ASSET PURCHASE AGREEMENT

TABLE OF CONTENTS

Exhibits

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ASSET PURCHASE AGREEMENT

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

This Agreement contemplates a transaction in which Buyer will purchase certain assets of Sellers in return for cash and future royalty payments based on Buyer’s revenue derived from the sale of the TA7000 (defined below) following the Closing.

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

Section 1.              Definitions .

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

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

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

(c)           the NETtime Source Code.

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

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“ Assumed Liabilities ” means all liabilities and obligations of Sellers (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), arising out of and/or related to the Acquired Assets as well as Sellers representations and warranties regarding the Purchased Assets.

“ Buyer ” has the meaning set forth in the preface above.

“ Sellers ” has the meaning set forth in the preface above.

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

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

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

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

“ GAAP ” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

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

“ Income Tax ” means any federal, state, local, or foreign tax based on or measured by reference to net income, including any interest, penalty, or addition thereto, whether disputed or not.

“ Income Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto.

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

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

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

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

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

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

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

“ Party ” has the meaning set forth in the preface above.

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

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

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

“ Sellers ” has the meaning set forth in the preface above.

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

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

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

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

Section 2.              Basic Transaction .

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

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

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

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

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

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

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

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

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

(d)           The Closing .

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

(ii)           The Closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur on January 23, 2007 and be effective as of January 16, 2007, subject to the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Parties may mutually determine (the “ Closing Date ”).  Notwithstanding anything in this Agreement to the contrary, if the Closing shall not have occurred by January 26, 2007, either party may terminate this Agreement by written notice to the other party without any liability to the other party.

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

Section 3.              Sellers’ Representations, Warranties and Declarations .

Sellers represents, warrants and declares to the Buyer that the Exhibits and Appendix attached to this Agreement as well as the statements contained in it are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Agreement).

(a)           Organization of Sellers .  Sellers are:

(i)            Time America, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada.

(ii)           Time America, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the state of Arizona.

(iii)          NetEdge Devices, LLC is an Arizona limited liability companyduly organized, validly existing, and in good standing under the laws of the state of Arizona.

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

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(c)           Non-contravention .  To the knowledge of the Sellers, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in §2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Sellers or any of its Subsidiaries is subject or any provision of the charter or bylaws of Sellers or any of its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Sellers or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Lien would not have a Material Adverse Effect.

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

(e)           Title to Tangible Assets .  Sellers and its Subsidiaries have good title to, or a valid leasehold interest in, the material tangible assets they use regularly in the conduct of their Resellers’ Activity.

(f)            Financial Statements .  Attached hereto as Exhibit G are the following financial statements (collectively the “ Financial Statements ”): (i) audited consolidated balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the fiscal years ended June 30, 2005 and 2006, and for Sellers and its Subsidiaries; and (ii) unaudited consolidated balance sheets and statements of income, changes in stockholders’ equity, and cash flow (the “ Most Recent Financial Statements ” as of and for the three months ended September 30, 2006 (the “ Most Recent Fiscal Month End ”) for Sellers and its Subsidiaries.  The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP throughout the periods covered thereby and present fairly the financial condition of Sellers and its Subsidiaries as of such dates and the results of operations of Sellers and its Subsidiaries for such periods; provided, however , that the Most Recent Financial Statements are subject to normal year-end adjustments and lack footnotes and other presentation items.

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(g)           Events Subsequent to Most Recent Fiscal Month End .  Since the Most Recent Fiscal Month End, there has not been any Material Adverse Change.  Without limiting the generality of the foregoing, since that date neither Sellers nor any of its Subsidiaries has engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business.

(h)           Legal Compliance and Lack of Legal Proceedings . To the knowledge of Sellers, each of Sellers and its Subsidiaries has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof).  There are not any Legal Proceedings and/or potential Legal Proceedings against the Sellers and its Subsidiaries.  Attached hereto as Appendix A is an opinion letter from the legal counsel of the Sellers and its Subsidiaries.

(i)            Tax Matters .

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

(ii)           Neither Sellers nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(iii)          Neither Sellers nor any of its Subsidiaries is a party to any Income Tax allocation or sharing agreement.

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

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

(k)           Contracts .  Attached hereto as Exhibit I lists the top 20 written contracts relating