EXHIBIT D CONSENT AGREEMENT AGREEMENT dated as of the 3rd day of July, 2001 among Systems Holding, Inc., a Delaware corporation (hereinafter referred to as "Holdco"), Electronic Retailing Systems International, Inc., a Delaware corporation...Consent Agreement • July 26th, 2001 • Systems Holding Inc • Calculating & accounting machines (no electronic computers) • Connecticut
EXHIBIT C PARTICIPATION AGREEMENT Dated: As of June 26, 2001 10% Guaranteed Secured Notes of Electronic Retailing Systems International, Inc. TABLE OF CONTENTS Page ARTICLE I PARTICIPATIONS 1 ARTICLE II PARTICIPATION RIGHTS 2 ARTICLE III 8% NOTE...Participation Agreement • July 26th, 2001 • Systems Holding Inc • Calculating & accounting machines (no electronic computers) • Connecticut
