On October 9, 2012, we entered into a Code Purchase and Perpetual License Agreement ("License Agreement") with FotoPunch, Inc., a Delaware corporation ("FotoPunch") that owns and develops facial and voice recognition software for tracking employee time and labor management information for use with mobile and other devices. Under the License Agreement, we purchased a copy of their code and acquired a worldwide, perpetual, right to use the code and software in the workforce management hardware, equipment and software solutions industry. We have the right to grant sublicenses to resellers and third parties. For a period of two years, FotoPunch has agreed to assist us in integrating and using the facial and voice recognition software with our solutions.

At the same time, we also entered into a Rights Agreement with FotoPunch under which FotoPunch granted us an option to acquire it or its business and a right of first refusal to match any third party offer.

(d) Exhibits

10.1        Code Purchase and Perpetual License Agreement dated October 9,
2012.
10.2        Rights Agreement dated October 9, 2012.