EXHIBIT: 10.6


AMENDING AGREEMENT  executed at the City of Montreal,  Province of Quebec, as of
the 1st day of January 2002.


BY AND BETWEEN:                         OPTIMAL  ROBOTICS  CORP., a body politic
                                        and  corporate,  having its head  office
                                        and  place  of  business  at  4700 de la
                                        Savane, Suite 101, Montreal, Quebec, H4P
                                        1T7

                                        (hereinafter called the "Company")


AND:                                    HENRY M. KARP,  residing  at 5 Lansdowne
                                        Ridge, Westmount, Quebec, H3Y 1A1

                                        (hereinafter called the "Executive")


WHEREAS the parties entered into a formal  employment  agreement dated as of May
5, 1997,  which  agreement was amended as of January 5, 1999,  pertaining to the
employment of the  Executive by the Company (the  agreement,  as amended,  being
hereinafter called the "Initial Agreement"); and

WHEREAS the parties desire to amend certain provisions of the Initial Agreement.

NOW, THEREFORE,  IN CONSIDERATION OF THE FOREGOING,  THE PARTIES HERETO COVENANT
AND AGREE AS FOLLOWS:

1.     The preamble  hereto shall form an integral  part hereof as if herein set
       forth at length.

2.     The  parties  agree  that the  Initial  Agreement  is hereby  amended  as
       follows:

       2.1.   The  Executive's  title set forth on the first page is replaced by
              "President and Chief Operating Officer".

       2.2.   Section 10 is hereby deleted and replaced by the following:

              "10.   During the Term,  the  Company  shall,  in  addition to any
                     other insurance  coverage  provided to the Executive in his
                     capacity as an officer of the Company,  pay or reimburse to
                     the   Executive  the  cost  of  the   reasonable   premiums
                     associated  with a personal life and  disability  insurance
                     policy  with a minimum  coverage of US  $5,000,000  (or the
                     Canadian dollar equivalent thereof),  in term or whole life
                     insurance,  which policy shall be owned by the Executive or
                     his designee."

       2.3.   Section 16 is hereby  amended by deleting  paragraph  (iv) thereof
              and replacing it by the following:

              "(iv)  the term insurance, if any, then owned by the Executive for
                     which  the  Company  is  responsible  for  the  cost of the
                     premiums  in  accordance  with  section 10 shall  forthwith
                     thereafter  be  converted  to, or  replaced by a whole life
                     policy for the same insurance amount, which policy shall be
                     owned by the Executive or his


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                     designee,  and the Company  shall pay or  reimburse  to the
                     Executive  the entire  cost of the  premium  for such whole
                     life insurance policy." 2.4. The first paragraph of Section
                     17 is amended by deleting "and" at the end of clause (i) of
                     the first  paragraph and replacing the period at the end of
                     clause (ii) of the first  paragraph with a semi-colon,  and
                     by adding the following thereafter:

              "(iii) the term insurance, if any, then owned by the Executive for
                     which  the  Company  is  responsible  for  the  cost of the
                     premiums in accordance  with section 10 shall  forthwith be
                     converted  to, or  replaced  by a whole life policy for the
                     same insurance  amount,  which policy shall be owned by the
                     Executive  or his  designee,  and the Company  shall pay or
                     reimburse to the  Executive  the entire cost of the premium
                     for such whole life insurance policy; and

              (iv)   the  Company  shall  forthwith  acquire  medical  insurance
                     coverage for the  Executive,  which  coverage shall provide
                     the Executive and his family with health,  life, dental and
                     other  insurance  coverage in Canada and the United  States
                     which is equivalent to the coverage theretofore  maintained
                     by the Company for the benefit of its senior executives and
                     enjoyed by the Executive. Such coverage shall be for a term
                     of five years and shall  commence  forthwith  following the
                     termination of the Executive's employment."

3.     The parties hereby agree that the Initial  Agreement,  as amended hereby,
       remains in full force and effect.  This  agreement is an amendment to the
       Initial  Agreement and the Initial  Agreement and this agreement shall be
       read  together  and have effect so far as  practicable  as though all the
       provisions  thereof  and hereof were  contained  in one  instrument,  the
       Initial Agreement as amended hereby having been restated and set forth in
       Annex 1 hereto.

4.     The parties  declare that they have required that this  agreement and all
       documents  relating  hereto,  either  present or future,  be drawn in the
       English language;  les parties declarent par les presentes qu'ils exigent
       que cette  entente et tous les  documents y  afferents,  soient,  pour le
       present ou le future, rediges dans la langue anglaise.

IN WITNESS  WHEREOF,  the parties hereto have executed the present  agreement on
the date first hereinabove mentioned.


                                        OPTIMAL ROBOTICS CORP.

                                        Per: /s/ HOLDEN L. OSTRIN
                                             --------------------
                                                 Holden L. Ostrin

                                             /s/ HENRY M. KARP
                                             --------------------
                                                 Henry M. Karp


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<PAGE>


                                     ANNEX 1

MEMORANDUM OF AGREEMENT executed at the City of Montreal, Province of Quebec, as
of the 5th day of May, 1997, as amended and restated as of January 1, 2002.


BETWEEN:                                OPTIMAL  ROBOTICS  CORP., a body politic
                                        and  corporate,  having its head  office
                                        and  place  of  business  at  4700 de la
                                        Savane, Suite 101, Montreal, Quebec, H4P
                                        1T7

                                        (hereinafter called the "Company")


AND:                                    HENRY M. KARP,  residing  at 5 Lansdowne
                                        Ridge, Westmount, Quebec, H3Y 1A1

                                        (hereinafter called the "Executive")


       WHEREAS the Executive is the President and Chief Operating Officer of the
Company and is presently performing his functions for the Company on a full-time
basis; and

       WHEREAS it is the mutual desire of the Company and the Executive that the
Executive continue to remain in the employ of the Company; and

       WHEREAS  the  Company  and the  Executive  desire to enter  into a formal
employment agreement,  the whole subject to the terms and conditions hereinafter
set forth.


NOW, THEREFORE,  IN CONSIDERATION OF THE FOREGOING,  THE PARTIES HERETO COVENANT
AND AGREE AS FOLLOWS:


1. The preamble hereto shall form an integral part hereof as if herein set forth
at length.

2. The Executive  agrees to continue in the employ of the Company and to perform
those  functions  for  which  he  is  presently  responsible,  subject  to  such
modifications of said functions and to such directives as may be communicated to
the  Executive  from time to time by the Board of  Directors of the Company (the
"Board").

       The term of the  Executive's  employment  with the Company  (the  "Term")
shall be for an indefinite  duration and,  subject to the provisions of sections
17, 18, 19 and 20 hereof,  the  Executive's  employment  with the Company may be
terminated  by either  party  upon 120 days  prior  written  notice to the other
party.

3. The Executive agrees to devote his full time, attention, skill and efforts to
the  performance  of his  duties  as they  may from  time to time be  determined
pursuant to the terms of this agreement. The Executive further covenants that he
will  faithfully  perform  those duties which are assigned to him to the best of
his  ability and that he will not engage in any other act of  business,  subject
only  to his  right  to  engage  in  activities  directly  relating  to  passive
investments  by  the  Executive  which  do not  materially  interfere  with  the
Executive's duties and responsibilities pursuant to this agreement.


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<PAGE>


4. During the Term,  the  Executive  shall be nominated by the Company,  at each
annual general meeting of  shareholders  at which the  Executive's  then current
term of office as a director of the Company is to expire,  to sit as a member of
the Board.

5. The Company agrees to pay to the Executive, during the Term, a minimum salary
of Cdn.  $183,000  per annum,  said  amount to be  payable  in equal,  bi-weekly
installments  or  otherwise  as in  accordance  with the  payroll  policy of the
Company,  from time to time,  less such  deductions or amounts to be withheld by
the Company as required by law.

6. In  recognition  of the  significant  contributions  of the  Executive to the
affairs of the Company,  the Company  shall pay to the Executive an annual bonus
(the  "Recognition  Bonus")  in  respect  of each  fiscal  year of the  Company,
commencing with the fiscal year ending December 31, 1997. The Recognition  Bonus
shall not be less than  twenty-five  percent (25%) of the minimum salary paid or
payable to the Executive in respect of such fiscal year. The  Recognition  Bonus
in  respect  of each  fiscal  year  shall be paid to the  Executive  on the next
following day on which an installment  of his minimum  salary is payable,  after
the end of such  fiscal  year (the  "Bonus  Payment  Date").  The  amount of the
Recognition  Bonus  shall  be paid to the  Executive  net of any  deductions  or
amounts to be withheld by the Company as required by law.

7. The  Executive  shall be paid an annual  bonus in respect of each fiscal year
during  the  Term,  in such  amount,  if any,  and at such  time(s)  as shall be
determined at the sole  discretion of the Board.  The amount of such bonus shall
be paid to the Executive net of any  deductions or amounts to be withheld by the
Company as required by law.

8. The parties agree that the Company shall,  in each fiscal year within 30 days
following the approval by the Board of the audited  financial  statements of the
Company for the immediately  preceding fiscal year, and may, at any time, review
and at its discretion  adjust,  the amounts of minimum salary and/or Recognition
Bonus which are payable to the Executive;  provided, however, that the amount of
minimum salary payable to the Executive  during any year of the Term shall in no
event be less than the minimum annual salary payable to the Executive during any
previous  year of the Term and the amount of  Recognition  Bonus  payable to the
Executive in respect of any fiscal year of the Company shall in no event be less
than the minimum amount provided for in section 6 hereof.

9. Intentionally deleted.

10.  During the Term,  the Company  shall,  in  addition to any other  insurance
coverage provided to the Executive in his capacity as an officer of the Company,
pay or reimburse to the Executive the cost of the reasonable premiums associated
with a personal life and disability  insurance policy with a minimum coverage of
U.S.  $5,000,000 (or the Canadian  dollar  equivalent  thereof) in term or whole
life insurance, which policy shall be owned by the Executive or his designee.

11. The  Executive  shall be  entitled  to  twenty-five  (25)  business  days of
vacation  per fiscal year,  to be taken at such times and  intervals as shall be
determined by the  Executive,  subject to the  reasonable  business needs of the
Company.  The  vacation  days not used  during  any  fiscal  year,  may,  at the
Executive's  option,  be accumulated  and carried  forward to be used during any
subsequent fiscal year; provided,  however,  that the Executive may not use more
than  forty  (40)  business  days of  vacation  in any  one  fiscal  year.  Upon
termination of the Executive's employment hereunder,  or upon the request of the
Executive at any time, the Company shall pay to the Executive an amount equal to
the number of vacation days  accumulated,  multiplied  with respect to each such
day by the annual  minimum salary which was in effect for the year to which such
vacation day relates;  the parties  hereby  agreeing that any vacation days used
during a fiscal year shall be applied first against vacation days accumulated in
respect  of the  earliest  fiscal  year in  regard  to which  vacation  days are
accumulated and shall  thereafter be applied  against the next following  fiscal
years in regard to which vacation days are accumulated.


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<PAGE>


12. Subject to the receipt by the Company of all necessary regulatory approvals,
the Company hereby grants to the Executive an irrevocable  option (the "Option")
to purchase from treasury a total of four hundred  thousand  (400,000) Class "A"
shares of the capital of the Company  ("Optimal  Shares") at an option  exercise
price of three United States dollars (U.S.  $3.00) per share.  Additional  terms
and conditions pertaining to the Option are as follows:

       (i)    the Option shall expire on May 5, 2002;

       (ii)   prior to its expiration or earlier  termination in accordance with
              the terms  hereof,  the Option shall be  exercisable  from time to
              time in cumulative  installments  as to all or any of the optioned
              Optimal Shares subject thereto as follows;

              (A)    as and from the date hereof, the Option may be exercised as
                     to fifty percent (50%) of the optioned Optimal Shares;

              (B)    after May 5, 1998,  the Option  may be  exercised  as to an
                     additional   twenty-five  percent  (25%)  of  the  optioned
                     Optimal Shares; and

              (C)    after May 5, 1999,  the Option may be  exercised  as to the
                     balance of the optioned Optimal Shares;

              provided,  however,  that in the event of the  termination  by the
              Company of the Executive's employment, otherwise than by reason of
              termination for cause (as hereinafter in section 16 defined),  the
              Option  shall  thereupon  become  exercisable  as to  all  of  the
              optioned  Optimal  Shares in  respect  of which the Option has not
              already become  exercisable in accordance with clauses (B) and (C)
              of this paragraph (iii), and the provisions of paragraphs (ix) and
              (x) of this section 12 shall have application;

       (iii)  Intentionally deleted;

       (iv)   in  the  event  of  any  subdivision  or   consolidation   of  the
              outstanding  Optimal  Shares at any time after the date hereof and
              prior to the expiration or cancellation of the Option, the Company
              shall  deliver  to the  Executive  at the  time of any  subsequent
              exercise of the Option in  accordance  with the terms  hereof,  in
              lieu of the number of Optimal  Shares to which the  Executive  was
              theretofore  entitled  upon  such  exercise,   but  for  the  same
              aggregate  consideration payable therefor,  such number of Optimal
              Shares  as the  Executive  would  have  held as a  result  of such
              subdivision  or  consolidation  if on the record date  thereof the
              Executive had been the registered  holder of the number of Optimal
              Shares to which the Executive was  theretofore  entitled upon such
              exercise;

       (v)    if at any time after the date  hereof and prior to the  expiration
              or  cancellation  of the Option,  the  outstanding  Optimal Shares
              shall be reclassified, reorganized or otherwise changed, otherwise
              than pursuant to a subdivision or a consolidation  of such shares,
              or the Company shall consolidate, merge or amalgamate with or into
              another corporation (the corporation  resulting or continuing from
              such  consolidation,  merger or amalgamation being in this section
              12 called the  "Successor  Corporation"),  the Executive  shall be
              entitled  to  receive  upon such  exercise  of the  Option  and in
              accordance with the terms hereof,  and shall accept in lieu of the
              number of Optimal  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 the
              Company or the Successor  Corporation  (as the case may be) and/or
              other consideration from the Company or the Successor  Corporation
              (as the case may be) that the  Executive  would have been entitled
              to receive as a result of such reclassification, reorganization or
              other  change  of  shares  or as a result  of such  consolidation,
              merger  or   amalgamation,   if  on  the   record   date  of  such


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<PAGE>


              reclassification,  reorganization or other change of shares or the
              effective date of such consolidation,  merger or amalgamation,  as
              the case may be, the Executive had been the  registered  holder of
              the  number  of  Optimal   Shares  to  which  the   Executive  was
              immediately theretofore entitled upon such exercise;

       (vi)   the  Option  is  personal  to  the  Executive  and  shall  not  be
              assignable or transferrable,  whether  voluntarily or by operation
              of law,  except by will or by the  applicable  laws of succession,
              nor  shall  the   Option  be   pledged,   hypothecated,   charged,
              transferred,  or otherwise encumbered or disposed of, the whole on
              pain of nullity;

       (vii)  the  granting of the Option  shall not impose upon the Company any
              obligation  to retain the Executive in its employ or as a director
              of the Company;

       (viii) upon the Executive's  employment  being  terminated for cause, the
              Option  or  the   unexercised   portion  thereof  shall  terminate
              forthwith;

       (ix)   upon the Executive's employment with the Company being terminated,
              otherwise  than by reason of death or termination  for cause,  the
              Option or  unexercised  part  thereof  shall be  exercisable  only
              within one hundred and eighty (180) days after such termination or
              prior  to the  expiration  of the  term of the  Option,  whichever
              occurs earlier;

       (x)    if the Executive dies while employed by the Company, the Option or
              unexercised  part  thereof may be  exercised by the person to whom
              the  Option  is  transferred  by  will or the  applicable  laws of
              descent and  distribution and shall be exercisable only within one
              hundred and eighty (180) days after the Executive's death or prior
              to the  expiration  of the term of the  Option,  whichever  occurs
              earlier; and

       (xi)   the Executive (or his personal  representatives or legatees) shall
              have no rights  whatsoever as a  shareholder  in respect of any of
              the  Optimal  Shares  covered  by the  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.

13. Intentionally deleted.

14. Intentionally deleted.

15. Intentionally deleted.

16. In addition to any other provisions  contained herein, in the event that, at
any time during the Term or within 12 months  following the  termination  of the
Executive's  employment  for any reason  other than for cause,  an arm's  length
third party shall make a bone fide offer to acquire,  directly or indirectly, by
way of take-over bid (within the meaning ascribed to such term in the Securities
Act  (Ontario)),  merger (by way of  arrangement,  amalgamation or otherwise) or
other similar  procedure,  outstanding  shares of the Company  representing more
than fifty percent (50%) of the votes attaching to all outstanding voting shares
of the Company (such offer being  hereinafter  called an "Offer"),  the exercise
price of all Optimal Share purchase  options,  warrants and rights, if any, held
by the  Executive,  shall,  subject to regulatory  approval,  be reduced to Cdn.
$1.00 in the aggregate and all of such options, warrants and rights shall become
immediately  exercisable  notwithstanding any terms to the contrary set forth in
any agreement or plan pursuant to which any of such options, warrants and rights
have been granted; provided, however, that:

       (i)    in the event that the Offer is a take-over bid:


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<PAGE>


              (a)    the  effectiveness  of such  reduction  in  such  aggregate
                     exercise  price and of the  exercise  of any such  options,
                     warrants  and  rights at such  reduced  aggregate  exercise
                     price,  shall be conditional upon such number of securities
                     of the  Company  having  been  tendered  in response to the
                     Offer,  such that the offeror shall be obligated to take up
                     and pay for such securities in accordance with the terms of
                     the Offer;

              (b)    in the event that such  exercise of options,  warrants  and
                     rights at such reduced  exercise price has become effective
                     in accordance  with the  preceding  paragraph  (i)(a),  the
                     Company shall forthwith  thereafter  cause  certificates in
                     respect of the Optimal  Shares  which are to be issued upon
                     such  exercise  of  options,  warrants  and  rights  to  be
                     delivered  to the  Executive  in order  that  such  Optimal
                     Shares  can  be  tendered  for  sale  pursuant  to  and  in
                     accordance with the terms of the Offer,  the parties hereby
                     agreeing to execute  all such  additional  instruments  and
                     take  all  such  additional  steps  as  may  be  reasonably
                     required in  connection  with the tendering of such Optimal
                     Shares pursuant to the Offer; and

              (c)    in the event that such reduction in such aggregate exercise
                     price and such exercise of options,  warrants and rights at
                     such reduced  exercise  price,  do not become  effective in
                     accordance  with the provisions of the preceding  paragraph
                     (i)(a), such exercise of such options,  warrants and rights
                     shall  be  deemed  not  to  have  occurred,  the  aggregate
                     exercise  price of Cdn.  $1.00 shall be  reimbursed  to the
                     Executive  and any Optimal  Shares  which were to have been
                     issued upon such  exercise of options,  warrants and rights
                     shall  be  deemed   not  to  have  been   issued   and  any
                     certificates in respect thereof shall be cancelled; and

       (ii)   in the event that the Offer is not a take-over bid:

              (a)    the  effectiveness  of such  reduction  in  such  aggregate
                     exercise  price  and  of  the  exercise  of  such  options,
                     warrants and rights at the reduced  exercise  price of Cdn.
                     $1.00,  shall be  conditional  upon the Offer  having  been
                     approved by all  necessary  corporate,  regulatory  and, if
                     required, shareholder approvals;

              (b)    the Company shall forthwith  following the effectiveness of
                     the acceptance of the Offer (which,  by way of example,  in
                     the case of an  arrangement  between  the  offeror  and the
                     Company,  would be  immediately  following  the  filing  of
                     articles of arrangement),  cause certificates in respect of
                     the  Optimal  Shares  which  are  to be  issued  upon  such
                     exercise  of options,  warrants  and rights to be issued to
                     the Executive; and

              (c)    in the event that such reduction in such aggregate exercise
                     price and such exercise of options,  warrants and rights at
                     such reduced  exercise  price,  do not become  effective in
                     accordance  with the provisions of the preceding  paragraph
                     (ii)(a), such exercise of such options, warrants and rights
                     shall  be  deemed  not  to  have  occurred,  the  aggregate
                     exercise  price of Cdn.  $1.00 shall be  reimbursed  to the
                     Executive  and any Optimal  Shares  which were to have been
                     issued upon such  exercise of options,  warrants and rights
                     shall  be  deemed   not  to  have  been   issued   and  any
                     certificates in respect thereof shall be cancelled.

       Provided that the Offer shall have been  accepted in accordance  with its
terms,  if the Offer is a take-over  bid, or that the  proposed  transaction  is
concluded,  in the event that the Offer is a merger or other similar  procedure,
the following additional provisions shall apply:


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<PAGE>


       (iii)  the  Company  shall  forthwith  thereafter  declare and pay to the
              Executive a bonus in an amount not less than the  aggregate of the
              minimum  annual  salary then being paid to the  Executive  plus an
              amount  (being  twenty-five  percent  (25%) of the  amount of such
              annual salary) equal to the  Recognition  Bonus  corresponding  to
              such minimum annual salary. The amount of such bonus shall be paid
              to the Executive  net of any  deductions or amounts to be withheld
              by the  Company as  required by law but shall not in any way limit
              the  amounts  of  minimum  annual  salary  and  Recognition  Bonus
              otherwise  payable to the  Executive for such fiscal year pursuant
              to sections 5 and 6 hereof; and

       (iv)   the term insurance,  if any, then owned by the Executive for which
              the  Company  is  responsible  for  the  cost of the  premiums  in
              accordance with section 10 shall forthwith thereafter be converted
              to, or  replaced  by a whole life  policy  for the same  insurance
              amount,  which  policy  shall  be owned  by the  Executive  or his
              designee,  and the Company shall pay or reimburse to the Executive
              the entire  cost of the  premium  for such  whole  life  insurance
              policy.

       For the purposes of this agreement, "cause" shall include:

       (A)    the  habitual  neglect or failure to fulfill  conscientiously  and
              diligently  obligations  assigned  by the  Board or to  carry  out
              lawful orders relating to employment with the Company;

       (B)    habitual  inability to carry out  functions of  employment  due to
              alcohol or drug-related causes; or

       (C)    any materially  dishonest or fraudulent  act relating  directly or
              indirectly to the course of employment.

       In the  event  that  the  Company  is  unable  to  obtain  all  necessary
regulatory  approvals for the reduction to Cdn. $1.00 of the aggregate  exercise
price of all Optimal  Share  purchase  options,  warrants and rights held by the
Executive,  the Company  shall  declare a bonus  payable to the  Executive in an
amount equal to the aggregate  exercise price of all such options,  warrants and
rights  and shall  apply the amount of such bonus  against  the  payment of such
aggregate  exercise price;  provided,  however,  that the  effectiveness  of the
declaration  of such  bonus  shall  be  subject  to the same  conditions  as the
proposed  reduction of such aggregate  exercise  price,  in accordance  with the
foregoing paragraph (i)(a) or (ii)(a), as the case may be, and in the event that
such bonus  declaration  does not become  effective,  any such  exercise of such
options,  warrants and rights shall be deemed not to have occurred,  any Optimal
Shares  which were to have been issued upon such  exercise of options,  warrants
and rights  shall be deemed  not to have been  issued  and any  certificates  in
respect thereof shall be cancelled.

17.  In the  event  that the  Company  shall  terminate  the  employment  of the
Executive,  other  than for  cause  or due to the  death  or  Disability  of the
Executive, or in the event that the Executive terminates his employment with the
Company for Good Reason (as hereinafter  defined) within six months  following a
Change of  Control  (as  hereinafter  defined)  of the  Company,  the  following
provisions shall apply:

       (i)    the Company  shall  forthwith  pay to the Executive an amount (the
              "Termination  Payment")  equal to five times the  aggregate of (i)
              the  highest   annual  minimum  salary  paid  or  payable  to  the
              Executive, pursuant to section 5 hereof, during the Term, (ii) the
              highest annual Recognition Bonus paid or payable to the Executive,
              pursuant  to  section  6  hereof,  during  the Term and  (iii) the
              highest annual bonus paid or payable to the Executive, pursuant to
              section 7 hereof, during the Term;

       (ii)   the exercise price of all Optimal Share purchase options, warrants
              and  rights,  if any,  held by the  Executive  shall,  subject  to
              regulatory approval,  be reduced to $1.00 in the aggregate and all
              of such  options,  warrants and rights  shall  become  immediately


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              exercisable notwithstanding any terms to the contrary set forth in
              any  agreement  or plan  pursuant  to which  any of such  options,
              warrants and rights have been  granted;  provided,  however,  that
              such share purchase options (but not such share purchase  warrants
              or rights) shall no longer be  exercisable  ninety (90) days after
              the termination of the Executive's employment with the Company;

       (iii)  the term insurance,  if any, then owned by the Executive for which
              the  Company  is  responsible  for  the  cost of the  premiums  in
              accordance  with section 10 shall  forthwith  be converted  to, or
              replaced  by a whole life  policy for the same  insurance  amount,
              which policy shall be owned by the Executive or his designee,  and
              the Company  shall pay or  reimburse to the  Executive  the entire
              cost of the premium for such whole life insurance policy; and

       (iv)   the Company shall forthwith acquire medical insurance coverage for
              the Executive,  which coverage shall provide the Executive and his
              family with health,  life, dental and other insurance  coverage in
              Canada and the United  States which is  equivalent to the coverage
              theretofore  maintained  by the  Company  for the  benefit  of its
              senior  executives  and enjoyed by the  Executive.  Such  coverage
              shall be for a term of five  years  and shall  commence  forthwith
              following the termination of the Executive's employment.

       For the  purposes  hereof,  "Good  Reason"  shall  mean  the  express  or
constructive  demotion of the Executive,  the  diminishment  of his authority or
responsibility  as a  senior  executive  of  the  Company  or a  change  in  the
Executive's  duties or the scope of such duties,  and "Change of Control"  shall
mean the  occurrence  of either (a) the  acquisition  by an arm's  length  third
party, directly or indirectly,  by way of take-over bid, merger or other similar
procedure,  of outstanding  shares of the Company  representing more than thirty
percent  (30%) of the votes  attaching to all  outstanding  voting shares of the
Company,  or (b) one- third or more of the  members of the Board  consisting  of
persons  other  than  Current  Directors  (and for  these  purposes  a  "Current
Director"  shall mean any member of the Board elected at or continuing in office
after, the 1997 annual meeting of shareholders of the Company,  any successor of
a Current Director who has been approved by a majority of the Current  Directors
then on the Board,  and any other person who has been  approved by a majority of
the Current  Directors  then on the Board).  The parties agree that in the event
that the  Company  shall fail to pay or  otherwise  perform its  obligations  in
favour of the  Executive  pursuant to this section 17 and such  obligations  are
successfully  enforced  by the  Executive  following  the  institution  of legal
proceedings,  the Company shall  reimburse to the Executive all of his costs and
expenses  (including legal fees and  disbursements)  which have been incurred by
the Executive in order to enforce such obligations.

18.  In the  event  that the  Company  shall  terminate  the  employment  of the
Executive for cause,  the Executive  shall not be entitled to a notice period or
to any compensation, payment or damages in lieu of notice.

19. If the Executive shall die or shall  voluntarily  resign from his employment
with the  Company  (other  than in the  circumstances  provided  in  section  17
hereof), the Company shall have no further obligation hereunder except to pay to
the  Executive  (or his  succession,  as the case may be) any accrued but unpaid
minimum  salary,  Recognition  Bonus and  statutory  vacation pay, and any bonus
declared (pursuant to section 7) and then unpaid.

20.  In the  event  that the  Company  shall  terminate  the  employment  of the
Executive  due to the  Disability  of the  Executive,  the  Executive  shall  be
entitled to payment of any accrued but unpaid minimum annual salary, Recognition
Bonus and statutory vacation pay, and any bonus declared (pursuant to section 7)
and then unpaid,  as well as his minimum annual salary for a period of 12 months
from the date of notice for termination.

       For the purposes of this agreement, the Executive shall be deemed to have
suffered a Disability when:


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       (i)    he has, by reason of physical  or mental  disability,  been unable
              for a  continuous  period of twelve  (12) months to carry on, on a
              full-time   basis,   substantially   all   business   duties   and
              responsibilities  for which he was employed in the same manner and
              to the  same  extent  as such  duties  and  responsibilities  were
              carried  on by  the  Executive  prior  to  the  occurrence  of the
              disability; or

       (ii)   a medical  doctor shall have  certified in writing that, by reason
              of mental or physical  disability,  it is unlikely that he will be
              able,  within  twelve (12)  months,  to resume  carrying  on, on a
              full-time   basis,   substantially   all   business   duties   and
              responsibilities for which he was employed.

21. For the purposes of sections 19 and 20 hereof:

       (i)    accrued  but unpaid  vacation  pay shall be paid to the  Executive
              forthwith  following   termination  of  his  employment  with  the
              Company;

       (ii)   Recognition  Bonus in  respect  of the  fiscal  year in which  the
              Executive's  employment is terminated shall be deemed to accrue on
              a daily  basis  and  shall  be paid to the  Executive  on the next
              following Bonus Payment Date;

       (iii)  any bonus declared (pursuant to section 7) and then unpaid,  which
              is payable in  accordance  with section 19 or 20 hereof,  shall be
              paid  forthwith  following  the  termination  of  the  Executive's
              employment with the Company;

       (iv)   accrued but unpaid minimum  annual  salary,  payable in accordance
              with  section 19 hereof,  shall be paid  forthwith  following  the
              termination of the Executive's employment with the Company; and

       (v)    minimum annual salary payable in accordance with section 20 hereof
              shall be paid to the  Executive  in  accordance  with  the  normal
              payroll practices of the Company,

all such amounts to be paid to the Executive (or his succession, as the case may
be) net of any  deductions  or amounts to be withheld by the Company as required
by law.

22. In the event of the  termination  of the employment of the Executive for any
reason, all indebtedness still owing by the Executive to the Company at the time
of such  termination  will be forgiven and extinguished and the Company will pay
or  reimburse  to the  Executive  the  amount  of any taxes  incurred  by him in
connection with any such forgiveness.

23. The Executive shall be entitled to participate in all health,  life,  dental
and other insurance plans, if any, as may be maintained by the Company from time
to time for the benefit of its senior executives.

24. The Company shall  reimburse to the Executive all  reasonable  out-of-pocket
expenses  actually and properly incurred by him in the performance of his duties
hereunder  upon  presentation  of expense  statements  or vouchers or such other
supporting information that the Company may reasonably require.

25. The Executive hereby  acknowledges  and agrees that,  during the Term and at
all times  thereafter,  the Executive  will hold in  confidence  all matters and
things  relating to the  business of the Company or any of its  subsidiaries  or
affiliates of which the Executive may acquire  knowledge  during his  employment
with the Company including,  without limitation, all records, papers, documents,
budgets, sketches,  drawings,  specifications,  formulae,  correspondence,  cost
data,  estimates,  market surveys,  suppliers' lists and prices,  manufacturers'
lists and prices, customers' lists and prices, sales, production,  purchasing or
financial  information  of any kind or  description  or any trade secrets or any
proprietary  information of the Company, its subsidiaries and affiliates (all of
the  foregoing  being  herein  collectively  called  the  "Materials");  and the


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Executive will not, without the written consent of the Company, except as may be
required in the fulfillment of his duties as an employee of the Company, use any
Materials for any purpose other than the business purposes of the Company and/or
its  subsidiaries  or  affiliates.   Without  limiting  the  generality  of  the
foregoing,  the Executive will not,  without the written consent of the Company,
disclose or  authorize  anyone  else to disclose to any person any  confidential
information or trade secrets  relating to the business of the Company and/or any
of its subsidiaries or affiliates, including, without limitation, any Materials.

26.  The  Executive  hereby  acknowledges  that the  Company  has all  rights to
possession of and title to all Materials and any copies,  extracts and summaries
thereof and other confidential  information originating during the Term or which
may come into his  possession  in any way during  the Term which  relates to the
business  of the  Company  or any of its  subsidiaries  or  affiliates,  and the
Executive further agrees to deliver all of the foregoing promptly to the Company
on the date on which he ceases to be employed hereunder or at any other time the
Company may request,  and not to make or permit to be made,  except for the sole
use or benefit of the Company and its subsidiaries  and affiliates,  any copies,
abstracts or summaries thereof.

27. The Executive hereby  covenants and agrees that,  during the Term, or at any
time until the expiry of two years from the  termination of his employment  with
the Company for any reason,  the  Executive  will not engage the services of nor
solicit,  interfere  with or endeavor to entice away any employee of the Company
or its subsidiaries or affiliates.  28. The Executive agrees that,  except as an
employee of the Company, he shall not, during the Term or at any time during the
Non-Competition  Period (as hereinafter  defined),  either individually or as an
employee or director of or  consultant  to, or in  partnership  or  otherwise in
connection  with,  any  person,  firm,   association,   syndicate,   company  or
corporation, directly or indirectly, carry on or be engaged in or concerned with
or interested in, or advise,  lend money to,  guarantee the debts or obligations
of,  or  permit  his  name or any  part  thereof  to be used or  employed  by or
associated with any person, firm, association, syndicate, company or corporation
engaged in or concerned with or interested in, any business which is the same as
or similar to or in  competition  in a material  way with any of the  businesses
which are carried on by the Company,  its subsidiaries or affiliates  during the
Term or at the  date of  termination  of the  Executive's  employment  with  the
Company,  the whole in any Restricted Area (as hereinafter  defined);  provided,
however,   that  the  foregoing  prohibition  shall  not  preclude  the  passive
investment by the Executive in a maximum of five percent (5%) of the outstanding
securities of any corporation listed on a recognized stock exchange or traded on
an over-the-counter market.

       The  Executive  acknowledges  that he has  been  engaged  by the  Company
hereunder for the express  purpose of promoting and  developing  the business of
the Company and that the restrictions set forth in this section 28 are essential
conditions to the execution of this agreement by the Company,  without which the
Company would not have entered into this  agreement.  The Executive  furthermore
acknowledges  that  the  compensation   provided  to  him  hereunder,   and  the
undertakings  of the Company to issue shares to him, have been made partially in
consideration of his undertakings as contained in this section 28. The Executive
expressly  acknowledges  that the  restrictions set forth in this section 28 are
reasonable and valid.

       For the purposes hereof:

       (a)    the  "Non-Competition  Period" means the period  commencing on the
              date  hereof and  expiring on the second  anniversary  of the date
              upon which the Executive ceases to be employed by the Company; and

       (b)    "Restricted Area" means Canada and the United States of America.

29. The Executive  agrees that, in the event that a court  determines that there
exists any actual or threatened  breach by the Executive of any of the covenants
or agreements  contained in sections 25, 26, 27 or 28 hereof,  such breach shall
cause the Company irreparable damage and, accordingly,  without prejudice to any
and all other rights and  recourses of the Company,  the Company  shall have the
right to enforce the


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terms and provisions thereof by means of compelling specific  performance and/or
by means of injunction and without limiting the generality of the foregoing, the
Executive hereby expressly  consents to the granting of an injunction by a court
of competent  jurisdiction  for the purposes of enforcing the  provisions of the
said sections 25, 26, 27 and 28 hereof.

       In the event this  agreement is breached,  the parties  shall,  except as
otherwise  provided herein, be entitled to all rights and remedies  available at
law.

30.  Any  notice,  demand,  request,  consent  or other  communication  given or
required  to be given to a party  hereunder  shall be in  writing  and  shall be
delivered in person or sent by registered mail,  postage  prepaid,  and shall be
addressed to such party at its address set forth on the first page hereof.

       Any such notice, demand, request, consent or other communication shall be
conclusively deemed to have been given or made on the day upon which the same is
received,  if delivered,  or on the third business day after the deposit thereof
in the  mail,  if mailed as  aforesaid.  A party may at any time give  notice in
writing in the manner  aforesaid  to the other party of any change of address of
the party giving such notice.

31. This agreement  shall be construed and  interpreted  in accordance  with the
laws in force in the Province of Quebec, as such laws may be in effect from time
to time.

32. If any provision of this agreement shall be held invalid or unenforceable in
whole or in part, such invalidity or unenforceability  shall attach only to such
provision  and all other  provisions  hereof  shall  continue  in full force and
effect.

33. This  agreement  shall enure to the benefit of and shall be binding upon the
parties  and their  respective  heirs,  legal  representatives,  successors  and
assigns.

34. No failure or delay on the part of a party in exercising  any power or right
hereunder  shall  operate  as waiver  thereof  nor shall any  single or  partial
exercise  of any such  right or power  preclude  any  other or  future  exercise
thereof, nor the exercise of any other right or power hereunder. No modification
or waiver of any  provision of this  agreement  nor consent to any  departure by
either party herefrom  shall in any event be effective  unless the same shall be
in writing.

35. This  agreement  embodies  the entire  agreement  and  understanding  of the
parties  hereto  in  respect  of  the  subject  matter  hereof.  This  agreement
supersedes all prior agreements and  understandings  with respect to the subject
matter hereof.

36. The parties  declare that they have  required  that this  agreement  and all
documents  relating  hereto,  either present or future,  be drawn in the English
language;  les parties  declarent  par les  presentes  qu'ils  exigent que cette
entente et tous les documents y afferents,  soient, pour le present ou le futur,
rediges dans la langue anglaise.

IN WITNESS  WHEREOF,  the parties hereto have executed the present  agreement on
the date first hereinabove mentioned.


                                        OPTIMAL ROBOTICS CORP.


                                        Per:_______________________
                                             Holden L. Ostrin


                                            _______________________
                                             Henry M. Karp


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