Exhibit 10.8

AGREEMENT REGARDING
THE CONTINUATION AND RENEWAL
OF THE LEASE OF PREMISES AT
20 BOMAX DRIVE, VILLAGE OF LANSING,
TOMPKINS COUNTY, NEW YORK

AGREEMENT made this 18th day of July, 2001, by and between BOMAX PROPERTIES, LLC, a New York limited liability company with an office at 42 Esty Drive, Ithaca, New York 14850 (f/k/a Bomax Properties) ("Bomax"), and TRANSACT TECHNOLOGIES INCORPORATED, a Delaware corporation with an office at 7 Laser Lane, Wallingford, Connecticut 06492 ("TransAct").

RECITALS

A. Bomax and TransAct are parties to a Lease Agreement dated as of March 23, 1992, pursuant to which Bomax leased to Ithaca Peripherals (TransAct's predecessor-in-interest) approximately 5.34 acres of land in the Village of Lansing, Tompkins County, State of New York, and agreed to construct a manufacturing and office building for Ithaca Peripherals on the Premises. Such building was constructed and permanent occupancy thereof was delivered to Ithaca Peripherals on or about November 20, 1992; the Lease commencement date under the Lease Agreement was November 20, 1992.

B. Bomax transferred the Premises to the Tompkins County Industrial Development Agency ("the IDA"), subject to the Lease, on or about June 11, 1993 and entered into an installment sales contract to purchase the property back from the IDA. Under the installment sales contract, Bomax retained all beneficial rights and interest in the Premises.

C. Ithaca Peripherals then requested that Bomax construct an addition of approximately 10,476 square feet ("Addition No. 1") to the Premises (as then defined in the

Lease Agreement) and the parties entered into a Lease Amendment dated as of October 18, 1993 ("First Amendment") providing for the construction of such Addition No. 1 and to amend the Lease Agreement accordingly.

D. The parties entered into a Lease Amendment dated as of December 2, 1996 ("Second Amendment"), wherein and whereby Ithaca Peripherals exercised the option to lease Parcel 2 (as defined in the Lease Agreement and Second Amendment).

E. The Second Amendment reflected the facts that:

1) Parcel 2 was conveyed by Bomax to IDA, subject to the Lease Agreement, as amended by the First Amendment and Second Amendment, and Bomax entered into an installment sales contract to purchase the property back from the IDA. Under the installment sales contract, Bomax retained all beneficial rights and interest in the premises.

2) Bomax constructed a second addition of approximately 23,000 square feet ("Addition No. 2"), possession of which was delivered to Ithaca Peripherals on July 1, 1997.

F. The Second Amendment provided:

1) The term of the Lease Agreement, as amended by the First Amendment and the Second Amendment, was extended to provide for its expiration ten years after the issuance of a certificate of occupancy for Addition No. 2. The certificate of occupancy was issued on July 1, 1997, so the expiration is June 30, 2007.

2) The agreed rent in the Second Amendment was as follows:

Years 1 through 5 (i.e., 7/1/97-6/30/02) - $7.00 per gross sq. ft.

Years 6 through 10 (i.e., 7/1/02-6/30/07) - $7.50 per gross sq. ft.

G. The Lease Agreement, the First Amendment and the Second Amendment are collectively referred to as the "Lease."

H. TransAct has requested that Bomax make certain additional improvements to the Premises, and more particularly:

1) The conversion of "the Courtyard" to office space; and

2) The construction of a 10,548 square feet warehouse addition.

(1 and 2 above are collectively referred to as "Addition No. 3")

NOTE: TransAct agrees to remove the greenhouse at its sole cost and expense.

I. Bomax is willing to make such Addition No. 3 subject to satisfaction of the contingencies set forth below.

J. The parties desire to set forth their agreement regarding Lease terms until Addition No. 3 is completed and to enter into a renewal Lease to be effective thereafter.

NOW THEREFORE, the parties agree:

1. Until such time as Addition No. 3 is completed and the certificate of compliance and/or certificate of occupancy therefor issued, all provisions of the Lease dated March 23, 1992, as modified by the amendments dated as of October 18, 1993 and December 2, 1996 shall remain in full force and effect except as set forth below.

a. The following new paragraph shall be added at the end of Article I, Section C of the Lease:

"Bomax agrees to construct on the Premises, at its own cost and expense, an addition of approximately 10,548 square feet on the south side of the building currently located on the Premises for warehouse purposes and to convert "the Courtyard" to office space (3,260 sq. ft.) (collectively, "Addition No. 3").

Addition No. 3 shall be constructed in accordance with the following plans and drawings prepared by Tallman & Tallman, Architects, which plans have previously been reviewed and approved by Bomax and TransAct, along with such other changes thereto as may be hereinafter approved by Bomax and TransAct:

T-T1 - Site Plan - Revised 5-24-01

T-T2 - Foundation Plan - 5-24-01

T-T3 - First Floor Plan - 5-24-01

T-T4 - Elevations - 5-24-01

T-T5 - Sections - 5-24-01

T-T6 - Wall Sections - 5-24-01

T-T7 - Plan at Existing Courtyard - revised 6-12-01

T-T8 - Sections - Existing Courtyard - 5-24-01

NOTE: TransAct shall remove the greenhouse (441 sq. ft.)

b. The following new paragraph shall be added at the end of Article I, Section E of the Lease:

"Construction of Addition No. 3 shall commence on or about August 1, 2001 and shall be completed and delivered to TransAct for lawful occupation on our about December 1, 2001, both dates being subject to the satisfaction of the contingencies set forth below. Addition No. 3 shall be constructed and rendered to TransAct for occupancy, in compliance with the Building Code of the Town and Village of Lansing, County of Tompkins and State of New York for use as a light manufacturing facility."

c. Article I, Section F (1) of the Lease (as previously amended) is hereby amended to read as follows:

"(1) Bomax has obtained or will obtain all governmental permits, licenses, certificates and approvals to construct and occupy the building and Addition No. 3 contemplated by this Agreement."

2. Bomax repeats each of the other representations and warranties set forth in Article I, Section F and acknowledges that the representations and warranties apply with equal force to Addition No. 3 and to the construction to be undertaken hereunder.

3. Effective upon the date of the issuance of a certificate of occupancy for Addition No. 3, the new Lease, annexed hereto shall be and become effective.

4. During the construction of Addition No. 3, Bomax agrees to use its best efforts to coordinate construction so as to minimize disruption of TransAct's business operations.

5. Except as specifically amended hereby, the Lease Agreement and the Lease Amendments as of October 18, 1993 and December 2, 1996 shall remain in full force and effect in accordance with their terms.

6. All capitalized terms herein, unless defined herein, shall have the same meanings as set forth in the Lease.

7. The IDA is signing this Agreement solely for the purpose of signifying its consent hereto, but does not undertake and shall not be liable or responsible for any of the obligations or liabilities of Bomax under the Lease.

8. This Agreement is subject to and contingent upon the following:

a. Bomax obtaining financing satisfactory to it in its sole discretion.

b. Bomax obtaining IDA approval, including such approvals as may be required in order to be exempt from the payment of sales taxes on the purchase of materials required for the construction of Addition No. 3.

c. Issuance of a building permit for the construction of Addition No. 3.

9. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have subscribed this Agreement as of the date first written above.

BOMAX PROPERTIES, LLC TRANSACT TECHNOLOGIES INCORPORATED

By:      /s/ Robert T. Dean                        By: /s/ Richard L. Cote
         ---------------------------                   -------------------------

         Robert T. Dean, Manager                   Richard L. Cote, Executive

                                                   Vice President & CFO


By:
         ---------------------------

         Maxine P. Dean, Manager

THE TOMPKINS COUNTY INDUSTRIAL

DEVELOPMENT AGENCY

EXHIBIT 10.13(x)

RELEASE AND SETTLEMENT AGREEMENT

This Settlement Agreement and Release Of All Claims (hereinafter "Agreement") dated the 4th day of December, 2001, is made by and among Lucy Staley (hereinafter "EXECUTIVE") and TransAct Technologies, Inc. (hereinafter the "COMPANY"), all of the COMPANY's past, present and future directors, officers, administrators, agents, servants, representatives, employees, former members, and any person acting thereby, through, under, or in concert with any of them, in light of the following circumstances:

WHEREAS, EXECUTIVE is employed by the Company as a Senior Vice President and General Manager; and

WHEREAS, EXECUTIVE and the COMPANY have previously entered into a Severance Agreement dated the 31st day of July, 1996; and

WHEREAS, said Severance Agreement obligated the COMPANY to provide EXECUTIVE with a severance package upon terminating EXECUTIVE's employment; and

WHEREAS, the COMPANY and EXECUTIVE are desirous of maintaining said Severance Agreement's terms and conditions as a general matter but wish to modify the specific terms of the severance package that EXECUTIVE will receive from the COMPANY upon the COMPANY's termination of her employment in order to reflect the mutual understanding they have now reached as to those terms of the severance package; and

WHEREAS, said Severance Agreement obligated EXECUTIVE to execute a General Release of any and all claims which EXECUTIVE might have against the COMPANY as a condition precedent to EXECUTIVE's receipt of any severance package or payments; and

WHEREAS, the COMPANY and EXECUTIVE are also desirous of EXECUTIVE continuing in employment with the COMPANY until March 1, 2002;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, EXECUTIVE and the COMPANY, acting of their own free will, hereby agree as follows:

1. The COMPANY and EXECUTIVE hereby incorporate by reference the Severance Agreement they entered into dated July 31st, 1996, as if more fully set forth herein. The COMPANY and EXECUTIVE acknowledge and agree that, except as set forth in Section 2 of this Agreement the Severance Agreement of July 31st, 1996 continues in full force and effect.

2. EXECUTIVE and the COMPANY agree that Sections 3, 4, 5 and 6 of this Agreement are entered into by EXECUTIVE and the COMPANY in substitution for any severance package, payment or benefit of any kind set forth in the Severance Agreement of July 31st, 1996. EXECUTIVE hereby acknowledges and agrees that any and all provisions of the Severance Agreement of July 31st, 1996 regarding the COMPANY's obligation to provide any severance package, payment or benefit of any kind are hereby rendered null and void.

3. (a) The COMPANY will pay EXECUTIVE a severance benefit commencing March 1, 2002, upon EXECUTIVE's separation from employment with the COMPANY on that date. The COMPANY shall pay the severance benefit as follows: (i) for a ten (10) month period after EXECUTIVE's separation from employment, March 2002 through December 2002 (the "severance period"), payment on the first business day of each month in the severance period of an amount equal to one-twelfth (1/12) of EXECUTIVE's then current annual base salary; (ii) payment on the first business day of each month in the severance period of an amount equal to one-twelfth (1/12) of EXECUTIVE's annual target bonus amount under the "TransAct Executive Incentive Compensation Plan", incorporated by reference within the

Severance Agreement of July 31st, 1996. Calculation of the bonus amount shall be based on the COMPANY's October, 2001 notification and not the EXECUTIVE's March 1, 2002 separation from employment date. The COMPANY shall issue a W-2 form to EXECUTIVE in connection with the payments described herein.

(b) COMPANY will pay EXECUTIVE her then current total accrued but unused vacation time as of March 1, 2002. The COMPANY will pay this amount in a lump sum on the first business day after March 1, 2002 and shall issue a W-2 form to EXECUTIVE in connection with such payment.

4. The COMPANY shall continue to provide to EXECUTIVE the same group health insurance benefits (medical, dental, vision), life insurance benefit (including individual supplemental life policy) and Long Term Disability insurance benefit (including individual supplemental "LTD" policy) that it provided to her during her period of employment with the COMPANY during the severance period. For those benefits toward which the EXECUTIVE currently contributes, the COMPANY shall provide such benefits to the EXECUTIVE during the severance period at the same cost to the EXECUTIVE as that charged regular active employees of similar position status. For those benefits toward which the EXECUTIVE does not currently contribute, the COMPANY will continue to provide such benefits to the EXECUTIVE at no cost to the EXECUTIVE during the severance period. At the expiration of the severance period the COMPANY shall provide to EXECUTIVE such notice of access to continuation of benefits as is required by law.

5. The COMPANY will take such actions as are necessary with respect to stock options and restricted stock that the COMPANY granted to EXECUTIVE during her employment with the COMPANY in order to accelerate their vesting so that all such outstanding stock options and restricted stock are one-hundred percent (100%) vested no later than March 1, 2002.

6. (a) As a further benefit to EXECUTIVE, the COMPANY will pay an out-placement firm mutually agreed upon by EXECUTIVE and the COMPANY to provide EXECUTIVE professional out-placement services commencing not later than March 1, 2002. EXECUTIVE acknowledges that the COMPANY's obligation is limited to the payment actually provided to the mutually agreed upon out-placement firm for its standard professional out-placement services and assistance as described in materials from that firm, which materials the COMPANY will obtain and shall provide to EXECUTIVE for her consideration upon request.

(b) The COMPANY's Chief Executive Officer and its Chief Financial Officer shall each provide EXECUTIVE with a letter of recommendation for EXECUTIVE's use in seeking future employment. The COMPANY shall provide EXECUTIVE these letters not later than March 1, 2002.

(c) The COMPANY consents to EXECUTIVE commencing and conducting job searches following the execution of this Agreement and in the months preceding March 1, 2002. EXECUTIVE agrees that such searches must be conducted in a reasonable fashion, and limited to a reasonable amount of time, so as not to detract from EXECUTIVE's ongoing obligation to carry out her duties as Senior Vice President and General Manager up to her separation from employment with the COMPANY on March 1, 2002.

7. EXECUTIVE shall continued to be employed by the COMPANY and shall continue to serve as Senior Vice President and General Manager until March 1, 2002. EXECUTIVE acknowledges and agrees that during her period of ongoing employment with the COMPANY following execution of this Agreement she will carry out her duties to the best of her ability and in conformance with all policies and procedures of the COMPANY. EXECUTIVE further acknowledges and agrees that she will undertake all necessary efforts to effect a professional and effective transition and transfer of her knowledge and experience to the COMPANY or its designee(s)

during this time period. EXECUTIVE shall separate from her employment with the COMPANY effective March 1, 2002.

8. With exception of the substitute severance payments described in
Section 3 of this Agreement, the insurance benefits described in Section 4 of this Agreement, the acceleration of Stock Options described in Section 5 of this Agreement, and the outplacement and related job search benefits described in
Section 6 of this Agreement, EXECUTIVE expressly acknowledges that she is not entitled to any payments, benefits, assistance or compensation, in any form for any reason, from the COMPANY other than her regular salary and benefits during her continuation of employment up to March 1, 2002.

9. EXECUTIVE acknowledges that she would not be entitled to the substitute severance payments described in Section 3 of this Agreement, the insurance benefits described in Section 4 of this Agreement, the acceleration of Stock Options described in Section 5 of this Agreement, and the outplacement and related job search benefits described in Section 6 of this Agreement, if she did not enter into this Agreement. COMPANY acknowledges that EXECUTIVE would not otherwise release the potential claims hereinafter set forth but for her receipt of such payments, insurance benefits, acceleration of Stock Options and outplacement and related job search benefits.

10. For and in consideration of the payments described in this Agreement, EXECUTIVE, for herself, and for her heirs, executors, administrators, successors and assigns, knowingly releases and forever discharges the COMPANY from any and all claims, demands, obligations, damages, liabilities and causes of action, including, but not limited to claims and causes of action for wrongful discharge, tort, defamation, breach of any contract (including but not limited to grievances under any applicable collective bargaining agreement) whether express or implied, misrepresentation, breach of the duty of good faith and fair dealing, the negligent or intentional infliction of

emotional distress, and causes of action and claims under any and all New York and Connecticut Workers' Compensation statutes or regulations, Title VII of the Civil Rights Act of 1964, 42 U.S.C. sections 2000e et. seq., the Civil Rights Act of 1991, 42 U.S.C. sections 1981, et. seq., Section 1983 of the Civil Rights Act, 42 U.S.C. section 1983, any and all New York and Connecticut Fair Employment Practices and/or Discriminatory Practices statutes and regulations, the Americans with Disabilities Act, 42 U.S.C. sections 12101 et. seq., the Age Discrimination in Employment Act, 29 U.S.C. sections 621 et. seq., the Employee Retirement Income Security Act, 29 U.S.C. sections 1132, et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. sections 2601 et seq., any and all New York and Connecticut Family and Medical Leave statutes or regulations, the Fair Credit Reporting Act, 15 U.S.C. sections 1681, et seq., any and all New York and Connecticut Whistle Blowers' Protection statutes or regulations, any and all New York and Connecticut statutes or regulations concerning the payment of wages, the Fair Labor Standards Act, 29 U.S.C. sections 201 et seq., and all other federal, state and local laws, ordinances or regulations, in law or in equity, which EXECUTIVE now has or ever had against the COMPANY, for any losses, injuries or damages (including but not limited to back pay, front pay, liquidated, compensatory or punitive damages, attorneys' fees and litigation costs), resulting from and/or arising out of or in any way connected with EXECUTIVE's employment by the COMPANY or her separation from such employment.

11. The COMPANY and EXECUTIVE agree that they will not publish, publicize or disseminate, or cause to be published, publicized or disseminated, in any manner, the terms or contents of this Agreement to any third person, including, but not limited to, any current or former COMPANY employee, except EXECUTIVE's spouse, legal counsel and tax preparer, and as may be required to effectuate the terms of this Agreement.

12. EXECUTIVE and the COMPANY further understand and agree that this Agreement does not constitute any admission by the COMPANY that the COMPANY is in any way liable to EXECUTIVE or that the COMPANY harmed or damaged EXECUTIVE or violated any rights she may have or in any respect treated her unfairly or unlawfully.

13 (a) The COMPANY and EXECUTIVE expressly acknowledge that they will not make any claim or demand and each of them hereby waives any rights any of them may now have or may hereafter have or claim to have, based upon any alleged oral alteration, amendment, modification or any other alleged change in this Agreement; and that the validity, effect and operation of this Agreement shall be determined by the laws of the State of Connecticut; and that there is no written or oral understanding or agreement between them that is not recited herein.

(b) The COMPANY and EXECUTIVE expressly agree and consent to the jurisdiction of a competent court in Connecticut to hear any dispute arising out of this Agreement.

14. Except as provided otherwise in this Agreement, if any of the provisions, terms or clauses of this Agreement are declared illegal, unenforceable or ineffective in a legal forum or by operation of law, those provisions, terms and clauses shall be deemed severable, such that all other provisions, terms and clauses of this Agreement shall remain valid and binding upon both parties.

15. EXECUTIVE affirmatively states that she has been advised of her right to consult with an attorney in order to consider the provisions of this Agreement, and, specifically with reference to her release of any and all claims under the Age Discrimination in Employment Act, 29 U.S.C. sections 621 et. seq., that she was afforded up to twenty-one (21) days to consult with an attorney and to consider this Agreement, and that if she signs the Agreement prior to the expiration of such twenty-one (21) days, she does so voluntarily and of her own free will.

16. Should EXECUTIVE commence or prosecute any action or proceeding contrary to the provisions of this Agreement, she agrees to indemnify COMPANY for all costs, including court costs and reasonable attorneys' fees, incurred by COMPANY in the defense of such action or in establishing or maintaining the application or validity of this Agreement or the provisions thereof, to the extent allowed by applicable law.

17. This Agreement shall not become effective or enforceable until seven
(7) days following its execution by EXECUTIVE. Prior to the end of this seven
(7) day period, EXECUTIVE may revoke her assent to this Agreement.

18. COMPANY and EXECUTIVE affirmatively state that they have a full understanding of the contents of the Agreement and the effects thereof, and that they have executed the same voluntarily and of their own free will, without any coercion.

IN WITNESS WHEREOF, the aforementioned parties, intending to be legally bound hereby, have executed this Agreement.

LUCY STALEY

                                              /s/ Lucy H. Staley
                                        ----------------------------------------

STATE OF NEW YORK
                     :    ss:           Date:
COUNTY OF _______)

Personally appeared LUCY STALEY, Signer of the foregoing Instrument, and acknowledged the same to be her free act and deed before me.

TransAct Technologies, Inc.

                                        By: /s/ Richard L. Cote
                                            ------------------------------------
                                            Richard L. Cote

STATE OF CONNECTICUT
                     :    ss:           Date:
COUNTY OF _________)

Personally appeared Richard L. Cote, EVP and CFO of TransAct Technologies, Inc., Signer of the foregoing Instrument, and acknowledged the same to be his free act and deed on behalf of TransAct Technologies, Inc.

MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (hereinafter "Agreement") dated the 23rd day of January, 2002, is made by Lucy Staley (hereinafter "EXECUTIVE") and TransAct Technologies, Inc. (hereinafter the "COMPANY"), is an addendum to the Settlement And Release Agreement dated December 4, 2001. The Parties mutually agree that Executive's employment will cease on February 1, 2002 (rather than March 1, 2002 as previously agreed), resulting in an additional 4 weeks of severance. As such, Paragraphs 3, 5, 6, 7 and 8 of the Settlement And Release Agreement are modified only to the extent stated below. All other text and language of the original December 4, 2001 Agreement shall remain unchanged.

Paragraph 3.a.

The Company will pay Executive a severance benefit commencing February 1, 2002, upon Executive's separation from employment with the Company on that date. The Company shall pay the severance benefit as follows: "(i) for an 11 month period after Executive's separation from employment, February, 2002 through December 2002 (the "Severance period"), payment on the first business day of each month in the severance period of an amount equal to one-twelfth (1/12) of Executive's then current annual base salary; and, (ii) bonus pay under the "TransAct Executive Incentive Compensation Plan" totaling $30,927.92 (calculated at 10/12 of 25% of current annual base salary of $148,454), paid in 11 essentially equal monthly installments of $2811.63 on the first of each month, beginning February 1, 2002 through December 1, 2002.

Paragraphs 3.b., 5, 6.a., 6.c., 7 and 8

References to "March 1, 2002" in the original agreement are now changed to "February 1, 2002".

The aforementioned parties, intending to be legally bound hereby, have executed this Agreement.

LUCY STALEY

    /s/ Lucy H. Staley
----------------------------------------

TransAct Technologies, Inc.

By: /s/ Richard L. Cote
    ------------------------------------
        Richard Cote

EXHIBIT 10.17(x)

RELEASE AND SETTLEMENT AGREEMENT

This Settlement Agreement and Release Of All Claims (hereinafter "Agreement") dated the 1st day of March, 2002, is made by and among Mark Goebel (hereinafter "EXECUTIVE") and TransAct Technologies, Inc. and its subsidiaries (hereinafter the "COMPANY"), all of the COMPANY's past, present and future directors, officers, administrators, agents, servants, representatives, employees, former members, and any person acting thereby, through, under, or in concert with any of them, in light of the following circumstances:

WHEREAS, EXECUTIVE is employed by the COMPANY as Senior Vice President-General Manager and

WHEREAS, EXECUTIVE and the COMPANY have previously entered into a Severance Agreement dated the 31st day of July, 1996; and

WHEREAS, said Severance Agreement obligated the COMPANY to provide EXECUTIVE with a severance package upon terminating EXECUTIVE's employment; and

WHEREAS, the COMPANY and EXECUTIVE are desirous of maintaining said Severance Agreement's terms and conditions as a general matter but wish to modify the specific terms of the severance package that EXECUTIVE will receive from the COMPANY upon the COMPANY's termination of his employment in order to reflect the mutual understanding they have now reached as to those terms of the severance package; and

WHEREAS, said Severance Agreement obligated EXECUTIVE to execute a General Release of any and all claims which EXECUTIVE might have against the COMPANY as a condition precedent to EXECUTIVE's receipt of any severance package or payments; and

WHEREAS, the COMPANY and EXECUTIVE are also desirous of EXECUTIVE continuing in employment with the COMPANY until March 1, 2002;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, EXECUTIVE and the COMPANY, acting of their own free will, hereby agree as follows:

1. The COMPANY and EXECUTIVE hereby incorporate by reference the Severance Agreement they entered into dated July 31st, 1996, as if more fully set forth herein. The COMPANY and EXECUTIVE acknowledge and agree that, except as set forth in Section 2, 3, 4, 5 and 6 of this Agreement, the Severance Agreement of July 31st, 1996 continues in full force and effect.

2. EXECUTIVE and the COMPANY agree that Sections 3, 4, 5 and 6 of this Agreement are entered into by EXECUTIVE and the COMPANY in substitution for any severance package, payment or benefit of any kind set forth in the Severance Agreement of July 31st, 1996. EXECUTIVE hereby acknowledges and agrees that any and all provisions of the Severance Agreement of July 31st, 1996 regarding the COMPANY's obligation to provide any severance package, payment or benefit of any kind are hereby rendered null and void.

3. (a) The COMPANY will pay EXECUTIVE a severance benefit commencing March 1, 2002, or upon expiration of the revocation period set forth in Section 17 below, if that period has not expired prior to March 1, 2002, and following EXECUTIVE'S separation from employment with the COMPANY on March 1, 2002. The COMPANY shall pay the severance benefit as follows: (i) for a seven (7) month period after EXECUTIVE's separation from employment, March 2002 through September 2002 (the "severance period"), payment on the first business day of each month in the severance period of an amount equal to one-twelfth (1/12) of EXECUTIVE's then current annual base salary; (ii) payment on the first business day of each month in the severance period of an amount equal to one-seventh (1/7) of EXECUTIVE's annual target bonus amount under the "TransAct Executive Incentive

Compensation Plan", incorporated by reference within the Severance Agreement of July 31st, 1996. Calculation of the bonus amount shall be based on the EXECUTIVE's March 31, 2002 original separation date and not the EXECUTIVE's March 1, 2002 separation from employment date. An additional lump-sum bonus payment will be made on March 7, 2002, or upon expiration of the revocation period set forth in Section 17 below if that period has not expired prior to March 1, 2002, and following EXECUTIVE'S separation from employment with the COMPANY on March 1, 2002, in the amount of thirty thousand dollars ($30,000). The COMPANY shall issue a W-2 form to EXECUTIVE in connection with the payments described herein.

(b) COMPANY will pay EXECUTIVE his then current total accrued but unused vacation time as of March 1, 2002, and also the EXECUTIVE'S vacation accrual award that would have been granted on April 1, 2002. The COMPANY will pay this amount in a lump-sum on the first bi-weekly pay period after March 1, 2002 and shall issue a W-2 form to EXECUTIVE in connection with such payment.

4. The COMPANY shall continue to provide to EXECUTIVE the same group health insurance benefits (medical, dental, vision), life insurance benefit (including individual supplemental life policy) and Long Term Disability insurance benefit (including individual supplemental "LTD" policy) that it provided to him during his period of employment with the COMPANY during the severance period. For those benefits toward which the EXECUTIVE currently contributes, the COMPANY shall provide such benefits to the EXECUTIVE during the severance period at the same cost to the EXECUTIVE as that charged regular active employees of similar position status. For those benefits toward which the EXECUTIVE does not currently contribute, the COMPANY will continue to provide such benefits to the EXECUTIVE at no cost to the EXECUTIVE during the severance period. At the expiration of the severance period the COMPANY shall provide to EXECUTIVE such notice of access to continuation of benefits as is required by law.

5. The COMPANY will take such actions as are necessary with respect to stock options and restricted stock that the COMPANY granted to EXECUTIVE during his employment with the COMPANY in order to accelerate their vesting so that all such outstanding stock options and eight hundred (800) shares of restricted stock due to vest on April 1, 2002 are one-hundred percent (100%) vested no later than March 1, 2002, or upon expiration of the revocation period set forth in Section 17 below if that period has not expired prior to March 1, 2002, and following EXECUTIVE'S separation from employment with the COMPANY on March 1, 2002.

6. (a) As a further benefit to EXECUTIVE, the COMPANY will pay an out-placement firm mutually agreed upon by EXECUTIVE and the COMPANY to provide EXECUTIVE professional out-placement services commencing not later than March 1, 2002, or upon expiration of the revocation period set forth in Section 17 below if that period has not expired prior to March 1, 2002, and following EXECUTIVE'S separation from employment with the COMPANY on March 1, 2002. EXECUTIVE acknowledges that the COMPANY's obligation is limited to the payment actually provided to the mutually agreed upon out-placement firm for its standard professional out-placement services and assistance as described in materials from that firm, which materials the COMPANY will obtain and shall provide to EXECUTIVE for his consideration upon request.

(b) The COMPANY's Chief Executive Officer shall provide EXECUTIVE with a letter of recommendation for EXECUTIVE's use in seeking future employment. The COMPANY shall provide EXECUTIVE this letter not later than March 1, 2002.

(c) The COMPANY consents to EXECUTIVE maintaining for his own personal use the following COMPANY items, one Palm Pilot and one personal computer including HP printer that currently resides on EXECUTIVE'S desk.

7. EXECUTIVE shall continue to be employed by the COMPANY and shall continue to serve as Senior Vice President-General Manager until March 1, 2002. EXECUTIVE acknowledges and agrees that during his period of ongoing employment with the COMPANY following execution of this Agreement he will carry out his duties to the best of his ability and in conformance with all policies and procedures of the COMPANY. EXECUTIVE further acknowledges and agrees that he will undertake all necessary efforts to effect a professional and effective transition and transfer of his knowledge and experience to the COMPANY or its designee(s) during this time period. EXECUTIVE shall separate from his employment with the COMPANY effective March 1, 2002.

8. With exception of the substitute severance payments described in
Section 3 of this Agreement, the insurance benefits described in Section 4 of this Agreement, the acceleration of Stock Options described in Section 5 of this Agreement, and the outplacement and related job search benefits described in
Section 6 of this Agreement, EXECUTIVE expressly acknowledges that he is not entitled to any payments, benefits, assistance or compensation, in any form for any reason, from the COMPANY other than his regular salary and benefits during his continuation of employment up to March 1, 2002.

9. EXECUTIVE acknowledges that he would not be entitled to the substitute severance payments described in Section 3 of this Agreement, the insurance benefits described in Section 4 of this Agreement, the acceleration of Stock Options described in Section 5 of this Agreement, and the outplacement and related job search benefits described in Section 6 of this Agreement, if he did not enter into this Agreement. COMPANY acknowledges that EXECUTIVE would not otherwise release the potential claims hereinafter set forth but for his receipt of such payments, insurance benefits, acceleration of Stock Options and outplacement and related job search benefits.

10. For and in consideration of the payments described in this Agreement, EXECUTIVE, for himself, and for his heirs, executors, administrators, successors and assigns, knowingly releases and forever discharges the COMPANY from any and all claims, demands, obligations, damages, liabilities and causes of action, including, but not limited to claims and causes of action for wrongful discharge, tort, defamation, breach of any contract (including but not limited to grievances under any applicable collective bargaining agreement) whether express or implied, misrepresentation, breach of the duty of good faith and fair dealing, the negligent or intentional infliction of emotional distress, and causes of action and claims under any and all New York and Connecticut Workers' Compensation statutes or regulations, Title VII of the Civil Rights Act of 1964, 42 U.S.C. sections 2000e et. seq., the Civil Rights Act of 1991, 42 U.S.C. sections 1981, et. seq., Section 1983 of the Civil Rights Act, 42 U.S.C. section 1983, any and all New York and Connecticut Fair Employment Practices and/or Discriminatory Practices statutes and regulations, the Americans with Disabilities Act, 42 U.S.C. sections 12101 et. seq., the Age Discrimination in Employment Act, 29 U.S.C. sections 621 et. seq., the Employee Retirement Income Security Act, 29 U.S.C. sections 1132, et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. sections 2601 et seq., any and all New York and Connecticut Family and Medical Leave statutes or regulations, the Fair Credit Reporting Act, 15 U.S.C. sections 1681, et seq., any and all New York and Connecticut Whistle Blowers' Protection statutes or regulations, any and all New York and Connecticut statutes or regulations concerning the payment of wages, the Fair Labor Standards Act, 29 U.S.C. sections 201 et seq., and all other federal, state and local laws, ordinances or regulations, in law or in equity, which EXECUTIVE now has or ever had against the COMPANY, for any losses, injuries or damages (including but not limited to back pay, front pay, liquidated, compensatory or punitive damages, attorneys' fees and litigation costs), resulting from and/or arising out of or in any way

connected with EXECUTIVE's employment by the COMPANY or his separation from such employment.

11. The COMPANY and EXECUTIVE agree that they will not publish, publicize or disseminate, or cause to be published, publicized or disseminated, in any manner, the terms or contents of this Agreement to any third person, including, but not limited to, any current or former COMPANY employee, except EXECUTIVE's spouse, legal counsel and tax preparer, and as may be required to effectuate the terms of this Agreement.

12. EXECUTIVE and the COMPANY further understand and agree that this Agreement does not constitute any admission by the COMPANY that the COMPANY is in any way liable to EXECUTIVE or that the COMPANY harmed or damaged EXECUTIVE or violated any rights he may have or in any respect treated him unfairly or unlawfully.

13 (a) The COMPANY and EXECUTIVE expressly acknowledge that they will not make any claim or demand and each of them hereby waives any rights any of them may now have or may hereafter have or claim to have, based upon any alleged oral alteration, amendment, modification or any other alleged change in this Agreement; and that the validity, effect and operation of this Agreement shall be determined by the laws of the State of Connecticut; and that there is no written or oral understanding or agreement between them that is not recited herein.

(b) The COMPANY and EXECUTIVE expressly agree and consent to the jurisdiction of a competent court in Connecticut to hear any dispute arising out of this Agreement.

14. Except as provided otherwise in this Agreement, if any of the provisions, terms or clauses of this Agreement are declared illegal, unenforceable or ineffective in a legal forum or by operation of law, those provisions, terms and clauses shall be

deemed severable, such that all other provisions, terms and clauses of this Agreement shall remain valid and binding upon both parties.

15. EXECUTIVE affirmatively states that he has been advised of his right to consult with an attorney in order to consider the provisions of this Agreement, and, specifically with reference to his release of any and all claims under the Age Discrimination in Employment Act, 29 U.S.C. sections 621 et. seq., that he was afforded up to twenty-one (21) days to consult with an attorney and to consider this Agreement, and that if he signs the Agreement prior to the expiration of such twenty-one (21) days, he does so voluntarily and of his own free will.

16. Should EXECUTIVE commence or prosecute any action or proceeding contrary to the provisions of this Agreement, he agrees to indemnify COMPANY for all costs, including court costs and reasonable attorneys' fees, incurred by COMPANY in the defense of such action or in establishing or maintaining the application or validity of this Agreement or the provisions thereof, to the extent allowed by applicable law.

17. This Agreement shall not become effective or enforceable until seven
(7) days following its execution by EXECUTIVE. Prior to the end of this seven-
(7) day period, EXECUTIVE may revoke his assent to this Agreement.

18. COMPANY and EXECUTIVE affirmatively state that they have a full understanding of the contents of the Agreement and the effects thereof, and that they have executed the same voluntarily and of their own free will, without any coercion.

IN WITNESS WHEREOF, the aforementioned parties, intending to be legally bound hereby, have executed this Agreement.

MARK GOEBEL

/s/ Mark Goebel                   Date:     March 1, 2002
----------------------------            ----------------------------------


BART C. SHULDMAN

/s/ Bart C. Shuldman              Date:     March 1, 2002
----------------------------            ----------------------------------

EXHIBIT 10.19

PROMISSORY NOTE

$396,786 July 1, 2001

FOR VALUE RECEIVED, the undersigned, BART C. SHULDMAN (the "Maker"), promises to pay to the order OF TRANSACT TECHNOLOGIES INCORPORATED (the "Lender"), at its office at 7 Laser Lane, Wallingford, Connecticut (the "Holder"), or at such other place as the Holder hereof may designate from time to time, in lawful money of the United States, the principal sum of THREE HUNDRED NINETY SIX THOUSAND, SEVEN HUNDRED EIGHTY SIX DOLLARS ($396,786), together with interest thereon computed. Such new principal amount represents the original loan of $330,000 made on February 23, 1999, plus interest accrued to June 30, 2001.

1. (a) The Maker shall repay the principal amount of this Note, together with accrued interest on February 23, 2004 (the "Maturity Date"), unless the Maturity Date has been advanced pursuant to the terms hereof; provided, however, the Holder, in its sole and absolute discretion, may elect to accelerate the indebtedness of this Note upon the occurrence of an Event of Default (as defined below).

(b) The Maker may prepay all or any part of the amounts outstanding under this Note at any time and from time to time without premium or penalty.

(c) Only such amounts advanced to the undersigned (less repayments, if any), together with (a) interest thereon, (b) all taxes levied or assessed against the Holder on this Note or the debt evidenced hereby, except for income or other similar taxes, however designated, on income derived by the Holder herefrom, and (c) all costs, expenses, attorneys' fees and professionals' fees incurred by the Holder in (i) any action to collect this Note or to foreclose any security for this Note, or (ii) in protecting or sustaining the lien of any security, or (iii) in any litigation or controversy arising from or connected with any security agreement or this Note, shall be deemed due hereunder.

2. (a) Interest under this Note shall accrue hereunder at a variable rate per annum that is the greater of (i) the average interest rate paid by the Company during the Company's immediately preceding fiscal year, as calculated under the Lender's credit facility with its primary lender (currently LaSalle Business Credit), and which rate shall be subject to adjustment as and when adjusted under the terms of such credit facility or any replacement credit facility or (ii) the Applicable Federal Rate published by the Internal Revenue Service each month in the Internal Revenue Bulletin during the term of this Note (the "Note Rate"). Interest shall be due and payable annually in arrears on the fifteenth (15th) day of March. The Company shall timely notify the Maker of the applicable rate for each payment to permit the Maker to remit payment in compliance with this Section 2.

(b) The Maker agrees that the interest rate shall increase by 2% per annum above the Note Rate from and after the date of an Event of Default or after maturity, by acceleration or otherwise, or judgment, and such additional rate shall remain in effect until all unpaid principal and interest are satisfied in full.

(c) Notwithstanding any provisions of this Note, the maximum rate of interest to be paid hereunder shall not exceed the maximum rate of interest permissible to be charged by the Holder under applicable laws. Any amount paid in excess of such rate shall be considered to have been payments in reduction of principal.

3. Term of the Note. The term of the Note shall be the indicated Maturity Date; provided that the Maturity Date shall be affected by the termination of employment, disability or death of the Maker as follows:

(a) In the event that (i) the Maker's employment with the Company is terminated for Cause as that term is defined in any employment agreement between the Maker and the Company in effect on the date of such termination or (ii) the Maker voluntarily terminates his employment with the Company, the Maturity Date of the Note shall be advanced to the date that is six months after the date of such termination.

(b) In the event that the Maker's employment with the Company is terminated by the Company without Cause or in the event of the Maker's disability, in each case as defined in any employment agreement between the Maker and the Company in effect on the date of such termination or disability, or in the event of the Maker's death, the Maturity Date of the Note shall remain unaffected.

4. The Maker agrees that (i) if Maker shall fail to make any of the payments required herein and fails to remedy such failure within thirty (30) days, (ii) if Maker shall suffer or permit the filing by or against him of any petition for relief, arrangement, reorganization or the like under any bankruptcy or insolvency law, make an assignment for the benefit of creditors or suffer or permit the appointment of a receiver for any party of his property;
(iii) if any Event of Default shall occur under any agreement securing this Note or executed in connection with this Note; or (iv) if any Event of Default shall occur under any other liability, indebtedness or obligation of the Maker to the Holder (each of the events and circumstances in (i), (ii), (iii) and (iv) being an Event of Default), then, upon the happening of any such Event of Default, the entire indebtedness with accrued interest due under this Note and all other expenses, including, but not limited to, attorneys' fees incurred by the Holder in collecting or enforcing payment hereof, shall accelerate and become immediately due and payable at the option of the Holder without notice and without regard to the Maturity Date and the Holder may proceed to exercise any rights or remedies that it may have by law or at equity under this Note or any other agreement relating to the loan evidenced by this Note.

5. Failure of the Holder to exercise its option to accelerate the indebtedness of this Note shall not constitute a waiver of the Holder's right to exercise the same in the event of any subsequent Event of Default.

6. Unless applicable law provides otherwise, all payments received by the Holder under this Note shall, at the option of the Holder, be applied (a) to the then outstanding charges and expenses incurred by the Holder in sustaining and/or enforcing this Note or any security granted for this Note; then (b) to any unpaid and accrued interest; and finally, (c) to the outstanding principal indebtedness.

7. The Holder's failure to insist upon the strict performance of any term herein shall not be deemed to be a waiver, and the Holder shall retain the right thereafter to insist upon strict performance by the Maker of all terms of this Note or any agreement securing this Note or executed in connection herewith.

8. All amounts due under this Note are secured by the Maker's pledge to the Lender of shares of the Lender's common stock described in and pursuant to a Stock Pledge Agreement between the Maker and the Lender and dated the date hereof.

9. THE MAKER ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION AND WAIVES HIS RIGHTS TO NOTICE AND HEARING AS ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER MAY DESIRE TO USE. THE MAKER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THIS NOTE, AND ALL RIGHTS UNDER ANY STATUTES OF LIMITATIONS. THE MAKER ACKNOWLEDGES THAT HE MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY AND ONLY AFTER CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH HIS ATTORNEYS.

10. THE MAKER WAIVES TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTION OF WHICH THIS NOTE IS A PART AND/OR TO THE DEFENSE OR ENFORCEMENT OF ANY OF THE HOLDER'S RIGHTS AND REMEDIES, INCLDUING, WITHOUT LIMITATION, TORT CLAIMS. THE MAKER ACKNOWLEDGES THAT HE MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY AND ONLY AFTER CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH HIS ATTORNEYS.

11. This Note and the provisions hereof shall inure to the benefit of the Holder, its successors and assigns and shall be binding upon the undersigned, his heirs, executors, administrators and assigns.

12. This Note shall be governed by and construed in accordance with the laws of the State of Connecticut. The Maker submits to personal jurisdiction in the State of Connecticut for the enforcement of the Maker's obligations hereunder and under any agreement securing this Note, and the Maker waives all rights under the laws of any other state to object to jurisdiction within the State of Connecticut. If litigation is commenced, the Maker agrees that service of process may be made and personal jurisdiction over the Maker obtained, by service of a copy of the summons, complaint and other pleadings required to commence such litigation upon the Maker by registered or certified mail to or by personal service at the last known address of the Maker.

/s/ Bart C. Shuldman
    ------------------------------------
    BART C. SHULDMAN

EXHIBIT 10.21

Oki Data Americas, Inc.

OEM PURCHASE AGREEMENT

Transact Technologies Inc., with a location at 7 Laser Lane, Wallingford, CT 06492 (hereinafter "Customer") agrees to purchase and Oki Data Americas, Inc., with a location at 2000 Bishops Gate Boulevard, Mt. Laurel, New Jersey 08054-4620 (hereinafter "Oki Data") agrees to sell the Product(s), in the quantity specified in the annexed Exhibit A (the Specified Quantity), at the prices set forth in that Exhibit A and upon the terms and conditions set forth herein. "Products" as used herein and throughout the Agreement pertain to printer kits which will be further modified by Customer to create Customer's end product for resale

1. TERM OF AGREEMENT

The term of this Agreement shall be two (2) years commencing on June 8, 2001 (the Effective Date). Orders placed during this twenty-four (24) month ordering period must be scheduled for delivery within thirty (30) months of the Effective Date.

2. CUSTOMER ORDERS

Purchases by Customer will be by individual written Customer purchase orders made during the term of this Agreement issued to and accepted by Oki Data. Each purchase order, subject to the conditions set forth in Paragraph 4 below, shall set forth the desired delivery schedule for each Product.

3. QUANTITY OF PRODUCT

During the term of this Agreement, Customer anticipates purchasing a total quantity of fifty thousand ( 50,000 ) units of Product over the term of the Agreement.

4. PRICES

A. The unit price for the Specified Quantity and any quantity in excess thereof purchased by Customer shall be as set forth in Exhibit A. Prices will be firm through March 31, 2001. The parties agree to meet mid October of 2001 to discuss pricing which will become effective for purchases after March 31,

2001.

B. Oki Data warrants that the prices, terms and conditions offered under this Agreement are no less favorable than those offered to other OEM customers buying similar products in similar quantities.

C. Should Oki Data decrease the price of like products to its other OEM customers, any such decrease will be passed on to the Customer to the extent that Oki Data offers the same price reduction to its other customers, procuring the same volumes and who are similarly situated. Price decreases do not include marketing programs or price changes that Oki Data may offer through its other channels of distribution, including, but not limited to, spiffs, rebates, one time offers and or marketing incentives.

5. RESCHEDULING OF DELIVERIES

Deliveries pursuant to each purchase order shall be scheduled to commence no earlier than one hundred and twenty (120) days after receipt of such purchase order by Oki Data. With respect to any Product on any single purchase order, Customer may, by issuing a written amendment to that purchase order, and upon the following conditions, reduce the quantity of the Product to be delivered in accordance with the purchase order delivery schedule:

(i) There has been no prior reduction in delivery of that Product on that purchase order. A new delivery schedule will be set forth in the amendment for Products deleted from the original delivery schedule of the purchase order.

(ii) A maximum reduction of seventy-five percent (75%) of the quantity may be made provided the written amendment is received by Oki Data more than sixty (60) days prior to the scheduled delivery.

(iii) A maximum reduction of fifty percent (50%) of the quantity may be made provided the written amendment is received by Oki Data more than thirty (30) days prior to the scheduled delivery.

(iv) Any attempted reduction exceeding the quantities set forth in this Paragraph 5, and any attempted reduction made within sixty (60) days prior to the scheduled delivery may, at the option of Oki Data, be treated as a cancellation, effective on the date of Oki Data's receipt of the amendment to the purchase order, and Customer shall pay the cancellation charges set forth in the Paragraph 6 below.

   Cancellation Notice
   Received By Oki Data              Cancellation Charge
Excess of sixty (60) days.           No charge.

31 to 60 days prior to               Ten (10%) percent of the
originally scheduled                 Specified Quantity price.
delivery date.

Cancellation notices received within the thirty (30) day period prior to the originally scheduled delivery or attempted cancellation of a previously rescheduled deliveries will be void and of no force and effect, and Customer will be liable for the full unit price of each Product.

7. CUSTOMER FORECASTS

Once each month, at the end of the third week of each month, Customer will furnish to Oki Data a written non-binding forecast of its requirements for the Product(s) and ribbons for the ensuing one hundred eighty (180) days.

8. PAYMENT

A. Payment shall be made within thirty (30) days from the date of invoice. Interest shall accrue thereafter at the rate of one and one-half (1 1/2%) percent per month on the unpaid balance.

B. Prices are exclusive of any sales, use, property, and like taxes. Any such tax Oki Data may be required to collect or pay upon the sale or delivery of the Products shall be promptly reimbursed by Customer.

9. PATENT INDEMNITY

A. Oki Data shall defend or settle any suit or proceeding brought against Customer to the extent that such suit or proceeding is based on a claim that Products manufactured to Oki Data's design and purchased hereunder constitute an infringement of an existing United States Patent, copyright, or other intellectual property right provided Oki Data is notified promptly in writing and given complete authority, information and assistance required for defense of same, and Oki Data shall pay all damages and costs awarded as a result thereof against Customer. Oki Data, however, shall not be responsible for any cost, expense, or compromise incurred or made by Customer without Oki Data's prior written consent.

B. In the event any Product furnished hereunder is, in Oki Data's opinion, likely to or does become the subject of a claim of infringement of a patent, Oki Data may, at its option and expense, procure for Customer the right to continue using the Product, replace same with a non-infringing Product of similar capability, or modify the Product so it becomes non-infringing. If, in Oki Data's opinion, none of the foregoing alternatives is reasonably available to Oki Data, Oki Data may terminate this Agreement forthwith by written notice to Customer and, upon return or disposal of the Product in accordance with the written instructions of Oki Data, refund the price paid by Customer, less straight line depreciation on the basis of a five (5) year life of the Product.

C. Oki Data shall have no responsibility or liability for any claim of infringement (i) arising out of the use of its Products in combination with non-Oki Data products, or (ii) if such infringement arises out of Product manufactured to Customer's design, or (iii) if such infringement arises as a result of a customer modification to the Product.

D. The foregoing states the entire liability of Oki Data with respect to infringement of any patent by the Products of Oki Data or any parts thereof and, anything herein to the contrary notwithstanding, Oki Data's liability to Customer hereunder shall in no event exceed the total price plus taxes and other associated charges paid to Oki Data by Customer for each infringing Product purchased pursuant to this Agreement.

10. TERMINATION

This Agreement may be terminated or canceled as follows:

A. By either party at any time if the other party violates any provision of this Agreement. The defaulting party shall have a period of thirty (30) days from the date of receipt of written notice from the non-defaulting party describing the fact and nature of the default within which to remedy the default. Should Customer be the defaulting party, Oki Data, during the aforesaid thirty (30) day period, shall be relieved of any obligations imposed on it by this Agreement until the default is cured. The termination shall become effective at the end of the thirty (30) day period if the defaulting party has failed to remedy the default.

B. If either party (i) admits in writing its inability to pay its debts generally as they become due, or (ii) makes an assignment for the benefit of its creditors, or (iii) institutes or consents to the filing of a petition in bankruptcy, whether for reorganization or liquidation, under federal or similar applicable state laws, or (iv) is adjudged bankrupt or insolvent by a court having jurisdiction, then in either of such events, the other party may, by written notice, immediately terminate this Agreement.

C. Customer's obligation to pay for all Products received by it hereunder shall survive termination of this Agreement. Moreover, should termination be effected by Oki Data for any of the reasons set forth in this Paragraph10, Customer shall be liable for the undelivered quantity of Products to the same extent as if Customer had canceled deliveries pursuant to Paragraphs 5 or 6 above, at Oki Data's option.

11. SHIPPING AND RISK OF LOSS

All prices are F.O.B. Oki Data's facilities, Mt. Laurel New Jersey. Oki Data will package the Products in accordance with accepted standard commercial practices for normal shipment considering the type of Product involved and the normal risks encountered in shipments. Customer shall designate the method of shipment on each individual purchase order issued against this Agreement. Oki Data shall arrange for shipment by the designated method. All transportation charges are freight collect.

12. LIMITATION OF LIABILITY

In no event will Oki Data be liable for loss of profits or incidental, special, or consequential damages arising out of any breach of obligations under this Agreement, nor will Oki Data be liable for any damages caused by delay in delivery of the Products

being purchased hereunder.

13. VALUE ADDED

Customer warrants and represents that the Products purchased hereunder are for use and resale by Customer as part of, or as accessories to, equipment manufactured or assembled by Customer, or are modified by Customer so as to change the Products normal functionality from that Product as sold to Customer by Oki Data.

14. EXPORT RESTRICTIONS

Customer warrants that it shall not at any time make or permit any export or reexport of Oki Data Products directly or indirectly to any country, without full compliance with United States export laws and regulations as issued by the United States Department of Commerce, Office of Export Administration, as amended from time to time, as those laws and regulations apply to Oki Data Products, and all other things delivered to, or derived from things delivered to, Customer under the OEM Purchase Agreement. Customer's failure to comply with the requirements of this paragraph constitutes an event of default giving Oki Data the right to terminate the OEM Purchase Agreement immediately.

15. CONFIDENTIALITY AND PROPRIETARY RIGHTS

Each party (including its agents and employees) warrants that it shall not disclose to any third party, or use or reproduce for any purpose whatsoever the Intellectual Property of the other party, and shall treat as proprietary the other parties , trade secrets, technical data, methods, processes or procedures or any other confidential, financial, or business information or data obtained from the other party which the receiving party has access to or becomes aware of during the course of its performance of the OEM Purchase Agreement, without the prior written consent of the disclosing party.

Nothing herein shall limit Customer's use or dissemination of information not derived from Oki Data, or any information that was, or subsequently has been, made public by Oki Data. This obligation shall survive the cancellation or other termination of the OEM Purchase Agreement.

16. WARRANTY

All Products purchased under this Agreement are sold without warranty. Receiving

inspection quality issues will be addressed between the parties.

17. SPARE PARTS

A. Spare parts, and the prices therefor, for Products purchased hereunder shall be listed in Oki Data's Suggested End-User Price List issued from time to time by Oki Data. Suitable spare parts will be available for a period of seven (7) years from the date of last delivery under this Agreement and may be purchased by the issuance of a Customer purchase order acceptable to Oki Data. If Customer requires spare parts after they are no longer available from Oki Data, Oki Data will provide available drawings or purchase specifications to assist Customer in obtaining the products from other sources. The documentation to be supplied will be that documentation as is in existence at that time.

B. The minimum spare parts order is fifty dollars ($50.00).

C. Spare parts for the Products and their prices will be listed in the Recommended end user Spare Parts List (RSPL) which will be issued from time to time by Oki Data. Effective October 1, 2001, spare parts pricing will go from fifty (50%) percent off list price to forty (40%) percent off list price with exception of the following spare parts for which the discount will remain at fifty (50%) percent off list price; part number 55080201, main control board, M90 serial; and part number 40140601, M150 Serial I/F board; and, part number 40297801, M150 Parallel I/F board.

D. Ribbons and manuals have special pre-discounted prices and are therefor not subject to the above discount. Purple ribbon part number 52108701 is $* each, and the black ribbon part number 52109401 is $* each.

E. The aforementioned pricing, as contained in this paragraph 17 will remain in effect until March 31, 2002.

18. GENERAL PROVISIONS

A. All notices required to be given hereunder will be sent by registered or certified mail, return receipt requested, postage prepaid or by prepaid overnight courier, forwarded to the appropriate party at the address shown below, or at such other addresses as that party may, from time to time, advise in writing, and which have been received in the ordinary course of post.

* Confidential treatment requested

B. Neither party shall have the right to assign its rights or obligations under this Agreement except with the written consent of the other party, provided, however, that a successor in interest by merger, by operation of law, or by assignment, purchase of otherwise of the entire business of either party, shall acquire all interest of such party hereunder. Any prohibited assignment shall be null and void.

C. The failure of either party to enforce at any time the terms, conditions, requirements, or any other provisions of this Agreement shall not be construed as a waiver by such party of any succeeding non-performance of the same term, condition, requirement or any other provision of this Agreement.

D. The headings of paragraphs contained herein are for convenience and reference only and are not a part of this Agreement, nor shall they in any way affect the interpretation thereof.

E. The parties agree that if any portion of this Agreement shall be held illegal and/or unenforceable, the remaining portions of this Agreement shall continue to be binding and enforceable provided that the effectivity of the remaining portion of this Agreement would not defeat the overall business intent of the parties, or give one party any substantial financial benefit to the detriment of the other party.

F. This Agreement and its appendices shall be governed by the laws of the party against whom a claim is being made in any dispute, or if such claim is made in litigation, by the laws of the state of the defendant.

G. This Agreement constitutes the entire Agreement between the parties and supersedes all prior discussion either oral or in writing.

H. The terms and conditions of this Agreement will prevail notwithstanding any variance with the terms and conditions of any order or release submitted by Customer, or any release acknowledgment returned by Oki Data. Except as expressly set forth in this Agreement, this Agreement shall not be deemed, or construed to be, modified, amended, rescinded, or canceled in whole or in part, except by written amendment executed by the parties hereto.

I. EXHIBIT A, PRICES attached hereto, are hereby incorporated herein by this reference.

IN WITNESS WHEREOF, the parties hereto have set their names on the dates hereinafter set forth.

Transact Technologies, Inc.             Oki Data Americas, Inc.


/s/ Bart C. Shuldman                       /s/ David L. Vaughn
----------------------------------      ----------------------------------------
Signature                               Signature

Bart C. Shuldman                        David L. Vaughn
----------------------------------      ----------------------------------------
Name                                    Name

Chairman and CEO                        Sr. Manager, Legal Affairs
----------------------------------      ----------------------------------------
Title                                   Title

June 21, 2001                           June 26, 2001
----------------------------------      ----------------------------------------
Date                                    Date

OKIDATA KIT           PART NUMBER           MINIMUM ORDER           NEW PRICING
    M90                58238101                  500                    $*

   M150P               40248402                  500                    $*

   M150S               40248401                  500                    $*

   M172P               58221401                  500                    $*

   M172S               58221501                  500                    $*

 ML172IGT              40248403                  500                    $*

The pricing table above is effective for orders for delivery after December 8, 2001 through March 31, 2002.

* Confidential treatment requested.

EXHIBIT 10.25

AMENDMENT NO. 2

TO

LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NO. 2 ("Amendment") is entered into as of December 21, 2001, by and among TransAct Technologies Incorporated, a Delaware corporation having its principal place of business at 7 Laser Lane, Wallingford, Connecticut 06492 ("Borrower"), LaSalle Business Credit, Inc. having its principal place of business at 135 South LaSalle Street, Chicago, Illinois 60603 with an office located at 565 Fifth Avenue, New York, New York 10017 ("LaSalle"), the undersigned financial institutions (each individually a "Lender" and, collectively, "Lenders") and LaSalle as agent for the Lenders (LaSalle, in such capacity, "Agent").

BACKGROUND

Pursuant to a Loan and Security Agreement dated as of May 25, 2001, (as the same has been and may further be amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") by and among Borrower, Agent and Lenders, Agent and Lenders provide Borrower with certain financial accommodations.

Borrower has requested that, among other things, Agent and Lenders
(i) amend certain financial covenants contained in the Loan Agreement and (ii) amend certain other provisions of the Loan Agreement and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrower by Agent and Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

2. Amendment to Loan Agreement. Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:

(a) Paragraph 1(a) is hereby amended as follows:

(i) the following defined term is hereby added in its appropriate alphabetical order:

"Amendment No. 2" shall mean Amendment No. 2 to this Agreement dated as of December 21, 2001.

"Amendment No. 2 Effective Date" shall mean the date on which all of the conditions precedent contained in Section 4 of Amendment No. 2 shall have been satisfied.

"Miscellaneous Charges" shall mean the sum of (a) the aggregate amount of restructuring charges incurred by Borrower in connection with the closing of Borrower's plant in Wallingford, Connecticut during the Fiscal Year ending December 31, 2001, plus (b) the aggregate amount of charges incurred by Borrower in connection with the discontinuance of the product line consisting of model 181 front exit thermal printers during the Fiscal Year ending December 31, 2001.

(ii) the following defined term is hereby amended in its entirety to provide as follows:

"EBITDA" shall mean, with respect to any applicable fiscal period, the following for Borrower on a consolidated basis, each calculated for such period: net income before taxes for such period (excluding pre-tax gains or losses on the sale of assets (other than the sales of Inventory in the ordinary course of business) and excluding other pre-tax extraordinary gains), plus interest expense, depreciation, amortization and other non-cash charges deducted in determining net income for such period, plus the Miscellaneous Charges, minus interest income calculated in determining net income for such period.

(iii) the defined term "Wallingford Restructuring Charges" is hereby deleted in its entirety.

(b) Paragraph 15(p) is hereby amended in its entirety to provide as follows:

"(p) Borrower on a consolidated basis shall maintain and keep in full force and effect each of the financial covenants set forth below. The calculation and determination of each such financial covenant, and all accounting terms contained therein, shall be so calculated and construed in accordance with GAAP, applied on a basis consistent with the financial statements of Borrower delivered on or before the Closing Date:

(i) Tangible Net Worth. Borrower on a consolidated basis shall maintain as of the end of each month a Tangible Net Worth of not less than the amount set forth below shown opposite such month:

          MONTH ENDED                               TANGIBLE NET WORTH
       December 31, 2001                               $8,900,000

        March 31, 2002                  The difference of (A) the Tangible Net
                                        Worth as of the Fiscal Year ending
                                        December 31, 2001 as calculated based on
                                        the 2001 Annual Financial Statements
                                        minus (B) $750,000 (the difference of
                                        (A) and (B), the "Base Amount")

April 30, 2002 and each month           The sum of (A) the Base Amount plus (B)
thereafter (each such month,            an aggregate amount equal to eighty five
the "current month")                    percent (85%) of the cumulative net
                                        income after taxes of Borrower on a
                                        consolidated basis for the period
                                        commencing on April 1, 2002 through and
                                        including the last day of the current
                                        month, provided, however, that such
                                        cumulative amount shall not be reduced
                                        by the amount of any net loss before
                                        taxes of Borrower on a consolidated
                                        basis for any preceding month.

(ii) Fixed Charge Coverage Ratio. Borrower on a consolidated basis shall maintain as of the end of each month a Fixed Charge Coverage Ratio of not less than the ratio set forth below shown opposite such month with respect to the twelve (12) months then ended, provided that the applicable period being tested on the month ending (i) June 30, 2002 shall be for the six month period then ended, (ii) July 31, 2002 shall be for the seven month period then ended,
(iii) August 31, 2002 shall be for the eight month period then ended, (iv) September 30, 2002 shall be for the nine month period then ended, (v) October 31, 2002 shall be for the ten month period then ended and (vi) November 30, 2002 shall be for the eleven month period then ended:

      MONTH ENDED                     FIXED CHARGE COVERAGE RATIO
     June 30, 2002                            1.0 to 1.0

     July 31, 2002                            1.25 to 1.0

    August 31, 2002                           1.25 to 1.0

September 30, 2002 and                        1.5 to 1.0
 each month thereafter

(iii) Capital Expenditures. Borrower on a consolidated basis shall not make Capital Expenditures of an aggregate amount of more than (x) two million two hundred thousand dollars ($2,200,000) during the Fiscal Year ending December 31, 2001 and (y) two million five hundred thousand dollars ($2,500,000) during any Fiscal Year thereafter.

(iv) Minimum Consolidated EBITDA. Borrower on a consolidated basis shall maintain EBITDA of not less than the amounts set forth below shown opposite such month with respect to the twelve (12) months then ended, provided that the applicable period being tested on the month ending (i) January 31, 2002 shall be for the one month period then ended, (ii) February 28, 2002 shall be for the two month period then ended, (iii) March 31, 2002 shall be for the three month period then ended, (iv) April 30, 2002 shall be for the four month period then ended, (v) May 31, 2002 shall be for the five month period then ended, (vi) June 30, 2002 shall be for the six month period then ended, (vii) July 31, 2002 shall be for the seven month period then ended, (viii) August 31, 2002 shall be for the eight month period then ended, (ix) September 30, 2002 shall be for the nine month period then ended, (x) October 31, 2002 shall be for the ten month period then ended and (xi) November 30, 2002 shall be for the eleven month period then ended:

       MONTH ENDED                     MINIMUM CONSOLIDATED EBITDA
    January 31, 2002                           ($500,000)

    February 28, 2002                          ($315,000)

     March 31, 2002                             ($50,000)

     April 30, 2002                             $125,000

      May 31, 2002                              $300,000

      June 30, 2002                             $715,000

      July 31, 2002                            $1,175,000

     August 31, 2002                           $1,375,000

   September 30, 2002                          $1,765,000

    October 31, 2002                           $1,850,000

    November 30, 2002                          $2,000,000

    December 31, 2002                          $2,175,000"
and each month thereafter

3. Amendment Fee. On the Amendment No. 2 Effective Date, Borrower shall pay Agent for the benefit of Lenders an amendment fee of $5,000 (the "Amendment Fee"). The Amendment Fee shall be deemed fully earned on the Amendment No. 2 Effective Date and shall not be subject to reduction, rebate or proration whatsoever. Borrower hereby authorizes Agent to automatically charge Borrower's loan account with Agent for the Amendment Fee on the Amendment No. 2 Effective Date.

4. Conditions of Effectiveness. This Amendment shall become effective as of the date hereof when and only when Agent shall have received in form and substance satisfactory to Agent and its counsel (i) four (4) copies of this Amendment executed by Borrower and consented and agreed to by TransAct.com, TransAct UK and TransAct Barbados as Guarantors and (ii) such other certificates, instruments, documents, agreements and opinions of counsel as may be required by Agent or its counsel, each of which shall be in form and substance satisfactory to Agent and its counsel.

5. Representations and Warranties. Borrower hereby represents and warrants as follows:

(a) This Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their respective terms.

(b) Upon the effectiveness of this Amendment, Borrower hereby reaffirms all covenants, representations and warranties made in the Loan Agreement to the extent the same are not amended hereby and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

(c) After giving effect to this Amendment, no Event of Default or Default has occurred and is continuing or would exist.

(d) Borrower has no defense, counterclaim or offset with respect to the Loan Agreement.

(e) The chief executive office of Borrower is 7 Laser Lane, Wallingford, Connecticut 06492.

6. Effect on the Loan Agreement.

(a) Upon the effectiveness of Section 2 hereof, each reference in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.

(b) Except as specifically amended herein, the Loan Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or Lenders, nor constitute a waiver of any provision of the Loan Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.

7. Governing Law. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York.

8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

9. Counterparts; Facsimile. This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same agreement. Any signature delivered by a party hereto by facsimile shall be deemed to be an original signature hereto.

[Signature Page to Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.

TRANSACT TECHNOLOGIES INCORPORATED,
as Borrower

By: /s/ Richard L. Cote
    ------------------------------------
    Name:  Richard L. Cote
    Title: Executive Vice President and
           CFO

LASALLE BUSINESS CREDIT, INC., as Agent
and Lender

By: /s/ Daniel Maresca
    ------------------------------------
    Name:  Daniel Maresca
    Title: First Vice President

CONSENTED AND AGREED TO:

TRANSACT.COM, INC., as Guarantor

By: /s/ Bart C. Shuldman
    ------------------------------------
    Name:  Bart C. Shuldman
    Title: President

TRANSACT TECHNOLOGIES LIMITED, as Guarantor

By: /s/ Bart C. Shuldman
    ------------------------------------
    Name:  Bart C. Shuldman
    Title: Director

TRANSACT TECHNOLOGIES INTERNATIONAL LTD., as Guarantor

By: /s/ Richard L. Cote
    ------------------------------------
    Name:  Richard L. Cote
    Title: President