<PAGE>

                                 EXHIBIT 10.29

                            ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of October 9,
2001, by and among (i) Optimal Robotics Inc., a corporation organized and
existing under the laws of the State of Delaware ("Purchaser"), and (ii) MAI
Systems Corporation, a corporation organized and existing under the laws of the
State of Delaware ("Seller").

        WHEREAS Seller maintains a legacy hardware maintenance business (defined
in Section 10.1 as the "Business"), in respect of which Purchaser provides all
of the hardware maintenance service to customers of the Business pursuant to the
2000 Agreement (as hereinafter defined in Section 10.1);

        WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to
acquire from Seller all of the assets relating to the Business, which assets
consist of the Customer Contracts, the Inventory, the Equipment and the Accounts
Receivable (as such terms are hereinafter defined in Section 1.1), the whole on
the terms and subject to the conditions set forth herein (the "Acquisition").

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1.      PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF CUSTOMER CONTRACT
        LIABILITIES

        1.1     ACQUIRED ASSETS. Subject to and upon the terms and conditions
                set forth in this Agreement, Seller hereby sells, transfers,
                conveys, assigns and delivers to Purchaser, and Purchaser hereby
                purchases, free and clear of all Liabilities and Liens, other
                than the Assumed Obligations, such that Purchaser shall have
                good and marketable title thereto, free and clear of all
                Liabilities and Liens other than the Assumed Obligations, all of
                Seller's right, title and interest in and to the following
                assets of the Business (collectively, the "Acquired Assets"):

                1.1.1.  the customer contracts listed on Schedule 1.1.1, to the
                        extent only that such rights, title and interest pertain
                        to the provision of hardware maintenance services (the
                        "Customer Contracts"). The Seller will retain all rights
                        under such contracts to the extent that they relate to
                        the provision of software maintenance and support;

                1.1.2.  all of the inventory used exclusively in the Business
                        (including, without limitation, all replacement parts)
                        of Seller, whether in transit or otherwise, which
                        inventory is the inventory set forth on Schedule 1.1.2,
                        (the "Inventory"), which Inventory is currently in the
                        possession of the Purchaser's field technicians or is in
                        the possession of BCP Systems, Inc. ("BCP"), in
                        Placentia, California;

                1.1.3.  all machinery, equipment, parts, tools and other fixed
                        assets that are owned by Seller and used in the carrying
                        on of the Business, wherever


<PAGE>

                        located, which includes the machinery, equipment, parts,
                        tools, and other fixed assets set forth on Schedule
                        1.1.3 (the "Equipment"), which Equipment is currently in
                        the possession of the Purchaser's field technicians or
                        is in the possession of BCP, in Placentia, California;
                        and

                1.1.4.  the "T&M" accounts receivable of the Business as at the
                        date hereof, for which a partial listing, as of August
                        31, 2001, is set forth on Schedule 1.1.4 (the "Accounts
                        Receivable"). The Seller undertakes to provide to the
                        Purchaser, on or prior to October 15, 2001, a
                        replacement Schedule 1.1.4, initialed on behalf of the
                        Seller by its signatory hereto. The Seller represents
                        and warrants to the Purchaser that the aggregate face
                        amount of the Accounts Receivable, as shall be set forth
                        on the replacement Schedule 1.1.4, shall be at least
                        $40,000, less the aggregate amount of any credits issued
                        by Seller and approved by Purchaser, from August 31,
                        2001 to the date hereof. For the purposes hereof,
                        "Accounts Receivable" shall be deemed to include amounts
                        owing to Seller for services rendered but not invoiced
                        as of the date hereof, to the extent listed on Schedule
                        1.1.4.

                The Inventory and Equipment are sold on an "as is" basis, the
                Seller hereby excluding any and all express or implied
                warranties as to fitness for a purpose or merchantability in
                regard to the Inventory and Equipment. Purchaser acknowledges
                having had the opportunity to evaluate an/or inspect the
                Inventory and Equipment and accepts them in their current
                condition.

                The Seller makes no representation that the Accounts Receivable
                are collectable.

                For no additional consideration, the Seller hereby grants to the
                Purchaser a non-exclusive, non-transferable (except as provided
                in the next following paragraph of this Section 1.1),
                irrevocable, worldwide, perpetual, royalty-free license (the
                "License") of the right to use all documentation, schematics,
                software and diagnostic software (collectively, the "Licensed
                Material") required in order to setup, configure, test,
                troubleshoot and repair the products that are to be serviced
                pursuant to the Customer Contracts, and the Seller hereby
                delivers to the Purchaser a copy of the Licensed Material.

                Notwithstanding the foregoing paragraph of this Section 1.1, the
                Purchaser shall have the right to transfer the License and the
                Licensed Materials to its affiliates and, with the Seller's
                prior written consent, which consent shall not be unreasonably
                withheld, to any successor in interest as a result of the sale
                of Purchaser's business or any part thereof, a consolidation or
                a merger of Purchaser with or into another entity.

        1.2     NON-ASSIGNABLE CONTRACTS. To the extent that any Customer
                Contract is not assignable or transferable without the consent
                or waiver of the other party thereto or any third party
                (including, but not limited to, any Governmental or Regulatory
                Authority) (a "Non-assignable Contract"), or if such assignment
                or transfer or attempted assignment or transfer would constitute
                a breach thereof or a violation of any Law or Order, this
                Agreement shall not constitute an assignment or


                                       2
<PAGE>

                transfer, or an attempted assignment or transfer thereof until
                such consent or waiver has been obtained, and the following
                provisions shall be applicable:

                1.2.1.  Seller shall use its best efforts, and Purchaser shall
                        reasonably cooperate therewith, to obtain the consents
                        and waivers referred to in Section 1.2. To the extent
                        that any consent or waiver referred to in Section 1.2 is
                        not obtained by Seller, Seller shall (A) provide to
                        Purchaser at Seller's expense the benefits of any such
                        Non-assignable Contract, (B) cooperate in any reasonable
                        and lawful arrangement requested by Purchaser designed
                        to provide such benefits to Purchaser; and (C) at the
                        request of Purchaser, enforce for the account of
                        Purchaser at Seller's expense any right of Seller
                        arising from any such Non-assignable Contract against
                        such other party or parties thereto (including the right
                        to elect to terminate in accordance with the terms
                        thereof on the advice of Purchaser).

                1.2.2.  To the extent that Purchaser is provided the benefits
                        pursuant to this Section 1.2 of any such Non-assignable
                        Contract, Purchaser shall perform for the benefit of the
                        other party or parties thereto, the obligations of
                        Seller thereunder or in connection therewith, but only
                        to the extent that (i) such performance would not result
                        in any default thereunder or in connection therewith and
                        (ii) such obligations would have been Assumed
                        Obligations, but for the non-assignability or
                        non-transferability thereof.

                1.2.3.  The provisions of this Section 1.2 shall not affect
                        Seller's indemnification obligations pursuant to Section
                        8.

        1.3     ASSUMED OBLIGATIONS. In connection with the sale, transfer,
                conveyance, assignment and delivery of the Acquired Assets
                pursuant to this Agreement, on the terms and subject to the
                conditions set forth in this Agreement, Purchaser hereby assumes
                and agrees to perform and discharge when due those obligations
                of Seller under the Customer Contracts (the "Assumed
                Obligations").

        1.4     RETAINED OBLIGATIONS. Purchaser shall not assume any of the
                Liabilities of Seller other than the Assumed Obligations.

        1.5     PURCHASE PRICE. The purchase price for the Acquired Assets (the
                "Purchase Price") is $815,522.55, which sum is allocated among
                the Acquired Assets as follows:

                        (a)     As to $50,000 to the Inventory;

                        (b)     As to $50,000 to the Equipment;

                        (c)     As to $20,000 to the Accounts Receivable; and

                        (d)     As to the balance, to the Customer Contracts.

        1.6     PAYMENT OF PURCHASE PRICE. The Purchase Price is payable:

                        (a)     as to an amount of $487,522.55, by way of
                                set-off and compensation against the $487,522.55
                                of accounts receivable


                                       3
<PAGE>

                                owing by Seller to Purchaser as of the date
                                hereof, which accounts receivable are hereby
                                deemed to have been paid in full;

                        (b)     as to an amount of $28,000, by way of set off
                                and compensation against the $28,000 prepayment
                                due by Seller to Purchaser for the October 2001
                                Hospitality and Process Manufacturing services
                                to be performed by Purchaser under the 2000
                                Agreement; and

                        (c)     as to the balance of $300,000, by bank wire,
                                receipt whereof is hereby acknowledged by
                                Seller.

        1.7     ADDITIONAL CONSIDERATION. Purchaser shall pay to Seller, as
                additional consideration for the Acquired Assets, twelve and
                one-half percent (12.5%) of the gross revenues, if any, earned
                by Purchaser pursuant to the Customer Contracts from and after
                the first day of October 2003 through and including the 30th day
                of September 2006 (the "Additional Consideration"); provided,
                however, that if in any calendar quarter during such period, the
                gross profit earned by Purchaser pursuant to the Customer
                Contracts is less than or greater than forty-five percent (45%)
                of gross revenues earned on the Customer Contracts, the
                Additional Consideration payable to Seller in respect of such
                quarter shall be proportionately reduced or increased, as the
                case may be. Within thirty days after the publication by Optimal
                Robotics Corp. of its quarterly or annual consolidated financial
                statements, as the case may be, Purchaser shall certify to
                Seller the amount of the Additional Consideration in respect of
                the preceding calendar quarter and shall forthwith thereafter
                pay to Seller such Additional Consideration. Seller shall have
                the right, on not less than 15 days' notice, directly or through
                the agency of its auditors, to audit the books and records of
                the Purchaser in order to confirm the accuracy of the
                Purchaser's determination as to the amount of the Additional
                Consideration. Such audit may be performed not more than once
                during any period of 12 consecutive months and, in any fiscal
                year of Purchaser, may not be performed during the first
                calendar month following the end of the first, second or third
                fiscal quarter or the second and third calendar months following
                the end of the fiscal year. The date of the audit shall be as
                agreed upon by the parties, acting reasonably. In the event of
                any dispute between the parties as to the gross revenues or
                gross profit earned by Purchaser pursuant to the Customer
                Contracts during any calendar quarter, the matter shall be
                submitted to arbitration in accordance with the provisions of
                Section 11.13 hereof.

2.      CLOSING

        2.1     SELLER DELIVERIES. Concurrently with the execution of this
                Agreement, Seller has delivered to Purchaser:

                2.1.1.  a bill of sale and general assignment in the form of
                        Schedule 2.1.1, duly executed by Seller; and

                2.1.2.  such documents as Purchaser has requested, evidencing
                        the release of all outstanding Liens on the Acquired
                        Assets (duly executed by the respective secured
                        parties).


                                       4
<PAGE>

        2.2     PURCHASER DELIVERIES. Concurrently with the execution of this
                Agreement, Purchaser has delivered to Seller an assumption
                agreement in the form of Schedule 2.2 hereto, duly executed by
                Purchaser.

        2.3     FURTHER ASSURANCES AND POST-CLOSING COOPERATION.

                2.3.1.  At any time or from time to time, at Purchaser's request
                        and without further consideration, Seller shall execute
                        and deliver to Purchaser such other instruments of sale,
                        transfer, conveyance, assignment and confirmation,
                        provide such materials and information and take such
                        other actions as Purchaser may reasonably deem necessary
                        or desirable in order to more effectively transfer,
                        convey and assign to Purchaser, and to confirm
                        Purchaser's title to, all of the Acquired Assets and, to
                        the fullest extent permitted by Law, to put Purchaser in
                        actual possession and operating control of the Acquired
                        Assets and to assist Purchaser in exercising all rights
                        with respect thereto, and otherwise to fulfill its
                        obligations under this Agreement.

                2.3.2.  Seller hereby constitutes and appoints Purchaser the
                        true and lawful attorney of Seller, with full power of
                        substitution, in the name of Seller, or Purchaser, but
                        on behalf of and for the benefit of Purchaser: (i) to
                        demand and receive from time to time any and all the
                        Acquired Assets and to make endorsements and give
                        receipts and releases for and in respect of the same and
                        any part thereof; (ii) to institute, prosecute,
                        compromise and settle any and all Actions or Proceedings
                        that Purchaser may deem proper in order to collect,
                        assert or enforce any claim, right or title of any kind
                        in or to the Acquired Assets, and (iii) to do all such
                        acts and things in relation to the matters set forth in
                        the preceding clauses (i) and (ii) as Purchaser shall
                        deem desirable. Seller hereby acknowledges that the
                        appointment hereby made and the powers hereby granted
                        are coupled with an interest and are not and shall not
                        be revocable by it in any manner or for any reason.

3.      REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants
        to Purchaser as follows:

        3.1     ORGANIZATION OF SELLER. Seller is duly organized, validly
                existing and in good standing under the Laws of the State of
                Delaware.

        3.2     POWER AND AUTHORITY. Seller has the full power and authority to
                execute and deliver this Agreement and to perform its
                obligations hereunder and to consummate the transactions
                contemplated hereby. This Agreement has been duly approved by
                all requisite corporate action of Seller and has been duly and
                validly executed and delivered by Seller. This Agreement
                constitutes the legal, valid and binding obligation of Seller,
                enforceable against it in accordance with its terms.

        3.3     NO CONFLICTS. The execution and delivery by Seller of this
                Agreement, the performance by Seller of its obligations
                hereunder and the consummation of the transactions contemplated
                hereby do not and will not:


                                       5
<PAGE>

                3.3.1.  conflict with or result in a violation or breach of any
                        of the terms, conditions or provisions of the articles
                        or by-laws of Seller;

                3.3.2.  conflict with or result in a violation or breach of any
                        term or provision of any Law, Contract, or Order
                        applicable to Seller or any of its Assets and
                        Properties;

                3.3.3.  (i) conflict with or result in a violation or breach of,
                        (ii) constitute (with or without notice or lapse of time
                        or both) a default under, (iii) require Seller to obtain
                        any consent, approval or action of, make any filing with
                        or give any notice to any Person as a result or under
                        the terms of, (iv) result in or give to any Person any
                        right of termination, cancellation, acceleration or
                        modification in or with respect to, (v) result in or
                        give to any Person any additional rights or entitlement
                        to increased, additional, accelerated or guaranteed
                        payments under, or (vi) result in the creation or
                        imposition of any Lien upon Seller or any of its Assets
                        and Properties under, any Contract to which Seller is a
                        party or by which any of its Assets and Properties are
                        bound; or

                3.3.4.  (i) cause Purchaser to become subject to, or to become
                        liable for the payment of, any Tax, or (ii) cause any of
                        the Acquired Assets to be reassessed or revalued by any
                        Taxing Authority or other Governmental or Regulatory
                        Authority.

        3.4     GOVERNMENTAL APPROVALS AND FILINGS. No consent, approval or
                action of, filing with or notice to any Governmental or
                Regulatory Authority on the part of Seller is required in
                connection with the execution, delivery and performance of this
                Agreement or the consummation of the transactions contemplated
                hereby.

        3.5     LEGAL PROCEEDINGS.

                3.5.1.  There are no:

                        (a)     Actions or Proceedings pending or, to the
                                Knowledge of Seller, threatened against,
                                relating to or affecting Seller or any of its
                                Assets and Properties that could reasonably be
                                expected to result in the issuance of an Order
                                restraining, enjoining or otherwise prohibiting
                                or making illegal the consummation of any of the
                                transactions contemplated by this Agreement or
                                otherwise result in a material diminution of the
                                benefits contemplated by this Agreement to
                                Purchaser;

                        (b)     facts or circumstances Known to Seller that
                                could reasonably be expected to give rise to any
                                Action or Proceeding that would be required to
                                be disclosed pursuant to Section 3.5.1; and

                        (c)     Orders outstanding against Seller restraining,
                                enjoining or otherwise prohibiting or making
                                illegal the consummation of any of the
                                transactions contemplated by this Agreement or
                                which would


                                       6
<PAGE>

                                otherwise result in a material diminution of the
                                benefits contemplated by this Agreement to
                                Purchaser.

                3.5.2.  There are no Actions or Proceedings relating to or
                        affecting Seller or any of its Assets and Properties.

        3.6     EQUIPMENT AND INVENTORY.

                3.6.1.  The Equipment constitutes all tangible personal property
                        (other than Inventory) used in the conduct of the
                        Business. All of the Equipment is owned free and clear
                        of all Liens and all of the Equipment is in good working
                        order and condition, ordinary wear and tear excepted,
                        and its use complies with all applicable Laws.

                3.6.2.  None of the Inventory represents goods sold on
                        consignment or on a guaranteed sale basis, on approval
                        or on a sale-or-return basis or subject to any other
                        repurchase or return arrangement.

                3.6.3.  Attached as Schedule 3.6.3 is a copy of various form
                        agreements (the "Form Agreements") used by Seller in the
                        carrying on of the Business (and which have been used
                        for the entering into of Customer Contracts), and Seller
                        has not given any warranty to any existing customer of
                        the Business except for the warranties expressly
                        provided for in the Form Agreements.

        3.7     CONTRACTS.

                3.7.1.  Schedule 1.1.1 contains a true and complete list of each
                        of the customers of the Business. A copy of all signed
                        original contracts with these customers that are in the
                        possession of the Seller, together with all amendments
                        and supplements thereto and all waivers of any terms
                        thereof, shall be delivered to Purchaser within 21 days
                        of the date hereof.

                3.7.2.  Each Customer Contract is in full force and effect and
                        constitutes a legal, valid and binding Contract,
                        enforceable in accordance with its terms, of each party
                        thereto. Seller and each other party to the Customer
                        Contracts have complied with such contracts and there is
                        not under any such contract any existing default, or
                        event which, after notice or lapse of time, or both,
                        would constitute a default or result in a right to
                        accelerate or loss of rights thereunder. Seller is not
                        obligated, nor can Seller be compelled, to renegotiate
                        any such contract.

                3.7.3.  Seller neither Knows nor has reason to know that any
                        party to any Customer Contract intends to terminate or
                        seek to renegotiate such contract, whether due to the
                        transactions contemplated by this Agreement or
                        otherwise.

                3.7.4   All consents (or in lieu thereof waivers) to the
                        assignment of the Customer Contracts or to the
                        consummation by Seller of the transactions contemplated
                        hereby as are required under any Contract to which
                        Seller is a party or by which any of its Assets and
                        Properties are bound (a) have


                                       7
<PAGE>

                        been obtained, (b) are not subject to the satisfaction
                        of any condition that has not been satisfied or waived
                        and (c) are in full force and effect.

        3.8     OTHER NEGOTIATIONS; BROKERS. Neither Seller nor any investment
                banker, financial advisor, attorney, accountant or other Person
                retained by or acting for or on behalf of Seller has (i) entered
                into any Contract that conflicts with any of the transactions
                contemplated by this Agreement or (ii) has entered into any
                Contract or had any discussions with any other Person regarding
                any transaction involving Seller that could result in Purchaser,
                or any director, officer, employee or agent of Purchaser or any
                Affiliate of Purchaser being subject to any claim for liability
                as a result of entering into this Agreement or consummating the
                transactions contemplated hereby. No agent, broker, finder,
                investment banker, financial advisor or other similar Person
                will be entitled to any fee, commission or other compensation in
                connection with any of the transactions contemplated by this
                Agreement on the basis of any act or statement made or alleged
                to have been made by Seller, or any investment banker, financial
                advisor, attorney, accountant or other Person retained by or
                acting for or on behalf of Seller. Seller shall pay all amounts,
                if any, due to any investment banker, financial advisor,
                attorney, accountant or other Person retained by or acting for
                or on behalf of Seller.

        3.9     RESTRICTIONS ON CONDUCT OF BUSINESS. Seller is not prohibited or
                restricted from conducting the Business (as presently conducted
                and as intended in the future to be conducted) by any Contract,
                any Order, any Governmental or Regulatory Authority or any Law.

        3.10    ENTIRE BUSINESS. No Person other than Seller owns any of the
                Acquired Assets.

        3.11    CUSTOMERS. To the Seller's Knowledge, the relationships of
                Seller with its customers are good commercial working
                relationships and the Seller is not aware of any customer
                identified in Schedule 1.1.1 that has canceled or otherwise
                terminated, or threatened to cancel or otherwise terminate, its
                relationship with Seller, or has during the last 12 months,
                decreased or limited materially or threatened to decrease or
                limit materially, its usage of Seller's hardware maintenance
                services. Seller has not received any notice that any such
                customer intends to cancel or otherwise modify its relationship
                with Seller and the sale of the Acquired Assets to Purchaser
                will not adversely affect the relationship of any such customer
                with the Business.

        3.12    TITLE. Seller has good and marketable title to all of the
                Acquired Assets, free and clear of all Liens and Liabilities,
                and upon transfer thereof to Purchaser pursuant hereto, Seller
                has vested in Purchaser good and marketable title thereto, free
                and clear of all Liens and Liabilities.

        3.13    SOLVENCY. There has not been filed any petition or application,
                or any proceeding commenced which has not been discharged, by or
                against Seller with respect to any Assets and Properties of
                Seller under any Law relating to bankruptcy, reorganization,
                fraudulent transfer, compromise, arrangements, insolvency,
                readjustment of debt or creditors' rights, and no assignment has
                been made by Seller for the benefit of creditors.


                                       8
<PAGE>

        3.14    HOLDBACK PURSUANT TO 2000 AGREEMENT. The amounts taken as a
                reserve by Seller in calculating "Net Revenues" (as defined in
                the 2000 Agreement), have not exceeded, nor have they been
                exceeded by, Seller's actual non-paid revenues by an amount
                which has resulted in the underpayment, or overpayment, as the
                case may be, to Purchaser of more than $35,000 on account of
                "Revenue Sharing" (as defined in the 2000 Agreement).

                As contemplated in the 2000 Agreement, Purchaser shall have the
                right, on not less than 15 days' notice, directly or through the
                agency of its auditors, to audit the books and records of the
                Seller in order to confirm the accuracy of the Seller's
                representation in this Section 3.14. If the Purchaser determines
                to exercise such right to audit the books and records of the
                Seller, Purchaser shall provide notice to Seller, to that
                effect, on or prior to March 1, 2002 and such audit shall be
                conducted on such date as shall be agreed upon by the parties,
                acting reasonably, in order that the audit may be completed
                prior to April 1, 2002. In the event of the inaccuracy of such
                representation, Seller shall immediately pay to Purchaser the
                full amount of the underpayment and shall reimburse to Purchaser
                its out-of-pocket cost in relation to the conduct of the audit;
                provided, however, that in the event that the inaccuracy of such
                representation relates to an overpayment, Purchaser shall
                immediately refund to Seller the full amount of such overpayment
                and shall reimburse to Seller its out-of-pocket cost in relation
                to the conduct of the audit. Whether or not Purchaser chooses to
                exercise such right to audit the books and records of the
                Seller, in the event that the Seller determines that the
                representation is inaccurate and that an overpayment has been
                made, the Seller may claim reimbursement from the Purchaser for
                the full amount of the overpayment, in which event the Purchaser
                shall either reimburse the amount of the overpayment to the
                Seller or exercise its right to audit the books and records of
                the Seller and thereafter if the representation is determined to
                have been inaccurate, an adjusting payment shall be made. The
                Seller's right set forth in the preceding sentence must be
                exercised, by notice to the Purchaser, on or prior to March 17,
                2002.

        3.15    OCTOBER PRE-BILLINGS. The Purchaser's portion of the Net
                Revenues (as defined in the 2000 Agreement) for the month of
                October 2001, net of a bad debt reserve of $21,399, did not
                exceed $104,480.

        3.16    ACCOUNTS RECEIVABLE. All of the Accounts Receivable (i) are not
                subject to any valid set-off or counterclaim, and (ii) are not
                the subject of any Actions or Proceedings brought by or on
                behalf of Seller.

        3.17    DISCLOSURE REGARDING SELLER AND THE BUSINESS. No representation
                or warranty contained in this Agreement, and no statement
                contained in any Schedule hereto, or in any certificate, list or
                other writing furnished to Purchaser pursuant to any provision
                of this Agreement contains any untrue statement of a material
                fact or omits to state a material fact necessary in order to
                make the statements herein or therein, in the light of the
                circumstances under which they were made, not misleading. All
                documents and other papers delivered by or on behalf of Seller
                to Purchaser in connection with this Agreement and the
                transactions contemplated hereby are true, complete and
                authentic.

4.      REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents
        and warrants to Seller as follows:


                                       9
<PAGE>

        4.1     ORGANIZATION. Purchaser is a corporation duly organized, validly
                existing and in good standing under the Laws of the State of
                Delaware.

        4.2     POWER AND AUTHORITY. Purchaser has full corporate power and
                authority to execute and deliver this Agreement and to perform
                its obligations hereunder and to consummate the transactions
                contemplated hereby. The execution and delivery by Purchaser of
                this Agreement, and the performance by Purchaser of its
                obligations hereunder, have been duly and validly authorized by
                all necessary corporate action. This Agreement has been duly and
                validly executed and delivered by Purchaser and constitutes the
                legal, valid and binding obligation of Purchaser enforceable
                against Purchaser in accordance with its terms.

        4.3     OTHER NEGOTIATIONS; BROKERS. Neither Purchaser nor any
                investment banker, financial advisor, attorney, accountant or
                other Person retained by or acting for or on behalf of Purchaser
                has (i) entered into any Contract that conflicts with any of the
                transactions contemplated by this Agreement or (ii) has entered
                into any Contract or had any discussions with any other Person
                regarding any transaction involving Purchaser that could result
                in Seller, or any director, officer, employee or agent of Seller
                or any Affiliate of Seller being subject to any claim for
                liability as a result of entering into this Agreement or
                consummating the transactions contemplated hereby. No agent,
                broker, finder, investment banker, financial advisor or other
                similar Person will be entitled to any fee, commission or other
                compensation in connection with any of the transactions
                contemplated by this Agreement on the basis of any act or
                statement made or alleged to have been made by Purchaser, or any
                investment banker, financial advisor, attorney, accountant or
                other Person retained by or acting for or on behalf of
                Purchaser. Purchaser shall pay all amounts, if any, due to any
                investment banker, financial advisor, attorney, accountant or
                other Person retained by or acting for or on behalf of
                Purchaser.

        4.4     DISCLOSURE REGARDING PURCHASER. No representation or warranty
                contained in this Agreement, and no statement contained in any
                certificate or other writing furnished to Seller pursuant to any
                provision of this Agreement contains any untrue statement of a
                material fact or omits to state a material fact necessary in
                order to make the statements herein or therein, in the light of
                the circumstances under which they were made, not misleading.
                All documents and other papers delivered by or on behalf of
                Purchaser to Seller in connection with this Agreement and the
                transactions contemplated hereby are true, complete and
                authentic.

5.      SELLER'S EMPLOYEES. Purchaser shall have no obligation to (i) offer
        employment to any employee of Seller or (ii) make any severance payment
        or make any other payment or provide any benefit to any employee of
        Seller.

6.      NON-COMPETITION. To induce Purchaser to enter into this Agreement,
        Seller agrees that for a period of two (2) years following the date
        hereof, it shall not directly or indirectly own, manage, operate,
        control, be an agent or representative of, be a shareholder, partner or
        member of (other than being a shareholder of a publicly traded company
        in which Seller owns not more than one percent (1%) of the issued and
        outstanding shares and is a passive investor and does not otherwise
        violate this Section 6 with respect to such publicly traded company),
        participate in, be a consultant to, contract with or be connected in any


                                       10
<PAGE>

        similar capacity or manner with any business that is directly or
        indirectly (whether through related companies or otherwise) engaged in
        any aspect of the Business in the United States.

7.      SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
        Notwithstanding any right of either party (whether or not exercised) to
        investigate the affairs of the other party or any right of either party
        (whether or not exercised) to investigate the accuracy of the
        representations and warranties of the other party contained in this
        Agreement, Purchaser and Seller have the right to rely fully upon the
        representations, warranties, covenants and agreements of the other
        contained in this Agreement. The representations, warranties, covenants
        and agreements of Purchaser and Seller contained in this Agreement shall
        survive forever, other than the representations and warranties contained
        in Sections 3.6, 3.7, 3.11 and 3.14 which shall survive until September
        30, 2002.

8.      INDEMNIFICATION

        8.1     INDEMNIFICATION BY SELLER. Seller hereby agrees to indemnify,
                defend and hold Purchaser, its directors, officers, employees
                and agents and their respective Affiliates (the "Purchaser's
                Indemnified Persons") harmless from, against and in respect of,
                and shall on demand reimburse the Purchaser's Indemnified
                Persons for any and all Loss suffered or incurred by any of them
                in connection with or arising from:

                        (a)     any breach by Seller of any of its covenants or
                                agreements in this Agreement;

                        (b)     any failure by Seller to perform any of its
                                obligations in this Agreement;

                        (c)     any breach of any warranty or the inaccuracy of
                                any representation of Seller contained in this
                                Agreement;

                        (d)     any third party claim in connection with any
                                product manufactured or sold or services
                                performed by Seller on or before the date
                                hereof;

                        (e)     any Liabilities of Seller other than the Assumed
                                Obligations.

        8.2     INDEMNIFICATION BY PURCHASER. Purchaser hereby agrees to
                indemnify, defend and hold Seller, its directors, officers,
                employees and agents and their respective Affiliates (the
                "Seller's Indemnified Persons") harmless from, against and in
                respect of, and shall on demand reimburse the Seller's
                Indemnified Persons for any and all Loss suffered or incurred by
                any of them in connection with or arising from:

                        (a)     any breach by Purchaser of any of its covenants
                                or agreements in this Agreement;

                        (b)     any failure by Purchaser to perform any of its
                                obligations in this Agreement;


                                       11
<PAGE>

                        (c)     any breach of any warranty or the inaccuracy of
                                any representation of Purchaser contained in
                                this Agreement;

                        (d)     any Liabilities of Purchaser including the
                                Assumed Obligations.

        8.3     SET-OFF. Purchaser shall be entitled to set off any amounts
                owing to Seller pursuant to this Agreement against any amounts
                owed to Purchaser by Seller pursuant to this Agreement or
                otherwise.

        8.4     METHOD OF ASSERTING CLAIMS. All claims for indemnification under
                Section 8 shall be asserted and resolved as follows:

                8.4.1.  The party claiming indemnification (the "Indemnified
                        Party") in respect of, arising out of or involving a
                        claim or demand made by a third party against the
                        Indemnified Party (a "Third Party Claim") shall deliver
                        notice (a "Claim Notice") to the Seller or Purchaser, as
                        the case may be, (the "Indemnifying Party") within
                        thirty (30) days after receipt by such Indemnified Party
                        of written notice of the Third Party Claim; provided,
                        however, that failure to give such Claim Notice shall
                        not affect the indemnification provided hereunder except
                        to the extent the Indemnifying Party shall have been
                        actually prejudiced as a result of such failure. The
                        Indemnifying Party shall promptly mitigate any such
                        prejudice to the extent possible.

                8.4.2.  If a Third Party Claim is made against an Indemnified
                        Party, the Indemnifying Party shall be entitled to
                        participate in the defense thereof and, if it
                        acknowledges that as between it and the Indemnified
                        Party, it is responsible for such Third Party Claim, the
                        Indemnifying Party may choose to assume the defense
                        thereof with counsel selected by the Indemnifying Party,
                        which counsel must be reasonably satisfactory to the
                        Indemnified Party. Should the Indemnifying Party so
                        assume the defense of a Third Party Claim, the
                        Indemnifying Party shall not be liable to the
                        Indemnified Party for legal expenses subsequently
                        incurred by the Indemnified Party in connection with the
                        defense thereof, but shall continue to pay for any
                        expenses of investigation and any Loss suffered. If the
                        Indemnifying Party assumes such defense, the Indemnified
                        Party shall have the right to participate in the defense
                        thereof and to employ counsel, at its own expense,
                        separate from the counsel employed by the Indemnifying
                        Party. If (i) the Indemnifying Party shall not assume
                        the defense of a Third Party Claim with counsel
                        satisfactory to the Indemnified Party within five days
                        of any Claim Notice, or (ii) legal counsel for the
                        Indemnified Party notifies the Indemnifying Party that
                        there are or may be legal defenses available to the
                        Indemnified Party that are different from or additional
                        to those available to the Indemnifying Party, which, if
                        the Indemnified Party and the Indemnifying Party were to
                        be represented by the same counsel, would constitute a
                        conflict of interest for such counsel or prejudice
                        prosecution of the defenses available to such
                        Indemnified Party, or (iii) if the Indemnifying Party
                        shall assume the defense of a Third Party Claim and fail
                        to prosecute such defense with reasonable diligence,
                        then in each such case the Indemnified Party, by notice
                        to the Indemnifying Party, may employ its


                                       12
<PAGE>

                        own counsel and control the defense of the Third Party
                        Claim and the Indemnifying Party shall be liable for the
                        reasonable fees, charges and disbursements of counsel
                        employed by the Indemnified Party and the Indemnified
                        Party shall be promptly reimbursed for any such fees,
                        charges and disbursements, as and when incurred. Whether
                        the Indemnifying Party or the Indemnified Party controls
                        the defense of any Third Party Claim, the parties shall
                        cooperate in the defense thereof. Such cooperation shall
                        include the retention and provision to the counsel of
                        the controlling party of records and information that
                        are reasonably relevant to such Third Party Claim, and
                        making employees available on a mutually convenient
                        basis to provide additional information and explanation
                        of any material provided hereunder. The Indemnifying
                        Party shall have the right to settle, compromise or
                        discharge a Third Party Claim (other than any such Third
                        Party Claim in which criminal conduct is alleged)
                        without the Indemnified Party's consent if such
                        settlement, compromise or discharge (i) constitutes a
                        complete and unconditional discharge and release of the
                        Indemnified Party, and (ii) provides for no relief other
                        than the payment of monetary damages and such monetary
                        damages are paid in full by the Indemnifying Party.

                8.4.3.  If any Indemnified Party should have a claim under
                        Section 8 against any Indemnifying Party that does not
                        involve a Third Party Claim, the Indemnified Party shall
                        deliver notice (an "Indemnity Notice") with reasonable
                        promptness to the Indemnifying Party. The failure by any
                        Indemnified Party to give the Indemnity Notice shall not
                        impair such party's rights hereunder except to the
                        extent that an Indemnifying Party demonstrates that it
                        has been actually prejudiced thereby. The Indemnifying
                        Party shall promptly mitigate any such prejudice to the
                        extent practicable.

        8.5     INDEMNIFICATION RIGHTS NOT EXCLUSIVE. The rights accorded to the
                parties hereunder shall be in addition to any rights that they
                may have at law or in equity, under federal and state securities
                laws, by separate agreement or otherwise.

9.      POST-CLOSING MATTERS

        9.1     NOTICE TO CUSTOMERS. On or prior to October 12, 2001, Seller
                shall notify all customers of the Business that, commencing
                October 29, 2001 (the "Transition Date"), all calls for service
                in regard to the Business shall be made directly to the
                Purchaser, at such telephone number as Purchaser shall
                communicate to Seller. Seller shall obtain Purchaser's prior
                approval in respect of the form and substance of such notice,
                such notice not to be unreasonably withheld.

        9.2     CALL HANDLING. Seller shall continue to receive and screen
                customer calls to determine whether they are software or
                hardware related. If the nature of the problem is hardware
                related, Seller will either forward the call handling
                information to Purchaser or advise the customer to contact the
                Purchaser for service; provided, however, that through the
                Transition Date, the Seller shall in all instances forward the
                call handling information to Purchaser. From and after the
                Transition Date, the Purchaser will receive and screen customer
                calls to determine whether they are software or hardware
                related. If the nature of the


                                       13
<PAGE>

                problem is software related, Seller will either forward the call
                handling information to Seller or advise the customer to contact
                the Seller for service. The level of service to be provided by
                both parties in the handling of all such calls shall equivalent
                to the level of service provided to date by the Seller pursuant
                to the 2000 Agreement.

        9.3     CUSTOMER CONTRACTS. Until the Transition Date, the Seller shall
                track and notify the Purchaser of all changes to Customer
                Contracts, including, without limitation, all changes of address
                or contract renewals or cancellations. Seller shall also notify
                the Purchaser of any and all inquiries from new potential
                customers of the Business. All such notices shall be provided to
                the Purchaser weekly, on the first business day of each week.

        9.4     CUSTOMER PAYMENTS. In the event that the Seller eventually
                receives payment from any customer of the Business in respect of
                an invoice rendered by the Purchaser, Seller shall forthwith
                remit to Purchaser the amount of such payment.

        9.5     ACCOUNTS RECEIVABLE. The Seller shall lend to the Purchaser
                reasonable assistance in its efforts to collect the Accounts
                Receivable. Such reasonable assistance shall include, without
                limitation, the provision to Purchaser of a copy of the invoices
                pertaining to the Accounts Receivable and, if requested by the
                Purchaser from time to time, a copy of all documentation
                supporting such invoices. The Purchaser shall also promptly
                execute and deliver to Purchaser any reasonable instrument
                prepared by the Purchaser to evidence the Seller's agreement to
                the release and discharge of any portion of the Accounts
                Receivable.

                The Seller shall remit to the Purchaser, not less than once per
                week, a check in an amount equal to the amounts, if any,
                received by the Purchaser on account of the Accounts Receivable
                and, if requested by the Purchaser, the Seller shall cause the
                president of its Legacy Division to certify to the Purchaser in
                writing, not more often than once per month, the amount, if any,
                received by the Seller on account of the Accounts Receivable.

10.     DEFINITIONS

        10.1    Definitions. As used in this Agreement, the following defined
                terms shall have the meanings indicated below:

                "Accounts Receivable" has the meaning set forth in Section
                1.1.4.

                "Acquired Assets" has the meaning set forth in Section 1.1.

                "Action or Proceeding" means any action, suit, hearing,
                proceeding, arbitration or Governmental or Regulatory Authority
                investigation or audit, whether civil, criminal, administrative
                or otherwise. For purposes of this Agreement, "pending" Actions
                and Proceedings include, without limitation, demands, claims,
                notices of violations, and demand letters.

                "Affiliate" means, as applied to any Person, (a) any other
                Person directly or indirectly controlling, controlled by or
                under common control with, that Person, (b)


                                       14
<PAGE>

                any other Person that owns or controls 5% or more of any class
                of Equity Interest (including any Equity Interest issuable upon
                the exercise of any Option or convertible security) of that
                Person or any of its Affiliates, or (c) any director, manager,
                member, partner, officer, agent, employee or relative of such
                Person. For the purposes of this definition, "control"
                (including with correlative meanings, the terms "controlling",
                "controlled by", and "under common control with") as applied to
                any Person, means the possession, directly or indirectly, of the
                power to direct or cause the direction of the management and
                policies of that Person, whether through ownership of voting
                securities or by Contract or otherwise.

                "Agreement" means this Agreement and the Schedules hereto and
                the certificates delivered in connection herewith, as the same
                may be amended, modified or restated from time to time in
                accordance with the terms hereof.

                "2000 Agreement" means that certain Equipment Support
                Subcontract between Seller and Alpha Microsystems, LLC
                (Purchaser's predecessor in interest) effective as of December
                1, 2000, as amended as of the date hereof;

                "Assets and Properties" of any Person means all assets and
                properties of every kind, nature, character and description
                (whether real, personal or mixed, whether tangible or
                intangible, whether absolute, accrued, contingent, fixed or
                otherwise and wherever situated), including, without limitation
                the goodwill related thereto, operated, owned or leased by or in
                the possession of such Person, including without limitation
                cash, cash equivalents, Investment Assets, accounts and notes
                receivable, chattel paper, documents, instruments, general
                intangibles, real estate, equipment, inventory, goods and
                intellectual property including, without limitation, the
                goodwill related thereto.

                "Assumed Obligations" has the meaning set forth in Section 1.3.

                "Business" means any and all of Seller's lawful business
                operations and activities directly or indirectly related to its
                U.S. Legacy Hardware Service business, which for greater
                certainty shall exclude the Seller's software support and
                maintenance relating to its Legacy operations and the hardware
                and software support and maintenance relating to the Seller's
                Hospitality and Process Manufacturing software businesses.

                "Claim Notice" has the meaning set forth in Section 8.4.1.

                "Contract" means any agreement, lease, evidence of Indebtedness,
                mortgage, indenture, security agreement or other contract
                (whether written or oral), to which Seller is a party and which
                relates to the carrying on of the Business.

                "Customer Contracts" has the meaning set forth in Section 1.1.1.

                "Equipment" has the meaning set forth in Section 1.1.3.

                "Equity Interest" means (i) in the case of a corporation, shares
                of stock, (ii) in the case of a general or limited partnership,
                a partnership interest, and (iii) in the case of a limited
                liability company, membership units.


                                       15
<PAGE>

                "Governmental or Regulatory Authority" means any court,
                tribunal, arbitrator, board, bureau, department, authority,
                agency, commission, official or other instrumentality of the
                United States, any foreign country or any domestic or foreign
                state, county, city or other political subdivision.

                "Indebtedness" of any Person means all obligations of such
                Person (or any other Persons if secured by the Assets and
                Properties of such first Person) (i) for borrowed money, (ii)
                evidenced by notes, bonds, debentures or similar instruments,
                (iii) for the deferred purchase price of goods or services
                (other than trade payables or accruals incurred in the ordinary
                course of business), (iv) under capital leases or (v) in the
                nature of guarantees of the obligations described in clauses (i)
                through (iv) above of any other Person.

                "Indemnified Party" has the meaning set forth in Section 8.4.1.

                "Indemnifying Party" has the meaning set forth in Section 8.3.1.

                "Indemnity Notice" has the meaning set forth in Section 8.4.3.

                "Inventory" has the meaning set forth in Section 1.1.2.

                "Investment Assets" means all debentures, notes and other
                evidences of Indebtedness, Equity Interests (including rights to
                purchase and securities convertible into or exchangeable for
                Equity Interests or other securities), interests in joint
                ventures and general and limited partnerships, mortgage loans
                and other investment or portfolio assets owned of record or
                beneficially.

                "Knowledge" or "Know" means, with respect to Seller, the
                knowledge of any director or officer of Seller, or all of them,
                as the case may be, as well as matters that any director or
                officer of Seller, or all of them, as the case may be, should
                have known, after due inquiry.

                "Laws" means all laws, statutes, rules, regulations, ordinances
                and other pronouncements having the effect of law of the United
                States, any foreign country or any domestic or foreign state,
                county, city or other political subdivision or of any
                Governmental or Regulatory Authority.

                "Liabilities" means all Indebtedness, obligations and other
                liabilities of a Person (whether absolute, accrued, contingent,
                known or unknown, fixed or otherwise, or whether due or to
                become due).

                "Liens" means any mortgage, deed of trust, pledge, assessment,
                security interest, lease, lien, adverse claim, levy, charge or
                other encumbrance of any kind, or any conditional sale Contract,
                title retention Contract or other Contract to give any of the
                foregoing.

                "Loss" means any and all damages, fines, fees, penalties,
                deficiencies, Liabilities, losses and expenses, including
                without limitation, interest, reasonable expenses of
                investigation, court costs, reasonable fees and expenses of
                attorneys, accountants and other experts or other expenses of
                litigation or other proceedings or of any claim, default or
                assessment (such fees and expenses to


                                       16
<PAGE>

                include without limitation, all fees and expenses, including,
                without limitation fees and expenses of attorneys, incurred in
                connection with (i) the investigation or defense of any third
                party claims or (ii) successfully asserting or disputing any
                rights under this Agreement against any party hereto or
                otherwise). Also included within the meaning of Loss shall be
                the diminution in value to Purchaser's investment hereunder.

                "Option" with respect to any Person means any security, right,
                subscription, warrant, option, "phantom" stock right or other
                Contract that gives the right to (i) purchase or otherwise
                receive or be issued any Equity Interest of such Person or any
                security of any kind convertible into or exchangeable or
                exercisable for any Equity Interest of such Person or (ii)
                receive any benefits or rights similar to any rights enjoyed by
                or accruing to the holder of Equity Interests of such Person,
                including without limitation any rights to participate in the
                equity, income or election of directors or officers or Persons
                holding like positions or performing like functions of such
                Person.

                "Order" means any writ, judgment, decree, injunction or similar
                order of any Governmental or Regulatory Authority (in each such
                case whether preliminary or final).

                "Person" means any natural person, corporation, limited
                liability company, general partnership, limited partnership,
                proprietorship, other business organization, trust, union,
                association or Governmental or Regulatory Authority and also
                includes a division of any other Person.

                "Purchase Price" has the meaning set forth in Section 1.5.

                "Purchaser" has the meaning set forth in the preamble.

                "Seller" has the meaning set forth in the preamble.

                "Tax" or "Taxes" means all federal, state, local or foreign net
                or gross income, gross receipts, net proceeds, sales, use, ad
                valorem, value added, franchise, bank shares, withholding,
                payroll, employment, excise, sales, use, property, alternative
                or add-on minimum, environmental or other taxes, assessments,
                duties, fees, levies or other governmental charges of any nature
                whatever, whether disputed or not, together with any interest,
                penalties, additions to tax or additional amounts with respect
                thereto.

                "Taxing Authority" means any Governmental or Regulatory
                Authority of any United States federal, state or local
                jurisdiction, or any foreign jurisdiction having or purporting
                to exercise jurisdiction with respect to any Tax.

                "Third Party Claim" has the meaning set forth in Section 8.4.1.

        10.2    Unless the context of this Agreement otherwise requires, (i)
                words of any gender include each other gender; (ii) words using
                the singular or plural number also include the plural or
                singular number, respectively; (iii) the terms "hereof,"
                "herein," "hereby" and derivative or similar words refer to this
                entire Agreement; (iv) the term "Section" refer to the specified
                Section of this Agreement; (v) the


                                       17
<PAGE>

                term "other party" refer to Seller, on the one hand, and
                Purchaser, on the other; (vi) the phrases "ordinary course of
                business" and "ordinary course of business consistent with prior
                practice" refer to the business and practice of Seller and (vii)
                the phrase "including" shall mean "including without
                limitation". All accounting terms used herein and not expressly
                defined herein shall have the meanings given to them under
                Canadian GAAP.

11.     MISCELLANEOUS

        11.1    NOTICES. All notices, requests and other communications
                hereunder must be in writing and will be deemed to have been
                duly given only if delivered personally against written receipt
                or by facsimile transmission or mailed by prepaid first class
                certified mail, return receipt requested, or mailed by overnight
                courier prepaid, to the parties at the following addresses or
                facsimile numbers:

                If to Seller to:

                MAI Systems Corporation

                9601 Jeronimo Road

                Irvine, California

                92618

                Attn: James W. Dolan

                Telecopy No.: (949) 598-6606

                If to Purchaser, to:

                Optimal Robotics Inc.

                C/o 4700 de la Savane

                Suite 101

                Montreal, Quebec

                H4P 1T7

                Attn: Leon P. Garfinkle, Esq.

                Telecopy No.: (514) 738-8355

        11.2    ENTIRE AGREEMENT. This Agreement supersedes all prior
                discussions and agreements between the parties with respect to
                the subject matter hereof and contains the sole and entire
                agreement between the parties hereto with respect to the subject
                matter hereof.


                                       18
<PAGE>

        11.3    EXPENSES. Except as otherwise expressly provided in this
                Agreement, each party will pay its own costs and expenses,
                provided that Seller shall pay all transfer Taxes, sales Taxes
                and other similar costs, if any, directly related to the
                Acquisition.

        11.4    PUBLIC ANNOUNCEMENTS. Purchaser, on the one hand, and Seller, on
                the other, will not issue or make any statements or releases to
                the public with respect to this Agreement or the transactions
                contemplated hereby without the consent of the other, which
                consent shall not be unreasonably withheld, except to the extent
                such party is advised by counsel that such disclosure is
                required under applicable securities laws or the rules and
                regulations of any applicable self-regulatory organization
                (including without limitation the Nasdaq National Market). If
                either party is unable to obtain the approval of its public
                statement or release from the other party and such statement or
                release is, in the opinion of legal counsel to such party,
                required by Law in order to discharge such party's disclosure
                obligations, then such party may make or issue the legally
                required statement or release and promptly furnish the other
                party with a copy thereof. Purchaser, on the one hand, and
                Seller, on the other, will also obtain the other party's prior
                approval of any press release to be issued immediately following
                the execution of this Agreement announcing the consummation of
                the transactions contemplated by this Agreement.

        11.5    WAIVER. Any term or condition of this Agreement may be waived at
                any time by the party that is entitled to the benefit thereof,
                but no such waiver shall be effective unless set forth in a
                written instrument duly executed by or on behalf of the party
                waiving such term or condition. No waiver by any party of any
                term or condition of this Agreement, in any one or more
                instances, shall be deemed to be or construed as a waiver of the
                same or any other term or condition of this Agreement on any
                future occasion. All remedies, either under this Agreement or by
                Law or otherwise afforded, will be cumulative and not
                alternative.

        11.6    AMENDMENT. This Agreement may be amended, supplemented or
                modified only by a written instrument duly executed by or on
                behalf of each party hereto.

        11.7    NO THIRD PARTY BENEFICIARY. The terms and provisions of this
                Agreement are intended solely for the benefit of each party
                hereto and their respective successors or permitted assigns, and
                it is not the intention of the parties to confer third-party
                beneficiary rights, and this Agreement does not confer any such
                rights, upon any other Person other than any Person entitled to
                indemnity under Section 8.

        11.8    HEADINGS. The headings used in this Agreement have been inserted
                for convenience of reference only and do not define or limit the
                provisions hereof.

        11.9    INVALID PROVISIONS. If any provision of this Agreement is held
                to be illegal, invalid or unenforceable under any present or
                future Law, and if the rights or obligations of any party hereto
                under this Agreement will not be materially and adversely
                affected thereby, (a) such provision will be fully severable,
                (b) this Agreement will be construed and enforced as if such
                illegal, invalid or unenforceable provision had never comprised
                a part hereof, (c) the remaining provisions of this Agreement
                will remain in full force and effect and will not be


                                       19
<PAGE>

                affected by the illegal, invalid or unenforceable provision or
                by its severance herefrom and (d) in lieu of such illegal,
                invalid or unenforceable provision, there will be added
                automatically as a part of this Agreement a legal, valid and
                enforceable provision as similar in terms to such illegal,
                invalid or unenforceable provision as may be possible.

        11.10   GOVERNING LAW. This Agreement shall be governed by and construed
                in accordance with the domestic laws of the State of New York,
                without giving effect to any choice of law or conflict of law
                provision or rule (whether of the State of New York or any other
                jurisdiction) that would cause the application of the laws of
                any jurisdiction other than the State of New York.

        11.11   CONSTRUCTION. The parties hereto agree that this Agreement is
                the product of negotiation between sophisticated parties and
                individuals, all of whom were represented by counsel, and each
                of whom had an opportunity to participate in and did participate
                in, the drafting of each provision hereof. Accordingly,
                ambiguities in this Agreement, if any, shall not be construed
                strictly or in favor of or against any party hereto but rather
                shall be given a fair and reasonable construction without regard
                to the rule of contra proferentum.

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

        11.13   ARBITRATION. Any controversy of any nature whatsoever, including
                but not limited to tort claims or contract disputes, between the
                parties to this Agreement or their respective successors and
                assigns, as applicable, arising out of or related to this
                Agreement or the transactions arising or contemplated hereunder,
                including the implementation, applicability and interpretation
                thereof, shall, upon the written request of one party served
                upon the other, be submitted to and settled by arbitration in
                accordance with the provisions of the Federal Arbitration Act,
                9. U.S.C. Sections 1-15, as amended. The terms of the commercial
                arbitration rules (the "Rules") of the American Arbitration
                Association (the "AAA") shall apply except to the extent they
                conflict with the provisions of this paragraph. The arbitration
                proceeding and all proceedings related thereto shall be held in
                New York, New York. If the amount in controversy in the
                arbitration exceeds Two Hundred and Fifty Thousand Dollars
                ($250,000), exclusive of interest, attorneys' fees and costs,
                the arbitration shall be conducted by a panel of three
                independent arbitrators. Otherwise, the arbitration shall be
                conducted by a single independent arbitrator. The parties shall
                endeavor to select independent arbitrators of mutual agreement.
                If such agreement cannot be reached within 30 calendar days
                after a dispute has arisen which is to be decided by
                arbitration, the selection of the arbitrator(s) shall be made in
                accordance with Rule 13 of the Rules as presently in effect. If
                the three arbitrators are selected, the arbitrators shall elect
                a chairperson to preside at all meetings and hearings. Each
                arbitrator shall be a member of a state bar engaged in the
                practice of law in the United States or a retired member of a
                state of the federal judiciary in the United States. The award
                of the arbitrator(s) shall require a majority of the arbitrators
                in the case of a panel of arbitrators, shall be based on the
                evidence admitted and the substantive law of the State of New
                York and shall contain an award for each issue and counterclaim.
                The award shall be made 30 days following the close of


                                       20
<PAGE>

                the final hearing and the filing of any post hearing briefs
                authorized by the arbitrator(s). The award of the arbitrator(s)
                shall be final and binding on the parties hereto. Each party
                shall be entitled to inspect and obtain a copy of non-privileged
                relevant documents in the possession or control of the other
                party. All such discovery shall be in accordance with procedures
                approved by the arbitrator(s). Unless otherwise provided in the
                award, each party shall bear its own costs of discovery. Each
                party shall be entitled to take three depositions. Each party
                shall be entitled to submit two sets of interrogatories each of
                which require no more than 30 answers. All discovery shall be
                expedited, consistent with the nature and complexity of the
                claim or dispute and consistent with fairness and justice. The
                arbitrator(s) shall have the power to compel any party to comply
                with discovery requests of the other parties and to issue
                binding orders relating to any discovery dispute which shall be
                enforceable in the same manner as awards. The arbitrator(s) also
                shall have the power to impose sanctions for abuse or
                frustration of the arbitration process, including without
                limitation, the refusal to comply with orders of the
                arbitrator(s) relating to discovery and compliance with
                subpoenas. The arbitrator(s) may require the non-prevailing
                party to pay the prevailing party's reasonable attorneys' fees
                and reasonable costs incurred in connection with the
                arbitration. It is further agreed that any of the parties hereto
                may petition the United States District Court, Southern District
                of New York, any state court for the State of New York, for a
                judgment to be entered upon any award entered through such
                arbitration proceedings.

        11.14   WAIVER OF TRIAL BY JURY. THE PARTIES HEREBY EXPRESSLY WAIVE ANY
                RIGHT TO TRIAL BY JURY AS TO ANY CLAIM, DEMAND, ACTION OR CAUSE
                OF ACTION ARISING OUT OF OR RELATING TO (I) THIS AGREEMENT, (II)
                ANY OTHER DOCUMENT DESCRIBED HEREIN (III) ANY OTHER INSTRUMENT,
                DOCUMENT OR AGREEMENT, EXECUTED BY OR DELIVERED TO EITHER PARTY
                RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, OR (IV) THE
                TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER SUCH
                MATTER IS NOW EXISTING OR HERE AFTER ARISING, AND WHETHER THE
                CLAIM IS MADE IN CONTRACT OF TORT OR OTHERWISE; AND THE PARTIES
                HEREBY AGREE AND CONSENT THAT, SUBJECT TO THE PROVISIONS OF
                SECTION 10.13, ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
                SHALL BE DECIDED BY COURT TRIAL, WITHOUT A JURY, AND THAT ANY
                PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR COPY
                OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
                CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
                TRIAL BY JURY.

        11.15   SCHEDULES. The following are all of the schedules to this
                Agreement:

                1.1.1:  Customer Contracts

                1.1.2:  Inventory

                1.1.3:  Equipment

                1.1.4   Accounts Receivable


                                       21
<PAGE>

                2.1.1:  Bill of Sale and General Assignment

                2.2:    Assumption Agreement

                3.6.3   Form Agreements

        IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by each party hereto as of the date first above written.

                                      OPTIMAL ROBOTICS INC.


                                      By: _____________________________________
                                          Neil S. Wechsler
                                          Co-Chairman and
                                          Chief Executive Officer


                                      MAI SYSTEMS CORPORATION


                                      By: __________________________________
                                          James W. Dolan
                                          Chief Financial and Accounting Officer





                                       22