing, all without material
loss of functionality.


4.2           NTS
Indemnity. 
NTS shall indemnify and hold Paychex harmless from and against all loss,
damages and costs, including reasonable attorney fees, incurred by Paychex (i)
as a result of any claim or action by a third party related to NTS’ performance
under this Agreement, or any other act or omission by NTS related to NTS’
obligations under this Agreement, (ii) as a result of any material violation,
breach, inaccuracy or failure to perform or observe any representation,
warranty, covenant or obligation of NTS set forth in this Agreement, (iii)
breach of the NTS MNDA, or (iv) in any action for infringement of any
copyright, patent, trade secret or other intellectual property right by a third
party as a result of or related to any act or omission by NTS or any use of the
Licensed Software or Documentation, in each case provided that Paychex is using
the Licensed Software or Documentation as contemplated in this Agreement and
gives NTS prompt written notice of any such claim or action, and opportunity to
elect to take over, settle or defend any such claim or action through counsel
of NTS’ own choosing.  Paychex will make
available to NTS all defenses against any such claim or action and will give
NTS, at NTS’ sole cost and expense, all needed information, assistance and
authority to enable NTS to defend against or settle such claim or action,
provided that Paychex shall not be obligated in any way to contribute any
moneys to such defense or settlement without its prior consent, in its sole
discretion.  Paychex shall have the
right, at its own expense, to be represented by counsel of its own choosing in
any such claim or action.  Should use of
the Licensed Software or Documentation be enjoined or restricted as a result of
such a claim or action, NTS shall, at its expense and sole option (xi) procure
for Paychex the right to continue using the Licensed Software or Documentation,
or (xii) replace the Licensed Software or Documentation with non-infringing
materials, or (xiii) modify the Licensed Software or Documentation so as to
become non-infringing, all without material loss of functionality.


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











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


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


5.             Other
Agreements.


5.1           Intentionally
omitted.


5.2           Software
Protection.  In the event of any infringement or suspected
infringement of the Licensed Software by any third party, NTS or Paychex may
take all reasonable action to defend the Licensed Software against
infringement; which steps may include the negotiation of appropriate
settlements and cross-licenses and commencement of legal proceedings.  Paychex shall have the right to approve any
settlement or cross-license, such approval not to be unreasonably withheld or
delayed.  NTS shall have a first refusal
right to elect to defend the Licensed Software, in which case the costs of any
enforcement action shall be borne by NTS and any recovery shall be retained by
NTS, provided however, that if the conduct complained of impairs or otherwise
affects the ability of Paychex to exercise the rights granted to Paychex under
this Agreement, then the amount of any recovery shall go first to reimburse the
expenses of NTS incurred in prosecuting such action and the remainder shall be
divided equally between NTS and Paychex unless the parties agree to divide such
recovery in a different ratio based upon the relative damage suffered by each
party.  If NTS elects not to, or does not
initiate a response to any infringement within thirty (30) days after it has
received notice thereof,











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


6.             Termination.


6.1           Automatic
Termination. This
Agreement and the licenses granted herein may be terminated only (i) upon
mutual agreement of the parties hereto, or (ii) upon written notice of
termination by Paychex pursuant to Section 7.1 hereof.  Except as otherwise provided in this Section
6, neither this Agreement, nor the license rights granted to Paychex hereby, may
be terminated by Synel or NTS.


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


7.             Miscellaneous.


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


If to Synel:


Synel
Industries LTD


2
Hamada Street


Yokneam,
Israel 20692


Attn:
Tamir Shabat, CFO


01197249596782











If to NTS:


NETtime Solutions, Inc.


8840 E. Chaparral Road, Suite 100


Scottsdale, AZ 85250


Attn: Bahan Sadegh, CEO


If to Paychex:


Paychex, Inc.


911 Panorama Trail South


Rochester, New York  14625


ATTN: 
Steve Beauchamp


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


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


7.3           Entire
Agreement; Amendments.  This License Agreement, the Master Agreement,
the Synel MNDA, the NTS MNDA and the exhibits, schedules and attachments
annexed hereto and thereto, together constitute the entire agreement between
the parties.  This Agreement may not be
amended except by the unanimous written agreement of all of the parties.


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


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


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


7.7           Rights
and Remedies Cumulative.  Unless otherwise specifically provided, the
rights and remedies provided by this Agreement are cumulative and the use of
any











one right or remedy by any party shall not
preclude or waive the right to use any or all other remedies.  Said rights and remedies are given in
addition to any other rights the parties may have by law, statute or otherwise.


7.8           Injunctive
Relief. 
The parties recognize that a remedy at law for a breach of the
provisions of this Agreement relating to ownership, confidential information, or
misuse of a party’s trademarks, copyrights, and other intellectual property
rights, will not be adequate for a party’s protection, and accordingly each
party shall have the right to obtain, in addition to any other relief and
remedies available to it, injunctive relief to enforce the provisions of this
Agreement.


7.9           Governing
Law; Venue.  This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of New
York.  The parties hereby (a) covenant
that any suit, action, proceeding or claim in any way relating to, this
Agreement or any of the transactions hereunder, or any judgment entered by any
court in respect thereof, shall be brought and enforced in the state or federal
courts located in Monroe County, New York, and (b) waive, to the fullest extent
permitted by law, any objection that they may now or hereafter have to the
venue of any such proceeding and (c) waive any claims that any such proceeding
has been brought in an inconvenient forum.


7.10         Successors
and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto, and, to the extent permitted by this
Agreement, their respective heirs, legal representatives, successors and
assigns.


7.11         Assignment.  This Agreement may be assigned by either
party with the prior written consent of the other, not to be unreasonably
withheld or delayed.


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


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


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











Neither
Synel nor NTS may use the Paychex name in any marketing or promotional
materials or list of customers developed or used for marketing.


[Signature Page to Follow]











IN WITNESS WHEREOF, the parties hereto have set their hands on
the date set forth below.


	
  

  	
  SYNEL INDUSTRIES LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NETTIME
  SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PAYCHEX,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: