EXHIBIT 4.1


                             OPTIMAL ROBOTICS CORP.

                             1997 Stock Option Plan

SECTION 1. - PURPOSE OF THE PLAN

1.1. The purpose of this 1997 Stock Option Plan (the "Plan") is to provide key
employees and directors of Optimal Robotics Corp. ("Optimal") and its subsidiary
bodies corporate (as such term is defined in the Canada Business Corporations
Act, as the same may be modified or supplemented) (Optimal and its subsidiary
bodies corporate, present and future, being hereinafter referred to collectively
as the "Corporations"), with a proprietary interest through the granting of
options to purchase shares of Optimal, subject to certain conditions as
hereinafter set forth, for the following purposes:

          1.1.1.    to increase the interest in the Corporations' welfare of
                    those key employees and directors who share primary
                    responsibility for the management, growth and protection of
                    the business of the Corporations;

          1.1.2.    to furnish an incentive to such employees and directors to
                    continue their services for the Corporations; and

          1.1.3.    to provide a means through which the Corporations may
                    attract able persons to enter their employment.

1.2. For the purposes of the Plan, the term "subsidiary" shall have the meaning
attributed to such term in the Canada Business Corporations Act, as the same may
be amended from time to time and any successor legislation thereto.

SECTION 2. - ADMINISTRATION OF THE PLAN

2.1. The Plan shall be administered by the Board of Directors of Optimal or, if
the Board of Directors by resolution so decides, by a committee of the Board of
Directors (the administrator of the Plan, being the Board of Directors or such
committee, as the case may be, being hereinafter referred to as the "Board").

2.2. The Board may, from time to time, as it may deem expedient, adopt, amend
and rescind rules and regulations for carrying out the provisions and purposes
of the Plan. The interpretation, construction and application of the Plan and
any provisions thereof made by the Board shall be final and binding on all
holders of options granted under the Plan and all persons eligible under the
provisions of the Plan to participate therein. No member of the Board shall be
liable for any action taken or for any determination made in good faith in the
administration, interpretation, construction or application of the Plan.

SECTION 3. - GRANTING OF OPTIONS

3.1. The Board may, from time to time by resolution, designate full-time
employees or directors of any of the Corporations, to whom options to purchase
Class "A" shares of the capital of Optimal (the "Common Shares") may be granted,
the number of shares to be optioned to each of them and the relevant vesting
provisions and option term, provided that:

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          (i)       the aggregate number of Common Shares to be optioned under
                    the Plan shall not exceed the number provided for in Section
                    4 hereof; and

          (ii)      the aggregate number of Common Shares reserved for issuance
                    at any time to any one optionee shall not be greater than
                    that permitted by law and by the regulations, rules and
                    policies of the several securities authorities and stock
                    exchanges or markets (including, without limitation, the
                    Nasdaq National Market) to which Optimal may then be
                    subject.

     For the purposes of the Plan: (i) a "share compensation arrangement" means
a stock option, stock option plan, employee stock purchase plan or any other
compensation or incentive mechanism involving the issuance or potential issuance
of shares to one or more employees or directors, including a share purchase from
treasury which is financially assisted by Optimal by way of a loan, guarantee or
otherwise; and (ii) shares "reserved for issuance" at any time refers to shares
which may be issued in the future upon the exercise of stock options or stock
purchase rights which have been granted pursuant to a share compensation
arrangement and which are outstanding at such time.

3.2. Options may only be granted by Optimal pursuant to resolutions of the
Board. No option shall be granted to any person who is not a full-time employee
or director of one of the Corporations.

3.3. Any option granted under the Plan shall be subject to the requirement that,
if at any time counsel to Optimal shall determine that the listing,
registration, qualification or authorization for quotation of the Common Shares
subject to such option upon any securities exchange or market (including,
without limitation, the Nasdaq National Market), or under any law or regulation
of any jurisdiction, or the consent or approval of any securities exchange or
market (including, without limitation, the Nasdaq National Market), or any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the grant or exercise of such option or the issuance or
purchase of Common Shares under the Plan, such option may not be accepted or
exercised in whole or in part unless such listing, registration, qualification,
authorization for quotation, consent or approval shall have been effected or
obtained on conditions acceptable to the Board. Nothing herein shall be deemed
to require Optimal to apply for or to obtain such listing, registration,
qualification, authorization for quotation, consent or approval.

SECTION 4. - SHARES SUBJECT TO THE PLAN

4.1. The maximum number of shares which may be issued under the Plan from and
after April 26, 2000 is 4,888,229 Common Shares, subject to adjustment pursuant
to the provisions of Section 7 hereof.

4.2.      Common Shares in respect of which options are not exercised, due to
          the expiration, termination of lapse of such options, shall be
          available for options to be granted thereafter pursuant to the
          provisions of the Plan.


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SECTION 5. - OPTION PRICE

5.1. The option price per share for Common Shares which are the subject of any
option shall be fixed by the Board when such option is granted. The option price
per share for Common Shares shall not involve a discount greater than that
permitted by law and by the regulations, rules and policies of the several
securities authorities and stock exchanges or markets (including, without
limitation, the Nasdaq National Market) to which Optimal may then be subject.
Any discount in respect of Common Shares so permitted shall, unless otherwise
permitted by said securities authorities, stock exchanges or markets, be
calculated as a percentage of the reported closing price (the "Market Price")
for the Common Shares on the primary published market for the Common Shares on
the last trading day before the day on which the option is granted. If no sale
is reported on the primary published market for the Common Shares on that day,
the reported closing price shall be deemed to be the mean of the last bid and
ask quotations for the Common Shares on such market.

For the purposes of this Section 5.1, "primary published market" for the Common
Shares means the published market on which the greatest volume of trading in the
Common Shares has occurred during the twenty business days preceding the date as
of which the Market Price is being determined and "published market" means any
market on which the Common Shares are traded (including, without limitation, the
Nasdaq National Market), if the prices at which they have been traded on that
market are regularly published in a newspaper or business or financial
publication of general and regular paid circulation.

SECTION 6. - CONDITIONS GOVERNING OPTIONS

6.1. Each option shall be subject to the following conditions:

          6.1.1.    Employment

                    The granting of an option to a full-time employee or
                    director shall not impose upon any of the Corporations any
                    obligation to retain the optionee in its employ or as a
                    director thereof.

          6.1.2.    Option Term

                    The period (not to exceed ten (10) years) during which an
                    option is exercisable shall be determined by the Board, in
                    its sole discretion, at the time of granting the particular
                    option.

          6.1.3.    Exercise of Options

                    Prior to its expiration or earlier termination in accordance
                    with the Plan, each option shall be exercisable as to all or
                    such part or parts of the optioned Common Shares and at such
                    time or times as the Board, at the time of granting the
                    particular option, may determine in its sole discretion.

          6.1.4.    Non-assignability of Option Rights

                    Each option granted under the Plan is personal to the
                    optionee and shall not be assignable or transferable by the
                    optionee, whether voluntarily or by operation of law, except
                    by will or by the laws of succession of the domicile of the
                    deceased


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                    optionee. No option granted hereunder shall be pledged,
                    hypothecated, charged, transferred, assigned or otherwise
                    encumbered or disposed of on pain of nullity.

          6.1.5.    Effect of Termination of Employment or Death

                    6.1.5.1.  Upon an optionee's employment being terminated for
                              cause or upon an optionee being removed from
                              office as a director or becoming disqualified from
                              being a director by law, any option or the
                              unexercised portion thereof granted to him shall
                              terminate forthwith.

                    6.1.5.2.  Upon an optionee's employment with the
                              Corporations being terminated (except in the case
                              of transfer from one corporation to another
                              corporation contemplated herein) otherwise than by
                              reason of death, termination for cause or
                              retirement at normal retirement age, or upon an
                              optionee ceasing to be a director other than by
                              reason of death, removal or disqualification by
                              law, any option or unexercised part thereof
                              granted to such optionee may be exercised by him
                              for that number of shares only which he was
                              entitled to acquire under the option pursuant to
                              paragraph 6.1.3 at the time of such termination or
                              cessation. Such option shall only be exercisable
                              within ninety (90) days after such termination or
                              cessation or prior to the expiration of the term
                              of the option, whichever occurs earlier.

                    6.1.5.3.  If an optionee dies while employed by the
                              Corporations or while serving as a director of the
                              Corporations, any option or unexercised part
                              thereof granted to such optionee may be exercised
                              by the person to whom the option is transferred by
                              will or the laws of descent and distribution for
                              that number of shares only which he was entitled
                              to acquire under the option pursuant to paragraph
                              6.1.3 at the time of his death. Such option shall
                              only be exercisable within one hundred eighty
                              (180) days after the optionee's death or prior to
                              the expiration of the term of the option,
                              whichever occurs earlier.

          6.1.6.    Rights as a Shareholder

                    The optionee (or his personal representatives or legatees)
                    shall have no rights whatsoever as a shareholder in respect
                    of any shares covered by his option until the date of
                    issuance of a share certificate to him (or his personal
                    representatives or legatees) for such shares. Without in any
                    way limiting the generality of the foregoing, no adjustment
                    shall be made for dividends or other rights for which the
                    record date is prior to the date such share certificate is
                    issued.

          6.1.7.    Method of Exercise

                    Subject to the provisions of the Plan, an option granted
                    under the Plan shall be exercisable (from time to time as
                    provided in paragraph 6.1.3 hereinabove) by the optionee (or
                    his personal representatives or legatees) giving notice in
                    writing to Optimal at its registered office, addressed to
                    its Chairman, Vice-Chairman or President, which notice shall
                    specify the number of Common Shares in respect of which the
                    option is being exercised and shall be accompanied by full
                    payment,


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                    by cash or certified cheque, of the purchase price for the
                    number of shares specified therein. Upon such exercise of
                    the option, Optimal shall forthwith cause the transfer agent
                    and registrar of Optimal to deliver to the optionee (or his
                    personal representatives or legatees) a certificate in the
                    name of the optionee (or his personal representatives or
                    legatees) representing in the aggregate such number of
                    shares as the optionee (or his personal representatives or
                    legatees) shall have then paid for and as are specified in
                    such written notice of exercise of option. If required by
                    the Board by notification to the optionee at the time of
                    granting of the option, it shall be a condition of such
                    exercise that the optionee shall represent that he is
                    purchasing the Common Shares in respect of which the option
                    is being exercised for investment only and not with a view
                    to resale or distribution.

6.2. Options shall be evidenced by a share option agreement or certificate in
such form not inconsistent with the Plan as the Board may from time to time
determine, provided that the substance of Section 6.1 be included therein.

SECTION 7. - ADJUSTMENT TO SHARES SUBJECT TO THE OPTION

7.1. In the event of any subdivision of the Common Shares into a greater number
of Common Shares at any time after the grant of an option to any optionee and
prior to the expiration of the term of such option, Optimal shall deliver to
such optionee at the time of any subsequent exercise of his option in accordance
with the terms hereof in lieu of the number of Common Shares to which he was
theretofore entitled upon such exercise, but for the same aggregate
consideration payable therefor, such number of Common Shares as such optionee
would have held as a result of such subdivision if on the record date thereof
the optionee had been the registered holder of the number of Common Shares to
which he was theretofore entitled upon such exercise.

7.2. In the event of any consolidation of the Common Shares into a lesser number
of Common Shares at any time after the grant of an option to any optionee and
prior to the expiration of the term of such option, Optimal shall deliver to
such optionee at the time of any subsequent exercise of his option in accordance
with the terms hereof in lieu of the number of Common Shares to which he was
theretofore entitled upon such exercise, but for the same aggregate
consideration payable therefor, such number of Common Shares as such optionee
would have held as a result of such consideration if on the record date thereof
the optionee had been the registered holder of the number of Common Shares to
which he was theretofore entitled upon such exercise.

7.3. If at any time after the grant of an option to any optionee and prior to
the expiration of the term of such option, the Common Shares shall be
reclassified, reorganized or otherwise changed, otherwise than as specified in
Sections 7.1 and 7.2 or, subject to the provisions of paragraph 8.2.1 hereof,
Optimal shall consolidate, merge or amalgamate with or into another corporation
(the corporation resulting or continuing from such consolidation, merger or
amalgamation being herein called the "Successor Corporation"), the optionee
shall be entitled to receive upon the subsequent exercise of his option in
accordance with the terms hereof and shall accept in lieu of the number of
Common Shares then subscribed for but for the same aggregate consideration
payable therefor, the aggregate number of shares of the appropriate class and/or
other securities of Optimal or the Successor Corporation (as the case may be)
and/or other consideration from Optimal or the Successor Corporation (as the
case may be) that the


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optionee would have been entitled to receive as a result of such
reclassification, reorganization or other change of shares or, subject to the
provisions of paragraph 8.2.1 hereof, as a result of such consolidation, merger
or amalgamation, if on the record date of such reclassification, reorganization
or other change of shares or the effective date of such consolidation, merger or
amalgamation, as the case may be, he had been the registered holder of the
number of Common Shares to which he was immediately theretofore entitled upon
such exercise.

SECTION 8. - AMENDMENT OR DISCONTINUANCE OF THE PLAN

8.1. The Board of Directors of Optimal may, subject to regulatory approval,
amend or discontinue the Plan at any time, provided, however, that no such
amendment may materially and adversely affect any option rights previously
granted to an optionee under the Plan without the consent of the optionee,
except to the extent required by law or by the regulations, rules, by-laws or
policies of any regulatory authority or stock exchange or market (including,
without limitation, the Nasdaq National Market).

8.2. Notwithstanding anything contained to the contrary in the Plan or in any
resolution of the Board in implementation thereof:

          8.2.1.    in the event Optimal proposes to amalgamate, merge or
                    consolidate with or into any other corporation (other than
                    with a wholly-owned subsidiary of Optimal) or to liquidate,
                    dissolve or wind-up, or in the event an offer to purchase
                    the Common Shares of Optimal or any part thereof shall be
                    made to all holders of Common Shares of Optimal, Optimal
                    shall have the right, upon written notice thereof to each
                    optionee holding options under the Plan, to permit the
                    exercise of all such options within the thirty (30) day
                    period next following the date of such notice and to
                    determine that upon the expiration of such thirty (30) day
                    period, all rights of optionees to such options or to
                    exercise same (to the extent not theretofore exercised)
                    shall ipso facto terminate and cease to have further force
                    or effect whatsoever;

          8.2.2.    the Board may, by resolution, but subject to applicable
                    regulatory provisions, advance the date on which any option
                    may be exercised or extend the expiration date of any
                    option, in the manner to be set forth in such resolution,
                    provided that the period during which an option is
                    exercisable does not exceed ten (10) years from the date the
                    option is granted. The Board shall not, in the event of any
                    such advancement or extension, be under any obligation to
                    advance or extend the date on or by which any option may be
                    exercised by any other optionee; and

          8.2.3.    the Board may, by resolution, but subject to applicable
                    regulatory provisions, decide that any of the provisions
                    hereof concerning the effect of termination of the
                    optionee's employment or cessation of the optionee's
                    directorship, shall not apply for any reason acceptable to
                    the Board.

SECTION 9. - GOVERNING LAWS

9.1. The Plan and all matters to which reference is made herein shall be
governed by and interpreted in accordance with the laws of the Province of
Quebec and the laws of Canada applicable therein.


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SECTION 10. - INCENTIVE STOCK OPTIONS UNDER U.S. INTERNAL REVENUE CODE

10.1. Subject to paragraph 10.3.3 of the Plan, any option granted under the Plan
to an optionee who is a citizen or resident of the United States (including its
territories, possessions and all areas subject to its jurisdiction) and who, at
the time of grant, is an officer, key employee or director of the Corporations
(provided, for purposes of this Section 10 only, an optionee who is a director
is then also an officer or key employee of the Corporations) (a "U.S. Optionee")
shall be an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, of the United States (the "Code").

10.2. No provision of this Plan, as it may be applied to a U.S. Optionee, shall
be construed so as to be inconsistent with any provision of Section 422 of the
Code.

10.3. Notwithstanding anything in this Plan contained to the contrary, the
following provisions shall apply to each U.S. Optionee:

          10.3.1.   any director of Optimal who is a U.S. Optionee shall be
                    ineligible to vote upon the granting of such option;

          10.3.2.   any option granted under this Plan to a U.S. Optionee shall
                    be an incentive stock option within the meaning of Section
                    422 of the Code provided that the aggregate fair market
                    value (determined as of the time the option is granted) of
                    the Common Shares with respect to which options are
                    exercisable for the first time by such U.S. Optionee during
                    any calendar year under the Plan and all other incentive
                    stock option plans, within the meaning of Section 422 of the
                    Code, of any of the Corporations does not exceed One Hundred
                    Thousand Dollars in U.S. funds (US $100,000);

          10.3.3.   to the extent that the aggregate fair market value
                    (determined as of the time the option is granted) of the
                    Common Shares with respect to which incentive stock options
                    (determined without reference to this subsection) are
                    exercisable for the first time by such U.S. Optionee during
                    any calendar year under the Plan and all other incentive
                    stock option plans, within the meaning of Section 422 of the
                    Code, of any of the Corporations exceeds One Hundred
                    Thousand Dollars in U.S. funds (US $100,000), such options
                    will be treated as nonqualified stock options (i.e., options
                    which fail to qualify as incentive stock options within the
                    meaning of Section 422 of the Code) in accordance with
                    Section 422(d) of the Code;

          10.3.4.   the purchase price for Common Shares under each option
                    granted to a U.S. Optionee pursuant to the Plan shall be not
                    less than the Market Price of such Common Shares at the time
                    the option is granted;

          10.3.5.   if any U.S. Optionee to whom an option is to be granted
                    under the Plan is at the time of the grant of such option
                    the owner of shares possessing more than ten percent (10%)
                    of the total combined voting power of all classes of shares
                    of Optimal, the following special provisions shall be
                    applicable to the option granted to such individual:


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                    10.3.5.1. the purchase price per Common Share subject to
                              such option shall not be less than one hundred ten
                              percent (110%) of the Market Price of one Common
                              Share at the time of grant, and

                    10.3.5.2. for the purpose of this Section 10 only, the
                              exercise period shall not exceed five (5) years
                              from the date of grant;

          10.3.6.   no option may be granted under the Plan to a U.S. Optionee
                    following the expiry of ten (10) years after the date on
                    which the Plan is adopted by the Board of Directors of
                    Optimal or the date the Plan is approved by the shareholder
                    of Optimal, whichever is earlier; and

          10.3.7.   no option granted to a U.S. Optionee under the Plan shall
                    become exercisable unless and until the Plan shall have been
                    approved by the shareholders of Optimal.

SECTION 11. - EFFECTIVE DATE OF PLAN

11.1. The Plan was adopted by the Board of Directors of Optimal on the 7th day
of February, 1997 and subsequently amended. Should any changes to the Plan, as
amended, be required by any securities regulatory authority or other
governmental body of any jurisdiction to which the Plan has been submitted or by
any stock exchange or market (including, without limitation, the Nasdaq National
Market) on which the Common Shares may from time to time be listed or approved
for quotation, such changes shall be made to the Plan as are necessary to
conform with such requests and, if such changes are approved by the Board of
Directors of Optimal, the Plan, as amended, shall remain in full force and
effect in its amended form as of and from February 7th, 1997.

11.2. Notwithstanding the foregoing, the Plan shall not become effective, and
any options granted under the Plan on or after the date of the Plan shall not be
exercisable, unless and until the Plan shall have been approved by the
shareholders of Optimal.


                                              By order of the Board of Directors


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