TAX SHARING AGREEMENT

 

                                                                    EXHIBIT 10.7

                              TAX SHARING AGREEMENT

                  THIS AGREEMENT, executed this _____ day of July, 1996, is
entered into by and between Tridex Corporation, a Connecticut corporation
("Tridex") and TransAct Technologies, Inc., a Delaware corporation ("TransAct").

                                    RECITALS

                  WHEREAS, Tridex, TransAct, Magnetec Corporation, a Connecticut
corporation and wholly-owned subsidiary of Tridex ("Magnetec"), and Ithaca
Peripherals, Inc., a Delaware corporation and wholly-owned subsidiary of Tridex
(Ithaca"), have entered into a Plan of Reorganization dated as of June __, 1996
(the "Plan") pursuant to which, among other things, (i) TransAct is acquiring
from Tridex all of the outstanding capital stock of Magnetec, (ii) TransAct is
issuing [5,400,000] shares of its common stock to Tridex and (iii) TransAct is
issuing up to 1,322,500 of common stock pursuant to an underwritten public
offering registered under the Securities Act of 1933, as amended (the
"Securities Act") on a Registration Statement on Form S-1 (the "Offering");

                  WHEREAS, as contemplated by the Plan, the shares of
outstanding common stock of TransAct held by Tridex are to be distributed on a
pro rata basis to the record holders of shares of Tridex common stock (the
"Distribution") upon the satisfaction of certain conditions;

                  WHEREAS, Tridex and its subsidiaries, including Magnetec and
Ithaca, have heretofore: (1) joined in filing consolidated federal income tax
returns under the Internal Revenue Code of 1986, as amended (the "Code"), and
the applicable Treasury Regulations promulgated thereunder by the Treasury
Department (the "Regulations"); (2) joined in filing certain consolidated,
combined, and unitary state income tax returns; and (3) in some cases filed
income tax returns on a separate company basis.

                  WHEREAS, during the period prior to the consummation of the
Distribution, TransAct is expected to remain within the affiliated group (within
the meaning of Section 1504(a) of the Code) of corporations (the "Tridex Group")
of which Tridex is the common parent;

                  WHEREAS, the parties hereto desire to allocate their
respective federal, state, local and foreign income tax (or similar tax)
liabilities, assessed in connection with the filing of returns, including but
not limited to consolidated, combined, unitary, or separate returns, among
themselves for all fiscal years thereafter during which TransAct remains a
member of the Tridex Group;

                  WHEREAS, the parties hereto desire to provide for the
compensation and reimbursement of each other for Tax Deficiencies (as
hereinafter defined) or Tax Refunds (as hereinafter defined) as a result of
audits by or applications to the Internal Revenue Service (the "Service") and
other taxing authorities or by judicial determination, if any, involving
consolidated federal, consolidated, combined or unitary state and local income
tax returns and similar aggregate reporting for certain foreign jurisdictions;

                  WHEREAS, the parties hereto desire to provide and fix the
responsibilities for: (1) the preparation and filing of tax returns along with
the payments of taxes shown to be due and payable therein (as well as estimated
or advance payments required prior to the filing of said returns) for all
periods prior to and following the Effective Date (as hereinafter defined); (2)
the retention and maintenance of all relevant records necessary to prepare and
file appropriate tax returns, as well as the provision for appropriate access to
those records for all parties to this Agreement; (3) the conduct of audits,
examinations, and proceedings by appropriate governmental authorities which
could result in a redetermination of tax liabilities (for all periods prior to
or following the Effective Date) of any party to this Agreement; and (4) the
cooperation of all parties with one another in order to fulfill their duties and
responsibilities under this Agreement and under applicable laws.

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

SECTION 1.     DEFINITIONS.

               As used herein, the following terms shall have the following
meanings:

               (a) "Affiliated Group" shall have the meaning attributed to that
term in Section 1504 of the Code, determined without regard to Section 1504(b)
of the Code.

               (b) "Code" shall have the meaning attributed to that term in the
recitals above.

               (c) "Common Parent" shall have the meaning attributed to that
term in the Consolidated Return Regulations (Treas. Reg. Section 1.1502-1 et
seq.) promulgated pursuant to Section 1502 of the Code.

               (d) "Consolidated Return Regulations" shall have the meaning
attributed to that term in Section 4 hereof.

               (e) "Effective Date" shall mean the date on which the
Registration Statement relating to the Offering is declared effective under the
Securities Act.

               (f) "IRS" or "Service" shall have the meaning attributed to that
term in the recitals above.

               (g) "Joint Contest" shall mean a Tax Contest seeking a
redetermination of Taxes involving one of more Members (determined by reference
to the time of such contest rather than the period for which such return was
filed) of the Tridex Group and one or more Members of the TransAct Group,
whether such corporations joined in the filing of returns on a consolidated,
combined, or unitary basis (including similar aggregate reporting for certain
foreign jurisdictions).

               (h) "Member" shall have the meaning attributed to that term in
Section 1.1502-1(b) of the Regulations, but without regard to whether a
corporation qualifies to be a Member of an Affiliated Group under Section
1504(b) of the Code.

               (i) "Minimum Tax Credit" shall have the meaning attributed to
that term in Section 5 hereof.

               (j) "Offering" shall have the meaning attributed to that term in
the recitals above.

               (k) "Plan" shall have the meaning attributed to that term in the
recitals above.

               (l) "Regulations" shall have the meaning attributed to that term
in the recitals above.

               (m) "Separate Contest" shall mean a Tax Contest which involves:
(i) only Members (or their direct and indirect subsidiaries) of the Tridex Group
or (ii) only Members (or their direct and indirect subsidiaries) of the TransAct
Group.

               (n) "Separation Date" shall mean the date, if any that TransAct
shall cease to be a member of the Tridex Group.

               (o) "Tax" or "Taxes" shall mean (i) all federal income taxes and
state, local, and foreign income and franchise taxes (or taxes in lieu thereof)
plus (ii) any penalties, fines or additions to tax with respect thereto, plus
(iii) any interest with respect to the items contained in (i) and (ii).

               (p) "Tax Attributes" shall mean any losses, credits and other tax
attributes that may be carried forward or back by any Member of the Tridex Group
or the TransAct Group on a separate return or consolidated basis to a taxable
year other than the taxable year in which such attribute is recognized,
including, but not limited to, net operating losses, alternative minimum tax
credits, targeted jobs tax credits, investment tax credits, foreign tax credits,
research and development credits, and similar credits under state or local law.

               (q) "Tax Contest" shall mean an audit, review, examination or the
like, inclusive of litigation, with the purpose or effect of redetermining Taxes
of any corporation or other entity (without regard to whether such matter was
initiated by an appropriate taxing authority or in response to a claim for a
refund).

               (r)     "Tax Deficiency" or "Tax Deficiencies" shall mean with
respect to previously filed returns an assessment for Taxes as a result of
audits by or applications to the Service and other taxing authorities or
judicial determination.

               (s)     "Tax Liability" or "Tax Liabilities" shall mean a 
liability for Taxes.

               (t)     "Tax Refund" or "Tax Refunds" shall mean with respect to
previously filed returns, a refund of Taxes as a result of audits by or
application to the Service and other taxing authorities or judicial
determination.

               (u)     "TransAct" shall have the meaning attributed to that term
in the preamble hereof.

               (v)     "TransAct Group" shall mean the group of corporations at
any given time after the Separation Date which would be the Affiliated Group of
which TransAct is the Common Parent if TransAct was a "common parent" within the
meaning of the Consolidated Return Regulations, and where relevant, all other
subsidiaries which are owned directly or indirectly by its Members.

               (w)     "Tridex" shall have the meaning attributed to such term
in the preamble hereof.

               (x)     "Tridex Group" shall mean the group of corporations at
any given time (either prior to, or subsequent to, the Effective Date) which
would be the Affiliated Group of which Tridex is the Common Parent if Tridex was
a "common parent" within the meaning of the Consolidated Return Regulations, and
where relevant, all other subsidiaries which are owned directly or indirectly by
its Members.

SECTION 2.     CONSOLIDATED RETURN ELECTION; ALLOCATION OF TAX OBLIGATIONS; 
               POST-SEPARATION DATE ALLOCATIONS AND PAYMENTS; TREATMENT OF TAX
               CARRYFORWARDS; AND COMPUTATION OF INCOME TAX PROVISIONS.

               (a)     Consolidated Return Election. In determining Tax
Liabilities of the Tridex Group and its Members for Fiscal 1996 and where
relevant any subsequent fiscal year up to the Separation Date, the computations
of the tax liabilities of the Tridex Group and its Members shall, to the extent
permitted by law, be made in accordance with the methods used in the
consolidated returns for the fiscal years ending prior to Fiscal 1996 which
include Tridex and TransAct.

               (b)     Allocation of Tax Obligations.

               (i)     Taxes assessed pursuant to the returns described in the
                       preceding subsection will be allocated among the Members
                       of the Tridex Group pursuant to the Tridex Group's
                       historic tax allocation method, described in Section
                       1552(a)(2) of the Code and Section 1502-33(d)(3) of the
                       Regulations (applying a fixed percentage of 100 percent).

               (ii)    With respect to fiscal 1996 and any subsequent fiscal
                       year or portion thereof up to the Separation Date for
                       which TransAct remains a Member of the Tridex Group,
                       TransAct shall pay to Tridex an amount equal to the
                       federal income taxes for such period which the TransAct
                       Group would have been liable but for the fact of being a
                       Member of the Tridex Group.

               (iii)   With respect to Taxes which are determined on a
                       consolidated, combined or unitary basis, similar
                       principles as those described in Section 2(b)(i) and (ii)
                       shall govern the allocation of such Tax Liabilities among
                       the parties hereto.

               (c)     Post-Separation Date Allocations and Payments. With
respect to any fiscal year or portion thereof when TransAct is no longer a
member of the Tridex Consolidated Group, beginning on the Separation Date, the
allocations (to be made by Tridex and TransAct for any fiscal year) will be made
not later than 90 days following the filing of the Federal consolidated income
tax return of the Tridex Group for each such period. Any payments required as a
result of the allocations for any portion of any fiscal year in which the
Separation Date occurs will be made by TransAct or Tridex as the case may be, in
federal or immediately available funds to such bank account as shall be
designated by the recipient. Subject to the provisions of Section 10(c) hereof,
such payment shall be made not later than 95 days after the aforementioned
returns are filed.

               (d)    Treatment of Tax Carryforwards. Magnetec currently has
available for its use certain net operating loss and tax credit carryforwards.
If for any fiscal year beginning after the Effective Date, TransAct uses any net
operating loss or tax credit carryforward of Magnetec's available for use as of
the Effective Date, TransAct will pay to Tridex an amount equal to the net
benefit of the carryforward used in the taxable year. Such payment will be made
not later than 90 days following the filing of the Federal consolidated income
tax return of the Tridex Group for each such period.

               (e)     Computation of Income Tax Provisions. For financial
reporting purposes, the TransAct Group will compute its income tax accounts as
if a separate return had been filed, using those elements of income and expense
as reported in the consolidated or combined financial statements in accordance
with U.S. Generally Accepted Accounting Principles.

SECTION 3.     SEPARATE COMPANY LIABILITIES.

               Notwithstanding the provisions of Section 2 hereof, for all
fiscal years prior to the Separation Date, Taxes imposed (including refunds
owed) upon Tridex or a Member of the Tridex Group or any of their direct and
indirect subsidiaries and which are determined or assessed on a separate company
basis will be the separate liability (or asset in the case of a refund) of
Tridex or such Member or such subsidiary and not subject to allocation or
sharing among other Members of the Tridex Group.

SECTION 4.     ALLOCATION OF TAX ATTRIBUTES.

               Except as otherwise provided in Section 5 hereof, all Tax 
Attributes of the Tridex Group (other than foreign tax credits) will be
allocated among Tridex, TransAct and their respective subsidiaries, in
accordance with the Regulations promulgated pursuant to Section 1502 of the Code
or analogous provisions of state, local or foreign law (the "Consolidated Return
Regulations"). All foreign tax credits generated by Tridex's investment in
subsidiaries other than members of the TransAct Group shall be allocated to
Tridex.

SECTION 5.     MINIMUM TAX CREDIT.

               (a)     Allocation of Credit. The credit against income tax
provided by Section 53 of the Code, as well as analogous credits provided by
state, local, or foreign law, for payment of alternative minimum tax in periods
through and including those ending on the Separation Date (the "Minimum Tax
Credit"), shall be allocated as follows:

               (i)     For each year or portion of the year in which the
                       Separation Date occurs, the Minimum Tax Credit for each
                       such year shall be allocated to TransAct in the amount of
                       such credit multiplied by a fraction whose numerator is
                       the sum of the alternative minimum taxable income or loss
                       for such year for all Members of the TransAct Group and
                       whose denominator is the sum of the alternative minimum
                       taxable income or loss for such year for all Members of
                       the TransAct and all Members of the Tridex Group. The
                       remaining portion of such credits shall be allocated to
                       Tridex.

               (ii)    In no event shall either Tridex or TransAct be allocated
                       for any period an amount of Minimum Tax Credit in excess
                       of that available to the Tridex Group for such period.

               (b)     Future Regulations. Notwithstanding Section 2(c) hereof,
in the event that regulations are promulgated which do not permit the Minimum
Tax Credit to be allocated among the members of the Tridex Group in the manner
set forth herein, Tridex or TransAct, as the case may be, will be obligated to
make a payment to the other in an amount equal to the excess of the Minimum Tax
Credit that is allocated to it and its Members by such regulations over that
which would be allocated to it pursuant to Subsection 5(a)(i) above.

SECTION 6.     CARRYBACKS OF TAX ATTRIBUTES.

               (a)     TransAct Carrybacks. If for any taxable year beginning on
or after the Separation Date, TransAct or any Member of the TransAct Group
recognizes a Tax Attribute which TransAct or such Member of the TransAct Group,
under the applicable provisions of the Code and Regulations promulgated under
Section 1502 thereof, is permitted or required to carry back to a prior taxable
year of the Tridex Group or the prior taxable year of

a Member of the Tridex Group (either on a consolidated, combined, unitary or
separate return basis), Tridex (or a Member of the Tridex Group) shall, at
TransAct's cost and expense, file appropriate refund claims within a reasonable
period after being requested by TransAct. Tridex (or the Member of the Tridex
Group receiving such refund) shall promptly remit to TransAct any refunds it
receives with respect to any Tax Attribute so carried back.

               (b)     Tridex Carrybacks. If for any taxable year Tridex or any
Member of the Tridex Group recognizes a Tax Attribute which Tridex or such
Member of the Tridex Group, under the applicable provision of the Code and
Consolidated Return Regulations, carries back to one of its prior taxable years,
Tridex or such Member of the Tridex Group may file appropriate refund claims and
shall be entitled to any refund resulting from such claims.

SECTION 7.     CONDUCT OF TAX CONTESTS.

               (a)     Joint Contests.

               (i)     Each party shall have the right and obligation to pursue
                       and defend against any Joint Contest. TransAct shall
                       conduct Joint Contests, without prejudice to any right or
                       obligation of Tridex relating to such Joint Contest.
                       Tridex, as the Common Parent of the Tridex Group or
                       otherwise, agrees to take all such actions and to cause
                       its subsidiaries to take all such actions as may be
                       necessary to permit TransAct to conduct such Joint
                       Contests. Each party shall cooperate fully with the other
                       during the course of a Joint Contest as provided in
                       Section 7(c) herein, and shall bear its own costs in so
                       doing except as otherwise provided in clause (iv) or
                       clause (v) of this Section 7(a).

               (ii)    Each party hereto shall have the right to extend the
                       statute of limitations on assessments with respect to any
                       Taxes of such party without regard to whether the
                       extension leads to the initiation or the continuation of
                       a Joint Contest; the other party hereto shall cooperate
                       fully with the requesting party in accordance with
                       Section 7(c), and shall execute such documentation as may
                       be required to extend the statute if extension is not
                       otherwise within the legal power of the requesting party.
                       Similarly, each party hereto shall have the right to file
                       a claim for a Tax Refund without regard to whether such
                       claim leads to the initiation or the continuation of a
                       Joint Contest; the other party hereto shall cooperate
                       fully with the requesting party in accordance with
                       Section 7(c), and shall execute such documentation as may
                       be required to claim the Tax Refund if it is not
                       otherwise within the legal power of the requesting party
                       to file such claim. Neither the extension of the statute
                       nor the filing of a claim for Tax Refund in accordance
                       with this paragraph shall entitle either party to any
                       indemnity from the other, except as provided in clause
                       (v) of this Section 7(a).

               (iii)   The party hereto that receives the first information that
                       a taxing authority is conducting an examination of a Tax
                       return which included the other party hereto and/or its
                       subsidiaries shall immediately notify the other that a
                       possible Joint Contest exists and shall afford such other
                       party the opportunity to participate, at its own expense,
                       in contesting in administrative and judicial proceedings
                       all relevant items that affect the Tax Liability or Tax
                       Attributes of such entities. TransAct and Tridex shall
                       share jointly in any decisions involved in connection
                       with settlements of Joint Contests to the extent that
                       items are involved that affect the Taxes or Tax
                       Attributes of both parties or subsidiaries of both
                       parties. Neither party may agree to settle such a dispute
                       without the consent of the other, which shall not be
                       unreasonably withheld. If both parties agree to pursue or
                       defend a Joint Contest, then each party shall bear its
                       own costs of contesting the matter. Notwithstanding the
                       preceding sentence, if the parties agree on the use of
                       third party advisors or experts, the costs thereof shall
                       be shared equally between both parties. If one party
                       acting reasonably and in good faith declines to pursue or
                       defend a Joint Contest, such declining party nevertheless
                       shall cooperate fully with the contesting party in
                       accordance with Section 7(c) herein, and shall bear its
                       own associated costs and expenses, if any, and shall not
                       be entitled to any indemnity from the contesting party
                       except as provided in clause (v) of this Section 7(a);
                       provided however, that the declining party shall not be
                       required to incur any costs of any third party advisors
                       or experts to whose engagement it has not agreed. Each
                       party shall be liable for its share of any redetermined
                       liability for Taxes in accordance with Section 8 herein.

               (iv)    Each party hereto shall act reasonably and in good faith
                       in exercising its right to share jointly in any decisions
                       involved in connection with Joint Contests affecting its
                       Taxes or Tax Attributes. A determination of whether a
                       party is acting reasonably and in good faith shall be
                       made taking into account all relevant facts and
                       circumstances; provided however, that it shall not be
                       considered to be acting reasonably and in good faith for
                       purposes of this Section 7(a) if a party declines a
                       reasonable, good faith request by the other party to
                       facilitate the extension of the statute of limitations or
                       the claim of a Tax Refund (as described in clause (ii) of
                       this Section 8(a)).

               (v)     Neither party shall be required to indemnify or hold
                       harmless the other for any cost or expense incurred in
                       connection with this Agreement. Notwithstanding the
                       preceding sentence, one party shall indemnify the other
                       to the extent of costs (other than Taxes and interest
                       assessed by any taxing authority with respect thereto)
                       incurred by the indemnitee that would not have been
                       incurred but for the failure of the indemnifying party to
                       act reasonably and in good faith in accordance with this
                       Section 7(a). In addition, one party shall indemnify and
                       hold harmless the other from any costs or claims of third
                       party advisors or experts engaged in connection with a
                       Tax Contest and to whose engagement the indemnitee has
                       not agreed.

               (b)     Separate Contests. Any Separate Contests with respect to
tax returns filed by any Member of either the Tridex Group or the TransAct Group
on a separate company basis shall be conducted by the entity which filed such
tax return (or the Common Parent of the Affiliated Group of which such entity is
a Member at the time of such contest), and such entity shall have sole and
complete authority to conduct such Tax Contest, including the authority to
negotiate with and enter into settlements with any taxing authority. If at any
point of the proceedings of a Separate Contest, it becomes a Joint Contest, then
the Tax Contest shall thereafter be conducted as a Joint Contest.

               (c)     Cooperation. Tridex (and the Members of the Tridex Group)
and TransAct (and the Members of the TransAct Group) shall each provide the
assistance reasonably requested by the other with respect to conducting any Tax
Contest, including without limitation providing access to or furnishing books,
records, tax returns and supporting work papers, executing any powers of
attorney or other appropriate documentation required to pursue or defend any Tax
Contest, attending administrative or judicial proceedings in connection with
Joint Contests as necessary, performing necessary computations, and other
functions necessary or helpful to the pursuit or defense of any Tax Contest.

SECTION 8.     REDETERMINED TAX LIABILITIES.

               In the event of a redetermination of Taxes as a result of audits
by the Service or other taxing authority and/or judicial determinations,
payments in connection therewith, if any, made or received by or among Tridex,
TransAct, and their respective subsidiaries, shall be governed by the following
principles:

               (a)     Separate Contests. In the case of matters arising out of
Separate Contests, the redetermined liability will be borne (that is, any
increases in Tax Liability will be paid by, and any decreases in Tax Liability
will be received by) the applicable entity.

               (b)     Joint Contests. In the case of matters arising out of any
Joint Contest, a Tax Deficiency shall be paid to the relevant taxing authority
by, and a Tax Refund received from the relevant taxing authority shall be paid
to, Tridex and/or its subsidiaries; provided, however, that whether or not a
payment is required to or from a relevant taxing jurisdiction and subject to the
provisions of Section 8(c) hereof, TransAct and/or its subsidiaries shall make
payments to Tridex and/or its subsidiaries, or receive payments from Tridex
and/or its subsidiaries, based on the following principles:

               (i)     in the case of adjustments which increase the taxable
                       income of Members of the TransAct Group, TransAct shall
                       make a payment equal to the amount of the adjustment
                       multiplied by the highest applicable marginal rate of
                       taxation in effect for the period for which the
                       adjustment is made; or

               (ii)    in the case of adjustments which decrease taxable income
                       of Members of the TransAct Group, Tridex shall make a
                       payment equal to the amount of the adjustment multiplied
                       by the highest applicable marginal rate of taxation in
                       effect for the period for which the adjustment is made;

               (iii)   in the case of adjustments which decrease current year
                       credits (exclusive of credits carried back or forward
                       into such year) of Members of the TransAct Group,
                       TransAct shall make a payment to Tridex in the amount of
                       such decrease; or

               (iv)    in the case of adjustments which increase currentyear
                       credits (exclusive of credits carried back or forward
                       into such year) of Members of the TransAct Group, Tridex
                       shall make a payment to TransAct in the amount of such
                       increase.

               Notwithstanding the provisions of Section 8(b)(iii)(iv), no
payment will be required under this Section 8(b) in the case of increases or
decreases to the amount of Alternative Minimum Tax Credit. Changes in the amount
of Alternative Minimum Tax Credit will be controlled by the provisions of
Section 8(c) below.

               (c)     Tax Attribute Reallocations. If there is a
redetermination of Tax Liabilities in connection with either a Joint Contest or
a Separate Contest, or for purposes of this Section 8(c) only, as a result of
carrybacks or carryforwards of Tax Attributes, and as a result thereof there is
an adjustment to Tax Attributes (inclusive of Minimum Tax Credits) allocated
among the parties pursuant to Section 4 and 5 hereof:

               (i)     Tridex shall, in the case of credits, make a payment to
                       TransAct equal to the amount of any resulting reduction
                       in items allocated to Members of the TransAct Group, or
                       in the case of income items (including but not limited to
                       net operating losses) Tridex shall make a payment to
                       TransAct equal to the amount of the reduction multiplied
                       by the highest applicable marginal rate of taxation in
                       effect for the period in which the adjustment is made;
                       and

               (ii)    TransAct shall, in the case of credits, make a payment to
                       Tridex equal to the amount of any resulting increase in
                       items allocated to Members of the TransAct Group, or in
                       the case of income items (including but not limited to
                       net operating losses) TransAct shall make a payment to
                       Tridex equal to the amount of the increase multiplied by
                       the highest applicable marginal rate of taxation in
                       effect for the period in which the adjustment is made.

               (d)     Certain Reorganization-Related Redeterminations. Any Tax
Liability arising from adjustments to income in connection with the transactions
contemplated by and effected under the Plan shall be borne entirely by Tridex.

               (e)     Timing of Payments. Any payments required by Section 8(b)
or (c) hereof shall be made within 15 days of such adjustments becoming final.

               (f)     Interest. Payments, if any pursuant to this Section 8
shall bear interest determined by applying similar principles as those described
herein.

SECTION 9.     RETENTION OF RECORDS; ACCESS TO RECORDS; COOPERATION & 
               ASSISTANCE.

               (a)     Retention of Records.

               (i)     Duties of TransAct. TransAct shall retain all tax
                       returns, tax reports, related work papers and all
                       schedule (along with all documents that pertain to any
                       such tax returns, reports, work papers or schedules)
                       which relate to a tax period ending on or before the
                       Separation Date. TransAct shall make such documents
                       available at no cost to Tridex and/or its subsidiaries at
                       Tridex's request. TransAct shall not dispose of such
                       documents without the permission of Tridex.

               (ii)    Duties of Tridex. Tridex shall retain all tax returns,
                       tax reports, related work papers and all schedules (along
                       with all documents that pertain to any such tax returns,
                       reports, work papers or schedules) which relate to any
                       tax period ending on or before the Separation Date.
                       Tridex shall make such documents available at no cost to
                       TransAct and/or its subsidiaries at TransAct's request.
                       Tridex shall not dispose of such documents without the
                       permission of TransAct.

               (b)     Access to Records.

               (i)     Duties of TransAct. TransAct shall permit Tridex or any
                       Members of the Tridex Group (or their direct and indirect
                       subsidiaries), or their designated representative, to
                       have access at any reasonable time and from time to time,
                       after the Separation Date, to all relevant tax returns
                       and supporting papers therefore in respect of periods
                       ending on or before the Separation Date, wherever
                       located, and shall furnish, and request that the
                       independent accountants of TransAct or any of the members
                       of the TransAct Group furnish, to Tridex and its
                       subsidiaries, as the case may be, such additional tax and
                       other information and documents with respect to
                       consolidated federal and state income tax returns filed
                       in respect of periods ending on or before the Separation
                       Date, as Tridex or any of its subsidiaries may from time
                       to time reasonably request.

               (ii)    Duties of Tridex. Tridex shall permit TransAct or any
                       Members of the TransAct Group (or their direct and
                       indirect subsidiaries), or their designated
                       representative, to have access at any reasonable time and
                       from time to time, after the Separation Date, to all
                       relevant tax returns and supporting papers therefore of
                       Tridex and the other members of the Tridex Group in
                       respect of periods ending on or before the Separation
                       Date, wherever located, and shall furnish, and request
                       that the independent accountants of Tridex or any of the
                       members of the Tridex Group furnish, to TransAct and its
                       subsidiaries, as the case may be, such additional tax and
                       other information and documents with respect to
                       consolidated federal and state income tax returns filed
                       in respect of periods ending on or before the Separation
                       Date, as TransAct or any of its subsidiaries may from
                       time to time reasonably request.

               (c)     Assistance and Cooperation. Tridex (and Members of the
Tridex Group) and TransAct (and Members of the TransAct Group) will provide each
other with such cooperation, assistance and information as either of them
reasonably may request of the other with respect to the filing of any tax
return, amended return, claim for refund or other document with any taxing
authority. With respect to the federal consolidated tax return or any
consolidated, combined, or unitary state or local tax return (or similar
aggregate reporting for foreign tax purposes) filed by Tridex for tax periods
which begin before the Separation Date and end after the Separation Date, such
assistance shall include the timely submission by TransAct to Tridex of proforma
tax returns for TransAct and each Member of the TransAct Group, prepared on the
basis that each such Member's tax period ended on the Separation Date.

SECTION 10.    PREPARATION OF TAX RETURNS; ESTIMATED PAYMENTS.

               (a)     FY 1996 and all Pre-Separation Date Taxable Years. Tridex
shall prepare and timely file the Tridex Group consolidated returns for fiscal
1996 and all taxable periods prior to the Separation Date. In connection
therewith, TransAct shall (1) permit Tridex to have access at any reasonable
time and from time to time, after the Separation Date, to all tax returns and
supporting papers therefor of TransAct and its subsidiaries, wherever located;
and (2) furnish to Tridex such additional tax and other information and
documents in the possession of such companies, with respect to consolidated
federal and state income tax returns filed in respect of periods including or
ending before the Separation Date, as Tridex may from time to time reasonably
request. TransAct shall, and shall cause its subsidiaries to, cooperate in
connection with the preparation of the consolidated federal and state income tax
returns of the Tridex Group for fiscal 1996. It shall be the responsibility of
Tridex to make any payments required in connection therewith to the applicable
taxing authorities.

               (b)     Post-Separation Date Taxable Years.

               (i)     TransAct's Separate Returns. All tax returns of the
                       TransAct Group which are filed on a consolidated or
                       combined basis for tax periods beginning after the
                       Separation Date shall 

                       be prepared and filed by TransAct. TransAct shall be
                       solely responsible for the payment of all Taxes due with
                       respect to such tax returns for such tax periods.

               (ii)    Tridex's Separate Returns. All tax returns of the Tridex
                       Group which are filed on a consolidated or combined basis
                       for tax periods beginning after the Separation Date shall
                       be prepared and filed by Tridex. Tridex shall be solely
                       responsible for the payment of all Taxes due with respect
                       to such tax returns for such tax periods.

               (c)     Estimated Payments. All payments (including estimated
payments or payments made in connection with requests for extensions of time to
file such returns) made subsequent to the date hereof with respect to
consolidated, combined, or unitary income tax liabilities of the Tridex Group
and its Members for any and all tax years prior to the Separation Date shall be
made by Tridex. Tridex shall promptly thereafter notify TransAct of the portion,
if any, of such payment which it in good faith believes to be attributable to
TransAct's share of the liability, as determined under the provisions of Section
2 hereof. TransAct shall, within five (5) business days of the due date for such
estimated payments, pay such amount to Tridex or advise Tridex of the basis for
its disagreement.

SECTION 11.       INDEMNIFICATION.

                  With respect to all consolidated federal and state income tax
returns filed by the Tridex Group:

               (a)     Self-Assessments. Tridex shall indemnify and hold
harmless TransAct and its subsidiaries, and TransAct shall indemnify and hold
harmless Tridex and its subsidiaries, from and against any liability, cost, or
expense, including, without limitation, any fine, penalty (including interest on
penalties or penalty increments to interest) or accountants' or attorneys' fees,
arising out of fraudulent or negligently prepared information, workpapers,
documents, and other items used in the preparation of, or presented in, any
return, amended return, or claim for refund filed for the Tridex Group for the
tax years in which a Separation Date occurs, and which information, workpapers,
documents, or other items originated with and/or were prepared by such
indemnifying party.

               (b)     Redeterminations. Except as otherwise provided in Section
11(a) hereof:

               (i)     Tridex shall indemnify and hold harmless TransAct from
                       and against any liability, cost, or expense incurred or
                       paid by TransAct in excess of its share thereof as
                       allocated pursuant to Section 8 hereof, including any
                       amount paid by TransAct in connection with an assessment
                       by the Service or other taxing authority; and

               (ii)    TransAct shall indemnify and hold harmless Tridex from
                       and against any liability, cost, or expense incurred or
                       paid by Tridex in excess of its share thereof as
                       allocated pursuant to Section 8 hereof, including any
                       amount paid by Tridex in connection with an assessment by
                       the Service or other taxing authority.

SECTION 12.    RESOLUTION OF DISPUTES.

               Any disputes between the parties with respect to this Agreement
that cannot be resolved by the parties shall be resolved by a public accounting
firm or a law firm reasonably satisfactory to Tridex and TransAct, the
determination of which shall be final and binding on both parties. The fees and
expenses of such firm shall be borne equally by Tridex and TransAct.

SECTION 13.    SUBSIDIARIES.

               Any reference herein to a subsidiary or subsidiaries includes
Members (and their direct and indirect subsidiaries) of the Tridex Group and the
TransAct Group. To the extent that the provisions of the Agreement pertain to a
subsidiary or subsidiaries of Tridex or TransAct, Tridex and TransAct
respectively agree that it will cause the respective subsidiary or subsidiaries
to carry out the terms of this Agreement.

SECTION 14.    SURVIVABILITY/ASSIGNABILITY.

               This Agreement and each of its provisions shall be binding upon
and inure to the benefit of the parties and their respective heirs and
successors. Nothing in this Agreement is intended or shall be construed to

give any person or entity other than the parties and their respective heirs or
successors any rights or remedies under or by reason of the Agreement and
neither party shall assign its rights and obligations hereunder without the
express written consent of the other party, which consent each party reserves
the right to withhold in its sole and absolute discretion.

SECTION 15.    NOTICES.

               All notices and other communications required or permitted under
this Agreement shall be in writing, shall be deemed delivered upon receipt, and
shall be delivered in person or by courier or sent by certified or registered
mail, return receipt requested, first class, postage prepaid, to the parties at
their respective addresses set forth below, or as to any party at such other
address as shall be designated by such party in a written notice to the other
party:

To TransAct:   TransAct Technologies Inc.
                  7 Laser Lane
                  Wallingford, CT 06492
                  Attention:  President

To Tridex:     Tridex Corporation
                  61 Wilton Road
                  Westport, CT 06880
                  Attention:  President

SECTION 16.    GOVERNING LAW.

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

SECTION 17.    COSTS AND EXPENSES.

               In any action brought to enforce or interpret this Agreement,
each party shall pay its own costs and expenses of maintaining or defending such
action.

SECTION 18.    REMEDIES CUMULATIVE.

               The remedies provided in this Agreement are cumulative and not
exclusive of any remedies provided by law.

SECTION 19.    COUNTERPARTS.

               This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which taken together shall
constitute one and the same Agreement.

SECTION 20.    SEVERABILITY.

               In the event that any portion of this Agreement shall be declared
invalid by order, decree or judgment of a court or governmental agency having
jurisdiction, this Agreement shall be construed as if such portion had not been
inserted herein, except when such construction would operate as an undue
hardship on any party to this Agreement or constitute a substantial deviation
from the general intent and purpose of said parties as reflected in this
Agreement.

SECTION 21.    AMENDMENTS; WAIVER.

               This Agreement may be amended, and the observance of any terms of
this Agreement may be waived, only in a written document signed by Tridex and
TransAct.

SECTION 22.    EFFECTIVENESS OF AGREEMENT.

               This Agreement shall become effective upon the Effective Date and
shall continue in effect until otherwise agreed in writing by Tridex and
TransAct, or their successors.

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

                         TRIDEX CORPORATION

                         By:

                         Title:

                         TRANSACT TECHNOLOGIES INCORPORATED

                         By:

                         Title:

 

Basic Info X:

Name: TAX SHARING AGREEMENT
Type: Tax Sharing Agreement
Date: Aug. 12, 1996
Company: TRIDEX CORP
State: Connecticut

Other info:

Date:

  • July , 1996
  • Fiscal 1996

Organization:

  • TransAct Technologies , Inc.
  • Ithaca Peripherals , Inc.
  • Internal Revenue Service
  • Consolidated Return Regulations Treas
  • Consolidated Return Election
  • Tridex Consolidated Group
  • U.S. Generally Accepted Accounting Principles
  • Allocation of Credit
  • Tax Attribute Reallocations
  • e Timing of Payments
  • Retention of Records
  • b Access to Records
  • Duties of TransAct
  • Post-Separation Date Taxable Years
  • TransAct Technologies Inc.
  • the State of Connecticut

Location:

  • Connecticut
  • Delaware
  • Ithaca
  • Wallingford
  • Wilton Road Westport