Exhibit 10.8
STOCK PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT (the "Agreement") dated this 22nd day of March, 2004,
made by and between Time America, Inc., a Nevada corporation ("Pledgor"), and
Laurus Master Fund, Ltd., a Cayman Islands company, the holder (the
"Noteholder") of a term note of even date herewith issued by the Pledgor in
favor of the Noteholder in the aggregate principal amount of $2,000,000 (the
"Term Note").
PRELIMINARY STATEMENTS:
(1)
CONCURRENTLY HEREWITH THE PLEDGOR IS
EXECUTING AND DELIVERING TO THE NOTEHOLDER THE TERM NOTE, WHICH EVIDENCES THE
PLEDGOR'S OBLIGATION TO PAY NOTEHOLDER PURSUANT TO THAT CERTAIN SECURITIES
PURCHASE AGREEMENT OF EVEN DATE HEREWITH BOTH BY AND BETWEEN THE NOTEHOLDER AND
PLEDGOR (THE "LOAN AGREEMENT").
(2)
THE SECURITIES HELD BY THE PLEDGOR IN ITS
WHOLLY-OWNED SUBSIDIARIES AS LISTED IN SCHEDULE A HEREOF ARE COLLECTIVELY
REFERRED TO HEREIN AS THE "PLEDGED SECURITIES".
NOW, THEREFORE, in consideration of the premises and in further consideration of
the covenants contained herein, the parties hereto agree as follows:
SECTION 1.
PLEDGE.
FOR THE BENEFIT OF THE
NOTEHOLDER, THE PLEDGOR HEREBY PLEDGES AND GRANTS A SECURITY INTEREST IN, THE
FOLLOWING (THE "PLEDGED COLLATERAL"):
(A)
THE PLEDGED SECURITIES AND THE CERTIFICATES
REPRESENTING THE PLEDGED SECURITIES, AND ALL DIVIDENDS, CASH, INSTRUMENTS AND
OTHER PROPERTY FROM TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED
IN RESPECT OF OR IN EXCHANGE FOR ANY OR ALL OF THE PLEDGED SECURITIES; AND
(B)
ALL PROCEEDS OF ANY AND ALL OF THE FOREGOING
(INCLUDING, WITHOUT LIMITATION, PROCEEDS THAT CONSTITUTE PROPERTY OF THE TYPES
DESCRIBED ABOVE).
SECTION 2.
SECURITY FOR OBLIGATIONS.
THIS
AGREEMENT SECURES THE PAYMENT OF ALL OBLIGATIONS OF THE PLEDGOR NOW OR HEREAFTER
EXISTING UNDER THE TERM NOTE, WHETHER FOR PRINCIPAL, INTEREST, EXPENSES OR
OTHERWISE, AND ALL OBLIGATIONS OF THE PLEDGOR NOW OR HEREAFTER EXISTING UNDER
THIS AGREEMENT.
THE NOTEHOLDER SHALL FILE APPROPRIATE FINANCING STATEMENTS.
SECTION 3.
DELIVERY OF PLEDGED COLLATERAL.
ALL
CERTIFICATES OR INSTRUMENTS REPRESENTING OR EVIDENCING THE PLEDGED COLLATERAL
SHALL BE DELIVERED TO AND HELD BY THE NOTEHOLDER PURSUANT HERETO AND SHALL BE IN
SUITABLE FORM FOR TRANSFER BY DELIVERY, OR SHALL BE ACCOMPANIED BY DULY EXECUTED
INSTRUMENTS OF TRANSFER OR ASSIGNMENT IN BLANK, ALL IN FORM AND SUBSTANCE
SATISFACTORY TO THE NOTEHOLDER.
UPON THE OCCURRENCE AND DURING THE CONTINUATION
OF AN
EVENT OF DEFAULT (AS DEFINED BELOW), THE NOTEHOLDER SHALL HAVE THE DUTY, AT ANY
TIME ON FIVE BUSINESS DAYS' NOTICE TO THE PLEDGOR, TO TRANSFER TO OR TO REGISTER
IN THE NAME OF THE NOTEHOLDER OR ANY OF ITS NOMINEES, ANY OR ALL OF THE PLEDGED
COLLATERAL.
IN ADDITION, THE NOTEHOLDER SHALL HAVE THE RIGHT AT ANY SUCH TIME
TO EXCHANGE CERTIFICATES OR INSTRUMENTS REPRESENTING OR EVIDENCING PLEDGED
COLLATERAL FOR CERTIFICATES OR INSTRUMENTS OF SMALLER OR LARGER DENOMINATIONS.
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
THE
PLEDGOR REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
THE PLEDGOR IS AND WILL BE THE SOLE LEGAL,
RECORD AND BENEFICIAL OWNER OF THE PLEDGED COLLATERAL FREE AND CLEAR OF ANY
LIEN, SECURITY INTEREST, OPTION OR OTHER CHARGE OR ENCUMBRANCE, EXCEPT FOR THE
SECURITY INTEREST