Exhibit 10.20

                     STOCK INCENTIVE COMPENSATION AGREEMENT

This Stock Incentive Compensation Agreement made and entered into as of this
10th day of March, 1997, by and between Dennis Lewis of 1857 Route 88 North,
Newark, New York 14513 ("Lewis"), Gary German of 820 Coventry Drive, Webster,
New York 14580 ("German") and Paul Wolf of 15 Manitoba Woods Lane, Spencerport,
New York 14559 ("Wolf") (collectively hereinafter referred to as the "Ultimate
Officers") and Tridex Corporation, a Connecticut corporation, with its principal
place of business at 61 Wilton Road, Westport, Connecticut ("Tridex" or the
"Company") and Ultimate Technology Corporation, a New York corporation
("Ultimate"),

                                    RECITALS

The Ultimate Officers are the senior executive management of Ultimate which is a
wholly-owned subsidiary of Tridex. Each of the Ultimate Officers entered into
Employment Agreements (the "January, 1993 Employment Agreement") with Ultimate
on January 20, 1993, which Employment Agreements expire on April 4, 1998. At the
time the Ultimate Officers entered into the January, 1993 Employment Agreements,
they also entered into an Employee Performance and Compensation Agreement with
Ultimate and Tridex dated January 20, 1993 (the "Performance Agreement"). The
Ultimate Officers and Tridex have reached agreement for entering into new
employment agreements and for termination of the Performance Agreement, and for
the entry into this Agreement and new employment agreements effective upon the
Effective Date hereof.

NOW, THEREFORE, in consideration of the promises and agreements herein
contained, and for other good and valuable consideration, the receipt whereof is
hereby acknowledged, the Ultimate Officers and Tridex agree as follows:

1.   Definitions. As used herein, the following terms shall have the following
     meanings unless the context shall otherwise require:

     a.   "Commission" means the United States Securities and Exchange
          Commission.
     b.   "Closing Value" means on any day the price of the last trade of a
          security on a national exchange, or if no trade occurred on that day
          the average of the closing bid and asked prices.
     c.   "Employment Agreements" means those certain employment agreements
          between Ultimate and each of German, Lewis and Wolf, dated of even
          date herewith.
     d.   "Exchange Act" means the Securities Exchange Act of 1934, as amended.
     e.   "German" - See Introduction.
     f.   "Holder" means any of German, Lewis or Wolf.
     g.   "Indemnified Party" - See Section 13(c).
     h.   "Indemnifying Party" - See Section 13(c).
     i.   "January, 1993 Employment Agreements" - See Introduction.
     j.   "Lewis" - See Introduction.
     k.   "Net TransAct Proceeds" - See Section 7
     l.   "Performance Agreement" - See Introduction
     m.   "Piggyback Registration" - See Section 10.
     n.   "Pledge Agreements" means those certain Pledge Agreements between
          Ultimate and each Ultimate Officer, dated of even date herewith, a
          form of which is attached hereto as Exhibit A.
     o.   "Spin Off" means the distribution of TransAct Stock to holders of
          Tridex Stock.
     p.   "TransAct" means TransAct Technologies, Inc., a Delaware corporation.
     q.   "TransAct Stock" means shares of TransAct Common Stock, par value
          $0.01 per share.
     r.   "TransAct Valuation Date" means a date selected by Tridex a Valuation
          Date for determining the fair market value of any or all TransAct
          Stock then subject to the Pledge Agreement.
     s.   "Tridex" - See Introduction.
     t.   "Tridex Pledged Stock" means Tridex Stock pledged to Ultimate by each
          Ultimate Officer pursuant to Section 3 hereof.
     u.   "Tridex Stock" means shares of Tridex Common Stock, no par value.
     v.   "Valuation Date" means as the context requires (i) the date shares of
          TransAct Stock are sent to the Transfer Agent for registration in the
          name of the Ultimate Officers, (ii)any TransAct Valuation Date, or
          (iii) the date of the Spin-Off.
<PAGE>

     w.   "Transfer Agent" means as the context requires, the transfer agent
          from time to time for with TransAct Stock or Tridex Stock.
     x.   "Sharing Percentages" means as to Lewis - 46%, as to German - 29% and
          as to Wolf - 25%, or if this Agreement shall be terminated as to any
          one of German, Lewis or Wolf in accordance with Section 8 prior to
          January 3, 1999, then the Sharing Percentages for the remaining
          Ultimate Officers shall be such officer's Sharing Percentage divided
          by the Sharing Percentages of all Ultimate Officers then party to this
          Agreement.
     y.   "Ultimate" - See Introduction.
     z.   "Ultimate Officers" - See Introduction.
     aa.  "Wolf" - See Introduction.

2.   Termination of Employee Performance Agreement. The Performance Agreement is
     hereby terminated, and none of the parties to the Performance Agreement
     shall have any further obligation thereunder.

3.   Tridex Representations and Conditions Precedent. Tridex represents to the
     Ultimate Officers that it has (a) received a ruling from the Internal
     Revenue Service that the Spin-Off will be tax free to holders of Tridex
     Stock, (b)received a No Action Letter from the Securities & Exchange
     Commission that shares of TransAct Stock received by holders of restricted
     Tridex securities will not be restricted securities except to the extent
     that the holders are affiliates of TransAct, and (c) that the shares of
     Tridex Stock, when delivered to the Ultimate Officers, will be validly
     issued, fully paid and non-assessable.

4.   Delivery of Tridex Shares.

     a.  Within two (2) business days of the date hereof, Tridex shall issue and
         deliver to each Ultimate Officer a number of Tridex Shares equal to the
         product of (a) 100,000 and (b) such Ultimate Officer's then Sharing
         Percentage, which such shares shall be restricted securities and shall
         bear the legends as hereinafter provided. Each share certificate shall
         bear a restrictive legend as follows:

                  "The shares represented by this Certificate have been acquired
                  for investment and have not been registered under the
                  Securities Act of 1933 as amended, and may not be offered,
                  sold or otherwise transferred, pledged or hypothecated, unless
                  and until such shares are registered under such Act or an
                  opinion of counsel satisfactory to the Company is obtained to
                  the effect that such registration is not required.."

     b.  Concurrent with the execution and delivery of this Agreement each
         Ultimate Officer has executed and delivered to Ultimate a Pledge
         Agreement. Fifty (50%) percent of Tridex Stock received by each
         Ultimate Officer shall be pledged to Ultimate pursuant to the Pledge
         Agreement and shall be immediately delivered to Ultimate with stock
         powers attached to be held by Ultimate pursuant to the terms of this
         Agreement and the Pledge Agreement. In addition, such Tridex Pledged
         Stock and any TransAct Stock received by each Ultimate Officer as a
         dividend with respect to Tridex Pledged Stock shall bear a further
         legend as follows:

                  "The Shares represented by this Certificate are subject to
                  that Certain Stock Incentive Compensation Agreement, dated
                  March 10, 1997 between the recordholder and Tridex Corporation
                  and may not be sold or transferred except pursuant to such
                  Agreement and are further subject to forfeiture by the
                  recordholder upon the happening of certain events as more
                  fully set forth in said Stock Incentive Compensation
                  Agreement."

5.   Additional Distribution.

     a.   On the date of the Spin-Off, the number of shares of TransAct Stock
          received by the Ultimate Officer not subject to the Pledge Agreement
          shall be valued based on the Closing Valuation. If and to the extent
          that the Closing Value of the such TransAct Stock shall be less than
          $600,000, Tridex shall direct Ultimate to release from the Pledge
          Agreement and deliver to the Ultimate Officers a number of shares of
          TransAct Stock based upon the Closing Value on the date of the
          Spin-Off sufficient so that the value of total shares of TransAct
          Stock received by the Ultimate Officers by virtue of the Tridex Stock
          received pursuant to Section 4 and this Section 5a (and not subject to
          the Pledge Agreement) will have a Closing Value on the


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<PAGE>

          date of the Spin-Off equal to $600,000. Additionally Tridex will cause
          the Transfer Agent to remove any restrictive legends with respect to
          such TransAct Stock so delivered to the Ultimate Officers.

     b.   On January 2, 1998 Tridex will direct Ultimate to release from the
          Pledge Agreement and deliver to the Ultimate Officers in accordance
          with their then respective Sharing Percentages, fifty percent (50%) of
          the remaining shares of TransAct and Tridex Stock then held pursuant
          to the Pledge Agreement and fifty percent (50%) of the net proceeds of
          any sale of TransAct Stock pursuant to Section 7 hereof then being
          held by Ultimate. On January 2, 1999, unless this Agreement has been
          terminated pursuant to Section 8 with respect to any Ultimate Officer,
          Tridex, shall direct to Ultimate to release from the Pledge Agreement
          and deliver to the Ultimate Officers in accordance with their then
          Sharing Percentages the balance of the shares of Tridex and TransAct
          Stock and cash or other securities then being held by Ultimate
          pursuant to the Pledge Agreement.

     c.   All shares of Tridex Stock delivered to the Ultimate Officers pursuant
          to this Section 5 shall be restricted securities and bear the legend
          set forth in Section 4.a. hereof. Tridex shall cause the Transfer
          Agent to remove the legend set forth in paragraph 4. b. from all
          TransAct Stock and Tridex Stock delivered pursuant to this Section 5.

     d.   Any payments or distributions required to be made by Ultimate pursuant
          to this Sections 5 shall be reduced by any federal, state or local
          withholding obligations incurred by Ultimate as a result of such
          distribution as determined by its independent public accountant and
          Ultimate is authorized to sell a sufficient number of shares of
          TransAct Stock to satisfy such withholding obligations prior to making
          any distribution thereof in the event that the Net TransAct Proceeds
          which otherwise would be distributed are insufficient to satisfy such
          withholding obligations unless the Ultimate officer shall pay to
          Ultimate the amount of any such insufficiency.

6.   Tridex Guarantee. Tridex guarantees to each Ultimate Officer that in the
     aggregate the total value of the TransAct Stock received by him from Tridex
     using the sum of Closing Values on each Valuation Date shall equal or
     exceed the product of $1.2 million and such Officer's Sharing Percentage
     (the "Guarantee Amount"). The Tridex guarantee shall terminate as to any
     Ultimate Officer with respect to whom this Agreement is terminated pursuant
     to Section 8 hereof. If, on January 3, 1999 the total value of the TransAct
     Stock received by each Ultimate Officer valued as aforesaid shall be less
     than such Officer's Guarantee Amount, Tridex shall, within ten (10) days,
     pay to each such Ultimate Officer an amount equal to the difference between
     his Guarantee Amount and the value of the TransAct Stock theretofor
     delivered to such Ultimate Officer valued in accordance with the provisions
     of this paragraph.

7.   TransAct Valuation Date/Ultimate Officers Option. At any time and from time
     to time upon one business day actual notice to each Ultimate Officer,
     Tridex may set the TransAct Valuation Date with respect to TransAct Stock
     held by Ultimate pursuant to the Pledge Agreement. Upon receipt of such
     notice, each Ultimate Officer shall have the right to instruct Tridex to
     cause Ultimate to sell any or all TransAct Stock which was subject of such
     notice. Upon receipt of such instructions, Ultimate shall sell such
     TransAct Stock in an orderly fashion and the net proceeds of such sale
     shall be distributed in accordance with this Section 7. The Guarantee
     Amount with respect to such Officer's shall be reduced by the amount of
     proceeds. From the proceeds, Ultimate will (a) immediately pay to itself an
     amount determined by its independent public accountants as necessary to
     satisfy any federal, state or local withholding obligations Ultimate may
     have with respect to each Ultimate Officer by reason of such Officer's
     election to sell and (b) on or before March 31 of the year following the
     year in which the sale occurs, distribute to such Ultimate Officer cash
     equal to the positive difference, if any, between: (1) the excess of: (i)
     the actual tax liability of such Ultimate Officer for the calendar year in
     which the sale occurred, over (ii) the tax liability which such Ultimate
     Officer would have incurred had the proceeds of a sale of TransAct Stock
     for such taxable year not been included in such Ultimate Officer's gross
     income (as defined in the Internal Revenue Code of 1986) (such amount to be
     calculated by such Ultimate Officer at Ultimate's cost and communicated to
     Ultimate on or before March 15, and subject to reasonable verification by
     Tridex's independent public accountants), over (2) the amount of such
     withholding paid by Ultimate with respect to any proceeds of sale of
     TransAct Stock during such calendar year. The balance (the "Net TransAct
     Proceeds") shall remain subject to this Agreement and the Pledge Agreement
     and shall be invested by Ultimate in United States obligations with a
     maturity of not more than two years. The account and/or securities in which
     such proceeds are placed or invested shall designate that the owner thereof
     is the appropriate Ultimate Officer but that the account or securities are
     subject to this Agreement and the Pledge


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<PAGE>

     Agreement. All interest paid with respect to the Net TransAct Proceeds or
     securities shall be paid to, or paid over by Ultimate to, the Ultimate
     Officer for whom the account was opened or for whose benefit the securities
     were purchased. In the event an Ultimate Officer does not elect to sell all
     the TransAct Stock which was subject of a TransAct Valuation Date notice,
     the TransAct Stock subject to the notice shall be valued at the Closing
     Value on the TransAct Valuation Date and the value of TransAct Stock as so
     determined with respect to each Ultimate Officer shall reduce such
     Officer's Guarantee Amount.

8.   Early Termination. Notwithstanding any provisions herein to the contrary,
     if prior to January 3, 1999 an Ultimate Officer's Employment Agreement
     shall be terminated for Cause, as that term is defined in such Employment
     Agreement, or if the Ultimate Officer shall voluntarily terminate his
     employment with Ultimate then Ultimate shall have the right to and shall
     sell all TransAct Stock then subject to the Pledge Agreement with such
     terminated Ultimate Officer. The net proceeds of such sale, any securities
     owned by terminated Ultimate Officer then pledged pursuant to Section 7
     hereof and the Pledged Tridex Stock shall be the property of Ultimate free
     and clear of any claims thereto by such Terminated Ultimate Officer.

     Upon the death or disability, as that term is defined in the Employment
     Agreement, prior to December 31, 1998 of an Ultimate Officer, Ultimate
     shall release from the Pledge Agreement with respect to such deceased or
     disabled Ultimate Officer, Net TransAct Proceeds, and all sale TransAct and
     Tridex Stock and shall make the following transfers:

     a.   If such death or disability takes place prior to January 1, 1998, then
          that portion equal to fifty percent (50%) of the Net TransAct Proceeds
          and a number of shares of TransAct Stock and Tridex Stock multiplied
          in each case by a fraction, the numerator of which shall be the number
          of days having elapsed in 1997 prior to the date of such death or
          disability and the denominator of which shall be 365, shall be paid
          (or delivered in the case of stock) to the estate or to the disabled
          Ultimate Officer, as the case may be; or

     b.   If the date of such Ultimate Officer's death or disability shall occur
          after December 31, , 1997 but prior to January 1, 1999, then Ultimate
          shall distribute to the estate of such Ultimate Officer or to the
          disabled Ultimate Officer an amount equal to the Net TransAct
          Proceeds, a number of shares of TransAct Stock, and Tridex Stock,
          multiplied in each case by a fraction, the numerator of which shall be
          the number of days in 1998 having elapsed prior to the date of such
          death or disability and the denominator of which shall be 365.

     c.   Ultimate shall sell the TransAct Stock not so delivered pursuant to
          the foregoing Subsections a. or b. and the cash proceeds thereof
          together with remaining securities and Pledged Tridex Stock shall be
          retained by Ultimate free of any claims of such deceased or disabled
          Ultimate Officer.

     d.   Any payments or distributions required to be made by Ultimate pursuant
          to this Sections 8 shall be reduced by any federal, state or local
          withholding obligations incurred by Ultimate as a result of such
          distribution as determined by its independent public accountant and
          Ultimate is authorized to sell a sufficient number of shares of
          TransAct Stock to satisfy such withholding obligations prior to making
          any distribution thereof in the event that the Net TransAct Proceeds
          which otherwise would be distributed are insufficient to satisfy such
          withholding obligations unless the Ultimate officer shall pay to
          Ultimate the amount of any such insufficiency.

9.   Representations. Each Ultimate Officer represents to Tridex on the date
     hereof, and agrees that such representation shall be deemed made at the
     date of any release of the Tridex Stock from the Pledge Agreement, that:

     a.   He is an "accredited investor" for purposes of Regulation D under the
          Securities Act and that it is acquiring the Tridex Stock for its own
          account, and not with a view to selling or otherwise distributing the
          Tridex Stock in violation of the Securities Act;

     b.   He has sufficient knowledge and experience in investing in companies
          similar to Tridex so as to be able to evaluate the risks of its
          investment in Tridex and is able to financially bear the risks
          thereof;


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<PAGE>

     c.   It has had the opportunity to discuss Tridex's, business, financial
          affairs and management with the Tridex's management and has received
          (or had made available to it) any financial and business documents
          requested by it;

     d.   He understands that (a) the shares of Tridex Stock have not been
          registered under the Securities Act of 1933 by reason of their
          issuance in a transaction exempt from the registration requirements of
          the Securities Act pursuant to Section 4(2) thereof or Rules 505 or
          506 under the Securities Act, (b) such shares must be held
          indefinitely unless a subsequent disposition is registered under the
          Securities Act or is exempt from registration thereunder, (c) such
          shares will bear a legend to that effect, and (d) the Company will
          make a notation on its transfer books to such effect.

10.  Registration Rights

     a.   "Piggy-Back" Registration. If the Company proposes to register any of
          its Tridex Stock under the Securities Act in connection with any
          public offering whether or not for sale for its own account following
          the date hereof (other than a registration on Form S-8 relating solely
          to the sale of securities to participants in a stock plan offered by
          the Company or a registration on Form S-1 or S-4 relating to an
          acquisition), the Company shall promptly give each Holder written
          notice of such registration. Upon the written request of any Holder
          given within thirty (30) days after such notice, the Company shall use
          its best efforts to cause a registration statement covering all of the
          Tridex Stock then owned by such Holder (the "Registerable Securities")
          that each such Holder has requested to be registered to become
          effective under the Securities Act. The Company shall be under no
          obligation to complete any offering of its securities it proposes to
          make under this Section 10 and shall incur no liability to any Holder
          for its failure to do so. Notwithstanding any other provisions of this
          Section 10, if the managing underwriter for the offering advises the
          Company in writing that marketing factors require a limitation of the
          number of shares to be underwritten, then the Company shall so advise
          all Holders of Registerable Securities which would otherwise be so
          underwritten, and the number of shares of Registerable Securities that
          may be included in the underwriting shall be allocated as follows:

          (i)  First, to the Company for shares requested to be sold by it in
               such offering.

          (ii) Second, to the Holders for shares to be sold by them in such
               offering in accordance with their initial Sharing Percentage.

          In no event shall the rights granted to the Holder in this Agreement
          reduce the number of Registerable Securities to be included in any
          offering by the Company. In the event that any limitation is imposed
          hereunder on the number of Registerable Securities that any Holder may
          include in such offering, the registration rights provided herein
          shall continue in full force and effect with respect to any remaining
          unregistered Registerable Securities of such Holder or any Tridex
          Stock thereafter delivered to such Holder pursuant to this Agreement;
          provided that the registration rights granted pursuant to this
          agreement shall terminate on January 1, 2001.

     b.   Selection of Underwriters. In any Piggyback Registration, the Company
          shall (unless Company shall otherwise agree) have the right to select
          the investment bankers and managing underwriters in such registration.

     c.   Expenses. Tridex shall pay all registration expenses in connection
          with one registration of Registerable Securities requested pursuant to
          this Section 3; provided that each Holder of Registerable Securities
          shall pay all underwriting discounts and commissions and transfer
          taxes, if any, relating to the sale or disposition of such Holder's
          Registerable Securities pursuant to a registration statement effected
          pursuant to this Section 10.

11.  Obligations of the Company

     In connection with the registration of any Registerable Securities, the
     Company shall take the following actions as expeditiously as reasonably
     possible:

     a.   prepare and file with the Commission a registration statement with
          respect to such Registerable Securities and use its best efforts to
          cause such registration statement to become effective (provided, that
          before filing a registration statement or prospectus or any amendments
          or supplements thereto, the Company will


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<PAGE>

          furnish to one counsel, selected by the Holders, copies of all such
          documents proposed to be filed, which documents will be subject to the
          timely review of such counsel);

     b.   prepare and file with the Commission such amendments and supplements
          to such registration statement and the prospectus used in connection
          therewith as may be necessary to keep such registration statement
          effective for not more than nine (9) months, and comply with the
          provisions of the Securities Act with respect to the disposition of
          all securities covered by such registration statement during such
          effective period in accordance with the intended methods of
          disposition by the sellers thereof set forth in such registration
          statement;

     c.   upon request, furnish to each seller of Registerable Securities such
          number of copies of such registration statement, each amendment and
          supplement thereto, the prospectus included in such registration
          statement (including each preliminary prospectus) and such other
          documents as each such seller may reasonably request in order to
          facilitate the disposition of the Registerable Securities owned by
          each such seller;

     d.   use its best efforts to register or qualify such Registerable
          Securities under such other securities or blue sky laws of such
          jurisdictions as any Holder reasonably requests and do any and all
          other acts and things which may be reasonably necessary or advisable
          to enable such Holder to consummate the disposition in such
          jurisdictions of the Registerable Securities owned by such Holder;
          provided that the Company will not be required (i) to qualify
          generally to do business in any jurisdiction where it would not
          otherwise be required to qualify but for this subparagraph (d), (ii)
          to subject itself to taxation in any such jurisdiction or (iii) to
          consent to general service of process in any such jurisdiction;

     e.   notify each seller of such Registerable Securities, at any time when a
          prospectus relating thereto is required to be delivered under the
          Securities Act, of the happening of any event as a result of which the
          prospectus included in such registration statement contains an untrue
          statement of a material fact or omits any fact necessary to make the
          statements therein not misleading, and, at the request of any such
          seller, the Company will promptly prepare (and, when completed, give
          notice to each seller of Registerable Securities) a supplement or
          amendment to such prospectus so that, as thereafter delivered to the
          purchasers of such Registerable Securities, such prospectus will not
          contain an untrue statement of a material fact or omit to state any
          fact necessary to make the statements therein not misleading; that
          upon such notification by the Company, each seller of such
          Registerable Securities will not offer or sell such Registerable
          Securities until the Company has notified such seller that it has
          prepared a supplement or amendment to such prospectus and delivered
          copies of such supplement or amendment to such seller;

     f.   provide a transfer agent and registrar for all such Registerable
          Securities not later than the effective date of such registration
          statement;

     g.   enter into such customary agreements (including underwriting
          agreements in customary form) in order to expedite or facilitate the
          disposition of such Registerable Securities; and,

     h.   permit each Holder, in its sole and exclusive judgment which might be
          deemed to be an underwriter or a controlling person of the Company
          within the meaning of Section 15 of the Securities Act, to participate
          in the preparation of such registration or comparable statement and to
          permit the insertion therein of material, furnished to the Company in
          writing, which in the reasonable judgment of the Holder and its
          counsel should be included, provided that such material shall be
          furnished under such circumstances as shall cause it to be subject to
          the indemnification provisions provided pursuant to Section 13(b)
          hereof.

12.  Cooperation by Prospective Sellers, Etc.

     a.   Each prospective seller of Registerable Securities will furnish to the
          Company in writing such information as the Company may reasonably
          require from such seller, and otherwise reasonably cooperate with the
          Company in connection with any registration statement with respect to
          such Registerable Securities.

     b.   The failure of any prospective seller of Registerable Securities to
          furnish any information or documents in accordance with any provision
          contained in this Agreement shall not affect the obligations of the
          Company under this Agreement to any remaining sellers who furnish such
          information and documents unless in the


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          reasonable opinion of counsel to the Company or the underwriters, such
          failure impairs or may impair the viability of the offering or the
          legality of the registration statement or the underlying offering.

     c.   each selling Holder shall enter into and perform its obligations under
          an underwriting agreement with the managing underwriter for such
          offering in customary form not inconsistent with this Agreement,
          including furnishing any opinion of counsel and agreeing to
          indemnification obligations reasonably requested by the managing
          underwriter, but in no event will any Holder be liable for
          indemnification obligations in excess of the net offering proceeds
          received by such Holder.

13.  Indemnification

     a.   Indemnification by the Company. The Company will indemnify the Holder
          requesting or joining in a registration and each underwriter of the
          securities so registered, the officers, directors and partners of each
          such person and each person, if any, who controls any thereof (within
          the meaning of the Securities Act) against any and all claims, losses,
          damages and liabilities (or actions in respect thereof) arising out of
          or based on any untrue statement (or alleged untrue statement) of any
          material fact contained in any prospectus, offering circular or other
          document incident to any registration, qualification or compliance (or
          in any related registration statement, notification or the like) or
          any omission (or alleged omission) to state therein any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading, or any violation by the Company of any rule or
          regulation promulgated under the Securities Act applicable to such
          person and relating to any action or inaction required of such person
          in connection with any such registration, qualification or compliance,
          and the Company will reimburse each such Holder, underwriter, officer,
          director, partner and controlling person for any legal and any other
          expenses reasonably incurred in connection with investigating or
          defending any such claim, loss, damage, liability or action; provided,
          however, that the Company will not be liable in any such case to the
          extent that any such claim, loss, damage or liability arises out of or
          is based on any untrue statement or omission based upon written
          information furnished to the Company in an instrument duly executed by
          the Holder, underwriter, officer, director, partner or controlling
          person and stated to be specifically for use in such prospectus,
          offering circular or other document.

     b.   Indemnification by the Holder. The Holder requesting or joining in a
          registration will indemnify each underwriter of the securities so
          registered, the Company and the officers, directors and partners of
          each such person and each person, if any, who controls any thereof
          (within the meaning of the Securities Act) and their respective
          successors in title and assigns against any and all claims, losses,
          damages and liabilities (or actions in respect thereof) arising out of
          or based on any untrue statement (or alleged untrue statement) of any
          material fact contained in any prospectus, offering circular or other
          document incident to any registration, qualification or compliance (or
          in any related registration statement, notification or the like) or
          any omission (or alleged omission) to state therein any material fact
          required to be stated therein or necessary to make the statement
          therein not misleading, and the Holder will reimburse each
          underwriter, the Company and each other person indemnified pursuant to
          this paragraph (b) for any legal and any other expenses reasonably
          incurred in connection with investigating or defending any such claim,
          loss, damage, liability or action; provided, however, that this
          paragraph (b) shall apply only if (and only to the extent that) such
          statement or omission was made in reliance upon written information
          furnished to such underwriter or the Company in an instrument duly
          executed by the Holder and stated to be specifically for use in such
          prospectus, offering circular or other document (or related
          registration statement, notification or the like) or any amendment or
          supplement thereto; and provided further that the Holder's liability
          hereunder with respect to any particular registration shall be limited
          to an amount equal to the proceeds received by the Holder from the
          Registerable Securities sold by the Holder in such registration.

     c.   Indemnification Proceedings. Each party entitled to indemnification
          pursuant to this Section 13 (the "Indemnified Party") shall give
          notice to the party required to provide indemnification pursuant to
          this Section 13 (the "Indemnifying Party") promptly after such
          Indemnified Party acquires actual knowledge of any claim as to which
          indemnity may be sought, and shall permit the Indemnifying Party (at
          its expense) to assume the defense of any claim or any litigation
          resulting therefrom; provided that counsel for the Indemnifying Party,
          who shall conduct the defense of such claim or litigation, shall be
          reasonably acceptable to the Indemnified Party, and the Indemnified
          Party may participate in such defense at such party's expense; and
          provided, further, that the failure by any Indemnified Party to give
          notice as provided in this paragraph (c) shall not relieve the
          Indemnifying Party of its obligations under this Section 13 except


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          to the extent that the failure results in a failure of actual notice
          to the Indemnifying Party and such Indemnifying Party is damaged as a
          result of the failure to give notice. No Indemnifying Party, in the
          defense of any such claim or litigation, shall, except with the
          consent of each Indemnified Party, consent to entry of any judgment or
          enter into any settlement which does not include as an unconditional
          term thereof the giving by the claimant or plaintiff to such
          Indemnified Party of a release from all liability in respect to such
          claim or litigation. The reimbursement required by this Section 13
          shall be made by periodic payments during the course of the
          investigation or defense, as and when bills are received or expenses
          incurred.

14.  Contribution in Lieu of Indemnification

     If the indemnification provided for in Section 13 hereof is unavailable to
     a party that would have been an Indemnified Party under any such section in
     respect of any losses, claims, damages or liabilities (or actions in
     respect thereof) referred to therein, then each party that would have been
     an Indemnifying Party thereunder shall, in lieu of indemnifying such
     Indemnified Party, contribute to the amount paid or payable by such
     Indemnified Party as a result of such losses, claims, damages or
     liabilities (or actions in respect thereof) in such proportion as is
     appropriate to reflect the relative fault of the Indemnifying Party on the
     one hand and such Indemnified Party on the other in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof). The relative fault shall be
     determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact relates to information supplied by the
     Indemnifying Party or such Indemnified Party and the parties' relative
     intent, knowledge, access to information and opportunity to correct or
     prevent such statement or omission. The Company and the Holder agree that
     it would not be just and equitable if contribution pursuant to this Section
     14 were determined by pro rata allocation or by any other method of
     allocation which does not take account of the equitable considerations
     referred to above in this Section 14. The amount paid or payable by an
     Indemnified Party as a result of the losses, claims, damages or liabilities
     (or actions in respect thereof) referred to above in this Section 14 shall
     include any legal or other expenses reasonably incurred by such Indemnified
     Party in connection with investigating or defending any such action or
     claim. No person guilty of fraudulent misrepresentation (within the meaning
     of Section 11(f) of the Securities Act) shall be entitled to
     indemnification or contribution from any person who was not guilty of such
     fraudulent misrepresentation.

15.  Reports Under The Exchange Act

     In order to provide the Holder the benefits of Rule 144 under the
     Securities Act to sell securities of the Company to the public without
     registration, the Company agrees to:

     a.   Public Information. Make and keep public information available as
          those terms are understood and defined in Rule 144, at all times after
          the date hereof.

     b.   Timely Filing. File with the SEC in a timely manner all reports and
          other documents required of the Company under the Securities Act and
          the Exchange Act.

     c.   Compliance; Information. Furnish to any Holder, so long as Holder owns
          any Registerable Securities, forthwith upon request (i) a written
          statement by the Company that it has complied with the reporting
          requirements of Rule 144, the Securities Act and the Exchange Act,
          (ii) the most recent annual or quarterly report of the Company and
          such other reports and documents so filed by the Company, and (iii)
          such other information as may be reasonably requested in availing any
          Holder of Rule 144 rights to sell Registerable Securities to the
          public without registration.

16.  Lockup Agreement

     The Holder, if the Company or the managing underwriters so request in
     connection with any underwritten registration of the Company's Securities,
     will not, without the prior written consent of the Company or such
     underwriters, effect any public sale or other distribution of any equity
     securities of the Company, including any sale pursuant to Rule 144, during
     the seven days prior to, and during the ninety (90) day period commencing
     on the effective date of such underwritten registration, except in
     connection with such underwritten registration.


                                       8
<PAGE>

17.  Participation In Underwritten Registrations

     No person may participate in any underwritten registration pursuant to this
     Agreement unless such person (a) agrees to sell such person's securities on
     the basis provided in any underwriting arrangements approved by the persons
     entitled, under the provisions hereof, to approve such arrangements, and
     (b) completes and executes all questionnaires, powers of attorney,
     indemnities, underwriting agreements and other documents reasonably
     required by the terms of such underwriting arrangements. The Holder shall
     be entitled at any time to withdraw such Registerable Securities from such
     registration prior to its effective date in the event that the Holder shall
     disapprove of any of the terms of the related underwriting agreement but
     only if the Holder is permitted to do so by the managing underwriters or
     pursuant to any agreement therewith.

18.  Miscellaneous

     a.   Amendments and Waivers. The provisions of this Agreement, including
          the provisions of this paragraph (a), may not be amended, modified or
          supplemented, and any waiver or consent to or any departure from any
          of the provisions of this Agreement may not be given and shall not
          become or be effective, unless and until (in each case) the Company
          shall have received the prior written consent of each Holder to any
          such amendment, modification, supplement, waiver or consent.

     b.   Term. Subject to the provisions of Section 10(a), the agreements of
          the Company contained in this Agreement shall continue in full force
          and effect so long as the Holder holds any Registerable Securities.

     c.   Notices. Except as provided in Section 7, all notices provided for or
          permitted hereunder shall be made in writing by hand delivery,
          registered or certified first-class mail, telex, telecopier or air
          courier guaranteeing overnight delivery:

          (i)  if to a Holder, at the address set after such Holder's name in
               the Introduction with a copy to:
               Michael R. McEvoy, Esq.
               Harter, Secrest & Emery
               700 Midtown Tower
               Rochester, New York 14804

               and

          (ii) if to the Company, at:
               61 Wilton Road
               Westport, Connecticut 06880

               with a copy to:
               Stephen J. Carlotti
               Hinckley, Allen & Snyder
               1500 Fleet center
               Providence, Rhode Island 02903

          and thereafter at such other address, notice of which is given in
          accordance with the provisions of this Section 18(c).

          All such notices shall be deemed to have been duly given: when
          delivered by hand, if personally delivered; five business days after
          being deposited in the mail, postage prepaid, if mailed; when answered
          back, if telexed; when receipt acknowledged, if telecopied; and on the
          next business day, if timely delivered to an air courier guaranteeing
          overnight delivery.

     d.   Successors and Assigns. This Agreement shall inure to the benefit of
          and be binding upon the successors and assigns of each of the parties,
          including, without limitation, subsequent holders of Registerable
          Securities agreeing to be bound by all of the terms and conditions of
          this Agreement by executing an Instrument of Accession.

     e.   Counterparts. This Agreement may be executed in four or more
          counterparts and by the parties hereto in separate counterparts, each
          of which when so executed shall be deemed to be an original and all of
          which taken together shall constitute one and the same instrument.


                                       9
<PAGE>

     f.   Headings. The headings in this Agreement are for convenience of
          reference only and shall not constitute a part of this Agreement, nor
          shall they affect their meaning construction or effect.

     g.   Governing Law. The validity, performance, construction and effect of
          this Agreement shall be governed by and construed in accordance with
          the internal laws of the State of Connecticut , without giving effect
          to principles of conflicts of law.

     h.   Severability. In the event that any one or more of the provisions
          contained herein, or the application thereof in any circumstance, is
          held invalid, illegal or unenforceable, the validity, legality and
          enforceability of any such provision in every other respect and of the
          remaining provisions contained herein shall not be affected or
          impaired thereby.

     i.   Entire Agreement. This Agreement is intended by the parties as a final
          expression of their agreement and intended to be a complete and
          exclusive statement of the agreement and understanding of the parties
          hereto in respect of the subject matter contained herein. There are no
          restrictions, promises, warranties or undertakings, other than those
          set forth or referred to herein with respect to the registration
          rights granted by the Company with respect to the Registerable
          Securities.

This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

The parties hereto have caused this Agreement to be duly executed under seal as
of the date first above written.

                                        Tridex Corporation


                                        By: /s/  Seth M. Lukash
                                           -------------------------------------
                                            Chairman and Chief Executive Officer


                                        /s/  Gary German
                                        ----------------------------------------
                                        Gary German


                                        /s/  Dennis Lewis
                                        ----------------------------------------
                                        Dennis Lewis


                                        /s/  Paul Wolf
                                        ----------------------------------------
                                        Paul Wolf


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