THIS MANUFACTURE AND SUPPLY AGREEMENT (the "Agreement") is made by and between Ithaca Peripherals ("Ithaca"), a division of Magnetec Corporation, a Connecticut corporation and a wholly owned subsidiary of TransAct Technologies Incorporated, a Delaware corporation ("TransAct"), and Ultimate Technology Incorporated, a New York corporation ("Ultimate").

WHEREAS, Ithaca manufactures POS printers and Ultimate wishes to purchase POS printers from Ithaca, and Ithaca wishes to provide the POS printers to Ultimate, all on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto hereby agree as follows:

During the term of this Agreement, Ithaca will manufacture and sell to Ultimate and Ultimate will purchase from Ithaca, subject to the terms and conditions contained herein, no less than __ of Ultimate's total requirements for POS printers, calculated on a unit basis (the "Required Percentage"). The POS printers will be manufactured and supplied to Ultimate pursuant to written purchase orders submitted by Ultimate to Ithaca from time to time which, promptly upon receipt, will be acknowledged and accepted or rejected by Ithaca pursuant to article 4.2 of this Agreement.

2.1 In consideration for Ultimate's purchase of the Required Percentage, Ithaca shall sell POS printers to Ultimate at prices equal to the discount from Ithaca's published list prices as set forth on EXHIBIT 2.1 attached hereto. Ithaca will sell to Ultimate options, accessories and supplies at Ithaca's published maximum discounts and will sell spare parts at a 20% discount from Ithaca's list prices for spare parts, subject to adjustment by mutual agreement on a case by case basis. Ithaca retains the right to increase its list prices from time to time in its sole discretion, but agrees that during the term of this Agreement no other distributor of Ithaca products whose volume of POS printer purchases is greater than 1,000 units per year will receive discounts greater than the discounts provided to Ultimate.

2.2 Ultimate shall provide to Ithaca, no more than thirty (30) days after the end of a quarter, a quarterly report of all POS printers purchased by Ultimate from all sources in the quarter just ended. In order to confirm that Ultimate is fulfilling its obligations under this Agreement, Ithaca and its representatives shall have the right, upon reasonable notice and during normal business hours, to have access to Ultimate's purchasing and related records and to otherwise conduct a reasonable audit of Ultimate's purchases of POS printers. The cost of any such audit shall be paid by Ithaca unless an audit reveals that Ultimate is not purchasing the Minimum Percentage, in which case Ultimate shall reimburse Ithaca for the full cost of such audit.

The term of this Agreement shall commence as of the effective date of the Registration Statement on Form S-1 of TransAct Technologies Incorporated (Registration No. 333-06895) and ending on December 31, 1999.

4.1 Beginning on September 28, 1996 and thereafter on or before the last day of every accounting month, Ultimate shall provide Ithaca with a written estimate in the form attached hereto as EXHIBIT 4.1.

4.2 Purchase orders for POS printers shall reference this Agreement and be submitted by Ultimate on its regular purchase order forms. Purchase orders will be deemed accepted by Ithaca unless rejected in writing by Ithaca specifying the reasons for rejection within fourteen (14) calender days after receipt of the purchase order. Purchase orders may be rejected by Ithaca if a purchase order (i) does not comply with the terms and conditions of this Agreement, or (ii) proposes new or additional terms that are not acceptable to Ithaca or requires modifications to the POS printers which Ithaca, in its sole discretion, is unwilling to make. The delivery date, quantity, payment terms and other terms and conditions of sale set forth in any such purchase order shall, to the extent not inconsistent with this Agreement, govern.

4.3 Unless otherwise agreed, purchase orders shall specify a delivery date with the normal lead time of forty-five (45) days. If no lead time is specified, the POS Printers will be delivered within forty-five (45) days of Ithaca's receipt of the purchase order.

4.4 Expedited delivery will be available for an additional charge to be agreed to by Ithaca and Ultimate on a case by case basis.

4.5 Title to the equipment shall pass to Ultimate only upon Ithaca's receipt of payment of the full purchase price. Ithaca warrants title to be clear, free and unencumbered. Ithaca reserves, and Ultimate hereby grants to Ithaca, a purchase money security interest in each unit of the equipment in the amount of its purchase price, and such security interest shall be satisfied by payment in full of the purchase price. Ithaca may file a financing statement with any appropriate state or local authorities in order to perfect Ithaca's security interest. Ultimate hereby appoints Ithaca as its agent and attorney in fact with full power to sign in Ultimate's name any financing statements. No authorization is given to resell any unit of equipment or sublicense any program unless the price, charge or fee shall have been paid to Ithaca, or unless Ultimate has protected Ithaca's security interest by the appropriate filings otherwise.

4.6 In the event Ultimate (a) cancels any order or portion thereof, (b) fails to meet any obligation hereunder, causing cancellation or rescheduling of any order or portion thereof, or (c) requests a rescheduling of scheduled orders and such request is accepted by Ithaca, Ultimate agrees to pay to Ithaca cancellation or rescheduling charges based on a percentage of the current price to Ultimate of the cancelled or rescheduled POS printers. Such changes are as follows:

Cancellation or Reschedule        Reschedule              Cancellation
- --------------------------        ----------              ------------
     Notice Received                Charge                   Charge
     ---------------                ------                   ------

61-90 days prior to                   5%                 10% or $200 whichever
scheduled delivery month                                 is greater

31-60 days prior to                  10%                 15% or $200 whichever
scheduled delivery month                                 is greater

30 days or less prior to             15%                 Non-cancelable
scheduled delivery month

During scheduled delivery         Non-reschedulable     Non-cancelable
month

The third request for rescheduling an order constitutes an automatic cancellation of that order. Ultimate may not cancel or reschedule any order or portion thereof after delivery.

Ithaca may issue invoices no earlier than the shipping date of the POS printers. Payment will be made within thirty (30) calender days of the date of shipment.

Ithaca shall provide warranties on the POS printers as set forth in its warranty policy, as in effect from time to time. A copy of Ithaca's current warranty policy is attached as SCHEDULE 6 hereto. Ithaca reserves the right to revise its warranty policy from time to time, and shall promptly provide any revisions to Ultimate.

7. CORPORATE AUTHORIZATION. Ithaca and Ultimate each represent to the other that: (a) it has the right to enter into this Agreement; (b) all necessary actions, corporate and otherwise, have been taken to authorize the execution and delivery of this Agreement and the same is a valid and binding obligation of such party; (c) all licenses, consents and approvals necessary to carry out all of the transactions contemplated in this Agreement have been obtained by such party; and (d) such party's performance of this Agreement will not violate the terms of any license, contract, note or other obligation to which such party is a party.

This Agreement may not be amended or modified, nor any of its terms waived, except by a written instrument duly executed by the parties hereto. When used herein, the term "Agreement" will include any amendments or modifications made in accordance herewith. A waiver by either party of a breach of any provision of this Agreement by the other party, or any right hereunder, will not operate to waive or excuse any subsequent breach or waive any other right.

This Agreement may not be assigned or transferred by either Party hereunder without prior written consent of the non-assigning party.

Any notice or other communication required or permitted hereunder will be in writing and will be given (i) by delivery in person, (ii) by certified mail, return receipt requested, (iii) by commercial overnight courier, or (iv) by facsimile transmission (telecopy) (with telephone confirmation of receipt), as follows:

(a) If to Ithaca, to:

Ithaca Peripherals, a division of Magnetec Corporation 20 Bomax Drive Ithaca, NY 14850 Attention: Lucy H. Staley, Senior Vice President Telecopy number: (607) 257-8922 Telephone number: (607) 257-8901

(b) If to Ultimate, to:

Ultimate Technology Corporation 6280 Route 96 East Victor, NY 14564 Attention: Dennis Lewis, President Facsimile number: (716) 924-1434 Telephone number: (716) 924-9500

Any such notice or other communication will be deemed to have been given (i) on the date of delivery in person, (ii) on the fifth day after mailing by certified mail, provided that receipt of delivery is confirmed in writing, (iii) on the first Business Day following delivery to a commercial overnight courier, or (iv) on the day of facsimile transmission (telecopy) provided that telephone confirmation of receipt is obtained.

This Agreement will be governed by the laws of the State of Connecticut without reference to its conflict of laws rules.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof will be settled by arbitration in accordance with the Rules of the American Arbitration Association. The

number of arbitrators will be one. The place of arbitration will be Hartford, Connecticut, or at such other place as the parties may mutually agree in writing. The award or determination made by the arbitrators will be final and binding upon the parties and judgment thereon may be entered in any court of competent jurisdiction. The parties consent to and accept the jurisdiction of such courts and waive any objection (including any objection to venue or any objection based upon the grounds of forum non convenience) which might be asserted to the entering of the judgment in such courts.

13.1 This Agreement and the obligations of the parties hereunder will terminate upon the expiration of the term set forth in SECTION 3 or earlier, at the option of the party which is affected adversely by any of the following and upon the occurrence thereof:

(a) If either party fails to observe or perform or breaches any material term or obligation contained herein and fails to cure the non-observance or non-performance or breach within fifteen (15) days after being given notice by the other party of the existence thereof or, as to failures which cannot reasonably be cured within fifteen (15) days, fails within fifteen
(15) days to begin the curing thereof and thereafter diligently prosecutes the same to completion within thirty (30) days after being given the notice. Without limiting the generality of the foregoing, Ultimate hereby acknowledges and confirms that its obligation to purchase the Minimum Percentage of its POS printer requirements from Ithaca is a material obligation of this Agreement.

(b) The dissolution, insolvency (in the sense of being unable to pay debts as they mature), making of an assignment for the benefit of creditors, the filing of an involuntary petition under the United States Bankruptcy Code or the bankruptcy laws of any other country which is not dismissed within sixty
(60) days, or the appointment of a receiver (or similar official) of the assets of, by or against either party.

13.2 Either party's termination of this Agreement pursuant to
SECTION 13 hereof will be without prejudice to its legal remedies for non-observance, non-performance or breach of this Agreement.

This Agreement is the entire agreement and understanding of the parties related to the subject matter hereof

and supersedes all other prior agreements, understandings and communications, whether oral or written.

The headings of the sections and subsections of this Agreement have been added for convenience only and will not be deemed to be a part of this Agreement.

This Agreement may be executed in any number of counterparts, but all counterparts hereof will together constitute but one agreement. In proving this Agreement, it will not be necessary to produce or account for more than one counterpart signed by both of the parties.

THIS AGREEMENT has been executed by the duly authorized representative of each of the parties hereto this _____ day of July, 1996.

ITHACA PERIPHERALS, a division of
MAGNETEC CORPORTION

By:_______________________________
Print Name:____________________
Title:_________________________

ULTIMATE TECHNOLOGY CORPORATION

By:______________________________
Print Name:___________________
Title:________________________

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER is made and entered into as of the ___ day of July, 1996, by and between Magnetec Corporation, a Connecticut corporation (hereinafter called "Magnetec"), and Ithaca Peripherals Incorporated, a Delaware corporation (hereinafter called "Ithaca"), pursuant to
Section 33-371 of the Connecticut General Statutes and Section 252 of the General Corporation Law of Delaware.

WHEREAS, the authorized capital stock of Ithaca consists of 4,000,000 shares of common stock, par value $.10 per share, of which 100 shares were issued and outstanding as of July 8, 1996 and owned of record by Tridex Corporation, a Connecticut corporation ("Tridex") on such date, and 2,000,000 shares of preferred stock, par value $1.50 per share, of which none were issued and outstanding as of July 8, 1996;

WHEREAS, the authorized capital stock of Magnetec consists of 5,000 shares of common stock, no par value per share, of which 1,000 shares were issued and outstanding as of July 8, 1996 and owned of record by Tridex;

WHEREAS, the respective Boards of Directors and shareholders of Magnetec and Ithaca have deemed it advisable and to the advantage of the two corporations that Ithaca merge into Magnetec upon the terms and conditions herein provided;

WHEREAS, Magnetec and Ithaca intend that the merger contemplated hereby qualify as a tax-free reorganization within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Boards of Directors and shareholders of Magnetec and Ithaca approved this Agreement and Plan of Merger on July __, 1996.

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, Magnetec and Ithaca hereby agree to merge in accordance with the following plan:

1. MERGER. Ithaca shall be merged with and into Magnetec and Magnetec shall survive the merger. As required under Section 33-371 of the Connecticut General Statutes and Section 252 of the Delaware General Corporation Law (a) an appropriate Certificate of Merger shall be signed, verified and delivered for filing with the Secretary of the State of Connecticut, and (b) an appropriate

Certificate of Merger and Secretary's Certificate shall be signed, verified and delivered for filing with the Secretary of the State of Delaware.

2. EFFECTIVE TIME. The Agreement and Plan of Merger shall become effective for purposes of Delaware and Connecticut law, respectively, at the date and time of the completion of the filing of the Certificate of Merger in such states (hereinafter referred to as the "Effective Time").

3. DIRECTORS AND OFFICERS AND GOVERNING DOCUMENTS.

(a) The directors and officers of Magnetec shall be the same upon the Effective Time as they are for Magnetec immediately prior thereto.

(b) The by-laws of Magnetec, as in effect at the Effective Time, are the same as those of the surviving corporation.

(c) The Agreement and Plan of Merger effects no change in the Certificate of Incorporation of the surviving corporation, Magnetec, and said Certificate of Incorporation shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving the merger.

(d) The Certificate of Incorporation of Magnetec was filed with the Secretary of the State of Connecticut on September 7, 1973.

3. RIGHTS AND LIABILITIES OF MAGNETEC. At and after the Effective Time, Magnetec shall possess all the rights, privileges, immunities and franchises, as well as of a public and private nature of each of the merging corporations; and property, real, personal and mixed, and all debts due Ithaca on whatever account, and all other choses in action, and all and every other interest of, or belonging to or due to each of the corporations so merged, shall be taken and transferred to and vested in Magnetec without further act or deed; and the title to any real estate, or any interest therein, vested in either of such corporations shall not prevent or be in any way impaired by reason of the merger.

4. FURTHER ASSURANCES. From time to time, as and when required by Magnetec, there shall be executed and delivered on behalf of Ithaca such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate or necessary in order to vest, perfect or confirm, of record or otherwise, in Magnetec the

title to and possession of all property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Ithaca, and otherwise carry out the purposes of this Agreement and Plan of Merger, and the officers and directors of Magnetec are fully authorized in the name and on behalf of Ithaca or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

5. STOCK OF MAGNETEC AND ITHACA. No shares of Magnetec shall be issued as a result of the merger. The 100 shares of common stock of Ithaca issued and outstanding immediately prior to the Effective Time owned by Magnetec shall automatically be cancelled without any conversion thereof into any other security or right to receive any form of compensation and no payment shall be made with respect thereto.

6. APPOINTMENT OF AGENT. Magnetec hereby consents to service of process in the State of Delaware in any action or special proceeding for the enforcement of any liability or obligation of Ithaca and for the enforcement of the right of holders of Common Stock of Ithaca to receive payment for the shares owned by such holders, and hereby irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any action or special proceeding for the enforcement of any such liability or obligation. The address to which a copy of such process shall be mailed by the Secretary of State to Ithaca is: c/o Magnetec Corporation, 7 Laser Lane, Wallingford, CT 06492 Attention: Corporate Secretary.

7. AMENDMENT. At any time prior to the Effective Time this Agreement and Plan of Merger may be amended in any manner as may be determined in the judgment of the respective Boards of Directors of Magnetec and Ithaca, to be necessary, desirable or expedient.

13. ABANDONMENT. At any time before the Effective Time, this Agreement and Plan of Merger may be terminated and the merger may be abandoned by the Board of Directors and shareholders of either Magnetec or Ithaca or both.

14. COUNTERPARTS. In order to facilitate the filing and recording of this Agreement and Plan of Merger, the same may be executed in two or more counterparts, each of which shall be deemed to be an original and the same agreement.

IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to authority granted by the Boards of Directors of Magnetec and Ithaca, has caused this Agreement and Plan of Merger to be executed by its President and attested to by its Secretary and its corporate seal to be affixed hereto, as of the date first above written.

ATTEST:                            MAGNETEC CORPORATION


____________________               By: ______________________________
Secretary                              Bart C. Shuldman, President



ATTEST:                            ITHACA PERIPHERALS INCORPORATED



____________________               By: ______________________________
Secretary                              Richard L. Cote, Vice President

[CONFIDENTIAL TREATMENT REQUESTED]

INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED, ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH
THE COMMISSION PURSUANT TO RULE 406.

Exhibit 10.9

STRICTLY CONFIDENTIAL

THE PRINTER GROUP (TPG) AND
OKI EUROPE LIMITED (OEL) EXCLUSIVE SALES AGREEMENT

PURPOSE: The purpose of this Agreement is to define an Exclusive Sales and Marketing Agreement between The Printer Group (TPG), a subsidiary of TRIDEX Corporation, and Oki Europe Limited (OEL), a subsidiary of OKI ELECTRIC INDUSTRY COMPANY LIMITED of JAPAN. This Agreement is an attachment to the Strategic Agreement between TPG and OKIDATA America, a Division of OKI AMERICA Inc. of MOUNT LAUREL, NEW JERSEY.

1. Terms and Conditions

1.1 Products. As used in this Agreement, "Products" means all the Printer Products for the Point of Transaction (POT) market, as well as spare parts, subassemblies, operating supplies, maintenance kits, and options, if any, manufactured or sold in the Sales Territories managed by OEL. Any other type of product for these markets can be included in this Agreement as an Attachment.

1.2 Markets. As used in this Agreement, "Markets" means products developed for Point of Sale, Point of Transaction, and or Kiosk Markets or their derivatives.

1.3 Services. As use in this Agreement, "Services" means the ancillary services, if any, provided for the Markets in regards to the products as stated in this Agreement.

1.4 Attachments. As used in this Agreement, "attachments" means any document included in or with this Agreement to further define any product, market or services as defined in this Agreement.

1.5 Term and Termination. This document is governed by the Terms and Conditions as stated in the 5 year Strategic Agreement, signed and in force between TPG and OKIDATA America. This Exclusive Sales Agreement can be terminated by either party within [confidential treatment requested] if it is determined by either party that the terms and conditions of this Agreement have not been satisfied by the other.

2. Exclusive Sales and Marketing Agreement

2.1 Sales and Marketing Responsibility. All sales and marketing responsibility for the territories managed by OEL will be the sole responsibility of OEL for those customers based in those markets. These territories are defined in

STRICTLY CONFIDENTIAL

Attachment 1, Territories. Any addition or deletion of territories within Attachment 1, must be agreed upon by both TPG and OEL, in writing, by a duly authorized representative of each party, and made part of Attachment 1.

2.2 Volume Commitment. Within the terms of this Agreement, both parties undertake to provide best endeavors to achieve or exceed a total of thirty thousand (30,000) printers to be ordered for delivery from TPG during the first fourteen (14) months of this Agreement. For every 12 month time period after through the term of this Agreement, a yearly volume expectation will be submitted by OEL and mutually agreed upon by TPG. The products included in the volume commitment will be defined in Attachment 2. All other products (to be known as OEM products) are outside the volume commitment as stated in Attachment 2.

2.3 Forecast. A three (3) month fixed order and rolling twelve (12) month forecast defining volume and product in Attachment 2 will be submitted by OEL to TPG. This forecast will be submitted on a monthly basis, and to be provided by OEL to TPG by the 23rd day of each month. All other products will be produced by TPG for OEL on an order by order basis.

2.4 Products and Pricing. OEL agrees to purchase the products per the prices as defined in this Agreement per Attachment 3. These prices are in effect for the first fourteen (14) months of this Agreement. Prices are subject to change, upon request and mutual agreement of both parties, due to changes in the market or OKIDATA America kit prices. For every year after, through the term of this Agreement, prices will be subject to change and determined based on market conditions and order forecasts presented by OEL.

2.5 Warranty. With the exception of epidemic failure, Product as defined in Attachment 2 will be sold as is, with no warranty. For this purpose epidemic failure means a repetitive occurence of a particular defect or failure to meet the written specification of such Product, of a particular printer model of more than [confidential treatment requested] of field population at any time (and which in the case of a defect is caused by or results from the design or manufacture of such model by TPG) and which occurs at any time in the period of [confidential treatment requested] from the date of purchase by OEL. For all Products other than those defined in Attachment 2, TPG warrants that such Product will conform to the written specification for such Products, and shall be free from defects in design and manufacture for such period as TPG and OEL shall agree in writing in relation to each such Product.

2.6 Consumables. Consumables for products sourced from TPG with the exemption of paper and printheads may be purchased directly from TPG or manufactured by OEL or ODA. In the event of OEL manufacturing or sourcing consumables other than from TPG, a royalty as specified in Attachment 4 will be paid to TPG by OEL.

STRICTLY CONFIDENTIAL

2.7 Termination. In the event the parties are unable to agree on either the volume or pricing after the expiration of the first 14 months, then either party may terminate this agreement, after giving 90 days notice to the other.

3. Sales Support and Training

3.1 European Support. TPG agrees to provide support to OEL in the form of a TPG European Manager based in the United Kingdom.

3.2 Pre and Post Sales Support. Pre and Post sales support as required will be available to OEL under the direction of the TPG European manager.

3.3 Technical Training and Support. Technical Training and Support as required will be available to OEL under the direction of the TPG European manager.

4. Quality

4.1 Procedural Approvals. All products and the associated consumables as defined in Attachment 3 will be subject to the quality approval of both TPG and OEL for sale in the market.

4.2 Agency Approvals. All products supplied to OEL by TPG must confirm to the relevant safety and agency approval where appropriate, to sell the product within the defined market.

5. Schedule of Implementation

5.1 Milestones. TPG and OEL agree to put forth the maximum effort to achieve the specified milestones below.

MILESTONE                                                     DATE
- ----------------------------------------------------------------------------

                      [CONFIDENTIAL TREATMENT REQUESTED]
o  Customer launch                                          October 1

5.2 Failures to Achieve Milestones. The failure of either TPG or OEL to achieve the milestones above will allow either party to withdraw from this Agreement. Any rescheduling of the above milestones must be agreed upon by both parties in writing. New milestones must be determined at that time.

5.3 Relationship Prior to Full Implementation. In the period prior to full implementation (October 1) of this Agreement, TPG will continue to actively pursue all sales and marketing opportunities within the markets. At the appropriate agreed time by TPG and OEL, these activities will be transferred to OEL or its subsidiaries on a project by project basis.

5.4 Exceptions to this Agreement. The only exception to this Agreement is the [confidential treatment requested] which will continue to be managed by the TPG European Manager.

5.5 Product sold prior to this Agreement. The responsibility and liability, including Receivables for all product, sold within the territories covered by this Agreement, by any other party than OEL, will remain the responsibility of TPG. After consultation and prior agreement this responsibility may be handed over to OEL or OEL operating companies on a case by case basis.

6.0 Product Liability. TPG shall indemnify OEL from and against any and all liability (whether criminal or civil) claims, judgments, loss, damage, costs, charges or expenses, including without limitation legal fees and costs of litigation or settlement, whether direct or indirect incurred in connection with or arising as a result of any breach by TPG of the Warranty contained in clause 2.5 of this Agreement, or any failure by TPG to provide OEL with reasonable notice of any breach of the said Warranty of which TPG is aware or of any limitations or changes in quality levels of the Products subject to clauses 6.01 to 6.02 as follows:

6.01 OEL shall notify TPG of any claims or proceedings alleging any defect or failure in the Products amounting to a breach of the said Warranty within 60 days after receipt by OEL at its principal office of notice of such claim or service of process relating thereto and OEL shall permit TPG to conduct the defence of any such proceedings provided always TPG consults with and keeps OEL informed as to such proceedings, and acts reasonably in relation thereto and such proceedings shall be at the cost of TPG (TPG having first indemnified and secured OEL to its reasonable satisfaction against any such costs). For the purpose of such proceedings OEL shall provide TPG with such information as is in the possession of OEL which is reasonably relevant to such defence.

6.02 The indemnity in clause 6.01 above is subject to the condition that any sale by OEL to its customers of Products purchased from TPG is on terms whereby OEL warrants that the Products will conform to their specification and be free from

STRICTLY CONFIDENTIAL

defects in manufacture and design for the period not exceeding twelve (12) months from the date of purchase by OEL's customer (save as otherwise agreed by TPG in writing).

6.1 Manufacturer's/Producer's Liability for Damages. TPG will be responsible for all manufacturer's and producer's liability for damages to third parties arising as a result of or caused by defects in the Product and shall indemnify OEL from and against any and all liability (whether criminal or
civil) claims, judgments, loss, damage, costs, charges or expenses including legal costs and costs of litigation or settlement whether direct or indirect resulting from liability imposed in any country by law, contract or otherwise upon OEL in consequence of or in connection with the sale of the Products to OEL's customers or the distribution, use or performance of such Products and whether any claim or proceedings take place in the English courts or in the courts of any other country and without prejudice to the generality of the foregoing such indemnity shall cover claims for liability in respect of death or personal injury, damage to property or loss of use thereof and claims for indirect special or consequential damage or compensation. This indemnity shall apply regardless of whether any liability or claim is a result of or alleged to be the result of any error or omission on the part of TPG relating to the Products (provided always such liability or claim is not the result of any default or negligence on the part of OEL).

6.2 Comprehensive General Liability Insurance. TPG shall at its sole expense at all times whilst this Agreement is in force maintain a comprehensive general liability insurance policy or equivalent policy with an insurance company acceptable to OEL to include insurance cover for the liability of TPG under clauses 6.0 and 6.1 above with liability limits of not less than five million US Dollars ($5,000,000) combined single limit, naming OEL as an additional insured. TPG shall provide OEL at all times with a certificate of such insurance and shall promptly notify OEL of any termination, cancellation or material change in such policy, including without limitation changes in policy limits, covered or conditions.

7.0 Infringement of Third Party Patents. TPG warrants that any product (or part thereof) furnished hereunder shall be free from any rightful claim of any third party for infringements of patent, design, copyright or any other right of third parties.

7.1 TPG indemnification of OEL. TPG shall fully indemnify, protect and OEL hold harmless from and against all claims, damages, expenses, actions or other proceedings growing out of, or resulting from the infringement of any patent, design, copyright or any other rights of third parties in connection with the buying of the PRODUCTS from TPG and selling the PRODUCTS to customers by OEL (collectively referred to as "Claims"); provided that, OEL has given TPG prompt written notice of any such Claims and control and full co-operation with TPG in the

STRICTLY CONFIDENTIAL

defence and all related settlement negotiation of such Claims; provided further that, no such Claims arise by fault of OEL.

7.2 Limiting of Liability. Notwithstanding the foregoing, TPG shall have no liability to OEL for actual or claimed infringement arising out of: (a) use of PRODUCTS in combination with other equipment or software not reasonably contemplated by TPG: or, (b) use of the PRODUCTS in any process not reasonably contemplated by TPG.

8.0 Governing Law. This Agreement shall be governed by the laws of England in every particular including formation and interpretation and shall be deemed to have been made in England notwithstanding paragraph K of the Strategic Agreement.

8.1 Alternative Dispute Resolution. If any dispute or difference arises out of or in connection with this Agreement the parties shall seek to resolve the dispute or difference amicably by using an alternative dispute resolution ("ADR") procedure acceptable to both parties before pursing any other remedies available to them. If either party fails or refuses to agree or to participate in the ADR procedure or if in any event the dispute or difference is not resolved to the satisfaction of both parties within 90 days after it has arisen the parties will be free to pursue their remedies without further reference to this clause.

8.2 Jurisdiction. Any proceedings arising out of or in connection with this Agreement shall be brought in any competent court of jurisdiction in England. The submission by the parties to such jurisdiction shall not limit the right of OEL to commence any proceedings arising out of this Agreement in any other jurisdiction it may consider appropriate. TPG hereby irrevocably and unconditionally appoints Ithaca Peripherals Limited (a subsidiary of the Tridex Corporation) of Shaw Wood Business Park, Leger Way, Doncaster DN2 5TB to receive for and on its behalf service of process in any proceedings with respect to this Agreement. This subclause shall apply notwithstanding the provisions of paragraph G of the Strategic Agreement.

8.3 Agreement of Tridex Corporation and OkiData. This Agreement is signed by Tridex Corporation and OKIDATA by way of agreement to its terms and by way of variation to the Strategic Agreement.

STRICTLY CONFIDENTIAL

IN WITNESS WHEREOF, the parties have executed this Execlusive Sales Agreement, by duly authorized representatives as of the date set forth below.

The Printer Group                               Old Europe Limited

By: /s/ Bart C. Shuldman                        By: /s/ Christopher J. Gill
    --------------------------                      --------------------------
           (Signature)                                     (Signature)


Name: Bart C. Shuldman                          Name: Christopher J. Gill
      ------------------------                        ------------------------
      (Printed or Typewritten)                        (Printed or Typewritten)


Title: President                                Title: Director
       -----------------------                         -----------------------

Date: May 10, 1996                              Date: May 13th 1996
      ------------------------                        ------------------------

Tridex Corporation                              OKIDATA

By: /s/ Seth M. Lukash                          By: /s/ David L. Vaughan
    --------------------------                      --------------------------
           (Signature)                                     (Signature)


Name: Seth M. Lukash                            Name: David L. Vaughan
      ------------------------                        ------------------------
      (Printed or Typewritten)                        (Printed or Typewritten)


Title: Chairman & CEO                           Title: Mgr., Legal Affairs
       -----------------------                         -----------------------

Date: May 9, 1996                               Date: May 10, 1996
      ------------------------                        ------------------------

[CONFIDENTIAL TREATMENT REQUESTED]

INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED, ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 406.

EXHIBIT 10.10

GTECH CORPORATION

By and Between

GTECH CORPORATION

55 TECHNOLOGY WAY

WEST GREENWICH, RI 02817

AND

                      Commencement Date: September 7, 1994
                                        -------------------

                          Term: Forty-eight (48) months
                               -------------------------

GTECH Representatives:                       Vendor Representatives:

Peter Liakos                                 Bart Shuldman
- -----------------------------------          -----------------------------------

Dennis Abbott                                Mark Goebel
- -----------------------------------          -----------------------------------

Don Troppoli
- -----------------------------------          -----------------------------------

Everett Zurlinden
- -----------------------------------

GTECH CORPORATION OEM PURCHASE AGREEMENT

1. TERMS AND CONDITIONS

1.1 Products
1.2 Services
1.3 OEM Purchases
1.4 No Minimum Committment

2. ORDERING

2.1 Purchase Orders
2.2 Priority Orders
2.3 Provisioning Orders 2.4
2.5 Rescheduling
2.6 Cancellation for Convenience
2.7 Forecast

3. SHIPPING, PACKAGING, DELIVERY

3.1 F.O.B.; Title; Risk of Loss
3.2 Shipment
3.3 Packaging
3.4 International Shipments
3.5 Early Arrival

4. PRICE

4.1 Unit Prices 4.2
4.3 Price Reduction on Spare Parts and Repairs
4.4 Most Favored Customer

5. PAYMENT

6. TAXES AND DUTIES

7. CHANGES

7.1 Product Changes

7.2 GTECH Changes
7.3 Enhancements, Successor Products

8. PRODUCT QUALITY AND RELIABILITY REQUIREMENTS

8.1 Vendor Survey
8.2 Final Test and Inspection Data
8.3 Test Equipment and Procedure Correlation
8.4 Source Inspection
8.5 Ship-To-Stock Program
8.6 Failure Analysis and Corrective Action
8.7 GTECH's Rights with Respect to Non conforming Goods

9. INSURANCE

9.1 Vendor Insurance Coverage
9.2 Workers Compensation and Employers Liability
9.3 Automobile Liability
9.4 Public Liability
9.5 Umbrella Policy
9.6 Crime Insurance
9.7 Proof of Insurance

10. INDEMNITY

11. SPARE PARTS

11.1 Recommended Spare Parts
11.2 Non-Standard Parts
11.3 Emergency Stock
11.4 Spares Support

12. REPAIR SUPPORT

12.1 Repair Orders
12.1.1. Non-Warranty Repair Cost
12.2 International Repair and Support
12.3 Failure Analysis
12.4 Repair Capabilities
12.5 Test Equipment
12.6 Qualified Vendor List
12.7 Diagnostics
12.8 Documentation

13. TRAINING

13.1 Initial Training
13.2 Component Level Training
13.3 Future Training

14. WARRANTIES

14.1 Vendor Standards
14.2 Authority
14.3 Title; Infringement
14.4 Conformance; Defects 14.5
14.6 Freight Charges on Non-Warranty

15. BAILMENT AGREEMENT

16. TOOLING

17. FORCE MAJEURE

18. CONFIDENTIALITY

19. PUBLIC ANNOUNCEMENTS

20. NOTICES

21. ASSIGNMENT

22. TERMS AND TERMINATION

22.1 Terms
22.2 Termination; GTECH's Rights
22.3 Termination; Vendor's Rights
22.4 Obligations on Termination

23. CONFLICTING PROVISIONS

24. MANUFACTURING RIGHTS

25. MISCELLANEOUS

ATTACHMENTS

1. - Product Specifications
2. - Pricing 2A. - Recommended Spare Parts List and Pricing
3. - Lead Time & Rescheduling
4. - Bailment Agreement
5. - Non-Warranty Repair Costs
6. - Manufacturing Rights

GTECH OEM PURCHASE AGREEMENT

THIS AGREEMENT between GTECH CORPORATION, a Rhode Island corporation, with offices at 55 Technology Way, West Greenwich, RI 02817 ("GTECH") and Magnetec Corporation a Connecticut corporation. with offices at 61 West Dudley Town Road, Bloomfield, Connecticut 06002 ("VENDOR") sets out the terms and conditions under which VENDOR will sell the Products and provide the Services described in this Agreement and Attachments to GTECH.

1. Terms and Conditions

1.1 Products. As used in this agreement. "Products" means the products, as well as the VENDOR's recommended spare parts, subassemblies, operating supplies, maintenance kits, and options, if any, produced in accordance with the specifications attached hereto as Attachment 1 ("Specifications") and any subsequent modifications authorized in accordance with the terms of this Agreement. Products include pre-approved vendor model numbers in conjunction with the specification.

1.2 Services. As used in this Agreement, "Services" means the ancillary services, if any, to be provided by VENDOR in accordance with the terms of this Agreement including without limitation, those services described in Section 11 and 12 of this Agreement.

1.3 OEM Purchases, GTECH represents that the Products purchased under this Agreement are intended primarily for resale, rental or lease directly and indirectly to GTECH's customers under trademarks and trade names selected by GTECH for use in conjunction with GTECH systems or with other value added by GTECH, its subsidiaries or its distributors. Products may also be used by GTECH and its subsidiaries for their internal use.

1.4 No Minimum Commitment. Unless otherwise specified [confidential treatment requested] there is no minimum quantity of purchases under this Agreement. VENDOR will furnish Products and Services on an as-ordered basis. It is expressly understood and agreed that GTECH is not obligated to purchase any or all of the Products and Services requires from VENDOR and that GTECH may manufacture competitive Products and Services itself and/or procure competitive products and services from other vendors.

2. Ordering

2.1 Purchase Orders, All purchases under this Agreement will be made under purchase orders referencing this Agreement issued by GTECH or by any subsidiary or affiliate of GTECH. Purchase Orders will be deemed accepted by VENDOR unless rejected in writing by VENDOR specifying the reasons for rejection within fourteen (14) calendar days after receipt of the Purchase Order. Purchase orders may be rejected by VENDOR only if a Purchase Order does not comply

with the terms and conditions of this Agreement or proposes new or additional terms that are not acceptable to VENDOR.

2.2 Priority Orders. GTECH Purchase Orders for spare parts identified as "Priority Orders" shall be shipped within twenty-four (24) hours after receipt by VENDOR's Customer Service Division. In the event that Products ordered within the Normal Lead Time are overdue for delivery to GTECH, VENDOR shall ship replacement Product to GTECH at no cost to GTECH, and any premium air freight charges shall be prepaid by, and borne by VENDOR.

2.3 Provisioning Orders. GTECH Purchase Orders for spare parts identified as "Provisioning Orders" shall be shipped within twenty (20) days after receipt by VENDOR. Provisioning Orders shall not be decremented by placement of any Priority Orders, unless expressly requested by GTECH.

2.4 Lead Time. Unless otherwise agreed, Purchase Orders shall specify a delivery date with the Normal Lead Time specified in Agreement 3. If no lead time is specified, Products or Services will be delivered within [confidential treatement requested] days of VENDOR's receipt of the Purchase Order. If GTECH requests delivery with less than Normal Lead Time to meet a special requirement, including the replacement of Products lost or damaged in shipment, VENDOR will use its best efforts to expedite delivery; including, without limitation, giving GTECH first priority with respect to all Products in stock or on order; provided however, that GTECH shall not pay any additional charges or costs for expediting unless such charges or costs have been accepted in writing by GTECH.

2.5 Rescheduling. GTECH may reschedule delivery of any Product or Service by written notice to VENDOR at anytime before the delivery date specified in the applicable Purchase Order, as specified in Attachment 3.

2.6 Cancellation for Convenience, GTECH may cancel any or all Purchase Orders or part thereof at any time prior to the scheduled delivery date. In such event, with respect to customized GTECH-specific Products which cannot be resold, GTECH and VENDOR will negotiate a reasonable cancellation charge based on VENDOR's cost, as supported by proper documentation, to be paid to VENDOR as liquidated damages as GTECH's sole obligation and VENDOR's sole remedy. In no event shall such cancellation charges exceed the amount specified in Attachment 2, Pricing.

2.7 Forecast. Any forecast is provided as a good faith estimate of GTECH's anticipated requirements for Products for the periods indicated based on current market conditions and does not constitute a commitment to purchase any quantity of Products or Services.

3. Shipping, Packaging, and Delivery

3.1 F.O.B., Title, Risk of Loss. Unless otherwise agreed, deliveries of Products will be made F.O.B. VENDOR's dock, continental U.S. facility. Subject to proper packaging, title and risk of loss shall pass to GTECH upon proper tender of the Products to the carrier. VENDOR will

provide proof of delivery upon request and will provide reasonable assistance to GTECH at no charge in any claim GTECH may make against a carrier or insurer for misdelivery, loss or damage to Products after title has passed to GTECH.

3.2 Shipment. VENDOR will ship Product in accordance with GTECH's instructions if a "promise date" is specified in the purchase order. In the absence of any other instructions, Products will be shipped by common carrier commercial land freight for delivery in the continental United States and by ocean freight for deliveries elsewhere, insurance and shipping charges collect.

3.3 Packaging. VENDOR shall affix to the outside of each shipment a list of contents, including serial numbers, to allow for review of contents upon receipt. Products shall be packaged in accordance with any special instructions in Attachment 1. Where no special instructions for packaging is provided, GTECH's general packaging specification, Attachment 6, (or current version supplied to VENDOR) shall be used.

3.4 International Shipments. If GTECH specifies delivery for international shipment by GTECH or GTECH's freight forwarder, VENDOR will be responsible for obtaining any necessary U.S. Department of Commerce export licenses, permits or approvals. GTECH will be responsible for any licenses, permits or approvals of the country of import.

3.5 Early Arrival. GTECH reserves the right to reject Products arriving at GTECH's facilities more than five (5) days before the "promise date" if one is specified in the Purchase Order.

4. Price

4.1 Unit Prices. The prices for Products, Services, (if separately priced) operating supplies, maintenance kits, and spare parts under this Agreement will be as specified in Attachment 2. Unless otherwise stated in Attachment 2, the prices and pricing formulas in Attachment 2 will remain in effect for the Term of the Agreement and any extensions. GTECH international subsidiaries may purchase Products under the same conditions as in Attachment 2, in U.S. dollars. Pricing for Products and Services may be renegotiated from time to time by mutual agreement of the parties.

4.2 [confidential treatment requested] VENDOR represents that the prices [confidential treatment requested] charged to any other customer of VENDOR purchasing the [confidential treatment requested] quantities of Products and/or Services under similar terms and conditions. If at any time or times hereafter VENDOR offers Product and/or Services to any other customer on more favorable terms, conditions or prices, VENDOR shall at the time offer the same terms, conditions and prices to GTECH. If accepted by GTECH, such terms, conditions and/or prices shall apply to all Products and Services purchases by GTECH for the balance of the Term.

4.3 Price Reductions on Spare Parts and Repairs. In the event of a price reduction on the Product covered under this Agreement, VENDOR agrees to reduce the list price of that component, the component as a spare part, and repairs as related to that component. The price

reduction will apply to all Purchase Orders for spare parts and repairs which are scheduled for delivery on less than thirty (30) days after the effective date of the price reduction.

4.4 Most Favored Customer. All of the prices, terms, warranties and benefits granted by Vendor herein are comparable to or more favorable to Vendor than the equivalent terms being offered by Vendor to any present customer. If Vendor shall, during the period from the Effective Date to the date of acceptance of the Equipment, enter into arrangements with any other customer providing in the aggregate greater benefits or more favorable terms (other than more favorable prices caused solely by difference in foreign currency exchange rates), this Agreement shall thereupon be deemed amended to provide same to GTECH.

5. Payment

VENDOR may issue invoices no earlier than the shipping date of the Products or Services. Payment will be made within [confidential treatment requested] of receipt of original invoices. Payment shall not constitute acceptance on non-conforming Products. For repair of products at international locations, term of payment will be [confidential treatment requested] in U.S. dollars.

6. Taxes and Duties

Attachment 2 sets forth all taxes applicable to the Products. GTECH will pay as a separate invoiced item only such sales, use, value-added or similar tax listed therein (all other taxes are excluded, including, without limitation, taxes based upon VENDOR's net income), lawfully imposed on the sale of the Products or provision of Services to GTECH. Taxes, duties or like charges imposed on the Products after title has passed to GTECH will be paid by GTECH unless such charges are the result of a trade sanction imposed on VENDOR's Products, as specified in Section 22.2, below. In lieu of taxes, GTECH may furnish to VENDOR a tax exemption certificate. VENDOR agrees to provide reasonable assistance to GTECH, without charge, in any proceeding for the refund or abatement of any taxes GTECH is required to pay under this Section 6.

7. Changes

7.1 Product Changes. VENDOR shall submit evaluation samples of all Products changes that affect form, fit, function, maintainability, repairability, reliability or appearance at least ninety (90) days before such changes are implemented. VENDOR shall forward (2) copies of all requests to make the changes generally described above to: GTECH CORPORATION, 55 Technology Way, West Greenwich, RI 028l7 Attention: Purchasing Agent. GTECH may, at its option, decline to have such changes incorporated into the Products. Proposed changes will not be incorporated into the Products until accepted in writing by GTECH. In no event will GTECH ever be deemed to have accepted any change in the price or delivery schedule without its prior written consent.

7.2 GTECH Changes. GTECH may request changes in the Products at any time or times during the term of this Agreement. If such changes in the Products will require changes in the prices and/or delivery schedule, VENDOR must respond promptly with a written change proposal

setting forth the changes in prices and/or delivery schedule. Such proposal, when signed by an authorized representative of GTECH, will become part of this Agreement. If VENDOR cannot respond within thirty (30) days, VENDOR must provide a written explanation to GTECH as to why they cannot and notify GTECH as to when they can, within thirty (30) day period. If VENDOR does not respond with a written communication within thirty (30) days after receipt of GTECH's request, such changes will be implemented without any alteration in the price and/or delivery schedule. Such changes are and shall remain the property of GTECH, and Vendor may not use such changes or disclose them to others without the prior written consent of GTECH.

7.3 Enhancements, Successor Products. If during the term of this Agreement, VENDOR offers improvements, options, additional functionality or other enhancements to the Products not available at the time this Agreement is signed ("Enhancements") or other products which substantially replace the Products ("Successor Products"), VENDOR will offer such Enhancements and/or Successor Products to GTECH at prices that do not exceed those charged to any other customer of VENDOR purchasing the [confidential treatment required] quantities of such Enhancements or Successor Products. If GTECH elects, in writing, to purchase such Successor Products or Enhancements, the Enhanced Products or Successor Products as the case may be, will be substituted to make up the balance of any committed quantity under this agreement. In any event, GTECH may, at its option, elect to continue to purchase Products as originally specified for the balance of the then current ordering period.

8. Quality and Reliability Requirements

GTECH requires that the vendor have in place at their manufacturing facility or facilities, adequate quality and reliability safeguards to ensure that all product shipped to GTECH meets or exceeds all parameters called forth in the product specification, Attachment 1.

8.1 Vendor Survey. The Vendor will allow GTECH to perform a vendor survey at the vendor's facility or facilitates. This survey will include, but is not limited to, an audit of the manufacturing process, reviewing the yields at each inspection and test point in the manufacturing process, and review of the on-going reliability test data.

8.2 Final Test and Inspection Data. The vendor will make final test and inspection data (yield information), and on-going reliability test data available at the request of GTECH throughout the life of the product.

8.3 Test Equipment and Procedure Correlation. The test equipment and procedures used in the vendor's final inspection and test, will correlate with the test equipment and procedures used by GTECH; if correlation is not achieved within 30 days prior to the first production shipment, the vendor agrees to obtain additional test equipment and/or develop procedures which are capable of correlation. Said test equipment and procedures will be mutually agreed upon by both the vendor and GTECH OEM Test Engineering, Procurement Quality and Purchasing.

8.4 Source Inspection. The vendor will allow' GTECH ( or its representatives) to perform source inspection at their facility (or facilities), using mutually agreed upon test equipment

and procedures. To do this in a timely fashion, the vendor will notify GTECH (or its representative) that source inspection is available at least one week prior to the requested source inspection date. Source inspection activity will continue, at the discretion of GTECH Procurement Quality Organization, throughout the life of the product, or until such time as the product meets or exceeds all requirements of the GTECH Ship-To-Stock program.

8.5 Ship-to-Stock Program. The vendor will participate in the GTECH Ship-To-Stock program. This program requires that the vendor's product achieve a quality level sufficient for Ship-To-Stock status (minimum of 98% AQL) within 90 days of receipt of the first shipment of production units at GTECH. If, due to the vendor's inability to meet the Ship-To-Stock criteria, source inspection is continued beyond the initial 90 day period, GTECH OEM Purchasing may, at its discretion, recover all costs associated with continued unacceptable quality by taking a credit against the purchase price of the products.

8.6 Failure Analysis and Corrective Actions. The vendor agrees to supply, within 15 calendar days of, written failure analysis and corrective actions for any in warranty devices failing to meet any and all form, fit, function, quality or reliability requirements called out in the product specification.

8.7 GTECH's fights with respect to non conforming goods. The testing procedures available to GTECH are discretionary and not mandatory. In the event GTECH chooses not to perform any or some portion of such testing, or such testing would not reasonably reveal a non conformance in the Products, GTECH reserves its fight under the Uniform Commercial Code to reject any shipment of Products and to purchase similar Products and be immediately reimbursed by the Vendor for the difference between the cost of such products and the Vendors' Products.

9. Insurance

9.1 Vendor Insurance Coverage. Vendors shall purchase and maintain throughout the life of this agreement, such insurance as will protect it and GTECH from claims set forth below which may arise out of or result from the Vendor's operations under this agreement whether such operations be by it or by any subcontractor or by anyone for whose acts any of them may be liable. Vendor shall cause GTECH to be named insured under all coverages except Workers Compensation. Appropriate endorsements will be attached to state that the vendors policy will be primary to any other policies that may be in effect.

9.2 Worker's Compensation and Employers Liability. Workers Compensation Insurance as required by statute, and if applicable contractors liability under the Federal Longshoremen and Harbor Workers Act. Employers liability coverage shall be in an amount of no less than $500,000.

9.3 Automobile Liability.- Policies should provide a minimum combined single limit of $1,000,000 for each occurrence of bodily injury and property damage.

9.4 Public Liability. Policies will provide a minimum of $1,000,000 per occurrence for bodily injury and property damage, endorsed at a minimum with the following coverages:
* Products and completed operations to the policy limits;
* Fire Legal Liability to policy limits;
* Blanket Contractual Liability to policy limits;
* Independent contractors inclusion to policy limits:
* Personal injury or the equivalent as provided by a Broad form Comprehensive general Liability Policy.

9.5 Umbrella Policy. An umbrella policy with limits of no less than $5,000,000 will be in place and will include all the above listed primary policies.

9.6 Crime Insurance. A Crime Insurance (Fidelity Bond) policy in the amount of $500,000 that will pay on behalf of the contractor to GTECH for losses caused by the dishonest acts of the Vendor or his employees, agents, or designees.

9.7 Proof of Insurance. Evidence of said insurance will be in the form of a certificate of insurance and will be provided within 10 days from the date of this agreement. Notification to GTECH will occur within 15 days of any cancellation or material change in coverage. In the event of a failure to furnish such proof or the cancellation or material change of such insurance, without prejudice to any other remedy GTECH may have, GTECH may terminate this agreement, or at its option, charge the cost of required insurance to the vendor. Coverage will be in effect with Insurance carriers licensed to do business in any state that the Vendor will perform its services and will be rated no less than A by the AM Best Company. All Certificates of Insurance are to be forwarded to: GTECH Corporation, 55 Technology Way, West Greenwich, RI 02817, ATTN: Risk Management Department.

10. Indemnity

In addition to, and not in limitation of, any other indemnifications, warranties and covenants set forth herin, VENDOR hereby agrees to indemnify and hold GTECH harmless with respect to any and all costs, expenses and liability, including without limitation reasonable attorneys, fees, arising out of any claim or action based on a failure of the Products or Services to meet the specifications set forth herein, or the failure of the VENDOR to meet any of its obligations hereunder.

VENDOR shall defend, indemnify and hold GTECH, GTECH's subsidiaries, affiliates, distributors and customers harmless from any and all costs, expenses and liability, including reasonable attorney's fees, arising out of any claim or action based on actual or alleged infringement by the Products of any patent, copyright, trade secret or other proprietary interest. GTECH shall give VENDOR prompt notice of any claim or action and shall provide reasonable assistance in VENDOR, at VENDOR'S expense, in defending any such claim or action. If an injunction is issued which prohibits the use or sale of the Products by reason of any matter covered by this Section 10, then VENDOR shall, at its expense, either: (a) procure for GTECH and its customers the right to continue using the Products; (b) modify the Products so they become non-infringing; (c) substitute

equivalent non-infringing products; or, (d) if neither (a) through (c) are reasonably available, GTECH may return the Products to VENDOR and VENDOR will refund the purchase price to GTECH less depreciation based upon the straight line method and a product life of five (5) years.

Notwithstanding the foregoing, VENDOR shall have no liability to GTECH for actual or claimed infringement arising out of: (a) compliance with detail designs, plans or specifications furnished by GTECH unless (i) such infringement would arise independent of such designs, plans or specifications;
(ii) VENDOR has actual knowledge that compliance with such specification would result in infringement; (b) use of the Products in combination with other equipment or software not reasonably contemplated by VENDOR; or (c) use of the Products in any process not reasonably contemplated by VENDOR. VENDOR acknowledges that the Specification attached to this Agreement is not a "specification" which excuses VENDOR from performing its obligations hereunder.

The terms and conditions of this Sections 10 shall survive the expiration or termination of this Agreement for any reason whatsoever.

11. Spare Parts

11.1 Recommended Spare Parts. VENDOR shall provide a Recommended Spare Parts List (RSL) for all Products covered by this Agreement (See attachment 2A). The RSL shall include all parts and assemblies necessary to repair and maintain the Products purchased under this Agreement. A separate RSL shall be supplied for each product model or configuration, identifying all common parts.

11.2 Non-Standard Parts, If the Product contains a part not readily available in the marketplace VENDOR shall make such part available to GTECH in accordance with Section 11.4.

11.3 Emergency Stock. VENDOR shall maintain an adequate supply of spare parts at its facility to support Priority Orders, as described in Section 2.2.

11.4 Spares Support. VENDOR shall make all spare parts including Non-Standard Parts as described in Section 11.2 above, available during the term of this Agreement and for a period of five (5) years thereafter. In the event VENDOR is unable to fill GTECH's Purchase Orders promptly, VENDOR shall make available, at no charge to GTECH, VENDOR's manufacturing drawings and specifications, list of suppliers, and information necessary to purchase and/or manufacture all parts and/or assemblies or subassemblies for the parts which are not available from the VENDOR, and Vendor shall be liable for the difference between GTECH's cost of manufacture and Vendor's sales price.

12. Repair Support

12.1 Repair Orders. In addition to VENDOR's obligations under
Section 14, VENDOR agrees to repair all out of warranty failures within
[confidential treatment requested] from the receipt of the

Product, or else replace such Product within [confidential treatment requested] with new Product which shall conform to the Product Specification, Attachment 1.

12.2 International Repair and Support. VENDOR shall identify international locations, as required, for the repair and support of the Product and subassemblies. In the event that those international facilities are not
[confidential treatment requested] of the VENDOR, then VENDOR shall procure for GTECH the right to have repairs on the Product performed at the international locations whether the failure occurs within the warranty periods as specified in 14 or otherwise.

12.3 Failure Analysis. VENDOR shall provide a failure analysis on each Product which is returned for repair under warranty. On serialized Products repair data shall be provided for each serialized unit returned. Vendor shall provide general failure data on out of warranty returns.

12.4 Repair Capabilities. GTECH reserves the fight to repair any out-of-warranty assemblies, subassemblies, or other items comprising the Product purchased under this Agreement. VENDOR will supply GTECH with the necessary documentation to repair the Products including the information listed under Sections 12.4, 12.5, 12.6, 12.7 and 12.8.

12.5 Test Equipment. VENDOR shall make available to GTECH, upon written request by GTECH, any test procedures, special tools, jigs, fixtures, diagnostics, programs, test equipment or supplies, with supporting documentation, necessary to repair the unit, any of the assemblies, subassemblies, piece parts, components, or other items comprising the Product purchased under this Agreement to component level.

12.6 Qualified Vendor List. VENDOR shall supply GTECH a qualified vendor list (QVL) for standard components used in the products purchased under this Agreement. This QVL shall include the manufacturers and vendors along with the corresponding part numbers for standard components used in the Product, any of the assemblies, subassemblies, piece parts, components, or other items comprising the Products purchased under this Agreement. Updates to this list shall be forwarded to GTECH CORPORATION, 55 Technology Way, West Greenwich, RI 02817 Attention: Procurement Agent Responsible for Commodity.

12.7 Diagnostics. VENDOR agrees to sell GTECH at prices to be mutually agreed upon, with supporting documentation, any of its diagnostics, test programs and test routines, necessary to repair to component level, the unit, any of the assemblies, subassemblies, piece parts, components, or other items comprising the Products purchased under this Agreement.

12.8 Documentation. In consideration of the purchase of Products under this Agreement, and at no additional cost, VENDOR hereby grants onto GTECH the right to use, reprint, and distribute VENDOR's Product manuals and documentation ("Documentation"), including but not limited to user's manuals, schematics, maintenance, theory of operation and troubleshooting guides, and any other Documentation that VENDOR shall make available during the Terms of this Agreement. Upon request, VENDOR shall provide a camera ready copy of each Document, and subsequent modifications to GTECH at no additional charge. GTECH agrees to display copyright notices in accordance with VENDOR's reasonable written instructions.

13. Training

13.1 Initial Training. VENDOR agrees to provide, at no charge to GTECH, two (2) training classes with up to twelve (12) students per class at GTECH World Headquarters, 55 Technology Way, West Greenwich, RI or at Magnetec's facility at 61 West Dudley Town Road, Bloomfield, CT during the term of this Agreement. Pursuant to the above, GTECH shall: (1) reimburse VENDOR for instructors reasonable transportation and living expenses and, (2) provide equipment (or reimburse VENDOR for equipment transportation) as required to support training classes. VENDOR shall provide the instructor and his instructional materials for the above referenced classes. Training classes may be video taped for future us by GTECH.

13.2 Component Level Training. VENDOR shall provide at no charge to GTECH, such training necessary to enable GTECH to repair to a component level, the unit, any of the assemblies, subassemblies, or other items comprising the Products purchased under this Agreement. A minimum of one (1) of the training classes described in Section 13.1 may consist of Component Level Training, if desired.

13.3 Future Training. GTECH may schedule a maximum of three (3) students per quarter in VENDOR's regularly scheduled classes at GTECH World Headquarters, 55 Technology Way, West Greenwich, RI, or Magnetec's facility at 61 West Dudley Town Road, Bloomfield, CT, during the term of this agreement. GTECH agrees to pay a $65.00 per hour trainer charge.

14. Warranties

14.1 VENDOR represents and warrants that all Products delivered to GTECH under this Agreement will comply with applicable U.L, CSA, TUV and VDE standards and will comply with the applicable FCC rules for the type of Product involved, including type acceptance or certification where required. VENDOR will provide all necessary information and assistance to GTECH with respect to listings, certifications and approvals that are required to be in GTECH's name.

14.2 Authority. VENDOR warrants that: (a) it has the right to enter into this Agreement; (b) all necessary actions, corporate and otherwise, have been taken to authorize the execution and delivery of this Agreement and the same is the valid and binding obligation of VENDOR; (c) all licenses, consents and approvals necessary to carry out all of the transactions contemplated in this Agreement have been obtained by VENDOR; and, (d) VENDOR'S performance of this Agreement will not violate the terms of any license contract, note or other obligation to which VENDOR is a party.

14.3 Title: Infringement. VENDOR warrants that: (a) it has and shall pass to GTECH good title to the Products free and clear of all liens and encumbrances; (b) the Products do not infringe any patent, trademark or copyright or otherwise violate the rights of any third party; (c) no claim or action is, to the best of its knowledge, pending or threatened against VENDOR or, to VENDOR's knowledge, against any licenser or supplier of VENDOR that would adversely affect the right of GTECH or any customer of GTECH to use the Products for their intended use.

14.4 Conformance: Defects. Unless otherwise specified in Attachment 1, VENDOR warrants that the Products will: (a) be new: (b) conform to the Specification; (c) conform to the standards and procedures as set forth in the GTECH Quality And Reliability Procedure, Attachment 7; and, (d) be free from defects in materials and workmanship for a period of fifteen (15) months from date of shipment from VENDOR whether GTECH or a customer. Upon written notice from GTECH of a Product or part that fails to meet the foregoing warranty, VENDOR will promptly repair or replace such Products(s) within ten (10) calendar days of receipt by VENDOR of the failed or non-conforming Product or spare part.

14.5 [confidential treatment requested] All Products returned to VENDOR for repair under warranty shall be shipped, FOB GTECH's domestic repair facility, [confidential treatment requested] to VENDOR. VENDOR shall return all Product repaired under warranty, FOB GTECH's designated domestic stocking facility, [confidential treatment requested]

14.6 Freight Charges on Non-Warranty Repairs. Freight charges directly associated with the repair of non-warranty products and/or spare parts shall be borne by GTECH.

15. BAILMENT AGREEMENT

Any tools, equipment, software, documentation or other materials supplied by GTECH to VENDOR whether separately listed or not, are made available pursuant to the terms and conditions of the GTECH Bailment Agreement attached hereto as Attachment 4 and are provided solely for use by VENDOR in its performance of this Agreement.

16. Tooling

Any Tooling purchased by GTECH for the manufacture of the Product, whether kept at GTECH's or VENDOR's premises, shall remain the property of GTECH for GTECH's exclusive use. The Tooling purchased by GTECH and used by VENDOR in the manufacture of this Product shall be stored and maintained by VENDOR but may be removed from the VENDOR's location at any time by GTECH, without notice, and at no additional cost to GTECH. VENDOR shall take such steps to protect GTECH's title to the Tooling as GTECH may reasonably request. At a minimum, VENDOR shall cause a sign to be affixed to such tooling stating "Property of GTECH Corporation".

17. Force Majeure

Either party shall be excused from its performance hereunder to the extent that its performance is prevented by fire, flood, acts of God, strikes or other causes beyond its reasonable control; provided that, the party claiming Force Maejure notifies the other in writing within five (5) days of the commencement of the condition preventing its performance and its intent to rely thereon to extend the time for its performance of this Agreement.

18. Confidentiality

18.1 VENDOR acknowledges and agrees that all documents, data, software or information in any form which are provided by GTECH (hereinafter "Confidential Information") is the property of GTECH. VENDOR will receive and maintain all Confidential Information in the strictest confidence and, except as provided herein, shall not use Confidential Information for its own benefit or disclose it or otherwise make it available to third parties without the prior written consent of GTECH. VENDOR agrees to limit the use of Confidential Information to only those of its employees who need Confidential Information for the purpose of this Agreement and to advise all of its employees of GTECH's rights in the Confidential Information. Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information, trademarks, patents or copyrights of GTECH, except for the limited purposes of VENDOR's performance hereunder. Confidential Information does not include information which is: (a) in the public domain; (b) already known to the party to whom it is disclosed (hereinafter "Recipient") at the time of such disclosure; (c) subsequently received by Recipient in good faith from a third party having prior right to make such subsequent disclosure; (d) independently developed by Recipient without use of the information disclosed pursuant to this Agreement; (e) approved in waiting for unrestricted release or unrestricted disclosure by the party owning or disclosing the information (hereinafter "Discloser"); or (f) produced or disclosed pursuant to applicable laws, regulations or court order, provided the Recipient has given the Discloser written notice of such request such that the Discloser has an opportunity to defend, limit or protect such production or disclosure. At the request of a Discloser, and in any event upon the expiration or other termination of this Agreement, each Recipient shall promptly deliver to Discloser all products, components and equipment provided by Discloser as well as all records or other things in any media containing or embodying Discloser's Confidential Information within its possession or control which were delivered or made available to each Recipient during or in connection with this Agreement, including any copies thereof.

18.2 GTECH acknowledges and agrees that all confidential and proprietary information of VENDOR provided to GTECH, including, without limitation the manufacturing package and the printhead design and manufacture documents, data, software or information in any form (hereinafter "Confidential Information") is the property of VENDOR. GTECH will receive and maintain all Confidential Information in the strictest confidence, and, except as provided herein, shall not use Confidential Information for its own benefit or disclose it or otherwise make it available to third parties without the prior written consent of VENDOR. GTECH agrees to limit the use of Confidential Information to only those of its employees who need Confidential Information for the purpose of this Agreement and to advise all of its employees of VENDOR's rights in the Confidential Information. Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information, trademarks, patents or copyrights of VENDOR, except for the limited purposes of GTECH's performance hereunder. Confidential Information does not include information which is: (a) in the public domain; (b) already known to the party to whom it is disclosed (hereinafter "Recipient") at the time of disclosure; (c) subsequently received by Recipient in good faith from a third party having prior right to make such subsequent disclosure; (d) independently developed by Recipient without use of

the information disclosed pursuant to this Agreement; (e) approved in writing for unrestricted release or unrestricted disclosure by the party owning or disclosing the information (hereinafter "Discloser"); or (f) produced or disclosed pursuant to applicable laws, regulations or court order, provided the Recipient has given the Disclosure written notice of such request such that the Disclosure has an opportunity to defend, limit or protect such production or disclosure. At the request of a Disclosure, and in any event upon the expiration or other termination of this Agreement, each Recipient shall promptly deliver to Disclosure all products, components and equipment provided by Disclosure as well as all records or other things in any media containing or embodying Disclosure's Confidential Information within its possession or control which were delivered or made available to each Recipient during or in connection with this Agreement, including any copies thereof.

19. Public Announcements

VENDOR agrees not to make any public announcements regarding this Agreement or to disclose any of the terms and conditions hereof to any third party without prior written consent of GTECH, except as may be required by law or court of competent jurisdiction.

20. Notices

All notices required or contemplated by this Agreement shall be deemed effective if written and delivered in person or actually received or if sent by registered mail, return receipt requested, or overnight delivery to GTECH at the address shown above to the attention of GTECH's Representative or to VENDOR at the address shown above to the attention of VENDOR's Representative; or such other persons or addresses as may hereafter be designated by the respective parties. Notices to GTECH under Section 19 hereof shall not be effective unless a copy is delivered personally, actually received or sent by registered mail, or overnight delivery, return receipt requested to the Office of the General Counsel of GTECH at the address shown above.

21. Assignment

This Agreement and the disclosure of confidential information hereunder is made in reliance upon VENDOR's reputation, skill and expertise. VENDOR agrees not to assign this Agreement or any right or obligation hereunder without the prior written consent of GTECH in each instance, which will not be unreasonably withheld. This Agreement may be assigned to any purchaser or transferee of substantially all of the VENDOR's business assets, without the consent of, but upon notice to GTECH. GTECH can cancel if an assignment is not acceptable to GTECH.

GTECH may assign its rights and/or obligations hereunder, in whole or in part, to any parent or subsidiary corporation, or any affiliate, without the consent of, but upon notice to, VENDOR.

22. Term and Termination

22.1 Terms. This agreement will commence on the 7th day of September, 1994, and will continue for forty-eight (48) months, until the 6th day of September, 1998. The Term is specified

above and includes any renewals or extensions unless terminated earlier as provided in this Agreement. Unless either party notifies the other in writing at least ninety (90) days before the end of the Terms of its intent to terminate this Agreement at the end of the Term, this agreement will be extended automatically and will continue in effect without any volume commitment until terminated by either party on ninety (90) days prior notice. Unless otherwise agreed in writing, the prices during any such extension shall be the prices in effect at the end of the term, as set forth in Attachment 2.

22.2 Termination: By GTECH. GTECH may terminate this Agreement at any time if (a) VENDOR fails or neglects to perform any of its obligations hereunder and such condition has not been cured within [confidential treatment requested] of written notice thereof by GTECH (to the extent such default cannot be cured within [confidential treatment requested] it shall not be a default if VENDOR has commenced a cure within [confidential treatment requested] and has actually cured such default within [confidential treatment requested]; (b) VENDOR, or VENDOR's parent or a wholly owned subsidiary of VENDOR, is the subject of trade sanctions by the United States government, or any other government, or quasi-governmental agency which materially affects GTECH's ability to sell, lease, or maintain the Product; (c) VENDOR attempts to assign this Agreement or any obligation hereunder without GTECH's consent; (d) any assignment is made of VENDOR's business for the benefit of creditors, or if a petition in bankruptcy is filed by or against VENDOR and is not dismissed within ninety (90) days, or if a receiver or similar officer is appointed to take charge of all or part of VENDOR's property, or if VENDOR is adjudicated a bankrupt.

22.3 Termination: By VENDOR. VENDOR may terminate this Agreement if;
(a) GTECH fails to perform any of its obligations hereunder and such condition has not been cured within thirty (30) days of written notice thereof by VENDOR; provided that, VENDOR may not terminate this Agreement for reason of non-payment by GTECH of any amounts disputed in good faith, or (b) if any assignment is made of GTECH's business for the benefit of creditors; or, (c) if a petition in bankruptcy is filed by or against GTECH and is not dismissed within ninety (90) days, or if a receiver or similar officer is appointed to take charge of all or part of GTECH's property, or if GTECH is adjudicated a bankrupt.

22.4 Obligations of Termination. Upon expiration or termination of this Agreement for any reason, VENDOR shall promptly deliver to GTECH all tools, equipment, software documentation and other materials furnished to VENDOR by GTECH hereunder. VENDOR's obligations under Section 2, 9, 10, 11, 13, 15, 17, 18, 21 and 24 hereof shall survive expiration or Termination of this Agreement or its extensions regardless of the manner of Termination.

23. Conflicting Provisions

In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any Purchase Order, typewritten terms added by GTECH on a Purchase Order shall control the terms and conditions of this Agreement, and the terms and conditions of this agreement shall control the printed terms and conditions on any purchase order. Typewritten terms added by GTECH on any purchase order shall apply to the Products and/or Services ordered under such individual Purchase Order. The terms and conditions of this agreement and, if applicable, the

typewritten terms and conditions added by GTECH on any purchase order shall prevail over any inconsistent terms and conditions contained in any Vendor acknowledgment or invoice.

Notwithstanding any assignment, VENDOR shall remain responsible for the full performance of all of the terms and conditions of this Agreement.

24. Manufacturing Rights.

Manufacturing Rights will be governed by Attachment 6.

25. Miscellaneous

This Agreement and Attachments and Purchase Orders issued and Accepted hereunder set forth the entire understanding of the parties with respect to the Products and merges all prior written and oral communications relating thereto. It can be modified or amended only in a writing signed by a duly authorized representative of each party. Section headings are provided for the convenience of reference only and shall not be construed otherwise.

Not failure to exercise, or delay in exercising, on the part of either party, any right, power or privilege hereunder shall operate as a waiver thereof, or will any single or partial exercise of any right, power or privilege hereunder preclude the further exercise of the same right or the exercise of any other right hereunder.

This Agreement is made pursuant to and shall be governed by the laws of the State of Rhode Island, without regard to its rules regarding conflict of laws. The parties agree that the courts of the State of Rhode Island, and the Federal Courts located therein, shall have exclusive jurisdiction over all matters arising from this Agreement.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON

THE DATES MENTIONED BELOW.

MAGNETEC CORPORATION     GTECH CORPORATION

BY /s/ Bart Shuldman                       BY /s/ John C. Smith
   --------------------------------           --------------------------------
   SIGNATURE                                    SIGNATURE

       Bart Shuldman                              John C. Smith
- -----------------------------------           ----------------------------------
   NAME                                         NAME

       President                                  Vice-President, Hardware
- -----------------------------------           ----------------------------------
   TITLE                                        TITLE

       September 7, 1994                          September 7, 1994
- -----------------------------------           ----------------------------------
   DATE                                         DATE


                                                GTECH CORPORATION

                                           BY /s/ Peter A. Liakos
                                              ----------------------------------
                                                SIGNATURE

                                                  Peter A. Liakos
                                              ----------------------------------
                                                NAME

                                                  Director, Corporate Purchasing
                                              ----------------------------------
                                                TITLE

                                                  September 7, 1994
                                              ----------------------------------
                                                DATE

1.1) Purchase Specification, Printhead No. 20-0290-00

1.2) Purchase Specification, Impact Printer Mechanism No. 53-0098-00

1.3) Subassembly Specification, GT-501 Impact Printer No. 96-0306-02

1. Unit pricing will be [ ] for the duration of this Agreement. Unit pricing may be reviewed annually on the anniversary date from the date of signing this Agreement.

1.A

     a.)           [Confidential treatment requested]

     b.)


2.   [   ]   not included in price.

3.   [   ]   are not included in price.

4.   [   ]   are not included in price.

5. Cancellation charges: Orders canceled that do not conform to the schedule in Attachment 3 will be subject to the following charges:

*
* [Confidential treatment requested] * *

6. Packaging will adhere to GTECH specifications 96-0321-01 and 96-0322-01, and is [ ].

2.A.1 Spare Parts Priority

2.A.2 Spare Parts Provision

Attachment 3
------------

1. Standard lead time - shipments to begin [ ] after acceptance of order.

2. Standard lead times are based on a maximum of [ ] units per week.

3. Orders for more than [ ] units per week are subject to additional lead times. GTECH shall not pay and additional costs unless agreed to be GTECH.

Based on a [ ] lead time and excluding all electronics:
* [ ] No reschedule
* [ ] Can reschedule up to an additional [ ]
* If over [ ] , can reschedule [ ] , but GTECH will be obligated to pay for materials received by Magnetec based on proper documentation.
* [ ] reschedule up to
* Over [ ], Section 2.6, Cancellation for Convenience, will apply.

Bailee Name and Address:                Date
                                             ----------------------------

Magnetec Corporation                    Term of Use
- ----------------------------------                  ---------------------

61 W. Dudley Town Road                  Purpose of Bailment
- ----------------------------------                          -------------

Bloomfield, CT 06002
- ----------------------------------      ---------------------------------

Property Location (if different)

- ----------------------------------

The following terms shall govern the bailment of the property listed below ("Property")) by GTECH CORPORATION, ("GTECH") to the BAILEE identified above.

1. TITLE. Title to the Property is and shall remain with GTECH at all times and Bailee shall not sell, lease or assign the Property or do anything inconsistent with GTECH's title. BAILEE shall segregate the Property from all other property not owned by GTECH which is located on BAILEE's premises and shall take such additional steps as GTECH may reasonably request to protect GTECH's title to the Property, including the execution of appropriate filing statements.

2. USE; LOCATION. The Property may be used by BAILEE only for the purpose described above. Unless otherwise agreed in writing, the Property shall remain at the Property Location specified above at all times. GTECH shall have the right to enter the Property Location during normal business hours to inspect the Property.

3. TERM. The Term of Use of the Property will be as specified above unless extended by mutual agreement of the parties. BAILEE shall return the Property to GTECH upon expiration of the term of Use or earlier request of GTECH in the same condition as delivered, reasonable wear and tear excepted.

4. TRANSPORTATION. Unless specifically listed below, BAILEE shall be responsible for all costs of freight to and from the site and for all drayage, set up, installation and deinstallation costs.

5. SOFTWARE. If the Property includes software, such software, including any subsequent updates, is provided for use only on the designated CPU. BAILEE may make up to two (2) machine readable copies for backup purposes provided that GTECH's copyright or proprietary notice is reproduced on each copy. All copies remain the property of GTECH. BAILEE agrees to maintain all software and related documentation in strict confidence and will not disclose or otherwise make the software and documentation available to any third party without the prior written consent of GTECH. No rights or license to any patents, trademarks or copyrights of GTECH are granted to BAILEE hereby.

6. LOSS, INSURANCE. BAILEE shall bear all risks of loss. BAILEE hereby agrees to compensate GTECH at the stated value for Property which is lost, damaged or destroyed. BAILEE shall insure the Property for such stated value and upon request, shall give GTECH a certificate of insurance.

7. NO WARRANTY. The Property is provided to BAILEE without warranty of any kind, express, implied or statutory. In no event will GTECH be liable for any loss or damages whatsoever arising out of the use of or inability to use the Property. BAILEE is responsible for the backup and security of any data used with the Property.

8. MAINTENANCE; SUPPLIES. Unless specifically listed below, maintenance services for the Property and expendable supply items used in conjunction with the Property must be separately acquired by BAILEE.

9. GENERAL. Property shall be governed by this Bailment Agreement from the time at which BAILEE takes possession until the return of the Property to GTECH. This Agreement may be amended only in writing and shall be governed by Rhode Island law.

         BAILEE                              GTECH CORPORATION

BY                                      BY
   -----------------------------           ------------------------------
   SIGNATURE                               SIGNATURE


- --------------------------------        ---------------------------------
   NAME                                    NAME


- --------------------------------        ---------------------------------
   TITLE                                   TITLE


- --------------------------------        ---------------------------------
   DATE                                    DATE

All warranty repair costs wi11 be reviewed on the first anniversary date of the signing of this Agreement to determine non-warranty repair costs. Non-warranty repair costs will not exceed [ ]. Parts to be charged separately to GTECH at spare parts pricing for both mechanism only and mechanism with electronics (See attachment 2A).

1. MANUFACTURING DOCUMENTATION PACKAGE. Within [ ] upon commencement of this Agreement, VENDOR agrees to deliver to GTECH, or at VENDOR's option, to a mutually agreed upon second source manufacturer or to a mutually agreed upon escrow agent, all of the documentation and other information used by VENDOR to manufacture, test, maintain and support the Products (herein, the "Manufacturing Package") including, without limitation, the full and complete schematic diagrams, assembly drawings, structured Bills of Material, printed circuit board artwork, parts and vendor lists, test specifications, assembly aids and software in both machine readable source and object forms. As a part of this package, VENDOR also agrees to provide access to and joint control of vendor toolings, agency approval files (FCC, UL, CSA, VDE, etc.), a complete description of any special tools, fixtures and test equipment that are required but are not readily available in the marketplace. Neither GTECH nor any second source manufacturer or escrow agent will have any right to use the "Manufacturing Package" except as set forth in section 1.3 below or as otherwise authorized by VENDOR. If the Manufacturing Documentation Package is not delivered within the specified time, as stated above, this Agreement is null and void.

2. UPDATES; VERIFICATION; EXPENSES. VENDOR agrees to update the "Manufacturing Package" as necessary from time to time to keep the package current with the latest version of the Products delivered to GTECH under this Agreement. If the "Manufacturing Package" is delivered to any person other than GTECH, GTECH shall have the right to inspect the package from time to time to verify the contents of the "Manufacturing Package" and VENDOR's compliance with this section. All costs and expenses of any kind associated with the preparation and maintenance of the "Manufacturing Package" as well as any fees of any person other than GTECH holding the "Manufacturing Package" will be paid by VENDOR.

3. RIGHT TO MANUFACTURE. If any one or more of the following events occurs, GTECH shall have the right, including the rights under any of the VENDOR's applicable patents and copyrights, to use the "Manufacturing Package" to manufacture or have manufactured the Products:

a.) VENDOR ceases doing business as an entity or is finally adjudicated a bankrupt under Chapter 7 of the Bankruptcy Act or any similar or successor provision for the liquidation or dissolution of VENDOR;

b.) VENDOR admits in writing its inability to provide Products to GTECH strictly in accordance with the terms of the specifications and timetable of the Agreement between Magnetec and GTECH dated (DATE OF AGREEMENT) referred to in Section 2;

c.) VENDOR assigns this Agreement in violation of section 25 of this Agreement to any person or organization that competes with

GTECH in any market or whose interests are otherwise inimical to GTECH's;

d.) A petition in bankruptcy is filed by or against VENDOR and is not dismissed within ninety (90) days thereafter or if a receiver, trustee in bankruptcy or similar officer is appointed to take charge of all or a substantial part of VENDOR's property.

Except as provided in this section or as otherwise authorized by VENDOR, neither GTECH nor any second source manufacturer shall have any right to use the "Manufacturing Package" for any purpose and shall hold such information confidential and shall not disclose such information to any party.

                      GTECH SPARE PARTS PRICING-PROVISION


             PART                                      GTECH     MAT'L     MAT'L           LABOR     TOTAL
ITEM        NUMBER       DESCRIPTION                   PRICE     COST        O/H   LABOR     O/H      COST
- ----------------------------------------------------------------------------------------------------------
  1                      SEM
  2                      ASSY, INTERCONNECT BD.        GTECH
  3                      ASSY, PRINTER DRIVER BD.      GTECH
  4                      ASSY, PRINTER LOGIC BD.       GTECH
  5                      PIN, SPRING
  6                      BEARING, BALL
  7                      NUT, NYLON (4-40)
  8                      SHAFT, PIVOT
  9                      SPOOL, DRIVE CABLE
 10                      BEARING, PIVOT
 11                      COVER, ACCESS
 12                      SLIDE, BASE                   GTECH
 13                      SPRING
 14                      ROLLER, IDLER
 15                      PIN, PIVOT
 16                      PAPER, EXIT GUIDE
 17                      SPRING, KICKER
 18                      SHAFT, UPPER
 19                      #8 SEMS
 20                      SHAFT, LOWER
 21                      SPRING, COMPRESSION
 22                      ROLLER, IDLER
 23                      BEARING
 24                      CABLE, DRIVE
 25                      LATCH
 26                      SIDE, PLATE
 27                      ECCENTRIC, ADJ.
 28                      SCREW, #4
 29                      PIN, ROLL
 30                      SPRING, COVER
 31                      #6 SEMS
 32                      GROUND STRAP
 33                      CABLE, FLEX
 34                      #8 SQ. NUT
 35                      #4 SEMS
 36                      #8 WASHER
 37                      #8-32 SEMS
 38                      #8-32 SEMS
 39                      SOLENOID
 40                      SCREW, #6-32
 41                      MICROSWITCH
 42                      SPACER, SOLENOID
 43                      CLIP, SPRING
 44                      GROUND STRAP BASE
 45                      BELT, TIMING

                       GTECH SPARE PARTS PRICING-PRIORITY


             PART                                      GTECH
ITEM        NUMBER       DESCRIPTION                   PRICE
- ------------------------------------------------------------
  1                      ASSY, PRINTHEAD
  2                      ASSY, CUTTER
  3                      ASSY, COVER & HANDLE
  4                      ASSY, P/H-CARRIAGE
  5                      ASSY, SHAFT & PULLEY
  6                      ASSY, RIBBON-MOTOR
  7                      ASSY, CARRIAGE-MOTOR
  8                      ASSY, PAPER, FEED-MOTOR
  9                      ASSY, SENSOR-HARNESS
 10                      ASSY, PAPER/OUT-SENSOR
 11                      ASSY, WIRE, HARNESS

Exhibit 10.11

[OKIDATA LETTERHEAD]

April 26, 1996

Mr. Bart Shuldman
Ithaca Peripherals Incorporated
7 Laser Lane
Wallingford, CT 06492

Re: OEM Agreement

Dear Bart:

The purpose of this letter is to renew our OEM Agreement for another five (5) year term which will begin August 28, 1995 and expire August 28, 2000, with deliveries to be completed by February 28, 2001, and to replace Exhibit A with the new Exhibit A as attached. The terms and conditions of this new Agreement will be as stated in the OEM Agreement which we entered in January 21, 1991 and all subsequent agreed upon amendments made thereto.

This Agreement will be subject to the provisions of a Strategic Agreement upon execution of that Agreement between the Parties.

If you agree to this renewal contract, please indicate your acceptance by signing both originals in the space provided. Retain one duplicate original for your records and return the other to my attention.

Certain we appreciate our long standing business relationship as we look forward to continued success in the future.

Sincerely,                              Ithaca Peripherals Incorporated

                                        /s/ Bart C. Shuldman
/s/ David L. Vaughn                     ---------------------------------
                                        (Signature)
David L. Vaughn
Manager, Legal Affairs                  Bart C. Shuldman
                                        ---------------------------------
                                        (Name)

Enclosure                               May 9, 1996
                                        ---------------------------------
cc:  T. Donahue                         (Date)
     E. Morris
     J. Rowley

T A B L E O F C O N T E N T S

OKIDATA OEM PURCHASE AGREEMENT

                                                                           Page

 1.  TERM OF AGREEMENT ...........................................            2
 2.  CUSTOMER ORDERS .............................................            2
 3.  PRICES ......................................................            2
 4.  DELIVERY SCHEDULES ..........................................            3
 5.  RESCHEDULING OF DELIVERIES ..................................            3
 6.  CANCELLATION CHARGES ........................................            4
 7.  CUSTOMER FORECASTS ..........................................            5
 8.  PAYMENT .....................................................            5
 9.  PATENT INDEMNITY ............................................            5
10.  TERMINATION .................................................            5
11.  SHIPPING AND RISK OF LOSS ...................................            6
12.  LIMITATION OF LIABILITY .....................................            6
13.  TRAINING ....................................................            7
14.  VALUE ADDED .................................................            7
15.  EXPORT RESTRICTIONS .........................................            7
16.  CONFIDENTIALITY AND PROPRIETARY RIGHTS ......................            7
17.  GENERAL PROVISIONS ..........................................            8
EXHIBIT A - ......................................................       PRICES
EXHIBIT B - ......................................................     WARRANTY
EXHIBIT C - ......................................................  SPARE PARTS


                                                                REVISED 1/24/90

OKIDATA

DIVISION OF OKI AMERICA, INC.

OEM PURCHASE AGREEMENT

Ithaca Peripherals, Inc. agrees to purchase and OKIDATA Division of OKI AMERICA, INC., (OKIDATA) agrees to sell the Product(s) together with their associated documentation, 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 printers. "Standard product" refers to that Product available "off the shelf" from OKIDATA without modification to meet a particular custom configuration.

1. TERM OF AGREEMENT

The term of this Agreement shall be two (2) years commencing on the date on which the last of the parties executes this Agreement (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 OKIDATA. Each purchase order, subject to the conditions set forth in Paragraph 4 below, shall set forth the desired delivery schedule for each Product.

3. PRICES

A. Subject to the conditions set forth in subparagraph B below, the unit price for the Specified Quantity and any quantity in excess thereof purchased by Customer shall be as set forth in Exhibit A.

B. In the event Customer, during the [confidential treatment requested] term hereof, issues purchase orders for a quantity less than the Specified Quantity, the unit price of each Product shall be adjusted retroactively, in accordance with the pricing set forth in Exhibit A, to the quantity level actually purchased and OKIDATA may invoice for the price differential immediately. To facilitate compliance with this requirement, OKIDATA will review purchase orders issued by Customer for each Product twelve (12) months and eighteen
(18) months after the Effective Date and anniversary date thereof for the following purposes:

(i) If, at the end of [confidential treatment requested], Customer shall not have issued purchase orders for a [confidential treatment requested] of the Specified Quantity, the Specified Quantity shall be reduced to [confidential treatment requested], the unit price shall be retroactively adjusted to that for the reduced specified Quantity and OKIDATA may invoice immediately for the price differential for Products already delivered. All subsequent deliveries shall also be invoiced at the retroactively adjusted unit price.

(ii) If, at the end of [confidential treatment requested] Customer shall not have issued purchase orders for a [confidential treatment requested] of the Specified Quantity, the Specified Quantity shall be reduced to [confidential treatment requested] by OKIDATA to that date (to the nearest lower unit) the unit price shall be retroactively adjusted to that for the reduced Specified Quantity and OKIDATA may invoice immediately for the

price differential for Products already delivered. All subsequent deliveries shall also be invoiced at the retroactively adjusted unit price.

(iii) At the expiration of the term of this Agreement, the unit price of all Products purchased by Customer hereunder shall be adjusted for the quantity of such Products actually purchased and OKIDATA shall, as the case may be, either invoice Customer for any amounts retroactively due or issue a credit to Customer for overpayment.

4. DELIVERY SCHEDULES

A. Deliveries for Product pursuant to each purchase order shall be scheduled to commence no earlier than one hundred twenty (120) days after its receipt of such order by OKIDATA. Notwithstanding the one hundred-twenty (120) days OKIDATA shall, at Customer's request, make reasonable efforts to deliver Products in as short a time as practicable and Customer shall accept same when so delivered.

5. RESCHEDULING OF DELIVERIES

A. With respect to any Standard 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 Standard 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.

(ii) A new delivery schedule will be set forth in the amendment for Standard Products deleted from the original delivery schedule of the purchase order.

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

(iv) A maximum reduction of fifty (50%) percent of the quantity may be made provided the amendment is received by OKIDATA between thirty-one (31) and sixty (60) days prior to scheduled delivery.

(v) Any attempted reduction exceeding the quantities set forth in this Paragraph 5, to the extent of the excess of the quantities specified in sub-paragraphs C and D, and any attempted reduction made within thirty (30) days prior to scheduled delivery may, at the option of

OKIDATA, be treated as a cancellation, effective on the date purchase order, and Customer shall pay the cancellation charges set forth in Paragraph 6 below.

B. Rescheduling of deliveries for Non-Standard Product will be quoted on a case by case basis and will vary from the above modification required and a fully executed addendum will be enjoined to this Agreement accordingly.

6. CANCELLATION CHARGES

A. In the event Customer cancels any purchase order or portion thereof, Customer, upon receipt of invoice shall pay OKIDATA cancellation charges computed for Standard Product as follows:

CANCELLATION NOTICE
RECEIVED BY OKIDATA         CANCELLATION CHARGE

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

Excess of 60 days           No charge.

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 Standard Product.

B. Cancellation charges for "Non Standard Product" will vary depending on the extent that the "Non Standard Product" differ from the Standard Product as set forth in an addendum to this Agreement.

7. CUSTOMER FORECASTS

Once each month Customer will furnish to OKIDATA a written non-binding forecast of its requirements for the Product(s) for the ensuing one-hundred eighty (180) days.

8. PAYMENT

A. Payment shall be made within [confidential treatment requested] from the date of invoice, or, in the event special terms are required, those terms as specified by OKIDATA to Customer. Interest shall accrue thereafter at the rate of [confidential treatment requested] on the unpaid balance.

B. Prices are exclusive of any sales, use, property, and like taxes. Any such tax OKIDATA 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. OKIDATA 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 OKIDATA's design and purchased hereunder constitute an infringement of an existing United States Patent, provided OKIDATA is notified promptly in writing and given complete authority, information and assistance required for defense of same, and OKIDATA shall pay all damages and costs awarded as a result thereof against Customer. OKIDATA, however, shall not be responsible for any cost, expense, or compromise incurred or made by Customer without OKIDATA's prior written consent.

B. In the event any Product furnished hereunder is, in OKIDATA's opinion, likely to or does become the subject of a claim of infringement of a patent, OKIDATA 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 OKIDATA's opinion, none of the foregoing alternatives is reasonably available to OKIDATA, OKIDATA 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 OKIDATA, refund the price paid by Customer, less straight line depreciation on the basis of a five (5) year life of the Product.

C. OKIDATA shall have no responsibility or liability for any claim of infringement (i) arising out of the use of its Products in combination with non-OKIDATA 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 OKIDATA with respect to infringement of any patent by the Products of OKIDATA or any parts thereof and, anything herein to the contrary notwithstanding, OKIDATA's liability to Customer hereunder shall in no event exceed the total price plus taxes and other associated charges paid to OKIDATA 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 default within which to remedy the default. Should Customer be the defaulting party, OKIDATA, 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. Termination by OKIDATA of this Agreement or any other similar agreement with Customer shall be sufficient justification, at OKIDATA's option, and without liability to OKIDATA, for termination of any or all other Agreements between OKIDATA and Customer.

D. Customer's obligation to pay for all Products received by it hereunder shall survive termination of this Agreement. Moreover, should termination be effected by OKIDATA for any of the reasons set forth in this Paragraph 10, Customer shall be liable for the undelivered quantity of Products to the same extent as if Customer had canceled deliveries pursuant to Paragraphs 3.B. or 6 above, at OKIDATA's option.

11. SHIPPING AND RISK OF LOSS

All prices are F.O.B. OKIDATA's Cherry Hill, N.J. facilities. OKIDATA 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. OKIDATA shall arrange for shipment by the designated method. All transportation charges are freight collect.

12. LIMITATION OF LIABILITY

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

13. TRAINING

OKIDATA will provide one course for six (6) Customer Employees for a period appropriate to the particular Product purchased (usually two (2) days). The course will be given at OKIDATA's Mt. Laurel facility and will be scheduled at a mutually agreeable time. OKIDATA will provide course material and documentation free of charge. Travel and living expenses are to be borne by Customer. Customer on-site training may be given at Customer's expense and in accordance with OKIDATA's policy at the time of execution of this Agreement.

14. 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.

15. EXPORT RESTRICTIONS

Customer warrants that it shall not at any time make or permit any export or reexport of OKIDATA 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 OKIDATA 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 OKIDATA the right to terminate the OEM Purchase Agreement immediately.

16. CONFIDENTIALITY AND PROPRIETARY RIGHTS

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

Nothing herein shall limit Customer's use or dissemination of information not derived from OKIDATA, or any information that was,

or subsequently has been, made public by OKIDATA. This obligation shall survive the cancellation or other termination of the OEM Purchase Agreement.

17. GENERAL PROVISIONS

A. All notices required to be given hereunder will be sent by registered or certified mail, return receipt requested, postage prepaid, 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.

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 or 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 OKIDATA. 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 B, WARRANTY, AND EXHIBIT C, SPARE PARTS, 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.

ITHACA PERIPHERALS, INC.        OKIDATA
767 Warren Road                 Division of OKI AMERICA,
ITHACA, NY 13073                532 Fellowship Road
                                Mt. Laurel, New Jersey 08054

BY: /s/ S. SCOTT KUMPF          BY: /s/ D. L. VAUGHN
    --------------------              ----------------------
S. Scott Kumpf                  David L. Vaughn
- ------------------------        ----------------------------
Typed name                      Typed name
President                       Mgr. Sales Operations Mgmt.
- ------------------------        ----------------------------
Title                           Title
        1/18/91                              1/21/91
- ------------------------        ----------------------------
Date                            Date

                                    EXHIBIT A

        Product                 Specification     Order          Quantity       ITHACA Price
                                    Number        Mult.
- -------------------------------------------------------------------------------------------------
ITHACA ML172 Parts Kit,                           500
IBM Parallel 120 VAC.

ITHACA ML172 Parts Kit,                           500
IBM Parallel, 220 VAC.

ITHACA ML172 Parts Kit,                           500
IBM RS-232C Serial, 120 VAC.

ITHACA ML172 Parts Kit,                           500            [Confidential Treatment Requested]
IBM RS-232C Serial, 220 VAC.

ITHACA ML184T Parts Kit,                          500
IBM Parallel, 120 VAC.

ITHACA ML184T Parts Kit,                          500
IBM Parallel, 220 VAC.

ITHACA M90 Kit                                    500
                                                                 *
                                                                 *
* Specified Quantity
  Other pricing is provided for retroactive pricing as necessary.

NOTE: The Product contained in this Exhibit "A" Agreement is NOT covered by an OKIDATA warranty and does not include a ribbon cassette, AC line cord or carriage shaft.

Exhibit 10.12

[CONFIDENTIAL TREATMENT REQUESTED]
INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED, ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH
THE COMMISSION PURSUANT TO RULE 406.

STRATEGIC AGREEMENT

BETWEEN

TRIDEX CORPORATION

AND

OKIDATA

The Overriding Character of this Agreement .................................  1

Duration and Termination ...................................................  2

Sales and Marketing Responsibility .........................................  2

Manufacturing Responsibility ...............................................  3

Right of First Refusal .....................................................  3

Proprietary Rights and Non-disclosure ......................................  3

Disputes ...................................................................  4

Notice .....................................................................  5

Force Majeure ..............................................................  5

Entire Agreement ...........................................................  5

Controlling Law ............................................................  5

Assignment .................................................................  5

Non-Waiver .................................................................  5

Paragraph Headings .........................................................  5

Severability ...............................................................  6

Independent Contractors ....................................................  6

                              STRATEGIC AGREEMENT

This is a Strategic Agreement dated as of ___________________, between Tridex
Corporation, a Connecticut Corporation, with offices at 61 Wilton Road,
Westport CT 06880 (hereinafter "TPG") and OKIDATA, a Division of Oki America,
Inc., a Delaware Corporation, with offices at 532 Fellowship Road, Mt. Laurel,
NJ 08054 (hereinafter "Okidata").

Whereas, Okidata is a company engaged in the development, manufacture,
marketing, sales, and service of computer peripherals and related consumables.

Whereas, TPG is a Division of Tridex Corporation engaged in the development,
manufacture, and sale of Point of Transaction/Sale Systems.

Whereas, both companies desire to use their resources, alliances, and knowhow
to grow together in the Point of Transaction/Sale marketplace.

Now therefore, in consideration of the mutual promises hereinafter set forth,
and intending to be legally bound, the parties agree as follows:

A.  The Overriding Character of this Agreement

1. Unless otherwise agreed by both parties in writing, This Strategic Agreement applies to all present and future Subsidiary Agreements, both domestic and international, between the parties, their subsidiaries and affiliates as it relates to sales and purchases of equipment utilized in the Point of Transaction/Sale Marketplace as further described in section four of this clause. Each Subsidiary Agreement will be appended to this Strategic Agreement as an addendum after its execution by the parties.

2. Unless otherwise agreed by both parties in writing for a specific transaction, no inconsistent or additional term or condition in any Subsidiary Agreement shall be applicable to a transaction within the scope of this Strategic Agreement. Both parties specifically agree that any terms and conditions in any Subsidiary Agreements which are in any way inconsistent with this Strategic Agreement shall be inapplicable and the terms of this Strategic Agreement shall govern unless such terms and conditions clearly indicate to the contrary.

3. The parties agree to use reasonable efforts to place a legend on each Subsidiary Agreement within the scope of this Strategic Agreement substantially as follows:

"This Agreement is subject to the provisions of a Strategic Agreement dated ___________________, between the parties."

The terms of this Strategic Agreement shall, however, apply to any Subsidiary Agreement under its terms regardless of whether any such legend shall have been placed on same.

4. This Strategic Agreement will apply to forty column or less dot matrix printer products and thermal printer products which are used in equipment designed to support Point of Transaction/Sale processing (hereinafter "Products").

5. The parties will strive to produce products, sub-components, accessories, and consumables which provide the lowest cost and best value possible for the Point of Transaction/Sale marketplace.

B. Duration and Termination

1. The effective date of this Strategic Agreement is _____________. Unless canceled according to the provisions of subparagraphs 2 and 3, below, this Agreement shall be in force and effect for a period of five (5) years from the effective date.

2. In case either party shall breach this Agreement or any attachments hereto, or be in default of the effective performance or any of the terms, conditions, covenant or agreements contained in this Strategic Agreement or any Subsidiary Agreement, the other party may give to such breaching or defaulting party written notice of such breach or default, and if such breaching or defaulting party does not effect an adequate cure thereof within sixty (60) days after the date of said notice, this Strategic and all Subsidiary Agreements may be terminated at the option of the complaining party by dispatch of written notice to that effect. The foregoing is in addition to any rights or remedies the non-defaulting party may have in law or in equity.

3. In the event that one of the parties to this agreement ceases to carry on its business or becomes the subject of any proceedings under state or federal law for the relief of debtors or otherwise become insolvent, bankrupt, or makes an assignment for the benefit of creditors, the other party, at its option, may terminate this Strategic Agreement or any Subsidiary Agreement by written notice to said party.

C. Sales and Marketing Responsibility.

The parties agree to review various territories throughout the world, with the exception of the United States and Canada, which Territories remain the exclusive territories of TPG, for the development and implementation of Exclusive Sales Agreements for Products, which agreements upon execution by duly authorized representatives of the parties, shall be subsidiary Agreements. All Exclusive Sales Agreements will include at a minimum, the geographic territory boundaries to which they apply, the Products and services to be offered, and a sales volume forecast.

D. Manufacturing Responsibility

1. Unless further Agreed by the parties, or allowed under the terms of this Strategic Agreement, Okidata will not manufacture Products as defined in this Agreement for the term of this Strategic Agreement.

2. TPG will purchase all dot matrix printer mechanisms and controls in kit form for Ithaca division produced products (hereinafter "Kits"), from Okidata for the term of this Agreement.

E. Right of First Refusal

Okidata will first approach TPG for additional Products as defined in this Agreement it may need but are not yet available from TPG, to fulfill customer needs within any Exclusive Sales Territory. TPG will be given a reasonable time (not to exceed sixty days) to review and evaluate such Product needs and decide whether or not it can produce same for Okidata within the specifications, costs, and time frames required. If TPG cannot meet these requirements, then Okidata may source the Product from other sources including Okidata facilities, all other terms and conditions hereof notwithstanding.

F. Proprietary Rights and Non-disclosure

1. Each party acknowledges that in the implementation of this Strategic Agreement it may receive information from the other which is considered to be a proprietary trade secret or which is copyrighted, trademarked or patented. Each party agrees to treat as confidential all such information received by it and so designated in writing as confidential, or if so designated verbally, said designation being confirmed in writing within ten (10) days. Said confidential information shall be held and used with the same degree of care to avoid disclosure as the receiving party would employ with respect to its own proprietary trade secret, confidential, or proprietary information.

2. The following information shall be deemed proprietary and confidential or as representing trade secret information and the obligation of this article shall not apply to any such material which:

a. is known to the receiving party from third parties at time of receipt;

b. is or becomes publicly known through no wrongful act of the receiving party;

c. is developed independently by the receiving party; or

d. is approved for release by written authorization from whichever party owns the information in question.

3. Except as required by law or to conform with the law, neither party will advertise, issue press releases or otherwise disclose the existence of this Agreement or any terms hereof or arrangements hereunder without the other parties prior written consent.

4. The provisions of this paragraph F shall survive termination of this Agreement for any reason.

5. The parties acknowledge that there is no adequate remedy at law for a breach by any party of the provisions of this paragraph F and agree that the non-breaching party shall have the right to seek and obtain injunctive relief with respect to any breach or threatened breach of the provisions of this paragraph F by the other party, provided that the right shall in no way diminish the jurisdiction of the arbitration provisions of paragraph G except in respect to the specific provisions of this paragraph.

G. Disputes

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules of the alternative dispute resolutions firm JAMS/Endispute or its successor or if no such successor exists, the Commercial Arbitration Rules of the American Arbitration Association, said arbitration to take place in Philadelphia, Pennsylvania, and judgement upon the award rendered by the arbitrator(s) may be entered into any court having jurisdiction thereof, and shall be non-appealable and fully enforceable.

1. If to The Printer Group;     7 Laser Lane
                                Wallingford, CT 06492
                                Attn.: Bart Shuldman
                                       President

2. If to Okidata;               OKIDATA, Division of Oki America, Inc.
                                532 Fellowship Road
                                Mt. Laurel, NJ 08054
                                Attn.: David L. Vaughn
                                       Manager, Legal Affairs

I. Force Majeure

Neither party shall be liable for any default hereunder due to causes beyond its reasonable control and occasioned without its fault or negligence including, but not limited to, acts of God, public enemy, fire, flood, shipwreck, strikes, freight and shipping embargoes, governmental order, regulations or action, provided that, in order to excuse its default hereunder for any one or more of the reasons enumerated above, upon the occurrence thereof, said party shall notify immediately the other of the existence of any such causes and best efforts will be made to correct the problem.

J. Entire Agreement

This Strategic Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof, there being no contemporaneous understandings, agreements or representations, promises or inducements whatsoever except any Subsidiary Agreements, and supersedes all prior agreements, promises, representations and warranties, written or verbal, between the parties.

K. Controlling Law

The validity, interpretation, and performance of this agreement shall be governed under the laws of the state of New Jersey without giving effect to its conflict of laws provisions.

L. Assignment

Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Strategic Agreement or any Subsidiary Agreement except to a subsidiary of such party or with the prior written consent of the other party.

M. Non-Waiver

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

N. Paragraph Headings

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

O. Severability

The parties agree that if any portion of this Strategic Agreement or any Subsidiary Agreement shall be held illegal and/or unenforceable, the remaining portions of this Strategic Agreement shall continue to be binding and enforceable provided that the remaining portion of this said 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.

P. Independent Contractors

The relationship of the parties as established under this Strategic Agreement shall be and at all times remain one of independent contractors, and neither party shall at any time or in any way represent itself as being an agent, partner or other representative of the other party or as having authority to assume or create obligations or otherwise act in any manner on behalf of the other party.

IN WITNESS WHEREOF, the parties have executed this Strategic Agreement by duly authorized representatives as of the date first set forth above.

Tridex Corporation                      OKIDATA, Division of Oki America, Inc.


By:  /s/ Seth M. Lukash                 By:  /s/ David L. Vaughn
   ----------------------------            -------------------------------

Name:  Seth M. Lukash                   Name:  David L. Vaughn
     --------------------------              -----------------------------
     (Printed or Typewritten)                (Printed or Typewritten)

Title: Chairman CEO                     Title: Mgr., Legal Affairs
     --------------------------              -----------------------------

Date:  May 9, 1996                      Date:  May 8, 1996
     --------------------------              -----------------------------

THIS ASSET TRANSFER AGREEMENT (the "Agreement") is entered into by and between MAGNETEC CORPORATION, a Connecticut corporation ("Magnetec"), and TRIDEX CORPORATION, a Connecticut corporation ("Tridex").

WHEREAS, Magnetec desires to transfer to Tridex and Tridex desires to acquire from Magnetec all of the assets owned and used by Magnetec in Magnetec's ribbon business (the "Ribbon Business").

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. TRANSFER OF ASSETS. (a) Magnetec hereby agrees to transfer to Tridex, at the Closing (as defined in Section 7.1) all of Magnetec's right, title and interest in and to the assets of Magnetec listed on SCHEDULE 1 attached hereto, which constitute all of the equipment, inventory (whether components, work-in progress or finished goods), unfilled customer purchase orders, accounts receivable, packaging, sales literature and other supplies used by Magnetec exclusively in the conduct of the Ribbon Business (the "Assets").

(b) The Assets are being transferred to Tridex "as is" and "where is" without any warranties of quality or fitness except as hereinafter set forth.

2. ASSUMPTION OF LIABILITIES. Tridex hereby agrees to assume all liabilities and obligations of Magnetec (a) for accrued but unused vacation days as set forth on SCHEDULE 2(a) attached hereto, due to employees engaged in the Ribbon Business who, in connection with the Closing, cease to be employees of Magnetec and become employed by Tridex and (b) under any purchase orders submitted by customers of Magnetec as set forth on SCHEDULE 2(b) attached hereto which remain unperformed or unfilled at the time of the Closing and are assigned to Tridex by Magnetec.

3. CONSIDERATION FOR TRANSFER OF ASSETS. Tridex and Magnetec agree that, at Closing, Magnetec shall accept, in consideration for the transfer of the Assets, cancellation of intercompany indebtedness, owed by Magnetec to Tridex, in an amount equal to the book value of the Assets at the date of the closing. Tridex and Magnetec acknowledge that such book value was approximately $228,000 at June 29, 1995.

4. REPRESENTATIONS AND WARRANTIES OF MAGNETEC. Magnetec represents and warrants to Tridex as follows:

4.1 CORPORATE STATUS. Magnetec is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut.

4.2 DUE AUTHORIZATION. The entry by Magnetec into this Agreement and the transfer of the Assets to Tridex hereunder have been duly authorized by all requisite corporate action.

4.3 TITLE TO ASSETS. Magnetec has good and marketable title to the Assets free and clear of all liens and encumbrances (except for a lien on the Assets held by Fleet Bank, National Association pursuant to an Amended and Restated Credit Agreement dated as of December 15, 1995 and last amended on March 15, 1996 (the "Credit Agreement")).

4.4 CONDITION OF ASSETS. The inventory included in the Assets is of a quality useable and saleable in the ordinary course of business. All other tangible personal property, including manufacturing equipment, transferred hereunder is in reasonably good operating condition and repair, subject to normal wear.

4.5 SUFFICIENCY OF ASSETS. The Assets transferred by Magnetec to Tridex pursuant to this Agreement constitute all of the assets used by Magnetec exclusively in the conduct of the Ribbon Business and, in combination with the services to be provided by Magnetec to Tridex pursuant to a Manufacturing Services Agreement, in the form attached hereto as EXHIBIT 7.2(b) (the "Manufacturing Services Agreement"), are sufficient to conduct the Ribbon Business as presently conducted by Magnetec.

5.1 CORPORATE STATUS. Tridex is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut.

5.2 DUE AUTHORIZATION. The entry by Tridex into this Agreement and the transfer of the assets from Magnetec to Tridex hereunder has been duly authorized by all requisite corporate action.

The obligations of Tridex under this Agreement are subject to the satisfaction, at or before the Closing, of the conditions set out below.

(a) ACCURACY OF REPRESENTATIONS. All representations and warranties made by Magnetec in this Agreement will be true as of the Closing as though made at that time.

(b) ABSENCE OF LITIGATION. No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or its consummation, will have been instituted or threatened as of the Closing.

(c) BANK CONSENT. Fleet Bank, National Association shall have consented to the transactions contemplated by this Agreement, including but not limited to the transactions under the Manufacturing Services Agreement.

The obligations of Magnetec under this Agreement are subject to the satisfaction, at or before the Closing, of the conditions set out below.

(a) ACCURACY OF REPRESENTATIONS. All representations and warranties made by Tridex in this Agreement will be true as of the Closing as though made at that time.

(b) ABSENCE OF LITIGATION. No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or its consummation, will have been instituted or threatened as of the Closing.

(c) BANK CONSENT. Fleet Bank, National Association shall have consented to the transactions contemplated by this Agreement, including but not limited to the transactions under the Manufacturing Services Agreement.

The transfer of the Assets by Magnetec to Tridex (the "Closing") shall take place on September 27, 1996 at the offices of Magnetec, 7 Laser Lane, Wallingford, Connecticut at 10:00 a.m., or at such other time and place as the parties shall mutually agree, but in no event later than December 31, 1996.

At the Closing, Magnetec will deliver to Tridex the following documents:

(a) An Assignment and Assumption Agreement, in substantially the form attached hereto as EXHIBIT 7.2(a) (the "Assignment and Assumption Agreement"), duly executed by Magnetec, assigning and transferring to Tridex all of Magnetec's right, title and interest in and to the customer purchase orders which remain unfilled or unperformed as of the date of the Closing.

(b) The Manufacturing Services Agreement, in substantially the form attached hereto as EXHIBIT 7.2(b), duly executed by Magnetec, regarding the provision of services to Tridex by Magnetec with respect to the operation of the Ribbon Business.

(c) An Instrument of Transfer, in substantially the form attached hereto as EXHIBIT 7.2(c), transferring the Assets from Magnetec to Tridex.

At the Closing, Tridex will deliver to Magnetec the following:

(a) The Assignment and Assumption Agreement, duly executed by Tridex.

(b) The Manufacturing Services Agreement, duly executed by Tridex.

(c) Proof of cancellation of indebtedness by Tridex.

8. FURTHER ASSURANCES. Magnetec and Tridex will execute and deliver such additional documents and take such additional actions as may be necessary to carry out the transactions contemplated by this Agreement.

9. TITLES. The title of this Agreement and the titles of sections and subsections, and of exhibits, are for convenience of reference only and will not be considered in the construction or interpretation hereof.

10. SURVIVAL. All representations, warranties and agreements contained in this Agreement will survive for six (6) months from the date of the Closing.

11. ENTIRE AGREEMENT. This Agreement and the schedules hereto constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede any prior or contemporaneous agreement or understanding between the parties, written or oral, which relates to the subject matter hereof.

12. SUCCESSORS AND ASSIGNS. References in this Agreement to the parties hereto will be deemed to include their successors and permitted assigns and this Agreement will be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.

13. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.

14. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

15. AMENDMENTS. This Agreement may be amended or modified only by a written instrument signed by the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement on the _______ day of July, 1996.

MAGNETEC CORPORATION

By:____________________________

Title:_________________________

TRIDEX CORPORATION

By:____________________________

Title:_________________________

This Employment Agreement (the "Agreement") is entered into as of the 31st day of July, 1996, by and between TransAct Technologies Incorporated, a Delaware corporation with a mailing address of 7 Laser Lane, Wallingford, Connecticut 06492 (the "Company"), and Bart C. Shuldman, an individual with a residence address of 502 Harvest Commons, Westport, Connecticut 06880 ("Executive").

1. The Company is in the business of designing, developing, manufacturing and marketing Point of Sale printers and related products (the "Business"). Executive conceived and developed certain concepts currently used in the Company's operations and possesses other skills and knowledge advantageous to the Company.

2. The Company desires to employ Executive and Executive desires to accept such employment on the terms and conditions set forth herein.

In consideration of the premises and mutual promises hereinbelow set forth, the parties hereby agree as follows:

1. EMPLOYMENT PERIOD. The term of this Agreement (the "Employment Period") shall commence on the date hereof and, subject to termination by the Executive or the Company as hereinafter provided, shall continue for a period of two (2) years beginning on the first day of each month after the date hereof.

2. EMPLOYMENT; DUTIES. Subject to the terms and conditions set forth herein, the Company hereby employs Executive to act as President and Chief Executive Officer of the Company during the Employment Period, and Executive hereby accepts such employment. The duties assigned and authority granted to Executive shall be as set forth in the By-laws of the Company and as reasonably determined by its Board of Directors from time to time. Executive agrees to perform his duties for the Company diligently, competently, and in a good faith manner.

3. SALARY AND BONUS.

(a) BASE SALARY. The Company agrees to pay Executive $185,000 per year, payable weekly in arrears. Executive's base

salary shall not be decreased. In addition, no later than March 31 of each year during the Employment Period, commencing March 31, 1997, the Board of Directors of the Company (or any appropriate committee thereof) shall review and may increase, but not decrease, the Executive's annual base salary in its discretion, based upon the Company's performance and the Executive's particular contributions.

(b) BONUS. Executive shall have an opportunity to earn an annual cash bonus commensurate with his position as President and Chief Executive Officer under the Company's Executive Incentive Compensation Plan, subject to the discretion of the Company's Board of Directors (or any appropriate committee thereof.)

4. OTHER BENEFITS.

(a) INSURANCE AND OTHER BENEFITS. The Executive shall be entitled to participate in, and shall receive the maximum benefits available under, the Company's insurance programs (including health, disability and life insurance) and any ERISA benefit plans, as the same may be adopted and/or amended from time to time, and shall receive all other fringe benefits that are provided by the Company to other senior executives. The Company shall contribute to the Executive's account the maximum amount permitted under the Company's
401(k) Plan and any other Company pension or retirement plan during the Employment Period.

(b) VACATION. Executive shall be entitled to an annual vacation of such duration as may be determined by the Board of Directors, but not less than that generally established for other executives of Company and in no event less than three (3) weeks, without interruption of salary.

(c) AUTOMOBILE ALLOWANCE. The Company shall provide the Executive with the automobile allowance provided for the office of President and Chief Executive Officer under the Company's automobile allowance policy.

(d) REIMBURSEMENT OF EXPENSES. The Company shall reimburse Executive for all reasonable travel, entertainment and other expenses incurred or paid by the Executive in connection with, or related to, the performance of his duties or responsibilities under this Agreement, provided that Executive submits to the Company substantiation of such expenses sufficient to satisfy the record keeping guidelines promulgated from time to time by the Internal Revenue Service.

(e) SERVICE FEES. The Company shall reimburse the Executive, in an aggregate amount not to exceed $1,500 per year,

for professional and other fees incurred by Executive in connection with (i) an annual medical examination of Executive and (ii) the annual planning for and preparation of Executive's personal income tax returns. The Company shall also reimburse the Executive, for estate planning services performed during the Employment Period, an aggregate amount not to exceed $1,500 and for the reasonable fees and expenses of counsel for the Executive incurred in connection with the negotiation and execution of this Agreement, an amount not to exceed $5,000.

(f) CONSULTING AGREEMENT. If any amounts due or paid to Executive would constitute an Excess Parachute Payment under Section 280G of the Internal Revenue Code of 1986, such excess, including any excise tax thereon, shall be paid to Executive for consulting services rendered by Executive after termination of this Agreement.

5. TERMINATION BY THE COMPANY WITH CAUSE. The Company may terminate this Agreement if any of the following events shall occur:

(a) the death or disability of the Executive (For purposes of this Agreement, "disability" shall mean the Executive's incapacity due to physical or mental illness which has caused the Executive to be absent from the full-time performance of his duties with the Company for a period of six (6) consecutive months.);

(b) any action or inaction by the Executive that constitutes larceny, fraud, gross negligence, a willful or negligent misrepresentation to the directors or officers of the Company, its successors or assigns, a crime involving moral turpitude; or

(c) the refusal of the Executive to follow the reasonable and lawful written instructions of the Board of Directors of the Company with respect to the services to be rendered and the manner of rendering such services by Executive, provided such refusal is material and repetitive and is not justified or excused either by the terms of this Agreement or by actions taken by the Company in violation of this Agreement, and with respect to the first two refusals Executive has been given reasonable written notice and explanation thereof and reasonable opportunity to cure and no cure has been effected within a reasonable time after such notice.

The Company may terminate this Agreement pursuant to this Section 5 upon written notice to the Executive, except for termination due to the death of the Executive, which shall require no notice.

6. TERMINATION AND SEVERANCE.

(a) TERMINATION BY THE EXECUTIVE. Executive may terminate this Agreement at any time by providing written notice to the Company.

(b) TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate this Agreement at any time, without Cause by providing written notice to Executive. As used in this Agreement, the term "without Cause" shall mean termination for any reason not specified in Section 5 hereof, except for retirement upon reaching the mandatory retirement age of sixty-five (65).

(c) CHANGE IN CONTROL. A "Change in Control" will be deemed to have occurred if: (1) a Takeover Transaction occurs; or (2) any election of directors of the Company takes place (whether by the directors then in office or by the stockholders at a meeting or by written consent) and a majority of the directors in office following such election are individuals who were not nominated by a vote of two-thirds of the members of the Board of Directors immediately preceding such election; or (3) the Company effectuates a complete liquidation of the Company or a sale or disposition of all or substantially all of its assets. A "Change in Control" shall not be deemed to include, however, a merger or sale of stock, assets or business of the Company if the Executive immediately after such event owns, or in connection with such event immediately acquires (other than in the Executive's capacity as an equity holder of the Employer or as a beneficiary of its employee stock ownership plan or profit sharing plan), any stock of the buyer or any affiliate thereof which, at the time of Executive's initial investment in such stock, had a purchase price or fair market value greater than $25,000.

(d) TAKEOVER TRANSACTION. A "Takeover Transaction" shall mean
(i) a merger or consolidation of the Company with, or an acquisition of the Company or all or substantially all of its assets by, any other corporation, other than a merger, consolidation or acquisition in which the individuals who were members of the Board of Directors of the Company immediately prior to such transaction continue to constitute a majority of the Board of Directors of the surviving corporation (or, in the case of an acquisition involving a holding company, constitute a majority of the Board of Directors of the holding company) for a period of not less than twelve (12) months following the closing of such transaction, or (ii) when any person or entity or group of persons or entities (other than any trustee or other fiduciary holding securities under an employee benefit plan of the Company)

either related or acting in concert becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Company representing more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the Company.

(f) TERMINATING EVENT. A "Terminating Event" shall mean: (i) termination by the Company of the employment of the Executive without Cause occurring within twelve (12) months of a Change of Control; or (ii) resignation of the Executive from the employ of the Company, while the Executive is not receiving payments or benefits from the Company by reason of the Executive's disability, subsequent to any of the following events occurring within twelve
(12) months of a Change of Control: (A) a significant reduction in the nature or scope of the Executive's responsibilities, authorities, powers, functions or duties from the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to the Change in Control; (B) a decrease in the salary payable by the Company to the Executive from the salary payable to the Executive immediately prior to the Change in Control except for across-the-board salary reductions similarly affecting all management personnel of the Company; or (C) the relocation of the Company's executive offices (or, if the Executive is primarily located at the Company's manufacturing facilities, such facilities) by more than 50 miles from their current location in Wallingford, Connecticut (unless such new location is closer than Wallingford, Connecticut to the Executive's then residence) provided, however, that a Terminating Event shall not be deemed to have occurred solely as a result of the Executive being an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company, following a Change in Control; or (D) elimination or reduction of the Executive's participation in the Company's Executive Incentive Compensation Plan.

(a) WITHOUT CAUSE. If the Company terminates this Agreement without Cause, other than as a result of a Terminating Event, then commencing on the date of termination of this Agreement, the Company shall provide Executive with a severance package which shall consist of the following: (i) for a period equal to two (2) years after the date of termination (A) payment on the first business day of each month of an amount equal to one-twelfth of the Executive's then current annual base salary under Section 3(a) hereof and (B) continuation of all benefits under Section 4; and (ii) for a period equal to one (1) year after the date of termination, payment on the first business day

of each month of an amount equal to one-twelfth of the Executive's annual target bonus amount under the Company's Executive Incentive Compensation Plan for the year of termination, pro rated for the portion of the fiscal year occurring prior to termination.

(b) WITH A TERMINATING EVENT. If the Company terminates this Agreement as a result of a Terminating Event, then commencing on the date of such termination and for a period equal to three (3) years thereafter, the Company shall provide Executive with a severance package which shall consist of the following: (i) payment on the first business day of each month an amount equal to one-twelfth of the Executive's then current annual base salary under
Section 3(a) hereof; (ii) payment on the first business day of each month of an amount equal to one-twelfth of the Executive's annual target bonus amount under the Company's Executive Incentive Compensation Plan; and (iii) continuation of all benefits under Section 4. In addition, if the Company terminates this Agreement as a result of a Terminating Event, then the Company shall cause the immediate vesting of all options and other rights granted to the Executive under the Company's stock plans. At any time when the Company is obligated to make monthly payments under Section 6.2(b), the Company shall, ten (10) days after receipt of a written request from the Executive, pay the Executive an amount equal to the balance of the amounts payable under Section 6.2(b)(i)-(ii), provided that the obligation of the Company to continue to provide benefits pursuant to Section 6.2(b)(iii) or to make monthly payments under 6.2(b)(i)-(ii) shall cease upon the payment of such amount.

(c) GENERAL RELEASE. As a condition precedent to receiving any severance payment, the Executive shall execute a general release of any and all claims which Executive or his heirs, executors, agents or assigns might have against the Company, its subsidiaries, affiliates, successors, assigns and its past, present and future employees, officers, directors, agents and attorneys.

(d) WITHHOLDING. Subject to Section 4(f), all payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Employer under applicable law.

7. NON-COMPETITION. During the term of this Agreement and (a) in the case of termination other than as a result of a Terminating Event and provided that the Executive is receiving the severance payments provided for in Section 6.2(a), for two (2) years following the termination of this Agreement or (b) in the case of termination as a result of a Terminating Event and

provided that the Executive is receiving, or after the Executive has received, the severance payments provided for in Section 6.2(b), for three (3) years following the termination of this Agreement, Executive will not directly or indirectly whether as a partner, consultant, agent, employee, co-venturer, greater than two percent owner or otherwise or through any other person (as hereafter defined): (a) be engaged in any business or activity which is competitive with the business of the Company in any part of the world in which the Company is at the time of the Executive's termination engaged in selling its products directly or indirectly; or (b) attempt to recruit any employee of the Company, assist in their hiring by any other person, or encourage any employee to terminate his or her employment with the Company; or (c) encourage any customer of the Company to conduct with any other person any business or activity which such customer conducts or could conduct with the Company. For purpose of this Section 7, the term "Company" shall include any person controlling, under common control with or controlled by, the Company, provided, however, that with respect to Tridex Corporation and any subsidiary of Tridex Corporation, the provisions of this Section 7 shall cease and be of no force and effect one (1) year after the Company is no longer a subsidiary of Tridex.

For purposes of this Section 7, the term "Person" shall mean an individual or corporation, association or partnership in estate or trust or any other entity or organization.

The Executive recognizes and agrees that because a violation by him of this Section 7 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond.

Executive expressly agrees that the character, duration and scope of this covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that this covenant not to compete shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist and necessary to provide the Company the intended benefit of this covenant to compete.

8. CONFIDENTIALITY COVENANTS. Executive understands that Company may impart to him confidential business information including, without limitation, designs, financial information, personnel information, strategic plans, product development information and the like (collectively "Confidential Information"). Executive hereby acknowledges Company's exclusive ownership of such Confidential Information.

Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company; (2) only to communicate the Confidential Information to fellow employees, agents and representatives of the Company on a need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information. Upon demand by the Company or upon termination of Executive's employment, Executive will deliver to the Company all manuals, photographs, recordings, and any other instrument or device by which, through which, or on which Confidential Information has been recorded and/or preserved, which are in my Executive's possession, custody or control. Executive acknowledges that for purposes of this Section 8 the term "Company" means any person or entity now or hereafter during the term of this Agreement which controls, is under common control with, or is controlled by, the Company.

The Executive recognizes and agrees that because a violation by him of this Section 8 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond.

9. GOVERNING LAW/JURISDICTION. This Agreement shall be governed by and interpreted and governed in accordance with the laws of the State of Connecticut. The parties agree that this Agreement was made and entered into in Connecticut and each party hereby consents to the jurisdiction of a competent court in Connecticut to hear any dispute arising out of this Agreement.

10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supercedes any and all previous agreements, written and oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto.

11. NOTICES. All notices, requests, demands and other communications required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have

been given if delivered by hand, sent by generally recognized overnight courier service, telex or telecopy, or certified mail, return receipt requested.

(a) to the the Company at:

7 Laser Lane
Wallingford, Connecticut 06492 Attn: Chairman

(b) to the Executive at:

502 Harvest Commons
Westport, Connecticut 06880

Any such notice or other communication will be considered to have been given (i) on the date of delivery in person, (ii) on the third day after mailing by certified mail, provided that receipt of delivery is confirmed in writing,
(iii) on the first business day following delivery to a commercial overnight courier or (iv) on the date of facsimile transmission (telecopy) provided that the giver of the notice obtains telephone confirmation of receipt.

Either party may, by notice given to the other party in accordance with this section, designate another address or person for receipt of notices hereunder.

12. SEVERABILITY. If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent of this Agreement.

13. WAIVER. The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof, or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of

any other violation of, breach of or default under any other provision of this Agreement.

14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company and any successors and assigns of the Company.

15. EFFECT OF PROPOSED REORGANIZATION. The parties hereby acknowledge and agree that it is contemplated that the Company, currently a wholly owned subsidiary of Tridex, intends to sell up to 19.7% of its capital stock in an initial public offering and that Tridex intends to distribute to its stockholders, after receipt of a favorable private letter ruling from the Internal Revenue Service, the balance of the outstanding capital stock of the Company owned by Tridex in a tax-free reorganization (the "Distribution"). The Executive and the Company agree that neither the initial public offering nor the Distribution will give rise to any rights to severance payments under this Agreement.

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

TRANSACT TECHNOLOGIES INCORPORATED

By:____________________________
Title:

EXECUTIVE:

This Employment Agreement (the "Agreement") is entered into as of the 31st day of July, 1996, by and between TransAct Technologies Incorporated, a Delaware corporation with a mailing address of 7 Laser Lane, Wallingford, Connecticut 06492 (the "Company"), and Richard L. Cote, an individual with a residence address of 134 Beechwood Avenue, Trumbull, Connecticut 06611 ("Executive").

1. The Company is in the business of designing, developing, manufacturing and marketing Point of Sale printers and related products (the "Business"). Executive conceived and developed certain concepts currently used in the Company's operations and possesses other skills and knowledge advantageous to the Company.

2. The Company desires to employ Executive and Executive desires to accept such employment on the terms and conditions set forth herein.

In consideration of the premises and mutual promises hereinbelow set forth, the parties hereby agree as follows:

1. EMPLOYMENT PERIOD. The term of this Agreement (the "Employment Period") shall commence on the date hereof and, subject to termination by the Executive or the Company as hereinafter provided, shall continue for a period of one (1) year beginning on the first day of each month after the date hereof.

2. EMPLOYMENT; DUTIES. Subject to the terms and conditions set forth herein, the Company hereby employs Executive to act as Executive Vice President and Chief Financial Officer of the Company during the Employment Period, and Executive hereby accepts such employment. The duties assigned and authority granted to Executive shall be as set forth in the By-laws of the Company and as reasonably determined by its President and Board of Directors from time to time. Executive agrees to perform his duties for the Company diligently, competently, and in a good faith manner.

(a) BASE SALARY. The Company agrees to pay Executive $150,000 per year, payable weekly in arrears. Executive's base salary shall not be decreased. In addition, no later than March 31 of each year during the Employment Period, commencing March

31, 1997, the Board of Directors of the Company (or any appropriate committee thereof) shall review and may increase the Executive's annual base salary in its discretion, based upon the Company's performance and the Executive's particular contributions.

(b) BONUS. Executive shall have an opportunity to earn an annual cash bonus under the Company's Executive Incentive Compensation Plan, subject to the discretion of the Company's Board of Directors (or any appropriate committee thereof.)

4. OTHER BENEFITS.

(a) INSURANCE AND OTHER BENEFITS. The Executive shall be entitled to participate in, and shall receive the maximum benefits available under, the Company's insurance programs (including health, disability and life insurance) and any ERISA benefit plans, as the same may be adopted and/or amended from time to time, and shall receive all other fringe benefits that are provided by the Company to other senior executives. The Company shall contribute to the Executive's account the maximum amount permitted under the Company's
401(k) Plan and any other Company pension or retirement plan during the Employment Period.

(b) VACATION. Executive shall be entitled to an annual vacation of such duration as may be determined by the Board of Directors, but not less than that generally established for other executives of Company and in no event less than three (3) weeks, without interruption of salary.

(c) AUTOMOBILE ALLOWANCE. The Company shall provide the Executive with the automobile allowance provided for the office of Executive Vice President and Chief Financial Officer under the Company's automobile allowance policy.

(d) REIMBURSEMENT OF EXPENSES. The Company shall reimburse Executive for all reasonable travel, entertainment and other expenses incurred or paid by the Executive in connection with, or related to, the performance of his duties or responsibilities under this Agreement, provided that Executive submits to the Company substantiation of such expenses sufficient to satisfy the record keeping guidelines promulgated from time to time by the Internal Revenue Service.

(e) SERVICE FEES. The Company shall reimburse the Executive, in an aggregate amount not to exceed $1,500 per year, for professional and other fees incurred by Executive in connection with (i) an annual medical examination of Executive and (ii) the annual planning for and preparation of Executive's personal income tax returns.

(f) EXCESS PARACHUTE PAYMENT. If any amounts due or paid to Executive would constitute an Excess Parachute Payment under Section 280G of the Internal Revenue Code of 1986, any excise tax thereon shall be paid by Executive.

5. TERMINATION BY THE COMPANY WITH CAUSE. The Company may terminate this Agreement if any of the following events shall occur:

(a) the death or disability of the Executive (For purposes of this Agreement, "disability" shall mean the Executive's incapacity due to physical or mental illness which has caused the Executive to be absent from the full-time performance of his duties with the Company for a period of six (6) consecutive months.);

(b) any action or inaction by the Executive that constitutes larceny, fraud, gross negligence, a willful or negligent misrepresentation to the directors or officers of the Company, its successors or assigns, a crime involving moral turpitude; or

(c) the refusal of the Executive to follow the reasonable and lawful written instructions of the Board of Directors of the Company with respect to the services to be rendered and the manner of rendering such services by Executive, provided such refusal is material and repetitive and is not justified or excused either by the terms of this Agreement or by actions taken by the Company in violation of this Agreement, and with respect to the first two refusals Executive has been given reasonable written notice and explanation thereof and reasonable opportunity to cure and no cure has been effected within a reasonable time after such notice.

The Company may terminate this Agreement pursuant to this Section 5 upon written notice to the Executive, except for termination due to the death of the Executive, which shall require no notice.

6. TERMINATION AND SEVERANCE.

(a) TERMINATION BY THE EXECUTIVE. Executive may terminate this Agreement at any time by providing written notice to the Company.

(b) TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate this Agreement at any time, without Cause by providing written notice to Executive. As used in this

Agreement, the term "without Cause" shall mean termination for any reason not specified in Section 5, except for retirement.

(c) CHANGE IN CONTROL. A "Change in Control" will be deemed to have occurred if: (1) the Company effectuates a Takeover Transaction; or (2) any election of directors of the Company (whether by the directors then in office or by the stockholders at a meeting or by written consent) where a majority of the directors in office following such election are individuals who were not nominated by a vote of two-thirds of the members of the Board of Directors immediately preceding such election; or (3) the Company effectuates a complete liquidation of the Company or a sale or disposition of all or substantially all of its assets. A "Change in Control" shall not be deemed to include, however, a merger or sale of stock, assets or business of the Company if the Executive immediately after such event owns, or in connection with such event immediately acquires (other than in the Executive's capacity as an equity holder of the Employer or as a beneficiary of its employee stock ownership plan or profit sharing plan), stock of the buyer or any affiliate thereof which, at the time of Executive's initial investment in such stock, had a purchase price or fair market value greater than $25,000.

(d) TAKEOVER TRANSACTION. A "Takeover Transaction" shall mean
(i) a merger or consolidation of the Company with, or an acquisition of the Company or all or substantially all of its assets by, any other corporation, other than a merger, consolidation or acquisition in which the individuals who were members of the Board of Directors of the Company immediately prior to such transaction continue to constitute a majority of the Board of Directors of the surviving corporation (or, in the case of an acquisition involving a holding company, constitute a majority of the Board of Directors of the holding company) for a period of not less than twelve (12) months following the closing of such transaction, or (ii) when any person or entity or group of persons or entities (other than any trustee or other fiduciary holding securities under an employee benefit plan of the Company) either related or acting in concert becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Company representing more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the Company.

(f) TERMINATING EVENT. A "Terminating Event" shall mean: (i) termination by the Company of the employment of the Executive without Cause occurring within twelve (12) months of a Change of Control; or (ii) resignation of the Executive from the employ of the Company, while the Executive is not receiving

payments or benefits from the Company by reason of the Executive's disability, subsequent to any of the following events occurring within twelve (12) months of a Change of Control: (A) a significant reduction in the nature or scope of the Executive's responsibilities, authorities, powers, functions or duties from the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to the Change in Control; (B) a decrease in the salary payable by the Company to the Executive from the salary payable to the Executive immediately prior to the Change in Control except for across-the-board salary reductions similarly affecting all management personnel of the Company; or (C) the relocation of the Company's executive offices (or, if the Executive is primarily located at the Company's manufacturing facilities, such facilities) by more than 50 miles from their current location in Wallingford, Connecticut (unless such new location is closer than Wallingford, Connecticut to the Executive's then residence) provided, however, that a Terminating Event shall not be deemed to have occurred solely as a result of the Executive being an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company, following a Change in Control; or (D) elimination or reduction of the Executive's participation in the Company's Executive Incentive Compensation Plan.

(a) WITHOUT CAUSE. If the Company terminates this Agreement without Cause, other than as a result of a Terminating Event, then commencing on the date of termination of this Agreement and for a period equal to one (1) year thereafter, the Company shall provide Executive with a severance package which shall consist of the following: (i) payment on the first business day of each month of an amount equal to one-twelfth of the Executive's then current annual base salary under Section 3(a) hereof; (ii) payment on the first business day of each month of an amount equal to one-twelfth of the Executive's annual target bonus amount under the Company's Executive Incentive Compensation Plan for the year of termination, pro rated for the portion of the fiscal year occurring prior to termination; and (iii) continuation of all benefits under Section 4.

(b) WITH A TERMINATING EVENT. If the Company terminates this Agreement as a result of a Terminating Event, then commencing on the date of such termination and for a period equal to two (2) years thereafter, the Company shall provide Executive with a severance package which shall consist of the following: (i) payment on the first business day of each month an amount equal to one-twelfth of the Executive's then current annual base salary under Section 3(a) hereof; (ii)

payment on the first business day of each month of an amount equal to one-twelfth of the Executive's annual target bonus amount under the Company's Executive Incentive Compensation Plan; and (iii) continuation of all benefits under Section 4. In addition, if the Company terminates this Agreement as a result of a Terminating Event, then the Company shall cause the immediate vesting of all options granted to the Executive under the Company's stock plans. At any time when the Company is obligated to make monthly payments under Section 6.2(b), the Company shall, ten (10) days after receipt of a written request from the Executive, pay the Executive an amount equal to the balance of the amounts payable under Section 6.2(b)(i)-(ii), provided that the obligation of the Company to continue to provide benefits pursuant to Section 6.2(b)(iii) or to make monthly payments under 6.2(b)(i)-(ii) shall cease upon the payment of such amount.

(c) GENERAL RELEASE. As a condition precedent to receiving any severance payment, the Executive shall execute a general release of any and all claims which Executive or his heirs, executors, agents or assigns might have against the Company, its subsidiaries, affiliates, successors, assigns and its past, present and future employees, officers, directors, agents and attorneys.

(d) WITHHOLDING. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Employer under applicable law.

7. NON-COMPETITION. During the term of this Agreement and (a) in the case of termination other than as a result of a Terminating Event and provided that the Executive is receiving the severance payments provided for in Section 6.2(a), for one year following the termination of this Agreement or (b) in the case of termination as a result of a Terminating Event, and provided that the Executive is receiving, or after the Executive has received, the severance payments provided for in Section 6.2(b), for two (2) years following the termination of this Agreement, Executive will not directly or indirectly whether as a partner, consultant, agent, employee, co-venturer, greater than two percent owner or otherwise or through any other person (as hereafter defined): (a) be engaged in any business or activity which is competitive with the business of the Company in any part of the world in which the Company is at the time of the Executive's termination engaged in selling its products directly or indirectly; or (b) attempt to recruit any employee of the Company, assist in their hiring by any other person, or encourage any employee to terminate his or her employment with the Company; or (c) encourage any customer of the Company to conduct with any other person any business or activity which such customer conducts or could conduct with the Company. For purpose of this

Section 7, the term "Company" shall include any person controlling, under common control with or controlled by, the Company, provided, however, that with respect to Tridex Corporation and any subsidiary of Tridex Corporation, the provisions of this Section 7 shall cease and be of no force and effect one (1) year after the Company is no longer a subsidiary of Tridex.

For purposes of this Section 7, the term "Person" shall mean an individual or corporation, association or partnership in estate or trust or any other entity or organization.

The Executive recognizes and agrees that because a violation by him of this Section 7 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond.

Executive expressly agrees that the character, duration and scope of this covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that this covenant not to compete shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist and necessary to provide the Company the intended benefit of this covenant to compete.

8. CONFIDENTIALITY COVENANTS. Executive understands that Company may impart to him confidential business information including, without limitation, designs, financial information, personnel information, strategic plans, product development information and the like (collectively "Confidential Information"). Executive hereby acknowledges Company's exclusive ownership of such Confidential Information.

Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company; (2) only to communicate the Confidential Information to fellow employees, agents and representatives of the Company on a need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information. Upon demand by the Company or upon termination of Executive's employment, Executive will deliver to the Company all manuals, photographs, recordings, and any other instrument or

device by which, through which, or on which Confidential Information has been recorded and/or preserved, which are in my Executive's possession, custody or control. Executive acknowledges that for purposes of this Section 8 the term "Company" means any person or entity now or hereafter during the term of this Agreement which controls, is under common control with, or is controlled by, the Company.

The Executive recognizes and agrees that because a violation by him of this Section 8 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond.

9. GOVERNING LAW/JURISDICTION. This Agreement shall be governed by and interpreted and governed in accordance with the laws of the State of Connecticut. The parties agree that this Agreement was made and entered into in Connecticut and each party hereby consents to the jurisdiction of a competent court in Connecticut to hear any dispute arising out of this Agreement.

10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes any and all previous agreements, written and oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto.

11. NOTICES. All notices, requests, demands and other communications required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by generally recognized overnight courier service, telex or telecopy, or certified mail, return receipt requested.

(a) to the Company at:

7 Laser Lane
Wallingford, Connecticut 06492 Attn: President

(b) to the Executive at:

134 Beechwood Avenue Trumbull, Connecticut 06611

Any such notice or other communication will be considered to have been given (i) on the date of delivery in person, (ii) on the third day after mailing by certified mail, provided that receipt of delivery is confirmed in writing,
(iii) on the first business day following delivery to a commercial overnight courier or (iv) on the date of facsimile transmission (telecopy) provided that the giver of the notice obtains telephone confirmation of receipt.

Either party may, by notice given to the other party in accordance with this section, designate another address or person for receipt of notices hereunder.

12. SEVERABILITY. If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent of this Agreement.

13. WAIVER. The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof, or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.

14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company and any successors and assigns of the Company.

15. EFFECT OF PROPOSED REORGANIZATION. The parties hereby acknowledge and agree that it is contemplated that the Company, currently a wholly owned subsidiary of Tridex, intends to sell up to 19.7% of its capital stock in an initial public offering and that Tridex intends to distribute to its stockholders, after receipt of a favorable private letter ruling from the Internal Revenue Service, the balance of the outstanding capital stock of the Company owned by Tridex in a tax-free reorganization (the "Distribution"). The Executive and the Company agree that

neither the initial public offering nor the Distribution will give rise to any rights to severance payments under this Agreement.

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

TRANSACT TECHNOLOGIES INCORPORATED

By:____________________________
Title:

EXECUTIVE:

FORM OF

This Severance Agreement (the "Agreement") is entered into as of the _____ day of ________, 1996, by and among _____________, an individual with a residence address of _____________ (the "Executive"), Tridex Corporation, a Connecticut corporation with a mailing address of 61 Wilton Road, Westport, Connecticut 06880 ("Tridex") TransAct Technologies Incorporated, a Delaware corporation and a wholly owned subsidiary of Tridex with a mailing address of 7 Laser Lane, Wallingford, Connecticut 06492 ("TransAct"), and Magnetec Corporation, a Connecticut corporation and a wholly owned subsidiary of TransAct, with a mailing address of 7 Laser Lane, Wallingford, Connecticut 06492 (the "Company").

1. The Company is in the business of designing, developing, manufacturing and marketing printers and related products for point of sale, gaming and wagering, financial service and kiosk applications (the "Business"). Executive conceived and developed certain concepts currently used in the Company's operations and possesses other skills and knowledge advantageous to the Company.

2. The Company desires to employ Executive and Executive desires to accept such employment on the terms and conditions set forth herein.

In consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:

1. DEFINITIONS. The following terms shall have the meanings indicated for the purposes of this Agreement:

(a) "Cause" shall mean: (i) the death or disability of the Executive (For purposes of this Agreement, "disability" shall mean the Executive's incapacity due to physical or mental

illness which has caused the Executive to be absent from the full-time performance of his duties with the Company for a period of six (6) consecutive months.); (ii) any action or inaction by the Executive that constitutes larceny, fraud, gross negligence, a willful or negligent misrepresentation to the directors or officers of the Company or TransAct, their successors or assigns, a crime involving moral turpitude; or (iii) the refusal of the Executive to follow the reasonable and lawful written instructions of the President or the Board of Directors of the Company with respect to the services to be rendered and the manner of rendering such services by Executive, provided such refusal is material and repetitive and is not justified or excused either by the terms of this Agreement or by actions taken by the Company in violation of this Agreement, and with respect to the first two refusals Executive has been given reasonable written notice and explanation thereof and reasonable opportunity to cure and no cure has been effected within a reasonable time after such notice.

(b) "Change in Control" will be deemed to have occurred if: (1) the Company or TransAct effectuates a Takeover Transaction; or (2) any election of directors of TransAct (whether by the directors then in office or by the stockholders at a meeting or by written consent) where a majority of the directors in office following such election are individuals who were not nominated by a vote of two-thirds of the members of the Board of Directors immediately preceding such election; or (3) the Company or TransAct effectuates a complete liquidation of the Company or TransAct or a sale or disposition of all or substantially all of their respective assets. A "Change in Control" shall not be deemed to include, however, a merger or sale of stock, assets or business of the Company or TransAct if the Executive immediately after such event owns, or in connection with such event immediately acquires (other than in the Executive's capacity as an equity holder of TransAct or as a beneficiary of its employee stock ownership plan or profit sharing plan), any stock of the buyer or any affiliate thereof.

(c) A "Takeover Transaction" shall mean (i) a merger or consolidation of TransAct or the Company with, or an acquisition of TransAct or the Company or all or substantially all of their respective assets by, any other corporation, other than a merger, consolidation or acquisition in which the

individuals who were members of the Board of Directors of TransAct or the Company immediately prior to such transaction continue to constitute a majority of the Board of Directors of the surviving corporation (or, in the case of an acquisition involving a holding company, constitute a majority of the Board of Directors of the holding company) for a period of not less than twelve (12) months following the closing of such transaction, or (ii) when any person or entity or group of persons or entities (other than any trustee or other fiduciary holding securities under an employee benefit plan of TransAct Company) either related or acting in concert becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of TransAct representing more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the TransAct.

(d) "Terminating Event" shall mean: (i) termination by the Company of the employment of the Executive for any reason other than retirement or for Cause occurring within twelve (12) months of a Change of Control; or (ii) resignation of the Executive from the employ of the Company, while the Executive is not receiving payments or benefits from the Company by reason of the Executive's disability, subsequent to any of the following events occurring within twelve (12) months of a Change of Control: (A) a significant reduction in the nature or scope of the Executive's responsibilities, authorities, powers, functions or duties from the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to the Change in Control; (B) a decrease in the salary payable by the Company to the Executive from the salary payable to the Executive immediately prior to the Change in Control except for across-the-board salary reductions similarly affecting all management personnel of the Company; or (C) the relocation of the Company's facilities where the Executive is currently employed by more than 50 miles from their current location either in Wallingford, Connecticut or Ithaca, New York (unless such new location is closer than Wallingford, Connecticut, as the case may be, to the Executive's then residence) provided, however, that a Terminating Event shall not be deemed to have occurred solely as a result of the Executive being an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the

Company, following a Change in Control; or (D) elimination or reduction of the Executive's participation in the Company's Executive Incentive Compensation Plan.

(a) WITHOUT A TERMINATING EVENT. If the Company terminates the employment of the Executive without Cause, other than as a result of a Terminating Event, then commencing on the date of such termination and for a period of six (6) months thereafter, the Company shall provide Executive with a severance package which shall consist of the following: (i) payment on the first business day of each month of an amount equal to one-twelfth of the Executive's then current annual base salary; (ii) payment on the first business day of each month of an amount equal to one-twelfth of the Executive's annual target bonus amount under the TransAct Executive Incentive Compensation Plan, prorated for the portion of the fiscal year occurring prior to termination; and (iii) continuation of all benefits under Section 4.

(b) WITH A TERMINATING EVENT. If the Company terminates this Agreement as a result of a Terminating Event, then commencing on the date of such termination and for a period equal to one (1) year thereafter, the Company shall provide Executive with a severance package which shall consist of the following: (i) payment on the first business day of each month an amount equal to one-twelfth of the Executive's then current annual base salary; (ii) payment on the first business day of each month of an amount equal to one-twelfth of the Executive's annual target bonus amount under the TransAct's Executive Incentive Compensation Plan; (iii) continuation of all benefits under
Section 4; and (iv) immediate vesting of all options issued by TransAct to the Executive. At any time when the Company is obligated to make monthly payments under Section 2(b), the Company shall, ten (10) days after receipt of a written request from the Executive, pay the Executive an amount equal to the balance of the amounts payable under Section 2(b)(i)-(ii), provided that the obligation of the Company to continue to provide benefits pursuant to Section 2(b)(iii) or to make monthly payments under 2(b)(i)-(ii) shall cease upon the payment of such amount.

(c) GENERAL RELEASE. As a condition precedent to receiving any severance payment, the Executive shall execute a general release of any and all claims which Executive or his heirs, executors, agents or assigns might have against the Company, TransAct, their respective subsidiaries, affiliates, successors, assigns and their past, present and future employees, officers, directors, agents and attorneys.

(d) WITHHOLDING. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Employer under applicable law.

3. NON-COMPETITION. During Executive's employment with the Company and the term of this Agreement and (a) in the case of termination other than as a result of a Terminating Event, for six (6) months following the termination of Executive's employment with the Company or (b) in the case of termination as a result of a Terminating Event, for one (1) year following the termination of Executive's employment with the Company and Executive will not directly or indirectly whether as a partner, consultant, agent, employee, co-venturer, greater than two percent owner or otherwise or through any other person (as hereafter defined): (a) be engaged in any business or activity which is competitive with the Business of the Company TransAct in any part of the world in which the Company is at the time of the Executive's termination engaged in selling their products directly or indirectly; or (b) attempt to recruit any employee of the Company, assist in their hiring by any other person, or encourage any employee to terminate his or her employment with the Company; or
(c) encourage any customer of the Company to conduct with any other person any business or activity which such customer conducts or could conduct with the Company. For purpose of this Section 3, the term "Company" shall include any person controlling, under common control with or controlled by, the Company, provided, however, that with respect to Tridex Corporation and any subsidiary of Tridex Corporation, the provisions of this Section 3 shall cease and be of no force and effect with respect to Tridex or any of its subsidiaries one (1) year after the Company is no longer a subsidiary of Tridex.

For purposes of this Section 3, the term "Person" shall mean an individual or corporation, association or partnership in estate or trust or any other entity or organization.

The Executive recognizes and agrees that because a violation by him of this Section 3 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond.

Executive expressly agrees that the character, duration and scope of this covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that this covenant not to compete shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist and necessary to provide the Company the intended benefit of this covenant to compete.

4. CONFIDENTIALITY COVENANTS. Executive understands that the Company may impart to him confidential business information including, without limitation, designs, financial information, personnel information, strategic plans, product development information and the like (collectively "Confidential Information"). Executive hereby acknowledges Company's exclusive ownership of such Confidential Information.

Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company; (2) only to communicate the Confidential Information to fellow employees, agents and representatives of the Company on a need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information. Upon demand by the Company or upon termination of Executive's employment, Executive will deliver to the Company all manuals, photographs, recordings, and any other instrument or device by which, through which, or on which Confidential Information has been recorded and/or preserved, which are in my Executive's possession, custody or control. Executive acknowledges that for purposes of this Section 4 the

term "Company" means any person or entity now or hereafter during the term of this Agreement which controls, is under common control with, or is controlled by, the Company.

The Executive recognizes and agrees that because a violation by him of this Section 4 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond.

5. GOVERNING LAW/JURISDICTION. This Agreement shall be governed by and interpreted and governed in accordance with the laws of the State of Connecticut. The parties agree that this Agreement was made and entered into in Connecticut and each party hereby consents to the jurisdiction of a competent court in Connecticut to hear any dispute arising out of this Agreement.

6. TERM AND TERMINATION. The term of this Agreement shall begin on the date first written above and continue until the later of (i) the resignation of the Executive or termination of the Executive by the Company with Cause or (ii) the end of the longest period, if any, during which the Company is required to make payments under Section 2(a) or Section 2(b), whichever applies. The Company or the Executive may terminate the Executive's employment with the Company upon written notice.

7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes any and all previous agreements, written and oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto. This Agreement is not intended, and shall not be construed, to create any obligation on the part of the Company to employ the Executive for any minimum amount of time.

8. NOTICES. All notices, requests, demands and other communications required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have

been given if delivered by hand, sent by generally recognized overnight courier service, telex or telecopy, or certified mail, return receipt requested.

(a) to the the Company at:

7 Laser Lane
Wallingford, Connecticut 06492 Attn: President

(b) to the Executive at:

Any such notice or other communication will be considered to have been given (i) on the date of delivery in person, (ii) on the third day after mailing by certified mail, provided that receipt of delivery is confirmed in writing,
(iii) on the first business day following delivery to a commercial overnight courier or (iv) on the date of facsimile transmission (telecopy) provided that the giver of the notice obtains telephone confirmation of receipt.

Either party may, by notice given to the other party in accordance with this section, designate another address or person for receipt of notices hereunder.

9. SEVERABILITY. If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent of this Agreement.

10. WAIVER. The failure of any party to insist in any one instance or more upon strict performance of any of the terms and

conditions hereof, or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.

11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company and any successors and assigns of the Company.

12. EFFECT OF PROPOSED REORGANIZATION. The parties hereby acknowledge and agree that it is contemplated that TransAct intends to sell up to 19.7% of its capital stock in an initial public offering and that Tridex intends to distribute to its stockholders, after receipt of a favorable private letter ruling from the Internal Revenue Service, the balance of the outstanding capital stock of TransAct owned by Tridex in a tax-free reorganization (the "Distribution"). The Executive, TransAct, Magnetec and Tridex agree that neither the initial public offering nor the Distribution will give rise to any rights to severance payments under this Agreement and that Tridex shall have no liability or obligation of any kind to the Executive under this Agreement after the Distribution.

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

TRANSACT TECHNOLOGIES INCORPORATED

By:____________________________
Title:

EXECUTIVE: