SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM 10-K
(Mark One)

     |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended December 31, 2002

     | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                        For the transition period from to


                         Commission file number 0-28572.
                               -------------------
                             OPTIMAL ROBOTICS CORP.
             (Exact name of registrant as specified in its charter)

               Canada                                        98-0160833
    (State or other jurisdiction                          (I.R.S. Employer
 of incorporation or organization)                     Identification Number)

                               -------------------

     4700 de la Savane, Suite 101,                                   H4P 1T7
       Montreal, Quebec, Canada                                    (Postal code)
(Address of principal executive offices)

Registrant telephone number, including area code:                 (514) 738-8885
Securities registered pursuant to Section 12(b) of the Act:
                        None
Securities registered pursuant to Section 12(g) of the Act:
                  Title of class:
           Class "A" shares, no par value

                               -------------------

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No | |

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K |X|.

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |X| No | |

     Aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant as of June 28, 2002 (computed by reference to
the last reported sale price of the Class "A" shares on the Nasdaq Stock Market
on such date): $108,660,986. For purposes of this calculation, only executive
officers and directors are deemed to be affiliates of the registrant.

     Number of Class "A" shares outstanding at March 26, 2003: 14,936,235
     DOCUMENTS INCORPORATED BY REFERENCE: NONE
-------------------

<PAGE>

     In this Form 10-K, except where otherwise indicated, references to
"dollars" or "$" are to United States dollars, references to "Cdn.$" are to
Canadian dollars, and references to our "common shares" are to our Class "A"
shares.

Item 1.   BUSINESS

Company Overview

     We are the leading provider of self-checkout systems to retailers in North
America. Our principal product is the U-Scan(R) automated self-checkout system,
which enables shoppers to scan, bag and pay for their purchases with little or
no assistance from store personnel. Based on estimates from our customers, we
estimate that in 2002, U-Scan systems processed over 500 million shopper
transactions. The U-Scan system can be operated quickly and easily by shoppers
and makes the checkout process more convenient for them. The U-Scan system also
reduces the cost of checkout transactions to retailers and addresses labor
shortage problems by replacing manned checkout counters with our automated
self-checkout stations.

Our Corporate Information

     Our company was formed in 1984 and is incorporated under the federal laws
of Canada. We commenced our current business in 1991. Our principal office is
located at 4700 de la Savane, Suite 101, Montreal, Quebec, H4P 1T7, and our
telephone number is (514) 738-8885. We have three subsidiaries: Optimal Robotics
Inc., a wholly-owned Delaware corporation; Optimal Robotics (Canada) Corp., a
wholly-owned Canadian corporation; and Optimal Robotics Plc, a majority-owned
English corporation.

Our Industry

     We have traditionally targeted supermarket and supercenter chains in the
United States, and more recently have targeted such chains in Canada, with
average annual sales per store in excess of $12.0 million. According to industry
sources, there are over 11,500 of these stores in the United States. In 2002, we
established a Business Development Group to support our efforts to expand our
self-checkout business into new markets, which include drug stores, convenience
stores (including gas station mini-marts), big box retailers (including
warehouse stores and home improvement stores), electronics stores, office
superstores, toy stores and general merchandise stores. See "Business - Sales
and Marketing," below. We also established our U.K. operations through a
majority-owned subsidiary. See "Business - Our Business Strategy," below.

     Initial results from our efforts to expand into new markets foster our
belief that the potential market for self-checkout solutions includes
applications beyond supermarkets and supercenters. See "Business - Our
Customers," below. The U-Scan system, which can be quickly and easily operated,
addresses shoppers' needs in each of these markets, by providing them with
greater customer service and more control over the checkout process.

     We believe that the demand for self-checkout systems will continue to grow.
In addition to providing stores with a dependable and economical alternative to
maintaining cashiers in both express and regular checkout lanes, we believe that
self-checkout systems allow large retailers to offer shoppers the speed of a
smaller, convenience store while maintaining the greater selection and lower
prices that a larger store generally offers.

     We also believe that the acceptance of self-checkout systems will increase
over time much like the increase in acceptance of automated teller machines
(ATMs) and pay-at-the-pump credit/debit card machines. Banking industry sources
have estimated that the number of ATMs in the United States grew from 18,500 in
1980 to over 200,000 in 1999, and that the number of ATMs in use worldwide was
over 700,000 at the end of 1999. According to the National Association of
Convenience Stores' 1999 State of the Industry report, the percentage of
convenience stores with pay-at-the-pump technology increased from less than 5%
in 1990 to 50% in 1998. In the same way that many people have become more
accustomed to using ATMs to conduct their banking and to paying at the pump when
fueling their cars, rather than interacting with a bank teller or store
attendant, we believe that consumers seeking convenience and "control" when
shopping will choose to use a self-checkout system instead of paying at a
traditional manned checkout counter.


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<PAGE>

Our Customers

     Our most significant customers have been supermarkets and supercenters,
including the following retailers:

      o     The Kroger Co.

      o     Pathmark Stores, Inc.

      o     The Great Atlantic & Pacific Tea Company, Inc. (A&P)

      o     Loblaw Companies Limited

      o     Ingles Markets Incorporated

      o     The Schnucks Co.

      o     Ahold NV (which includes Bi-Lo, Tops, Giant Food and Stop & Shop in
            the United States)

      o     Meijer, Inc.

      o     Price Chopper Supermarkets

      o     Dierbergs Markets

      o     Fleming Companies, Inc.

      o     Harris Teeter

      o     H.E.Butt Grocery Company

     Some of these leading retailers figure prominently in the establishment of
market standards in the supermarket industry, and we believe that our
relationships with them and the increasing presence and use of our systems in
their stores contribute to the market's growing acceptance of the U-Scan system.
We also believe that shoppers' increasing familiarity with our systems at these
retailers will facilitate future sales efforts, particularly with retailers who
have not yet purchased our systems, including in markets outside of the food
industry.

     We believe that these customers have chosen to install the U-Scan
self-checkout system because it:

      o     increases convenience for their shoppers, while accommodating
            typical shopping patterns and allowing shoppers to check out as if
            they were at a manned checkout counter,

      o     provides the shopper with more control over the checkout process,
            similar to an ATM transaction,

      o     builds loyalty by making shopping easier and more convenient,

      o     addresses labor shortages in certain markets by replacing manned
            checkout counters with automated self-checkout stations, and

      o     provides labor cost savings by allowing one employee to supervise up
            to six unmanned stations.

     In 2002, we established a Business Development Group to support our efforts
to expand our self-checkout business into new markets. See "Business - Our
Industry," above. Our efforts to expand into new markets have resulted in the
installation of a store evaluation system for a national drugstore chain as well
as requests for testing facility systems from a national gasoline retailer, for
use in a mini-mart environment, and from a home improvement retailer. While
there can be no assurance that any of these potential customers will determine
to


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commit to a volume order for our U-Scan self-checkout systems, we believe
that our customers will in the future include non-food retailers.

     A majority of the systems that we sold in 2002 were sold to The Kroger Co.
through its various divisions and affiliates. The loss of this customer would
have a material adverse effect upon our company.

Our Competitive Advantages

     We believe that the following competitive advantages have helped us become
the leading provider of self-checkout systems to retailers in North America:

     o  the largest installed base of self-checkout systems in North America and
        well-established relationships with leading retailers,

     o  an established brand name and corporate identity,

     o  nine years' experience and expertise in designing self-checkout
        solutions for retailers,

     o  a focused business strategy targeting the self-checkout market,

     o  a senior management team and experienced sales force familiar with the
        needs of retailers, and

     o  superior customer service through a 24 hours per day, 365 days per year
        on-line helpdesk supported by a dedicated, nationwide network of service
        personnel.

Our Business Strategy

     Our primary objectives are to sell more U-Scan systems for installation in
additional supermarkets and supercenters, to begin selling U-Scan systems and
other self-checkout systems for installation in other kinds of stores, and to
initiate volume sales of our systems in Europe.

     Key elements of our business strategy are to:

     Increase Sales in Existing and New Supermarket and Supercenter Accounts. We
plan to further increase our penetration of existing customer accounts and
continue to develop new customers in North America, both through a direct sales
effort and the establishment of a third party distribution channel. Through our
United Kingdom subsidiary, we have installed an evaluation system with one of
the United Kingdom's largest regional independent co-operative societies and we
are continuing to develop opportunities in Europe.

     Extend Retail Applications of Our Products and Services. In 2002, we began
installing new, lower profile, ergonomically advanced variants of our U-Scan
system. Each of these new units enables shoppers to scan, bag and pay for their
purchases with limited or no assistance from store personnel, much like the
U-Scan Express(R) system, and we believe that these new units will serve to
expand our potential customer base. These lower profile systems are being
installed in the stores of supermarket customers and should also respond to the
requirements of smaller retail environments such as drug stores and convenience
stores.

     Advance Our Leadership Position Through Innovation. Based on our research
and development efforts and in response to initiatives developed by our
customers, with whom we maintain an ongoing dialogue, we continuously enhance
our self-checkout product line. We plan to continue our efforts to offer the
most advanced peripherals and further automate certain processes of the
self-checkout experience.


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<PAGE>

Products and Systems

     U-Scan System

     A U-Scan system, in a typical configuration for a supermarket or
supercenter application, consists of four self-checkout stations and one manned
supervisor terminal. Some of our customers have installed systems consisting of
up to six self-checkout stations. Each checkout station consists of the
following components linked by a PC platform:

     o  a bar code scanner with a scale,

     o  a bagging station equipped with a scale,

     o  a touchscreen monitor,

     o  an overhead video camera,

     o  a credit/debit terminal (with available support for signature capture
        devices),

     o  bill and coin acceptors and dispensers, and

     o  a receipt printer.

     The supervisor terminal consists of:

     o  a monitor that allows the supervisor to observe the activity at each
        checkout station,

     o  a hand-held scanner, either wired or wireless, that enables the
        supervisor to assist shoppers with large items,

     o  an easy-to-use touchscreen that makes it simple for the supervisor to
        interact with the system, and

     o  a receipt printer for credit/debit transactions.

     The supervisor terminal may also be configured with magnetic ink character
recognition (MICR) for check verification.

     In a typical configuration, the U-Scan system occupies the same floor space
as would three manned checkout lanes. As a result, shoppers are provided with at
least one, and up to three additional checkout stations.

Operation

     The U-Scan system is equipped with a convenient, intuitive touchscreen
interface and provides automated voice instructions that guide the shopper
through the entire checkout process, from scanning the first item to removing
the receipt after payment.

     To commence the checkout process, a shopper presses an icon on the
touchscreen of a U-Scan station. An automated voice greets the shopper and
instructs him or her to begin scanning items using the station's easy-to-use,
multi-directional scanner. As the shopper scans each item, the touchscreen
acknowledges the scanned item and displays its price. Simultaneously, the
shopper is instructed by the automated voice to place the scanned item in the
shopping bag located on the station's scale. In this manner, not only are
purchased items bagged, but the station also simultaneously weighs each item and
makes sure that its weight is correct for the item scanned.

     The U-Scan system easily handles bar-coded items and has been designed to
accommodate non bar-coded items and items requiring compliance with specific
procedures. The U-Scan system has the capacity to learn the weight of bar-coded
items that it has not previously encountered. For non-bar-coded items such as
produce or other items sold by weight, the shopper places the item on a separate
scale that is part of the scanner and presses a specific icon on the touchscreen
that alerts the system supervisor. Each U-Scan station is equipped with an
overhead video camera that transmits an image of the item placed on the scale to
the color monitor located at the supervisor terminal. This enables the
supervisor to identify the item for the system, which, in turn, computes the
correct price for the item. At the request of some customers, the system is
configured to allow shoppers to

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identify the non-bar-coded items being purchased, thereby eliminating the need
for supervisor attention. Additionally, alcohol and tobacco product purchases
automatically prompt the system supervisor to verify the purchaser's age. The
system supervisor terminal is equipped with a hand-held scanner that is used to
read bar codes on heavy, oversized items. Both wired and wireless models are
available.

     The U-Scan system is able to handle variations on the normal bar-coded
purchase. For example, it can process transactions involving products that are
sold on a "per unit" basis. The system can identify multiple-unit items such as
six-packs of canned beverages and partial purchases of multiple-unit items (such
as five cans of a six-pack). The system also has the capability to adjust its
tolerance level for deviations in an item's weight, such as where the inclusion
of a prize in a cereal box would increase the weight of that box beyond the
preset or previously "learned" tolerance level.

     Once a shopper has scanned all the items he or she wishes to purchase, the
shopper notifies the system by pressing the appropriate icon on the touchscreen.
The U-Scan system then prompts the shopper to select the form of payment. The
U-Scan system can accept any form of payment, either at the self-checkout
station or at the supervisor terminal, that is accepted by cashiers, including
cash, checks, credit cards, debit cards, coupons, food stamps and gift
certificates. The U-Scan station can make change and dispense additional cash
should the shopper choose to withdraw additional money using a credit or debit
card. The U-Scan system also identifies and can handle "mix and match" payments,
such as a combination of cash and coupons. Those shoppers who choose to pay with
checks, food stamps or gift certificates are directed to the system supervisor
to complete their transactions.

     Once the shopper has made payment and received change from the U-Scan
station's bill and coin dispenser, a receipt is printed at the U-Scan station.
At all times, a system supervisor is located nearby to provide prompt assistance
should it be required by the shopper.

Security

     The close proximity of the system supervisor to the U-Scan stations helps
to deter theft. Moreover, the U-Scan system provides an additional level of
protection with a built-in, three-tier security system designed to guard against
loss due to theft or human error. The security system at each U-Scan station
consists of:

     o  a bagging station equipped with a scale that detects any unscanned or
        substituted items,

     o  an overhead video camera that discourages non-scanning or substitution,
        and

     o  an integrated payment mechanism that substantially reduces the
        opportunity for cashier fraud or error.

     The U-Scan system weighs each item scanned. If the weight detected for the
scanned item is different from the item's weight contained in the system's
database, the shopper will be asked to try again and the supervisor will be
alerted. Should a shopper fail to scan an item that is placed on the weighing
platform, the system will prompt the shopper to remove the item and scan it.
Should a shopper mistakenly scan an item more than once before placing it on the
weighing platform, the U-Scan station will only charge the shopper once for such
item. The U-Scan system can also be customized to support a retailer's
electronic anti-theft system.

Customization and Flexible Technology

     The U-Scan system can be customized to meet the individual requirements of
a particular store by changing features such as the user graphics on the
touchscreen and automated voice prompts. It can be programmed to include
frequent shopper and other loyalty and marketing programs and is available with
a multilingual touchscreen. To ensure compliance with governmental regulations,
the U-Scan system can be programmed to comply with local weights and measures
and federal and local laws regarding proof-of-age verification for purchases of
alcohol and tobacco products.

     The U-Scan system operates on an industry-standard, PC-based platform with
the Windows NT or Windows 2000 operating system, and uses readily available,
off-the-shelf components. Its open architecture enables it to be integrated with
most existing information systems. It can be upgraded to take advantage of new
features and can generate custom management reports. The U-Scan system obtains
most of the information it


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<PAGE>

needs to operate from the store's information systems, just as cashier-operated
terminals do. A local area network links up to six checkout stations to the
supervisor terminal.

     We have developed software that allows the U-Scan system to form part of
and communicate with a store's information systems in the same way conventional
cashier-operated terminals do. In doing so, the system uses the store's network
and communications protocol, enabling it to interact easily and completely with
the information systems. Our technology allows information to be communicated
between the U-Scan system and a store's information systems on a real-time
basis, including such information as:

     o  product movement data,

     o  inventory management data,

     o  cash balance information, and

     o  transaction summaries.

     The U-Scan system's software is customized for the first installation at
each chain so it can communicate with that chain's information systems and is
modified as necessary to address the needs of each retailer.

     Optimal 6300 POS System

     The Optimal 6300 POS(TM) system is an open-architecture, PC-based
point-of-sale cash register system utilizing Windows NT/95 or Novel SFTIII
mirrored servers. We offer only the system software for the Optimal 6300 POS
system.

     The customer is responsible for purchasing the system hardware. The Optimal
6300 POS system communicates with a store's information systems and has been
designed for use as a conventional cash register checkout system in high-volume
retailers such as supermarkets, department stores and warehouse stores.

     We were engaged by Price Chopper Supermarkets of Schenectady, New York, to
develop and install the Optimal 6300 POS system. We receive a monthly fee for
the continuing development of the system. The Optimal 6300 POS system is
presently installed in all of the over 100 Price Chopper supermarkets. The
system is also installed at Atlantic Food Mart in Reading, Massachusetts.

Sales and Marketing

     We primarily market our U-Scan systems directly to customers through our
own sales personnel. As of March 26, 2003, we had nine employees dedicated to
sales and marketing.

     Consistent with our strategy of increasing distribution of the U-Scan
systems, we continue to actively review and evaluate other marketing
relationships. We recently announced the signing of a letter of intent with
Fujitsu Transaction Solutions Inc. for Fujitsu to develop, market and service,
in North America, self-checkout systems that combine our U-Scan systems with
software enhancements and SmartPoS peripherals from Fujitsu. This arrangement,
if completed, would also provide for the marketing of our self-checkout systems
through Fujitsu's dealer network.

     Prior to 2002, we focused our sales and marketing efforts almost
exclusively on supermarket and supercenter chains in the United States. In 2002,
we began installing our systems in Loblaws and Provigo supermarkets operated by
Loblaw Companies Limited in Canada. We also installed our first evaluation
system in the United Kingdom, in a supermarket, and our efforts to expand into
new markets resulted in the installation of a store evaluation system for a
national drugstore chain in the United States, as well as requests for testing
facility systems from a national gasoline retailer in the United States, for use
in a mini-mart environment, and from a home improvement retailer in the United
States.

     Sales to a retail chain typically follow a three-step process, in which the
customer takes delivery of a single U-Scan station and a supervisor terminal in
a testing facility, then places a full system in a store for evaluation, and
finally decides whether to commit to a volume order.


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     Before delivering a U-Scan system to the first store of a chain, we
customize the system, which typically takes two months. This process may include
modifying user graphics, voice instructions, functions for specific pricing,
couponing methods and software to meet the store's specifications. This process
also includes integrating the U-Scan system with the store's information systems
so that data compiled at each U-Scan station is automatically transmitted to the
store's information systems in the same way data would be compiled and
transmitted by a manned cashier station.

     Once we have completed the customization and integration process, the
U-Scan system is delivered. Typically, the store will monitor the performance of
the system for a period of one to two months and request certain software
modifications. Upon the completion of a successful first installation, the
U-Scan system generally requires only minor customization to accommodate
additional installations within the chain.

Research and Development

     Our research and development efforts are focused on improving our existing
products and developing new products. To date, most of the software relating to
our products has been developed internally by our employees.

     Features that have been introduced or refined during the last 12 months
include the following:

     o  EAS - We have continued to refine and simplify the integration of
        Electronic Article Surveillance systems with any of our U-Scan systems.
        This included testing of U-Scan systems in the field, containing scanner
        scales with integrated EAS capability.

     o  Biometrics - We have incorporated the use of biometrics for age
        verification.

     o  C-Store kiosk unit - We have developed a smaller, cash back only, kiosk
        unit for use in convenience stores.

     o  Supervisor terminal size - We have further reduced the size of the
        supervisor terminal.

     o  Compact signature capture pad - We have introduced a new, compact
        signature capture pad, developed according to our specifications by the
        supplier of these units.

     o  U-Scan Mobile Attendant(TM) device - We have completed the development
        of a miniature, wireless handheld unit that allows a range of supervisor
        functions to be performed even when the supervisor is not standing at
        the traditional supervisor terminal.

     o  GUI - We have developed and improved the Graphical User Interface (GUI).

     o  Remote update - We have developed new mechanisms for automated remote
        update of the U-Scan system software.

     We intend to increase research and development efforts in the following
areas:

     o  Developing new products and designs and extending our existing products
        into additional retail applications.

     o  Continuing our efforts to adapt U-Scan self-checkout solutions for use
        in Europe and other international markets. We have already adapted our
        U-Scan self-checkout solutions for use in the United Kingdom, where a
        system is installed for evaluation purposes.

     o  Continuing to identify and test new (intelligent) devices to increase
        reliability and improve serviceability of the U-Scan system.

     o  Developing input and output conveyor belt options that will easily
        integrate with our lower profile, smaller footprint U-Scan1, U-Scan3 and
        U-Scan5 systems, which we began manufacturing in 2002. o Developing more
        sophisticated and smaller security scales.


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     o  Developing wireless connectivity for the system terminals.

     o  Developing support for alternative lane configurations, including six
        lanes supervised by a single supervisor terminal.

     o  Researching the use of higher resolution digital cameras.

Our research and development expenses, net of tax credits, were approximately
$1,290,000 in 2002, $1,224,000 in 2001 and $913,000 in 2000.

Product Assembly

     We assemble all of our systems at our Plattsburgh, New York facility. See
Item 2--"Description of Properties."

Suppliers

     The U-Scan system is assembled from components that are readily available
from numerous suppliers. Given the open architecture of our system, we are not
dependent on any single supplier for any particular component. The U-Scan system
casing is specially manufactured for us by any one of three suppliers.

Service and Field Support

     It is essential to retailers that providers offer timely and efficient
software and hardware service and support. We provide both software and hardware
service and support for the U-Scan system for a fee.

     Software support is provided to all customers via our helpdesk on a 24
hours per day, 365 days per year basis. Our helpdesk and support personnel are
trained to diagnose software and hardware problems that may arise in the field.
Software problems are typically solved on-line, as the U-Scan system can be
accessed on-line from our premises.

     Hardware support is provided by our own technicians and a small number of
independent service companies with whom we have contracted and who are certified
by us. Alternatively, U-Scan system customers can elect to have their own
facility engineering group perform hardware maintenance on the system, in which
case we train such personnel.

      If there is a problem caused by a hardware malfunction, which cannot be
solved by the customer with the support of our helpdesk, or another matter
requiring personnel to be on-site, a technician is dispatched to assist the
customer. We maintain certified technicians at our headquarters in Montreal, and
in 45 states and two Canadian provinces.

Installation Personnel

     It is important that our systems are able to be quickly and reliably
installed with minimal impact on store operations. Installations can be
performed by our technicians, by the customer's trained and certified employees
or by certified third party installers. When we perform this service, an
experienced technician visits the store before the delivery of the system to
coordinate all aspects of the installation. The goal is to ensure that our
systems are installed and fully operational within six hours.

Government Regulation

     We and certain of the components that are used in our products are subject
to regulation by various agencies in the United States and in other countries in
which our products are sold. Laser safety is regulated in the United States by
the Food and Drug Administration's Center for Devices and Radiological Health
and in Canada by the Radiation Protection Bureau of Health Canada. In addition,
the U.S. Occupational Safety and Health Administration and various states and
U.S. cities have promulgated regulations concerning working condition safety
standards in connection with the use of lasers in the workplace. Radio emissions
are the subject

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of governmental regulation in all countries in which we sell and expect to sell
our products. We also voluntarily submit our products to Underwriters
Laboratories Inc., for certification for product safety, in the United States by
Underwriters Laboratories Inc., and in Canada by Underwriters' Laboratories of
Canada, which is recognized by the Standards Council of Canada.

Competition

     We compete against manufacturers of traditional cashier-operated terminals
as well as developers of portable hand-held devices and other partially
automated self-scanning devices, including NCR, Symbol Technologies, PSC and
Productivity Solutions. Certain of our competitors are larger and have greater
financial, technical, and marketing resources. We believe, however, that the
U-Scan system performs more functions than any other self-checkout system for
retail use currently available on the market.

     We believe that the principal criteria for competition within the
self-checkout system market are the following:

     o technological capability,

     o product features,

     o price,

     o product support,

     o ease of use,

     o name recognition,

     o distribution channel capability, and

     o financial strength of the provider.

Intellectual Property

     We have registered or have filed applications for the registration of over
one dozen different trademarks in the United States, Canada and the European
Union.

     We hold patents issued in the United States, Canada and certain member
states of the European Union and have additional patents pending in the United
States for various components of our system. Patents pending in the United
States may also be filed, within prescribed periods, in various member states to
the international Patent Cooperation Treaty.

     As a general policy, we file patent applications, in jurisdictions where we
consider it to be appropriate, to protect our technological position and new
product development. Although we believe that our patents provide some
competitive advantage and market protection, we rely for our success primarily
upon our proprietary know-how, innovative skills, technical competence and
marketing abilities. Furthermore, there is no assurance that these patents will
not be challenged, invalidated or circumvented in the future. We plan to apply
for additional patents on our products, but our applications may not be granted
and any new products developed by us may not be patentable.

     We regard our software as proprietary and attempt to protect it with
copyrights, trade secret measures and nondisclosure agreements. Despite these
restrictions, it may be possible for competitors or users to copy aspects of our
products or to obtain information which we regard as trade secrets. Existing
copyright laws afford only limited practical protection for computer software.
The laws of foreign countries generally do not protect our proprietary rights in
our products to the same extent as the laws of the United States and Canada. In
addition, we may experience more difficulty in enforcing our proprietary rights
in certain foreign jurisdictions.


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Employees

     As of December 31, 2002, we employed 529 full time employees, as compared
to 502 at the end of 2001. Due to continued economic weakness throughout North
America, we reduced our total workforce in February 2003 by approximately 12%,
to approximately 470 full-time employees, in an effort to increase operating
efficiencies in each department, decrease overall general and administrative
expenses and improve financial results.

     Our employees are not represented by any collective bargaining unit and we
have never experienced a work stoppage. We believe that our employee relations
are good.

Financial Information About Segments and Geographic Areas

     See note 17(a) of the notes to our consolidated financial statements, which
are included in Item 8 - "Financial Statements and Supplementary Data."

Where You Can Find Additional Information

     We are required to furnish to our shareholders annual reports containing
audited consolidated financial statements certified by our auditors in Canada
and quarterly reports containing unaudited financial data for the first three
quarters of each fiscal year following the end of the respective fiscal quarter.
We prepare our consolidated financial statements in accordance with accounting
principles which are generally accepted in Canada with a reconciliation to
accounting principles generally accepted in the United States.

     You may request a copy of these filings at no cost, by writing or
telephoning us at the following address or telephone number:

                               Optimal Robotics Corp.
                               4700 de la Savane
                               Suite 101
                               Montreal, Quebec H4P 1T7
                               Attention: Secretary
                               (514) 738-8885

Internet Access

     Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are
available free of charge on or through our website (www.optimal-robotics.com) as
soon as reasonably practicable after we electronically file the material with,
or furnish it to, the Securities and Exchange Commission.


                                       11

<PAGE>

Item 2.   DESCRIPTION OF PROPERTIES

Facilities

     Our headquarters are located in approximately 51,000 square feet of leased
space at 4700 de la Savane, Montreal, Quebec, under a lease that expires on
January 31, 2006, subject to our right to renew the lease for an additional
28-month period. Our systems are assembled in a facility located in
approximately 43,000 square feet of leased space in Plattsburgh, New York, under
a lease that expires on March 31, 2006. The Plattsburgh lease may be renewed for
an additional three-year period. We repair and distribute our replacement parts
out of a facility located in approximately 66,000 square feet of leased space in
Santa Ana, California, under a lease that expires on September 30, 2006.

     We also maintain parts storage facilities in 22 states and two Canadian
provinces. Additional hub facilities may be opened and existing hub facilities
may be expanded, in the United States and Canada, to the extent required to
support current and future installations.

Item 3.   LEGAL PROCEEDINGS

Legal Proceedings

     In each of 1995 and 1996, we received a demand letter from the same
claimant alleging that the U-Scan system infringes upon the claimant's patent.
In July 1999, this claimant, International Automated Systems, Inc. ("IAS"),
filed a civil action in the United States District Court for the District of
Utah against us and PSC, the former assembler of the U-Scan system, alleging
patent infringement. A second party also sent a demand letter to us in 1999, and
again in February 2001, alleging a different patent infringement. Although after
consultation with counsel, we believe that the former claimant should not
prevail in its lawsuit and that the latter claimant should not prevail if a
lawsuit is brought to assert its claim, and that these claims will not have a
material adverse effect on our business or prospects, no assurance can be given
that a court will not find that the system infringes upon one or both of such
claimants' rights. A determination by a court that the system infringes upon
either of the claimant's rights would have a material adverse effect on our
business and results of operations.

     A subsidiary of Kroger has also been sued by IAS in the State of Utah based
upon the same issues underlying its suit filed against us in 1999. At our
expense, our counsel is also defending the subsidiary of Kroger in such action.
Furthermore, we are contractually bound to indemnify Kroger for any damages that
it may incur in connection with such suit.

     In March 2003, the claimant that sent the demand letters of 1999 and 2001,
sent a third demand letter to us alleging infringement of additional patents. We
are reviewing the claim asserted in the March 2003 demand letter with counsel.
Due to the recentness of this claim, we have not yet formed an opinion as to its
merit or materiality to our business.

     We are also party to litigation arising in the normal course of operations.
We do not expect the resolution of such matters to have a materially adverse
effect on our financial position or results of operations.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


                                       12

<PAGE>

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     (a)  Market Information

          Our common shares trade on the Nasdaq National Market under the symbol
          "OPMR." The following table sets forth the range of high and low bid
          prices for our common shares as reported by the Nasdaq Stock Market.
          These quotations reflect inert-dealer prices without retail mark-up,
          mark-down or commission and may not necessarily represent actual
          transactions.

                                                       Nasdaq Stock Market
                                                       -------------------
                                                    $ High              $ Low
                                                    ------              -----

          2002
          4th Quarter............................    7.68               5.57
          3rd Quarter............................    8.45               6.69
          2nd Quarter............................   17.50               7.29
          1st Quarter............................   36.15              13.86
          2001
          4th Quarter............................   37.77              18.47
          3rd Quarter............................   53.48              24.50
          2nd Quarter............................   38.15              23.19
          1st Quarter............................   38.38              25.56

     (b)  Holders

          At March 26, 2003, there were 1,841 stockholders of record of our
common shares.

     (c)  Dividends

     Our policy is to retain all earnings, if any are realized, for the
development and growth of our business. We have never declared or paid cash
dividends on our common shares and we do not anticipate paying cash dividends in
the foreseeable future. Any determination to pay dividends will be at the
discretion of our Board of Directors and will depend upon our financial
condition, results of operations, capital requirements, limitations contained in
loan agreements, if any, and such other factors as our Board of Directors deems
relevant.

Item 6.   SELECTED FINANCIAL AND OTHER DATA

     The following selected financial data as of December 31, 2002 and 2001 and
for the years ended December 31, 2002, 2001 and 2000 are derived from and are
qualified by reference to our audited consolidated financial statements, which
are included in Item 8--"Financial Statements and Supplementary Data." The
following selected financial data as of December 31, 2000, 1999 and 1998 and for
the years ended December 31, 1999 and 1998 are derived from our audited
financial statements, which are not included herein. Effective December 31,
1998, we adopted the U.S. dollar as the reporting currency for our financial
statements, and so our audited financial statements for the year ended December
31, 1998 have been restated for this change in reporting currency. The financial
data for all periods prior to 1999, for Canadian generally accepted accounting
principle ("GAAP") purposes, are presented in U.S. dollars in accordance with a
translation of convenience method using the representative exchange rate at
December 31, 1998 of US$1.00=Cdn.$1.5333--see note 2(k) of the notes to our
consolidated financial statements, which are included in Item 8--"Financial
Statements and Supplementary Data."

     The data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations," our consolidated
financial statements, the related notes and the other financial information
included elsewhere in this Form 10-K.


                                       13
<PAGE>

     Our consolidated financial statements are prepared on the basis of Canadian
GAAP, which is different in some regards from U.S. GAAP. For a description of
the material differences between Canadian GAAP and U.S. GAAP in regard to our
consolidated financial statements, see note 20 of the notes to our consolidated
financial statements, which are included in Item 8--"Financial Statements and
Supplementary Data."

<TABLE>
<CAPTION>

                                                                                Year ended December 31,
                                                                                -----------------------
                                                                    2002       2001       2000      1999      1998
                                                                    ----       ----       ----      ----      ----
                                                                     (U.S. dollars, in thousands except per share data)
<S>                                                               <C>        <C>       <C>       <C>        <C>
Income Statement Data:
Revenues......................................................    $ 75,718   $101,421  $ 60,971  $ 29,634   $  5,618
Cost of sales.................................................      50,262     63,159    45,558    23,457      5,135
                                                                  --------   --------  --------  --------   --------
Gross margin..................................................      25,456     38,262    15,413     6,177        483
Selling, general, administrative and other expenses...........      33,212     21,280    10,629     6,126      4,633
Research and development expenses, net of tax credits.........       1,290      1,224       913       220        210
Closure costs.................................................       1,039       --        --         --         --
Write-down of inventory.......................................        --         --        --         604        --
Investment income.............................................      (1,817)    (3,148)   (3,896)     (893)      (449)
                                                                  --------   --------  --------  --------   --------
(Loss) earnings before income taxes...........................      (8,268)    18,906     7,767       120     (3,911)
                                                                    (2,941)     9,600     2,972    (3,532)       --
                                                                  --------   --------  --------  --------   --------
Net (loss) earnings...........................................    $ (5,327)  $  9,306  $  4,795  $  3,652   $ (3,911)
                                                                  ========   =======   ========  ========   ========
Weighted average number of common shares outstanding
   (thousands)................................................     15,059      14,705    13,104     9,699      7,464
Weighted average diluted number of common shares
   outstanding (thousands) (1)................................      15,101     15,573    14,499    10,929      7,464
Basic net (loss) earnings per common share (2)................    $  (0.35)  $   0.63  $   0.37  $   0.38   $  (0.52)
                                                                  ========   ========  ========  ========   ========
Diluted net (loss) earnings per common share (1)(2)...........    $  (0.35)  $   0.60  $   0.33  $   0.33   $  (0.52)
                                                                  ========   ========  ========  ========   ========

Balance Sheet Data:                                                                  December 31,
                                                                    2002       2001       2000       1999      1998
                                                                    ----       ----       ----       ----      ----
                                                                              (U.S. dollars, in thousands)
Cash, cash equivalents and short-term investments.............    $ 85,762   $104,104  $ 76,149  $ 29,136   $  6,063
Working capital...............................................     108,650    124,550   100,030    36,032      7,319
Total assets..................................................     129,691    147,691   111,273    44,206      9,329
Shareholders' equity..........................................     119,461    133,473   104,746    39,705      7,596

U.S. GAAP Financial Data: 31,                                                   Year ended December 31,
                                                                                -----------------------
                                                                    2002       2001       2000       1999      1998
                                                                    ----       ----       ----       ----      ----
                                                                  (U.S. dollars, in thousands except per share data)
Revenues......................................................    $ 75,718   $101,421  $ 60,971  $ 29,634   $  5,618
Net earnings (loss)...........................................       4,451    (23,294)  (14,105)   (5,575)   (16,403)
Basic net earnings (loss) per common share....................        0.30      (1.58)    (1.08)    (0.57)     (2.20)
Diluted net earnings (loss) per common share..................        0.29      (1.58)    (1.08)    (0.57)     (2.20)

                                                                                Year ended December 31,
                                                                                -----------------------
                                                                    2002       2001       2000       1999      1998
                                                                    ----       ----       ----       ----      ----
                                                                              (U.S. dollars, in thousands)
Total assets..........................................            $129,691   $147,691  $111,273  $ 44,191   $  9,312
</TABLE>

(1)  In 2001, we adopted the new recommendations of the Canadian Institute of
     Chartered Accountants with respect to the calculation of diluted earnings
     per share, which requires the use of the treasury stock method. The new
     recommendations have been applied retroactively and accordingly, all
     figures presented for the periods prior to 2001 have been adjusted to
     conform to the new recommendations. See note 2(n) of the notes to our
     consolidated financial statements, which are included in Item 8 "Financial
     Statements and Supplementary Data."

(2)  See note 16 of the notes to our consolidated financial statements, which
     are included in Item 8 "Financial Statements and Supplementary Data," for
     supplementary measure of net earnings per share.


                                       14

<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The following discussion of the financial condition and results of
operations of our company should be read in conjunction with our consolidated
financial statements for the years ended December 31, 2002, 2001 and 2000, which
are included in Item 8--"Financial Statements and Supplementary Data", and the
factors set forth below under "Forward-Looking Statements." All dollar amounts,
other than those expressed in millions of dollars, have been rounded to the
nearest thousand.

Overview

     We are the leading provider of self-checkout systems to retailers in North
America. Our principal product is the U-Scan automated self-checkout system,
which enables shoppers to scan, bag and pay for their purchases with little or
no assistance from store personnel.

     In 2002, we established a Business Development Group to support our efforts
to expand our self-checkout business into new markets, which include drug
stores, convenience stores (including gas station mini-marts), big box retailers
(including warehouse stores and home improvement stores), electronics stores,
office superstores, toy stores and general merchandise stores. Initial results
from our efforts to expand into new markets foster our belief that the potential
market for self-checkout solutions includes applications beyond supermarkets and
supercenters.

     We prepare our consolidated financial statements in accordance with
Canadian GAAP, with a reconciliation to United States GAAP, as disclosed in note
20 of the notes to our consolidated financial statements, which are included in
Item 8--"Financial Statements and Supplementary Data."

Seasonality

     Our revenue and gross margins vary from quarter to quarter as a result of
the level of business volumes and seasonality of demand.

     Our contracts with key customers generally provide a framework for the
overall relationship with the customer. Actual production volumes are based on
purchase orders for the delivery of systems. We minimize risk relative to our
production inventory, which comprised 19.7% of our total inventory as at
December 31, 2002, by ordering materials and components mainly to the extent
necessary to satisfy customer orders.

     Our annual and quarterly operating results are primarily affected by the
level and timing of customer orders. Historically, we have experienced seasonal
variation in revenue, with revenue typically being highest in the second and
third quarters and lowest in the first and fourth quarters.

Trends in our revenues and cost of sales

     Service revenue accounted for approximately 21% of our total revenues in
2002, as compared to approximately 9.9% for 2001. The increase of service
revenue as a percentage of total revenues resulted in a decrease in our overall
gross margins in 2002.

     We are witnessing increased competition in the food retailing industry
among traditional supermarket chains and low-cost supercenter operators. This
competition is putting pressure on the profitability and performance of some of
our core customers, which could lead to continuing reluctance on their part to
spend on capital, if and when general economic conditions in North America
improve.

     Gross margins on the sale of U-Scan systems in 2003 are expected to remain
consistent with gross margins realized in 2002. Gross margins on service
contracts are expected to increase during 2003 as a result of leveraging within
our customer base.


                                       15
<PAGE>

     We continue to focus on taking advantage of economies of scale and reducing
the costs of installing and servicing our systems. One of the primary
responsibilities of our purchasing department is the sourcing of new suppliers
and obtaining the best possible component prices. As a result of these
cost-cutting initiatives, we achieved a reduction in some of our component costs
in 2002. In addition, during the course of the year, we transitioned from using
third party support providers to mainly using our own technicians, to provide
service under our after-sales maintenance contracts, which we expect will result
in a significant reduction in the costs of providing this service.

     We continue to make investments in certain areas of our infrastructure to
support our plan to further increase our penetration of existing customer
accounts and sell to new customers.

     On February 27, 2003 we reduced our workforce by approximately 12% in an
effort to increase operating efficiencies in each department, decrease overall
general and administrative expenses and improve financial results. We expect
this employment reduction to produce annualized cost savings of approximately
$3.0 million.

Acquisition of Alpha Microsystems

     On May 29, 2001, we acquired certain assets and the ongoing business of
Alpha Microsystems, LLC ("Alpha"), based in Santa Ana, California, for a total
purchase price of approximately $6.8 million, of which $5.7 million was paid by
the assumption of liabilities and $1.1 million was paid in cash. The acquired
assets formed the basis for the Optimal Systems Services division of our
company. Optimal System Services performs installation and on-site service
support for the U-Scan systems as well as computer hardware maintenance support
for third party accounts. See note 3 of the notes to our consolidated financial
statements, which are included in Item 8--"Financial Statements and
Supplementary Data."

Critical accounting policies

     The discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with Canadian GAAP. On an ongoing basis, we evaluate our
estimates, including those related to bad debts, inventories, investments,
intangible assets, income taxes, and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

     A critical accounting policy is one that is important to the understanding
of a company's financial condition and results of operations and requires the
management of the company to exercise judgment or make estimates. We believe the
following are the critical accounting policies used in the preparation of our
consolidated financial statements:

         o Revenue Recognition: Approximately 80% of our revenues are derived
     from the sale of our U-Scan systems. Revenue from these product sales is
     recognized upon shipment, delivery or upon customer acceptance of the
     product, based upon the terms as defined in the customer contract. In
     general, sales to a retail chain follow a three-step process, in which the
     customer takes delivery of a single U-Scan station for testing purposes,
     then places a full system in a store for evaluation and finally decides
     whether to commit to a volume order. No revenue is recognized for a new
     customer until the customization and integration process is complete and
     accepted by the customer. Installation service revenue, which is billed
     separately from product sales, is recognized at the time the service has
     been provided to the customer. Installations can be performed by our
     technicians, by the customer's trained and certified employees, or by
     certified third party installers. Revenue from maintenance, which is
     subject to separate service and support contracts, is deferred and
     amortized ratably over the term of the contract.

         o Inventories: Raw material inventory is stated at the lower of landed
     cost or replacement cost. Finished goods and work in process inventory are
     stated at the lower of cost or net realizable value. Cost is determined on
     the basis of weighted average costs.


                                       16
<PAGE>

     In order to provide maintenance and repair services to our customers, we
     are required to maintain significant levels of replacement parts. Parts are
     stated at cost, less an allowance for obsolescence and shrinkage. The costs
     of refurbishing parts are included in the cost of sales as incurred.
     Periodic revisions to allowance estimates are required, based upon the
     evaluation of several factors, including changes in estimated product life
     cycles, usage levels, and technological changes. Changes in these estimates
     are reflected immediately in income. Management bases its allowance
     estimates on the expected service life of replacement parts and its
     expectation as to parts obsolescence.

Supplementary measure of net earnings

     The Company's tax provision includes the effect of future taxes on
unrealized foreign exchange gains and losses, which arise on the conversion of
short-term investments and other monetary assets and liabilities into Canadian
dollars for purposes of determining taxable income under Canadian income tax
regulations. Because the U.S. dollar is our measurement currency and our
consolidated financial statements are presented in U.S. dollars, these foreign
exchange gains/losses do not impact earnings before income taxes even though the
income tax provision includes a net tax liability for these gains/losses. In
2002, our tax provision includes a future tax recovery of $178,000 related to
unrealized foreign exchange gains compared to a charge of $2,173,000 for 2001.
To illustrate the impact of the foreign exchange gains/losses, management has
also included in this discussion a supplementary measure of net earnings as a
measure of its operating performance, which excludes the effects of future
income taxes on unrealized foreign exchange gains/losses. Supplementary net
earnings is not a measure of performance under Canadian GAAP or U.S. GAAP and
should not be considered in isolation or as a substitute for net earnings
prepared in accordance with Canadian GAAP or U.S. GAAP. See note 16 of the notes
to our consolidated financial statements, which are included in Item
8--"Financial Statements and Supplementary Data."

Functional currency

     During the third quarter of fiscal 2000, we determined that our functional
currency had clearly changed from the Canadian dollar to the U.S. dollar as at
the beginning of the quarter. As a result of this change, which has been applied
prospectively from July 1, 2000, transactions denominated in currencies other
than the U.S. dollar are translated into U.S. dollars using the temporal method.
Under this method, monetary assets and liabilities are translated into U.S.
dollars at the exchange rate in effect on the balance sheet date. Non-monetary
assets and liabilities are translated into U.S. dollars at historical exchange
rates. Revenues and expenses are translated into U.S. dollars at the exchange
rates prevailing at the dates of the respective transactions. Translation gains
and losses are reflected in the statement of operations.

     Prior to July 1, 2000, our functional currency was the Canadian dollar.
Accordingly, the financial statements were translated from Canadian dollars into
U.S. dollars using the current rate method. Gains and losses resulting from
translation of the financial statements were included in the cumulative
translation adjustment in shareholders' equity. The translated amounts for the
non-monetary items as at June 30, 2000 become the historical basis for those
items in subsequent periods. With the adoption of the U.S. dollar as our
functional currency on July 1, 2000, the amount of the cumulative translation
adjustment became fixed.

Goodwill and other intangible assets

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
141, "Business Combinations" and SFAS 142 "Goodwill and Other Intangible
Assets". SFAS 141, which replaces APB Opinion No. 16, revises the accounting
standards for business combinations and is effective for acquisitions initiated
after June 30, 2001. SFAS 142, which replaces APB Opinion No. 17, revises the
standards in accounting for goodwill and other intangibles and is effective for
fiscal years beginning after December 15, 2001. Similar standards have been
adopted by the Canadian Institute of Chartered Accountants (the "CICA").
Effective for our fiscal year beginning January 1, 2002, SFAS 142 changes the
accounting for goodwill from an amortization method to an impairment-only
approach, with the effect that goodwill and other intangibles determined to have
an indefinite life are no longer to be amortized but are to be tested for
impairment at least annually. In addition, SFAS 142 requires acquired intangible
assets to be separately recognized if the benefit of


                                       17
<PAGE>

the intangible assets is obtained through contractual or other legal right, or
if the intangible assets can be sold, transferred, licensed, rented or
exchanged.

     As of December 31, 2002, we had unamortized goodwill in the amount of
approximately $3.0 million, and unamortized identifiable intangible assets in
the amount of approximately $1.4 million, all of which were subject to the
transition provisions of SFAS 141 and SFAS 142. The Company did not record an
amortization of goodwill for the year ended December 31, 2002. Goodwill was
tested for impairment during the first quarter of fiscal 2002. The fair value of
the Alpha business, which was acquired during the second quarter of fiscal 2001
and from which the goodwill arose, was estimated using the expected present
value of future cash flows. See "Overview - Acquisition of Alpha Microsystems,"
above. We consider that there was no impairment in the carrying value of
goodwill. Amortization expense related to goodwill was $142,000 for the year
ended December 31, 2001.

Financial Condition

     Our cash and short-term investment portfolio amounted to $85,762,000 as at
December 31, 2002, compared to $104,104,000 as at December 31, 2001. The
decrease relates primarily to the following: cash used in operations of
$5,929,000, the repurchase of common shares by our company of $8,684,000, the
purchase of property and equipment of $3,084,000 and patent costs of $645,000.
Our portfolio of short-term investments consists of short-term discounted notes
with a weighted average effective yield of 1.56%. Our investments are liquid and
investment grade. The portfolio is invested in U.S. and Canadian dollar
denominated securities, which are short-term to minimize interest rate risk.

     Our inventory position at year-end was $22,657,000, increased from
$22,355,000 at the end of 2001. The year-end inventory position included
$1,648,000 of finished goods and $356,000 of work in process, compared to
$2,779,000 of finished goods and $542,000 of work in process at the end of 2001.
In addition, included in the inventory were raw materials and replacement parts
amounting to $4,469,000 and $16,185,000, respectively, for 2002 and $6,970,000
and $12,065,000, respectively, for 2001. The replacement parts inventory
increased in order to service additional systems sold during the year and to
support our U-Scan1, U-Scan3 and U-Scan5 next generation systems. We believe,
considering our current installed base and our anticipated sales for 2003, that
this level of replacement parts is appropriate for the current servicing and
support of our customers.

     We have no long-term debt. Shareholders' equity as at December 31, 2002 was
$119,461,000 as compared to $133,473,000 as at December 31, 2001.

     We will continue to evaluate areas in which to invest further, such as
sales, marketing and product support infrastructure. We will continue to
increase our research and development spending on new technologies.

Share Repurchase Program

     Pursuant to a 12-month share repurchase program which terminated on March
4, 2003, we repurchased 535,100 of our common shares for total consideration of
$8,684,330. See note 10 of the notes to our consolidated financial statements,
which are included in Item 8- "Financial Statements and Supplementary Data."

Quarterly Results

     The following table sets forth certain summarized unaudited quarterly
financial data for the periods presented. The financial data has been derived
from unaudited financial statements that, in the opinion of management, reflect
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of such quarterly data. The operating results for any
quarter are not necessarily indicative of the results to be expected for any
future period.

     The unaudited financial statements are prepared on the basis of Canadian
GAAP, which is different in some regards from U.S. GAAP. For a description of
the material differences between Canadian GAAP and U.S. GAAP in regard to our
consolidated financial statements, see note 20 of the notes to our consolidated
financial statements, which are included in Item 8--"Financial Statements and
Supplementary Data."


                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                                      For the quarter ended
                                      ------------------------------------------------------------------------------------------
                                      Dec. 31,   Sept. 30,    June 30,   March 31,    Dec. 31,   Sept. 30,   June 30,  March 31,
                                        2002       2002         2002       2002         2001       2001        2001      2001
                                        ----       ----         ----       ----         ----       ----        ----      ----
                                                          (U.S. dollars, in thousands except per share data)
                                                                              (unaudited)
<S>                                   <C>         <C>         <C>         <C>         <C>         <C>        <C>       <C>
Revenues ..........................   $ 14,410    $ 21,390    $ 19,544    $ 20,374    $ 16,971    $ 33,757   $ 31,085  $ 19,608
Cost of sales .....................     10,021      14,266      13,057      12,918      10,836      20,718     19,334    12,271
                                      --------    --------    --------    --------    --------    --------   --------  --------
Gross margin ......................      4,389       7,124       6,487       7,456       6,135      13,039     11,751     7,337
                                      --------    --------    --------    --------    --------    --------   --------  --------
(Loss) earnings before income taxes     (5,950)       (785)     (1,755)        222          15       7,809      6,940     4,142
(Recovery of) provision for
     income taxes .................     (1,986)        616      (1,687)        116       2,028       3,258      2,692     1,622
                                      --------    --------    --------    --------    --------    --------   --------  --------
Net (loss) earnings ...............   $ (3,964)   $ (1,401)   $    (68)   $    106    $ (2,012)   $  4,551   $  4,248  $  2,520
                                      ========    ========    ========    ========    ========    ========   ========  ========
Basic net (loss) earnings per
   common share ...................   $  (0.27)   $  (0.09)   $   0.00    $   0.01    $  (0.13)   $   0.30   $   0.30  $   0.18
Diluted net (loss) earnings
   per common share ...............   $  (0.27)   $  (0.09)   $   0.00    $   0.01    $  (0.13)   $   0.28   $   0.28  $   0.17

</TABLE>

The following table sets forth, for the periods indicated, income statement data
expressed as a percentage of total revenues:

<TABLE>
<CAPTION>
                                                                      For the quarter ended
                                     -----------------------------------------------------------------------------------------
                                     Dec. 31,  Sept. 30,   June 30,    March 31,   Dec. 31,    Sept. 30,   June 30,  March 31,
                                       2002      2002        2002        2002        2001        2001        2001      2001
                                       ----      ----        ----        ----        ----        ----        ----      ----
                                                                              (unaudited)
<S>                                  <C>       <C>         <C>         <C>         <C>         <C>         <C>       <C>
Revenues...........................   100.0%    100.0%      100.0%      100.0%      100.0%      100.0%      100.0%    100.0%
Cost of sales......................    69.5      66.7        66.8        63.4        63.9        61.4        62.2      62.6
                                     ------    ------      ------      ------      ------      ------      ------    ------
Gross margin.......................    30.5      33.3        33.2        36.6        36.1        38.6        37.8      37.4
                                     ------    ------      ------      ------      ------      ------      ------    ------
(Loss) earnings before
    income taxes.........             (41.3)     (3.7)       (9.0)        1.1         0.0        23.1        22.3      21.1
(Recovery of) provision for
    income taxes.................     (13.8)      2.8        (8.6)        0.6        11.9         9.7         8.7       8.2
                                     ------    ------      ------      ------      ------      ------      ------    ------
Net (loss) earnings........           (27.5)%    (6.5)%      (0.4)%       0.5%      (11.9)%     13.4%        13.6%     12.9%
                                     ======    ======      ======      ======      =======     ======      ======    ======
</TABLE>

Results of Operations

2002 Compared with 2001

     Total revenues decreased by $25,703,000, or 25%, from 2001 to 2002. Sales
of our U-Scan systems declined by $31,220,000, or 34%, from 2001 to 2002. The
decline in sales was due to a significant decrease in orders from existing
customers compounded by reluctance of major retailers to spend on capital, as a
result of the continued economic weakness throughout North America. Service
contract revenue recognized for hardware and software maintenance increased by
$5,517,000, or 55%, from 2001 to 2002, in part because of the increased number
of customers that entered into service contracts with us after purchasing U-Scan
systems. In total, service revenue accounted for approximately 21% of our total
revenues in 2002 as compared to approximately 9.9% in 2001.

     Cost of sales decreased by $12,897,000, or 20%, from 2001 to 2002. Overall
gross margin decreased as a percentage of sales from 38% in 2001 to 34% in 2002,
primarily due to the increased percentage of service contract revenue in 2002
compared to 2001, which generated a lower gross margin compared to the gross
margin generated by system sales.

     Gross research and development expenses increased by $122,000, or 6%, from
2001 to 2002. As a percentage of total revenues, gross research and development
expenses increased from 2% in 2001 to 3% in 2002. Research and development
expenses during the year included the continuing development costs of the U-Scan
Mobile Attendant(TM) device; the integration of an electronic signature capture
interface and process; the integration of a biometric access interface and
process; a lower profile, smaller footprint U-Scan system; and the improvement
of the graphical user interface (GUI).


                                       19
<PAGE>

     During the fourth quarter of 2002, we closed our assembly facility in
Phoenix, Arizona and a support hub in Covington, Kentucky, in an effort to
consolidate operations. The costs incurred as a result of these closures, in the
approximate amount of $1,039,000, related mainly to lease costs, severance
costs, and the write down of inventories and leasehold improvements. As at
December 31, 2002, a provision of $288,000 relating to future lease obligations
is included in accounts payable and accrued liabilities in the consolidated
balance sheet. We expect these closures to produce an annualized cost savings of
approximately $1.4 million.

     Selling, general, administrative and other expenses (including operating
lease expenses) increased by $11,932,108, or 56%, from 2001 to 2002. As a
percentage of total revenues, these expenses increased from 19% to 40%. The
increase in selling, general, administrative and other expenses in 2002 was
primarily due to the hiring of additional sales and business development people;
expansion of our service organization as a result of our increased number of
system installations; the cost of hiring and training service technicians as a
result of the termination of third party support providers; the design of our
U-Scan1, U-Scan2 and U-Scan3 next generation of systems, along with the training
of our technicians and customers for these systems; marketing and trade show
expenses; and the establishment of Optimal Robotics Plc, our U.K. subsidiary.
Other expenses incurred include the migration and upgrade of our computer
systems as well as the standardization of software for a major customer in order
to consolidate the number of versions required to run its self-checkout systems.

     The recovery of income taxes amounted to $2,941,000 in 2002 as compared to
a tax provision of $9,600,000 in 2001. The 2002 amount included the recovery of
tax from losses carried back to prior years, as well as the future benefit of
the remaining non-capital losses carry forward, undeducted research and
development expenditures and other temporary differences that may be used to
reduce taxable income for Canadian federal and Quebec provincial income tax
purposes in future years. With respect to the future income tax assets recorded
as at December 31, 2002, we determined that it is more likely than not that we
will earn sufficient taxable income during the allowable carry-forward period to
fully realize all of our future income tax assets. Our ability to ultimately
realize these future income tax assets is dependent upon our realizing certain
sales levels within the allowable carry-forward period, thus creating sufficient
taxable income to realize the benefit of these assets. Our ability to realize
these assets is also dependent on effective control over our selling, general
and administrative expenses.

     Our effective tax rate for 2002 was 35%, as compared to 51% for 2001. In
2001, we recognized Canadian income taxes on foreign exchange gains in the
amount of approximately $2.2 million. Because our consolidated financial
statements are presented in U.S. dollars, the foreign exchange gains, which for
Canadian income tax purposes arise on the conversion into Canadian dollars of
our net monetary assets denominated in U.S. dollars, create a tax liability even
though foreign exchange gains do not impact our earnings before income taxes.
Excluding the effect of Canadian income taxes on these foreign exchange gains,
the effective tax rate in 2001 would have been 39%, instead of 51%. In 2002, we
recognized a tax recovery of $178,000 on these foreign exchange items.

     The net loss in 2002 was $5,327,000 (or $(0.35) per share (diluted)),
compared to net earnings of $9,306,000 in 2001 (or $0.60 per share (diluted)).
As a measure of our financial performance, management uses supplementary net
earnings/loss of operating performance. Supplementary net (loss) earnings
exclude the effect of future income taxes on unrealized foreign exchange
gains/losses, as discussed in note 16 of the notes to our consolidated financial
statements, which are included in Item 8--"Financial Statements and
Supplementary Data." Excluding the future income taxes on foreign exchange
gains, supplementary measure of net (loss) earnings was $(5,505,000) for 2002,
compared to $11,479,000 for 2001. On a per-share basis, the supplementary
measure of net earnings was $(0.37) basic and diluted for 2002, as compared to
$0.78 (basic) and $0.74 (diluted) for 2001.

2001 Compared with 2000

     Total revenues increased by $40,451,000, or 66%, from 2000 to 2001. Sales
of our U-Scan systems produced $33,512,000 of additional systems revenues, an
increase of 58%. The growth in sales was due to a significant increase in orders
from existing customers as well as new customers. Service contract revenue
recognized for hardware and software maintenance increased by $6,682,000, or
198%, in part because of the increased number of customers that entered into
service contracts with us after purchasing U-Scan systems and in part due to our
decision in the third quarter of 2001 to service an increased number of
maintenance contracts


                                       20
<PAGE>

using our own technicians rather than third party support providers. In total,
service revenue accounted for approximately 9.9% of our total revenues in 2001
compared to approximately 5.5% in 2000.

     Cost of sales increased by $17,601,000, or 39%, from 2000 to 2001. Overall
gross margin increased as a percentage of sales from 25% in 2000 to 38% in 2001,
primarily due to the increase in gross margin on system sales. This margin
increase resulted primarily from the fact that commencing January 1, 2001 we
began to assemble all of our U-Scan systems.

     Gross research and development expenses increased by $966,000, or 91%, from
2000 to 2001. As a percentage of total revenues, gross research and development
expenses remained constant at 2% for both 2000 and 2001. Research and
development expenses during the year included the cost of the U-Scan Mobile
Attendant device; the development of an electronic signature capture interface
and process; a paging feature; a lower profile, smaller footprint U-Scan system;
and the improvement of the graphical user interface (GUI).

     Selling, general, administrative and other expenses (including operating
lease expenses) increased by $10,651,000, or 100%, in 2001 compared to 2000. As
a percentage of total revenues, these expenses increased from 16% to 19%. The
increase in selling, general, administrative and other expenses in 2001 was
primarily due to increased investment in sales and marketing, support and
administrative staff required to service the increased customer base and
strategic acquisitions.

     The provision for income taxes amounted to $9,600,000 in 2001 as compared
to $2,972,000 in 2000. We utilized all unclaimed scientific research and
experimental development expenditures and federal investment tax credits carried
forward to reduce our cash taxes payable for 2001.

     Our effective tax rate for 2001 was 51% as compared to 38% for 2000. The
increase was due to Canadian income taxes recognized on foreign exchange gains
in the amount of approximately $2.2 million. Because our consolidated financial
statements are presented in U.S. dollars, the foreign exchange gains which, for
Canadian income tax purposes, arise on the conversion into Canadian dollars of
our net monetary assets denominated in U.S. dollars create a tax liability even
though foreign exchange gains do not impact our earnings before income taxes.
Excluding the effect of Canadian income taxes on these foreign exchange gains,
the effective tax rate in 2001 would have been 39%, instead of 51%.

     Net earnings in 2001 were $9,306,000 (or $0.60 per share (diluted)),
compared to $4,795,000 in 2000 (or $0.33 per share (diluted)), an increase of
94%. As a measure of our financial performance, management uses supplementary
net earnings as a measure of operating performance. Supplementary net earnings
exclude the effect of future income taxes on unrealized foreign exchange gains,
as discussed in note 16 of the notes to our consolidated financial statements,
which are included in Item 8--"Financial Statements and Supplementary Data."
Excluding the income taxes on the foreign exchange gains, supplementary measure
of net earnings is $11,479,000 for 2001, an increase of 139% from $4,795,000 for
2000. On a per-share basis, the supplementary measure of net earnings is $0.78
(basic) and $0.74 (diluted) for 2001, as compared to $0.37 (basic) and $0.33
(diluted) for 2000.

Liquidity and Capital Resources

     As of December 31, 2002, we had cash, cash equivalents and short-term
investments of $85,762,000, compared to $104,104,000 as of December 31, 2001,
and working capital of $108,650,000, compared to $124,550,000 as of December 31,
2001.

     Operating activities used $5,929,000 of cash and cash equivalents in 2002,
as compared to having generated $13,678,000 in 2001. In 2002, the Company
repurchased 535,100 common shares for a total amount of $8,684,000. In 2001, we
issued 1,762,645 common shares pursuant to the exercise of options and warrants,
which resulted in net cash proceeds of $19,421,000.

     In 2002, we had capital expenditures of $3,084,000, which principally
related to computer equipment, testing units and leasehold improvements related
to the expansion of our facility in Santa Ana, California.


                                       21
<PAGE>

     We believe that our cash, cash equivalents and short-term investments will
be adequate to meet our needs for at least the next 12 months.

     We have no financial obligations of significance other than long-term lease
commitments for our premises in the United States and Canada. These are
summarized in note 12(a) of the notes to our consolidated financial statements,
which are included in Item 8--"Financial Statements and Supplementary Data."

     The timing of our contractual commitments during the next five years,
related to our operating leases, is as follows:

<TABLE>
<S>                    <C>           <C>             <C>             <C>             <C>            <C>
---------------------- ------------- --------------- --------------- --------------- -------------- --------------
Contractual Cash
Obligations               Total           2003            2004            2005           2006           2007
---------------------- ------------- --------------- --------------- --------------- -------------- --------------
Operating Leases        $3,652,000     $1,084,000      $1,023,000      $1,024,000      $511,000        $10,000
---------------------- ------------- --------------- --------------- --------------- -------------- --------------
</TABLE>

Forward-Looking Statements

     This Form 10-K contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Words such as "expects", "intends",
"anticipates", "plans", "believes", "seeks", "estimates", or variations of such
words and similar expressions are intended to identify such forward-looking
statements. Investors are cautioned that all forward-looking statements involve
risk and uncertainty. Although we believe that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Form 10-K will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation of our company or any other person
that the objectives and plans of our company will be achieved.

     The following factors are not intended to represent a complete list of the
general or specific factors that may affect us. It should be recognized that
other factors, including general economic factors and business strategies, may
be significant, presently or in the future, and the factors discussed below may
affect us to a greater extent than indicated. All forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements set forth herein. Except as required
by law, we undertake no obligation to update any forward-looking statement,
whether as a result of new information, future events or otherwise.

     WE PRINCIPALLY DEPEND ON ONE LINE OF PRODUCTS. Our short-term success
depends principally on the sales volume of one line of products, the U-Scan
self-checkout system. Our longer-term success depends upon the continued
acceptance of and demand for this one product line, as well as new products that
we may bring to market. If the U-Scan systems experience significant problems,
competition from superior technology, or customer resistance, we could be harmed
significantly.

     Sales growth will depend on our generating additional orders from existing
U-Scan system customers, as well as finding new customers for the system. We
believe that our customers will only purchase the system if they conclude that
shoppers will use it and that there are financial benefits to their stores from
its installation. We believe that shoppers will use the system only if it is
convenient, easy to use and reliable.

     WE RELIED ON ONE CUSTOMER FOR A SUBSTANTIAL AMOUNT OF OUR REVENUES IN 2002.
One significant customer, through its various divisions and affiliates,
accounted for approximately 44% of our revenues in 2002, and we rely on this
customer's continued willingness to purchase our U-Scan systems. We may not be
able to generate new customers for our U-Scan systems.

     WE MAY NOT BE ABLE TO MANAGE OUR GROWTH. Prior to 2002, we experienced
significant growth in sales. As a result, we had to hire and train additional
skilled personnel. Due to the continued economic weakness throughout North
America, in February 2003 we reduced our workforce by approximately 12%. Should
sales increase, we will again have to hire and train more personnel to
customize, install and

                                       22

<PAGE>

support our U-Scan systems. There is no assurance that we will be able to hire
the skilled personnel we will need to meet increased demand, should it develop.
If we are unable to hire such personnel, our sales may be adversely affected.
Despite the growth that we experienced prior to 2002, we are still a small
company, and should demand for our products be unexpectedly strong, we may be
unable to fill our orders.

     WE RELY ON THIRD PARTY SUPPLIERS. The U-Scan system is assembled from
components that are readily available from numerous suppliers. Although we may
use a single supplier for particular components, given the open architecture of
our system, we are not dependent on any single supplier for any particular
component. Nevertheless, should any of our suppliers fail to deliver components
to us in a timely manner, it could disrupt our business.

     OUR U-SCAN SYSTEMS ARE ASSEMBLED AT A SINGLE FACILITY. We assemble our
systems at our facility in Plattsburgh, New York. A disruption of operations at
this facility for any reason, including labor unrest or natural disaster, would
have a short-term adverse effect upon our business and results of operations.

     WE MAY NOT BE ABLE TO KEEP PACE WITH CHANGES IN TECHNOLOGY. The
self-checkout industry is rapidly developing. The technology used by the U-Scan
system is changing rapidly, in part due to the evolving demands of our
customers. To be successful, we will have to anticipate the demands of our
customers and improve our existing product line and develop new products to
satisfy them. If we fail to improve and develop products by the times and at the
prices demanded by our customers, our business and prospects may be adversely
affected. Our competitors may introduce new technology that is better than ours.
If so, we will have to improve our technology in order to remain competitive. If
we are unable to do so, there might be an adverse impact on us.

     WE DEPEND UPON KEY PERSONNEL. Our future success depends to a great extent
on the continued services of our senior management and other key personnel,
including sales and business development people. Our success will also depend
upon our ability to hire and retain qualified personnel to assemble, install and
support our systems, to improve our existing products and to develop new ones.
These people will include:

     o  programmers and other software engineers,

     o  project managers,

     o  installers, and

     o  hardware and software support personnel.

     The competition for these people may be significant, despite current
economic conditions. Should we have difficulty hiring or retaining qualified
personnel, it could adversely affect our business and prospects.

     COMPETITION COULD REDUCE REVENUE FROM THE U-SCAN SYSTEM. The market for
checkout systems is very competitive. The chief rival for our U-Scan system is
the traditional manned checkout counter. Although the use of automated
self-checkout systems such as the U-Scan system is relatively new, we expect
increasing competition for sales of this product. The barriers to entering this
market may be low. Certain of our competitors are larger and have greater
financial and other resources. Competitors include NCR, Symbol Technologies, PSC
and Productivity Solutions. We may not be able to compete successfully against
these and other companies with greater financial and other resources. In the
event that general economic conditions continue to result in reduced demand in
our industry, our competitors could develop more aggressive pricing practices,
which, in turn, could result in price reductions, negatively affecting our
operating results, reducing our profit margins and potentially leading to a loss
of market share.

     OUR PRODUCTS MAY CONTAIN DEFECTS. Our products, including the U-Scan
system, are complex and, despite extensive testing, may contain undetected flaws
when first installed for a new customer. This is particularly true of the
software in the U-Scan system, which must be adapted to each customer's
information systems. If serious, any such flaws could prevent or delay market
acceptance of our products and cause us to incur substantial re-engineering
expenses.

     THE ADVERSE RESOLUTION OF LITIGATION AGAINST US COULD ADVERSELY IMPACT OUR
BUSINESS. We are currently a defendant in an action alleging that the U-Scan
system infringes upon the

                                       23
<PAGE>

claimant's patent, and a second party has sent demand letters to us alleging a
different patent infringement. See Item 3 - "Legal Proceedings." We are and may
in the future be subject to other litigation arising in the normal course of our
business. Litigation may be time consuming, expensive and distracting from the
conduct of our business, and the outcome of litigation is difficult to predict.
The adverse resolution of any specific lawsuit could have a material adverse
effect on our business, results of operations, and financial condition.

     ORGANIZED LABOR MAY RESIST OUR U-SCAN SYSTEMS. The U-Scan system displaces
cashiers. For this reason, organized labor may seek provisions in collective
bargaining agreements that prevent stores from purchasing the system.

     WE MAY BE VULNERABLE TO TECHNOLOGICAL PROBLEMS. We are a
technology-oriented company and depend to a significant degree upon our ability
to communicate on-line or by telephone with the systems that we have sold. If we
are unable to access these systems due to technological problems beyond our
control, it will have a material adverse effect on our ability to assist our
customers. Additionally, if our customers are unable to reach us by telephone or
via the Internet, we will also be unable to respond to questions or address
serious problems faced by these customers. If our ability to communicate with
our systems or our customers is impaired, our business may be adversely
affected. The Internet is subject to security and privacy breaches, which may
impact us or our customers.

ECONOMIC CONDITIONS IN THE UNITED STATES AND CANADA, AFFECTING THE SELF-CHECKOUT
INDUSTRY, ARE BEYOND OUR CONTROL AND MAY RESULT IN CONTINUING REDUCED DEMAND AND
PRICING PRESSURE ON OUR PRODUCTS. There are trends and factors affecting the
self-checkout industry, which are beyond our control and may affect our
operations. Such trends and factors include:

     o  adverse changes in the public and private equity and debt markets and
        the ability of our customers to obtain financing or to fund capital
        expenditures;

     o  visibility to, and the actual size and timing of, capital expenditures
        by our customers;

     o  the effects of war or acts of terrorism.

     Reduced capital spending and the generally negative economic conditions in
the United States and Canada have resulted in substantially reduced demand for
our products. Continuing negative economic conditions could result in further
reductions in demand for and/or pricing pressures on our products. Reduced
capital spending and/or negative economic conditions in Europe can be expected
to affect our attempt to initiate sales of our systems in Europe.






                                       24

<PAGE>

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The table below provides information about our financial instruments that
are sensitive to changes in interest rates and foreign currency exchange rates.

       Interest rate and foreign currency exchange rate sensitivity table

                                                      December 31, 2002
                                                      -----------------
                                                   Maturing in       Fair
                                                       2003         Value(1)
                                                       ----         --------
                                                         (U.S. dollars)

Short-term discounted notes denominated in U.S.
and Canadian dollars, held for other than trading
purposes, with a weighted average effective yield
of 1.56% (2001 - 1.85%), maturing between January
13, 2003 and April 17, 2003 (2001 - matured
between March 19, 2002 and May 31, 2002), with a
maturity value of $76,555,000......................$76,147,000      $76,714,000

(1)   Fair value has been determined based upon quoted market values as at
      December 31, 2002.

We are exposed to foreign currency exchange rate fluctuations. Approximately 19%
of our expenses are paid in Canadian dollars, while substantially all of our
revenues are earned in U.S. dollars. If the Canadian dollar strengthens in
relation to the U.S. dollar, the effective cost of our expenses (as reported in
U.S. dollars) will increase. We have never tried to hedge our exchange rate
risk, do not plan to do so and may not be successful should we attempt to do so
in the future. We are also exposed to interest rate fluctuation risk, which we
do not systematically manage. We presently invest in short-term investment grade
paper.






                                       25

<PAGE>

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA







                                       26

<PAGE>

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheets of Optimal Robotics Corp. as at
December 31, 2002 and 2001 and the consolidated statements of operations,
retained earnings and cash flows for each of the years in the two-year period
ended December 31, 2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards and United States generally accepted auditing standards. Those
standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2002
and 2001 and the results of its operations and its cash flows for each of the
years in the two-year period ended December 31, 2002 in accordance with Canadian
generally accepted accounting principles.

The consolidated financial statements as at December 31, 2000 and for the year
then ended were audited by other auditors who expressed an opinion without
reservation on those statements in their report dated February 9, 2001.


/s/ KPMG LLP

Chartered Accountants

Montreal, Canada

February 21, 2003


                                       27
<PAGE>

Auditors' Report

To the Shareholders of
Optimal Robotics Corp.


We have audited the consolidated statements of operations, deficit and cash
flows of Optimal Robotics Corp. for the year ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with auditing standards generally accepted
in Canada and the United States. Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the results of the Company's operations and its cash flows
for the year ended December 31, 2000 in accordance with Canadian generally
accepted accounting principles.


/s/ PricewaterhouseCoopers LLP

Montreal, Quebec, Canada
February 9, 2001


                                       28
<PAGE>

Optimal Robotics Corp.
Consolidated Balance Sheet

<TABLE>
<CAPTION>
December 31, 2002 and 2001
(expressed in U.S. dollars)

========================================================================================
                                                                  2002              2001
----------------------------------------------------------------------------------------
<S>                                                      <C>              <C>
Assets

Current assets:
     Cash and cash equivalents                           $   9,615,348    $   9,616,430
     Short-term investments (note 4)                        76,146,586       94,487,326
     Accounts receivable (note 5)                            5,812,656        9,009,445
     Income taxes receivable                                 1,481,977               --
     Tax credits receivable                                    728,408          884,057
     Inventories (note 6)                                   22,656,666       22,355,267
     Future income taxes (note 15)                             243,470          284,253
     Prepaid expenses and deposits                             493,499          989,107
     ----------------------------------------------------------------------------------
                                                           117,178,610      137,625,885

Future income taxes (note 15)                                1,549,856               --

Property and equipment (note 7)                              6,562,344        6,130,347

Goodwill and other intangible assets (note 8)                4,399,924        3,934,963

---------------------------------------------------------------------------------------
                                                         $ 129,690,734    $ 147,691,195
=======================================================================================

Liabilities and Shareholders' Equity

Current liabilities:
     Accounts payable and accrued liabilities (note 9)   $   7,134,379    $   6,673,804
     Income taxes payable                                           --        4,794,476
     Deferred revenue                                        1,394,455        1,607,112
     ----------------------------------------------------------------------------------
                                                             8,528,834       13,075,392

Future income taxes (note 15)                                1,700,870        1,143,213

Shareholders' equity:
     Share capital (note 10)                               122,102,244      126,476,633
     Additional paid-in capital                                  5,282            5,282
     (Deficit) retained earnings                            (1,162,025)       8,475,146
     Cumulative translation adjustment                      (1,484,471)      (1,484,471)
     ----------------------------------------------------------------------------------
                                                           119,461,030      133,472,590
Commitments and contingencies (note 12)

---------------------------------------------------------------------------------------
                                                         $ 129,690,734    $ 147,691,195
=======================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

Approved by the Board of Directors

/s/ HOLDEN L. OSTRIN       Director        /s/ NEIL S. WECHSLER         Director
--------------------------                 ----------------------------


                                       29
<PAGE>

Optimal Robotics Corp.
Consolidated Statements of Operations

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
============================================================================================
                                                       2002             2001            2000
--------------------------------------------------------------------------------------------
<S>                                            <C>             <C>              <C>
Revenues                                       $ 75,717,591    $ 101,421,243    $ 60,970,505

Cost of sales                                    50,261,337       63,158,749      45,557,943

--------------------------------------------------------------------------------------------
Gross margin                                     25,456,254       38,262,494      15,412,562

Expenses (income):
     Selling, general and administrative         29,005,871       18,531,978       9,153,760
     Amortization                                 2,655,820        1,538,366         850,872
     Operating lease                              1,550,962        1,210,201         624,834
     Research and development (note 13)           1,289,848        1,223,956         912,679
     Closure costs (note 14)                      1,038,835               --              --
     Investment income                           (1,816,889)      (3,147,698)     (3,896,899)
     ---------------------------------------------------------------------------------------
                                                 33,724,447       19,356,803       7,645,246

--------------------------------------------------------------------------------------------
(Loss) earnings before income taxes              (8,268,193)      18,905,691       7,767,316

Income tax (recovery) provision (note 15)        (2,940,963)       9,600,000       2,972,239

--------------------------------------------------------------------------------------------
Net (loss) earnings                            $ (5,327,230)   $   9,305,691    $  4,795,077
============================================================================================

Earnings (loss) per share (note 16):
     Basic                                     $      (0.35)   $        0.63    $       0.37
     Diluted                                          (0.35)            0.60            0.33

============================================================================================

Weighted average number of common shares:
     Basic                                       15,058,533       14,704,636      13,104,361
     Effect of dilutive options and warrants         42,874          867,903       1,394,373

     ---------------------------------------------------------------------------------------
     Diluted                                     15,101,407       15,572,539      14,498,734
     =======================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       30
<PAGE>

Optimal Robotics Corp.
Consolidated Statements of Retained Earnings

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
============================================================================================
                                                       2002             2001            2000
--------------------------------------------------------------------------------------------
<S>                                              <C>            <C>            <C>
Retained earnings (deficit), beginning of year   $ 8,475,146    $  (830,545)   $(5,625,622)

Net (loss) earnings                               (5,327,230)     9,305,691      4,795,077

Excess of purchase price over book value
   of shares (note 10)                            (4,309,941)            --             --

--------------------------------------------------------------------------------------------
(Deficit) retained earnings, end of year         $(1,162,025)   $ 8,475,146    $  (830,545)
============================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.






                                       31
<PAGE>

Optimal Robotics Corp.
Consolidated Statements of Cash Flows

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
===================================================================================================
                                                               2002            2001            2000
---------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>             <C>
Cash flows from operating activities:
     Net (loss) earnings                               $ (5,327,230)   $  9,305,691    $  4,795,077
     Adjustments for items not affecting cash:
         Amortization                                     2,655,820       1,538,366         850,872
         Future income taxes                               (951,416)      4,741,905       2,972,239
         Loss on sale of trade accounts receivable           36,263          73,955          86,686
         Unrealized foreign exchange loss
           on contract advance                                   --              --           5,948
         Non-refundable tax credits                              --              --         (65,539)
         Write-off property and equipment                   175,749              --              --
     Changes in operating assets and liabilities:
         Accounts receivable                             (1,032,186)     (6,544,104)    (13,365,678)
         Proceeds from sale of trade accounts
           receivable                                     4,192,712       9,458,760       7,222,898
         Tax credits receivable                             155,649        (560,269)        (77,451)
         Inventories                                       (301,399)     (4,374,837)    (13,556,156)
         Prepaid expenses and deposits                      495,608        (519,685)       (204,897)
         Accounts payable and accrued liabilities           460,575      (3,960,049)      3,237,491
         Income taxes                                    (6,276,453)      4,794,476              --
         Deferred revenue                                  (212,657)       (276,037)       (532,007)
---------------------------------------------------------------------------------------------------
                                                         (5,928,965)     13,678,172      (8,630,517)
Cash flows from financing activities:
     Repurchase of common shares                         (8,684,330)             --              --
     Proceeds from issuance of common shares                     --      19,421,317      65,358,738
     Share issue costs                                           --              --      (4,693,285)
     Decrease in contract advance                                --              --        (250,000)
     ----------------------------------------------------------------------------------------------
                                                         (8,684,330)     19,421,317      60,415,453
Cash flows from investing activities:
     Purchase of property and equipment                  (3,083,748)     (4,003,625)     (3,069,584)
     Purchase of intangible assets                         (644,779)             --              --
     Cost of business acquisition (note 3)                       --      (1,141,000)             --
     Decrease (increase) in short-term investments       18,340,740     (23,345,416)    (47,707,424)
     ----------------------------------------------------------------------------------------------
                                                         14,612,213     (28,490,041)    (50,777,008)

---------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents         (1,082)      4,609,448       1,007,928

Effect of exchange rate changes on cash and
   cash equivalents                                              --              --        (500,030)

Cash and cash equivalents, beginning of year              9,616,430       5,006,982       4,499,084

---------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year                 $  9,615,348    $  9,616,430    $  5,006,982
===================================================================================================
</TABLE>

Supplemental disclosure of cash flow information (note 19).

See accompanying notes to consolidated financial statements.


                                       32
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

1.   Nature of operations:

     Optimal Robotics Corp. (the "Company") is engaged in the development,
     marketing, installation and servicing of automated transaction products
     designed for use in the retail sector. The Company's principal product
     focus is its U-Scan(R) system, a self-service checkout system for the
     retail industry.

2.   Significant accounting policies:

     These consolidated financial statements have been prepared in accordance
     with accounting principles generally accepted in Canada. These principles
     conform, in all material respects, with accounting principles generally
     accepted in the United States, except as described in note 20. The
     principal accounting policies of the Company are summarized as follows:

     (a) Principles of consolidation:

         These consolidated financial statements include the accounts of the
         Company and its wholly-owned subsidiaries. All significant intercompany
         balances and transactions have been eliminated on consolidation.

     (b) Cash and cash equivalents:

         Cash and cash equivalents consist of cash on hand and balances with
         banks and highly liquid debt instruments with original terms to
         maturity of three months or less.

     (c) Short-term investments:

         Short-term investments, which management intends to hold until
         maturity, include investments with maturities of greater than three
         months and less than a year and are carried at the lower of amortized
         cost and market value.

     (d) Securitizations:

         Securitization transactions are recorded as sales of assets when the
         control of the asset is transferred to the purchaser. Transactions
         recorded in this manner result in the removal of the assets sold from
         the Company's balance sheet. Discount fees on the portfolio of
         receivables sold are recorded in selling, general and administrative
         expenses.


                                       33
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

2.   Significant accounting policies (continued):

     (e) Inventories:

         Raw material inventories are stated at the lower of landed cost or
         replacement cost. Finished goods and work in process inventories are
         stated at the lower of cost or net realizable value. Cost is determined
         on the basis of weighted average cost.

         In order to provide maintenance and repair services to its customers,
         the Company is required to maintain significant levels of replacement
         parts. Parts are stated at cost, less an allowance for obsolescence and
         shrinkage. The costs of refurbishing parts are included in the cost of
         sales as incurred.

         Periodic revisions to allowance estimates are required, based upon the
         evaluation of several factors, including changes in estimated product
         life cycles, usage levels, and technology changes. Changes in these
         estimates are reflected immediately in income.

     (f) Research and investment tax credits:

         Research and investment tax credits are recorded as a reduction of the
         related expense or the cost of the assets acquired. Tax credits are
         recorded in the accounts when reasonable assurance exists that they
         will be realized.

     (g) Property and equipment:

         Property and equipment are recorded at cost. Amortization is provided
         for over the estimated useful lives of the assets using the
         straight-line method at the following annual rates:

         =======================================================================

         Test units                                                          33%
         Equipment                                                           10%
         Computer equipment and software                                     33%
         Leasehold improvements                             Over lease term plus
                                                              one renewal period

         =======================================================================


         The Company performs reviews for the impairment of its property and
         equipment whenever events or circumstances indicate that the carrying
         amount of an asset may not be recoverable. An impairment loss would be
         recognized when estimates of non-discounted future cash flows expected
         to result from the use of an asset and its eventual disposition are
         less than the carrying amount. No impairment losses have been
         identified by the Company for the years ended December 31, 2002, 2001
         and 2000.


                                       34
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

2.   Significant accounting policies (continued):

     (h) Goodwill and other intangible assets:

         Goodwill:
         --------

         Goodwill is the residual amount that results when the purchase price of
         an acquired business exceeds the sum of the amounts allocated to the
         assets acquired, less liabilities assumed, based on their fair values.
         Goodwill is allocated as of the date of the business combination to the
         Company's reporting units that are expected to benefit from the
         synergies of the business combination.

         Effective January 1, 2002, the Company adopted the new recommendations
         of the Canadian Institute of Chartered Accountants ("CICA"), Handbook
         Section 3062, with respect to the accounting for goodwill and other
         intangible assets. The standard changes the accounting for goodwill
         from an amortization method to an impairment-only approach. The change
         was accounted for prospectively. The Company did not record
         amortization of goodwill for the year ended December 31, 2002. Goodwill
         was tested for impairment during the first quarter of fiscal 2002. The
         fair value of the Alpha Microsystems business, which was acquired
         during the second quarter of fiscal 2001 and from which the goodwill
         arose, was estimated using the expected present value of future cash
         flows. Management considered that there was no impairment in the
         carrying value of goodwill.

         As required under CICA Handbook Section 3062, the following information
         is presented:

<TABLE>
<CAPTION>
         ===================================================================================
                                                                Year ended December 31,
                                                     ---------------------------------------
                                                            2002          2001          2000
         -----------------------------------------------------------------------------------

         <S>                                         <C>           <C>           <C>
         Reported net (loss) earnings                $(5,327,230)  $ 9,305,691   $ 4,795,077
         Add back goodwill amortization, net of tax           --        86,968            --

         -----------------------------------------------------------------------------------
         Adjusted net (loss) earnings                $(5,327,230)  $ 9,392,659   $ 4,795,077
         ===================================================================================

         Earnings (loss) per share:
           Basic                                     $     (0.35)  $      0.64   $      0.37
           Diluted                                         (0.35)         0.60          0.33

         ===================================================================================
</TABLE>


                                       35
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

2.   Significant accounting policies (continued):

     (h) Goodwill and other intangible assets (continued):

         Other intangible assets:
         -----------------------

         Intangible assets acquired either individually or with a group of other
         assets are initially recognized and measured at cost. The cost of a
         group of intangible assets, including those acquired in a business
         combination that meet the specified criteria for recognition apart from
         goodwill, is allocated to the individual assets based on their relative
         fair values. The new standard requires acquired intangible assets to be
         separately recognized if the benefit of the intangible assets is
         obtained through contractual or other legal right, or if the intangible
         assets can be sold, transferred, licensed, rented or exchanged.

         There has been no change in the estimated useful life of the other
         intangible assets which continue to be amortized using the
         straight-line method at the following annual rates:

         =======================================================================

         Customer list                                                       20%
         Patent costs                                           over patent life

         =======================================================================

     (i) Income taxes:

         The Company provides for income taxes using the asset and liability
         method of tax allocation. Under this method, future income tax assets
         and liabilities are determined based on deductible or taxable temporary
         differences between financial statement values and tax values of assets
         and liabilities using enacted income tax rates expected to be in effect
         for the year in which the differences are expected to reverse.

         The Company establishes a valuation allowance against future income tax
         assets if, based on available information, it is more likely than not
         that some or all of the future income tax assets will not be realized.

     (j) Revenue recognition:

         Revenue from product sales is recognized upon shipment, delivery or
         upon customer acceptance of the product, based upon the terms as
         defined in the customer contract. Installation service revenue, which
         is billed separately from product sales, is recognized at the time the
         service has been provided to the customers. Revenue from maintenance,
         which is subject to separate contracts, is deferred and amortized
         ratably over the term of the contract.


                                       36
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

2.   Significant accounting policies (continued):

     (k) Foreign currency translation:

         Effective July 1, 2000, the Company adopted the United States dollar as
         its measurement currency as a result of the significance of business
         activities conducted in the United States and the increasing proportion
         of operating, financing and investing transactions in the Canadian
         operations that are denominated in U.S. dollars.

         Monetary assets and liabilities of the Canadian and foreign operations
         denominated in currencies other than the U.S. dollar are translated at
         the rates of exchange prevailing at the balance sheet dates. Other
         assets and liabilities denominated in currencies other than the U.S.
         dollar are translated at the exchange rates prevailing when the assets
         were acquired or the liabilities incurred. Revenues and expenses
         denominated in currencies other than the U.S. dollar are translated at
         the approximate rate of exchange in effect on the date of the
         transaction. Foreign exchange gains and losses are included in the
         determination of net earnings.

         Prior to July 1, 2000, the Company's measurement currency was the
         Canadian dollar. However, the Company had adopted the U.S. dollar as
         its reporting currency effective December 31, 1998. Accordingly, the
         financial statements from December 31, 1998 to June 30, 2000 have been
         translated from Canadian dollars into U.S. dollars using the current
         rate method. Gains and losses resulting from translation of the
         financial statements were included in the cumulative translation
         adjustment in shareholders' equity. As a result of the change in the
         measurement currency to U.S. dollars adopted in 2000, the cumulative
         translation account will not change.

         Effective January 1, 2002, the Company adopted retroactively the
         revisions to CICA Handbook Section 1650 "Foreign Currency Translation".
         The new recommendations eliminate the deferral and amortization of
         unrealized foreign currency translation gains and losses on foreign
         currency denominated monetary items that have a fixed or ascertainable
         life extending beyond the end of the fiscal year following the current
         reporting period. There is no impact on the Company's consolidated
         financial position, results of operations and cash flows as a result of
         adopting these recommendations. The new recommendations also require
         the disclosure of foreign exchange gains (losses) included in the
         consolidated statements of earnings which, for 2002, amounted to $6,436
         (2001 - $(90,110); 2000 - $1,507,340).

     (l) Research and development expenses:

         Research costs, which include all costs incurred to establish
         technological feasibility, are charged to operations in the year in
         which they are incurred. Technological feasibility has been defined as
         the completion of the product design for the computer software.


                                       37
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

2.   Significant accounting policies (continued):

     (l) Research and development expenses (continued):

         Once technological feasibility has been established, development costs
         are evaluated for deferral and subsequent amortization. As at December
         31, 2002, the Company has not deferred any development costs.

     (m) Stock-based compensation:

         Effective January 1, 2002, the Company adopted prospectively the new
         recommendations of the CICA, Handbook Section 3870, with respect to the
         accounting for stock-based compensation and other stock-based payments.
         The new recommendations require that all stock-based payments to
         non-employees, and employee awards that are direct awards of stock,
         call for settlement in cash or other assets, or are stock appreciation
         rights that call for settlement by the issuance of equity instruments,
         granted on or after January 1, 2002 be accounted for using the fair
         value method. For all other stock-based employee compensation awards,
         the new standards permit the Company to continue to follow its existing
         policy of using the settlement date method of accounting. Under this
         method, no compensation expense is recognized when stock options are
         issued to employees. Any consideration received from the plan
         participants upon exercise of stock options is credited to share
         capital.


                                       38
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

2.   Significant accounting policies (continued):

     (m) Stock-based compensation (continued):

         If the fair value-based accounting method under Handbook Section 3870
         had been used to account for stock-based compensation costs relating to
         options issued to employees during the year ended December 31, 2002,
         the net earnings and related earnings per share figures would be as
         follows. In the first year of application, comparative disclosures need
         not be provided for prior periods.

         =======================================================================

         Reported net loss                                        $  (5,327,230)

         Deduct:
              Total stock-based employee compensation expense
                determined under fair value based method for all
                awards, net of related taxes of nil                 (18,575,322)

         -----------------------------------------------------------------------
         Pro forma net loss                                       $ (23,902,552)
         =======================================================================

         Earnings (loss) per share:
              Basic:
                  As reported                                     $       (0.35)
                  Pro forma                                               (1.59)
              Diluted:
                  As reported                                             (0.35)
                  Pro forma                                               (1.59)

         =======================================================================

         The weighted average fair value of each option granted is estimated on
         the date of grant using the Black-Scholes pricing model with the
         following weighted average assumptions:

         =======================================================================

         Risk free interest rate                                           3.32%
         Expected volatility                                                 81%
         Expected life in years                                               10
         Expected dividend yield                                             nil

         =======================================================================


                                       39

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

2.   Significant accounting policies (continued):

     (m) Stock-based compensation (continued):

         The following table summarizes the weighted average grant-date fair
         value per share for options granted during the year ended December 31,
         2002:

         =======================================================================
                                                                        Weighted
                                                                         average
                                                                      grant-date
                                                  Number of           fair value
                                                    options            per share
         -----------------------------------------------------------------------

         Exercise price per share equal to market
           price per share                        1,765,000           $    11.49
         =======================================================================

         Management believes that the effects of applying Handbook Section 3870
         on a pro forma basis are not likely to be representative of the effects
         on reported pro forma net earnings for future years as the estimated
         compensation costs reflect only options granted between January 1, 2002
         and December 31, 2002 and do not consider awards which may occur in
         future years, the terms and conditions of which may vary.

         Dividend yield was excluded from the calculation since it is the
         present policy of the Company to retain all earnings to finance
         operations. In addition, option valuation models require the input of
         highly subjective assumptions including the expected stock price
         volatility. Because the Company's stock options have characteristics
         significantly different from those of traded options, and because
         changes in the subjective input assumptions can materially affect their
         fair value estimate, in management's opinion, the existing models do
         not necessarily provide a reliable single measure of the fair value of
         its stock options.

     (n) Earnings per share:

         Basic earnings per share are determined using the weighted average
         number of common shares outstanding during the period. Diluted earnings
         per share are calculated using the treasury stock method. Diluted
         earnings per share are computed in a manner consistent with basic
         earnings per share except that the weighted average shares outstanding
         are increased to include additional shares from the assumed exercise of
         options and warrants, if dilutive. The number of additional shares is
         calculated by assuming that outstanding options and warrants were
         exercised and that the proceeds from such exercises are used to
         repurchase common shares at the average market price during the
         reporting period.


                                       40
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

2.   Significant accounting policies (continued):

     (o) Use of estimates:

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosures of contingent assets and liabilities at the
         date of the financial statements and revenues and expenses during the
         reporting periods. Actual results could differ from those estimates.

3.   Business acquisition:

     On May 29, 2001, the Company acquired certain assets and the ongoing
     business of Alpha Microsystems, LLC, based in Santa Ana, California, for a
     total purchase price of approximately $6.8 million, of which $5.7 million
     was paid by the assumption of liabilities and $1.1 million was paid in
     cash.

     Details of the acquisition are as follows:

     ===========================================================================

     Net assets acquired, at assigned values:
         Accounts receivable                                       $  1,387,105
         Inventories                                                  1,254,545
         Property and equipment                                       1,175,000
         Other assets                                                   142,383
         Accounts payable and accrued liabilities                    (2,756,482)
         Notes payable                                               (1,385,000)
         Deferred revenue                                            (1,848,454)
         -----------------------------------------------------------------------
                                                                     (2,030,903)

         Goodwill                                                     3,171,903

     ---------------------------------------------------------------------------
     Net assets acquired for cash                                   $  1,141,000
     ===========================================================================

4.   Short-term investments:

     ===========================================================================
                                                            2002            2001
     ---------------------------------------------------------------------------

     Short-term discounted notes denominated in U.S.
       and in Canadian dollars with a weighted average
       effective yield of 1.56% (2001 - 1.85%),
       maturing between January 13, 2003 and April 17,
       2003 (2001 - matured between March 19, 2002 and
       May 31, 2002)                                $ 76,146,586    $ 94,487,326
     ===========================================================================


                                       41
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

5.   Accounts receivable:

     ===========================================================================
                                                            2002            2001
     ---------------------------------------------------------------------------

     Trade accounts receivable                      $  5,289,040   $  7,846,012
     Accrued interest                                    299,134        259,943
     Other                                               540,976      1,203,490
     Less allowance for doubtful accounts               (316,494)      (300,000)

     ---------------------------------------------------------------------------
                                                    $  5,812,656   $  9,009,445
     ===========================================================================

     Under an agreement with a subsidiary of a Canadian chartered bank, the
     Company has the right to sell designated accounts receivable to the bank's
     subsidiary on a non-recourse basis. During the year, the Company sold
     accounts receivable with an aggregate carrying value of $4,228,976 (2001 -
     $9,532,715) for net proceeds amounting to $4,192,713 (2001 - $9,458,760).
     The excess of the carrying value over the net proceeds on sale of these
     accounts receivable of $36,263 (2001 - $73,955) has been charged to
     selling, general and administrative expense.

6.   Inventories:

     ===========================================================================
                                                            2002            2001
     ---------------------------------------------------------------------------

     Finished goods                                 $  1,647,505   $  2,778,678
     Work in process                                     355,853        542,378
     Raw materials                                     4,468,785      6,969,536
     Replacement parts                                16,184,523     12,064,675

     ---------------------------------------------------------------------------
                                                    $ 22,656,666   $ 22,355,267
     ===========================================================================


                                       42
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

7.   Property and equipment:

     ===========================================================================
                                                            2002            2001
     ---------------------------------------------------------------------------

     Cost:
         Test units                                 $  3,363,185    $ 1,945,912
         Equipment                                     1,981,932      1,514,170
         Computer equipment and software               3,958,111      3,214,396
         Leasehold improvements                        2,408,759      2,375,127
     ---------------------------------------------------------------------------
                                                      11,711,987      9,049,605

     Accumulated amortization:
         Test units                                    1,709,599        898,364
         Equipment                                       424,166        188,350
         Computer equipment and software               2,273,216      1,115,600
         Leasehold improvements                          742,662        716,944
     ---------------------------------------------------------------------------
                                                       5,149,643      2,919,258

     ---------------------------------------------------------------------------
     Net carrying amount                              $6,562,344     $6,130,347
     ===========================================================================

8.   Goodwill and other intangible assets:

     ===========================================================================
                                                            2002            2001
     ---------------------------------------------------------------------------

     Cost:
         Goodwill                                   $  3,171,903   $  3,171,903
         Customer list                                   786,414        786,414
         Patent costs                                    803,143        158,364
     ---------------------------------------------------------------------------
                                                       4,761,460      4,116,681

     Accumulated amortization:
         Goodwill                                        141,750        141,750
         Customer list                                   183,283         26,000
         Patent costs                                     36,503         13,968
     ---------------------------------------------------------------------------
                                                         361,536        181,718

     ---------------------------------------------------------------------------
     Net carrying amount                            $  4,399,924   $  3,934,963
     ===========================================================================


                                       43
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================

9. Accounts payable and accrued liabilities:

     ===========================================================================
                                                            2002            2001
     ---------------------------------------------------------------------------

     Trade accounts payable                         $  5,725,821   $  5,186,110
     Accrued salaries and benefits                     1,217,640      1,102,516
     Sales taxes payable                                 190,918        286,788
     Book overdraft(1)                                        --         98,390

     ---------------------------------------------------------------------------
                                                    $  7,134,379   $  6,673,804
     ===========================================================================

     (1) Represents the excess of outstanding cheques over bank balances on
         certain of the Company's cash accounts.

10.  Share capital:

     The Company's authorized share capital consists of an unlimited number of
     Class "A" shares, and Class "B" and Class "C" preference shares.

     -   The Class "A" shares are designated as common shares.

     -   The Class "B" preference shares are voting, non-participating and
         redeemable at the option of the Company for the amount paid up thereon.
         In the event of the liquidation, dissolution or wind-up of the Company,
         the Class "B" preference shares rank in priority to all other classes.

     -   The Class "C" preference shares are issuable in series with rights,
         privileges, restrictions and conditions designated by the directors. In
         the event of the liquidation, dissolution or wind-up of the Company,
         the Class "C" preference shares rank in priority to the common shares.


                                       44
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


10.  Share capital (continued):

     Changes in the issued and outstanding share capital are as follows:
<TABLE>
<CAPTION>

     =============================================================================
                                                           Number of
                                                              common
                                                              shares       Dollars
     -----------------------------------------------------------------------------

     <S>                                                  <C>         <C>
     Balance, December 31, 1999                           11,437,241  $ 44,657,833

     Issued for cash pursuant to public offering           1,625,000    63,375,000
     Share issue costs, net of related future income taxes       --     (2,976,532)
     Issued for cash pursuant to exercise of stock option    578,500     1,763,983
     Issued pursuant to exercise of warrants:                 67,949            --
         Ascribed value from other capital                       --         10,875
         Cash                                                    --        219,755

     -----------------------------------------------------------------------------
     Balance, December 31, 2000                           13,708,690   107,050,914

     Issued for cash pursuant to exercise of stock option  1,409,225    17,433,431
     Issued pursuant to exercise of warrants:                353,420           --
         Ascribed value from other capital                        --         4,402
         Cash                                                     --     1,987,886
     -----------------------------------------------------------------------------
     Balance, December 31, 2001                           15,471,335   126,476,633

     Stock repurchase program                               (535,100)   (4,374,389)
     -----------------------------------------------------------------------------
     Balance, December 31, 2002                           14,936,235  $122,102,244
     =============================================================================
</TABLE>


     On February 26, 2002, the Board of Directors approved a stock repurchase
     program authorizing the Company to purchase up to 750,000 common shares in
     the open market commencing March 5, 2002 and ending March 4, 2003. During
     2002, 535,100 shares having a book value of $4,374,389 had been repurchased
     for a total consideration of $8,684,330. The excess of the purchase price
     over book value of the shares in the amount of $4,309,941 was charged to
     retained earnings.

     During 2001, the Company issued 1,409,225 common shares pursuant to the
     exercise of stock options with exercise prices ranging between $3.00 and
     $47.00 per share and 353,420 common shares pursuant to the exercise of
     warrants with exercise prices ranging between Cdn$5.00 and $6.60 per share.
     Total proceeds from the issuance of these shares amounted to $19,421,317.


                                       45
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


10.  Share capital (continued):

     During 2000, the Company filed a registration statement with the Securities
     and Exchange Commission qualifying the issuance of 1,625,000 common shares
     for gross proceeds of $39.00 per share. The net proceeds from this offering
     amounted to $60,398,468, after deducting underwriting commissions and other
     expenses of $2,976,532 (net of future income taxes of $1,772,369).


11.  Stock option plan/warrants:

     (a) Stock option plan:

         The Company has a stock option plan that provides for the granting of
         options to employees and directors for the purchase of the Company's
         common shares. Options may be granted by the Board of Directors for
         terms of up to ten years. The Board of Directors establishes the
         exercise period, vesting terms and other conditions for each grant at
         the grant date. Options may be granted with exercise prices at the then
         current market price. Options outstanding under the plan expire between
         five and ten years after the date of grant and vest either immediately
         or over a period of up to two years.

         Upon its establishment in 1997, 3,000,000 common shares were authorized
         for issuance pursuant to options granted under the stock option plan.
         During 2000, there was a 3,000,000-share increase in the number of
         common shares that may be issued under this plan. During 2001, there
         was a further 3,000,000-share increase in the number of common shares
         that may be issued under this plan. As at December 31, 2002, 2,543,725
         common shares had been issued pursuant to the stock option plan, an
         additional 4,794,525 common shares were reserved for options
         outstanding, leaving a further 1,661,750 common shares available to be
         granted under this plan.

     (b) Options granted under employment agreements:

         The Company had granted options under the plan pursuant to certain
         employment agreements which provide that in the event of termination by
         the Company without cause, the exercise price of all options, warrants
         or rights would be amended to a nominal value. At December 31, 2002,
         options to purchase 2,790,000 (2001 - 2,097,000) common shares with a
         weighted average exercise price of $23.22 (2001 - $29.06) were subject
         to this provision, of which 2,392,500 (2001 - 927,000) options were
         exercisable.


                                       46
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


11.  Stock option plan/warrants (continued):

     (c) Options subject to reload provision:

         In 1997, options to purchase 312,000 common shares were granted,
         including 282,000 which were granted to three senior officers with a
         reload feature whereby upon exercise of the option, a new option is
         issued with an exercise price equal to the then current market price.
         Two consecutive reloads were permitted. The holder was permitted to
         exercise the options without paying cash by accepting the number of
         shares having a value equal to the in-the-money value of the options.
         This right was irrevocably waived by the holders of options to acquire
         307,000 common shares in 1998 and the options for the remaining 5,000
         expired in the same year.

         During 2001, 289,000 (2000 - 20,000) of these options were exercised
         and immediately reloaded at the then current market price. During,
         2002, there were no options with a reload provision exercised and the
         remaining 307,000 options granted, which were subject to this reload
         provision, expired.

     (d) Details of all outstanding stock options are as follows:
<TABLE>
<CAPTION>

         =====================================================================================================
                                            United States dollar exercise
                                                                    price       Canadian dollar exercise price
                                          -------------------------------    ---------------------------------

                                                                 Weighted                             Weighted
                                                                  average                              average
                                              Number of    exercise price       Number of       exercise price
                                                options         per share         options            per share
         -----------------------------------------------------------------------------------------------------

         <S>                                  <C>           <C>                 <C>             <C>
         Balance, December 31, 1999           2,057,000     $       11.49          60,000        $        2.50

         Granted                              1,398,000             25.60              --                  --
         Expired/cancelled                       (3,500)            29.96              --                  --
         Exercised                             (518,500)             3.24         (60,000)                2.50

         -----------------------------------------------------------------------------------------------------
         Balance, December 31, 2000           2,933,000             19.66              --                  --

         Granted                              1,846,000             30.62              --                  --
         Expired/cancelled                       (5,500)            27.43              --                  --
         Exercised                           (1,409,225)            12.37              --                  --

         -----------------------------------------------------------------------------------------------------
         Balance, December 31, 2001           3,364,275             28.73              --                  --

         Granted                              1,765,000             13.86              --                  --
         Expired/cancelled                     (329,750)            34.14              --                  --
         Exercised                                   -                 -               --                  --

         -----------------------------------------------------------------------------------------------------
         Balance, December 31, 2002           4,799,525     $       22.88              --        $         --

         =====================================================================================================
</TABLE>


                                       47

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


11.  Stock option plan/warrants (continued):

     (e) Details of outstanding stock options are as follows:

         The following table summarizes information concerning currently
outstanding and exercisable options:
<TABLE>
<CAPTION>

     =========================================================================================
                                                                                      Weighted
                                                                                       average
                                                Number of       Number of            remaining
                                                  options         options          contractual
         Exercise price                       outstanding     exercisable                 life
     -----------------------------------------------------------------------------------------

         <S>                                  <C>             <C>                  <C>
         $  6.40                                    5,000             --             9.8 years
         $ 12.88                                    5,000           5,000            1.0 years
         $ 13.86                                1,715,000       1,385,000            9.2 years
         $ 14.83                                   45,000             --             9.7 years
         $ 22.45                                   70,000          35,000            8.8 years
         $ 25.25                                1,159,275       1,159,275            7.6 years
         $ 30.05                                1,481,750         742,250            8.5 years
         $ 30.97                                    2,500           1,250            8.4 years
         $ 31.25                                  316,000         316,000            1.9 years

     -----------------------------------------------------------------------------------------
                                                4,799,525       3,643,775
     =========================================================================================
</TABLE>


         The weighted average exercise price per share for options exercisable
is $16.99.


                                       48
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


11.  Stock option plan/warrants (continued):

     (f) Details of outstanding warrants are as follows:
<TABLE>
<CAPTION>

     =========================================================================================================
                                            United States dollar exercise
                                                                    price       Canadian dollar exercise price
                                          -------------------------------    ---------------------------------

                                                                 Weighted                             Weighted
                                                                  average                              average
                                              Number of    exercise price       Number of       exercise price
                                               warrants         per share        warrants            per share
     ---------------------------------------------------------------------------------------------------------

         <S>                                  <C>          <C>                  <C>             <C>
         Balance, December 31, 1999             299,575     $        6.58         140,000        $        4.64

         Exercised                              (30,769)             6.50         (40,000)                3.75

     ---------------------------------------------------------------------------------------------------------
         Balance, December 31, 2000             268,806              6.59         100,000                 5.00

         Exercised                             (253,420)             6.59        (100,000)                5.00

     ---------------------------------------------------------------------------------------------------------
         Balance, December 31, 2001              15,386              6.50             --                   --

         Expired                                (15,386)             6.50             --                   --

     ---------------------------------------------------------------------------------------------------------
         Balance, December 31, 2002                 --      $         --              --         $         --
     =========================================================================================================
</TABLE>



                                       49

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


12.  Commitments and contingencies:

     (a) Operating leases:

         The Company has entered into operating leases for its premises and
         certain office equipment. The minimum amounts payable for each of the
         next five years, excluding the Company's proportionate share of common
         operating costs, are approximately as follows:

         =======================================================================

         2003                                                      $   1,084,000
         2004                                                          1,023,000
         2005                                                          1,024,000
         2006                                                            511,000
         2007                                                             10,000

         -----------------------------------------------------------------------
                                                                   $   3,652,000
         =======================================================================


     (b) In 1995 and 1996, the Company received demand letters from the same
         claimant alleging patent infringement. In July 1999, the claimant filed
         a civil action alleging patent infringement in the United States
         District Court for the District of Utah against the Company and PSC
         Inc., one of the Company's suppliers. In addition, a similar suit has
         been filed in the State of Utah against one of the Company's customers.
         The Company is contractually bound to indemnify the customer for any
         damages it incurs in connection with such suit. At the Company's
         expense, the Company's legal counsel is defending this suit. The
         Company also received a lawyer's letter from another party in 1999, and
         again in February 2001, alleging infringement of another patent.

         No amounts have been specified in these claims. Consequently, it is not
         possible at this time to make an estimate of the amount of damages, if
         any, that may result and accordingly, no provision has been made in
         these financial statements with respect to the above claims. The
         Company believes these claims to be without merit and intends to
         vigorously defend its position.

     (c) The Company is party to litigation arising in the normal course of
         operations. The Company does not expect the resolution of such matters
         to have a materially adverse effect on the financial position or
         results of operations of the Company.


                                       50

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


13. Research and development expenses:
<TABLE>
<CAPTION>

     =====================================================================================
                                                       2002           2001            2000
     -------------------------------------------------------------------------------------

     <S>                                        <C>            <C>             <C>
     Gross research and development expenses    $ 2,146,058    $ 2,023,956     $ 1,057,579
     Less research tax credits                     (856,210)      (800,000)       (144,900)

     -------------------------------------------------------------------------------------
                                                $ 1,289,848    $ 1,223,956     $   912,679
     =====================================================================================
</TABLE>


14.  Closure costs:

     The Company closed the assembly facility in Phoenix, Arizona, and the
     support hub in Covington, Kentucky in an effort to consolidate operations.
     The costs incurred as a result of the closures related mainly to lease
     costs, severance payments and the write-down of inventories and leasehold
     improvements. As at December 31, 2002, a provision of approximately
     $288,000 relating to future obligations under leased premises is included
     in accounts payable and accrued liabilities in the consolidated balance
     sheets.


15.  Income taxes:

     The income tax provision differs from the amount computed by applying the
     combined Canadian federal and Quebec tax rates to earnings before income
     taxes. The reasons for the difference and the related tax effects are as
     follows:

<TABLE>
<CAPTION>
     ========================================================================================
                                                          2002           2001            2000
     ----------------------------------------------------------------------------------------
     <S>                                           <C>            <C>             <C>

     (Loss) earnings before income taxes           $(8,268,193)   $18,905,691     $ 7,767,316
     ----------------------------------------------------------------------------------------

     Combined Canadian federal and Quebec
       provincial income taxes at 35% (2001 - 37%
       and 2000 - 38%)                             $(2,907,097)   $ 6,995,106     $ 2,951,580
     Foreign exchange (1)                             (178,235)     2,173,331             --
     Permanent differences and other                   144,369        431,563          20,659

     ----------------------------------------------------------------------------------------
     Income tax (recovery) provision               $(2,940,963)   $ 9,600,000     $ 2,972,239
     ========================================================================================
</TABLE>


                                       51
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


15.  Income taxes (continued):

     (1) For purposes of calculating the income tax provision of the Company, a
         tax liability is recognized on the foreign exchange gains which arise
         on the conversion into Canadian dollars of the net monetary assets
         denominated in U.S. dollars which is required for tax purposes. Because
         these financial statements are presented in U.S. dollars, this foreign
         exchange gain does not impact earnings before income taxes even though
         the income tax provision includes a tax liability for this gain. Future
         fluctuations in the foreign exchange rate between the Canadian and U.S.
         dollar will change the amount of the foreign exchange gains and thus
         the provision for income taxes thereon.

     The (recovery of) provision for income taxes is composed of the following:

<TABLE>
<CAPTION>
     ========================================================================================
                                                          2002           2001            2000
     ----------------------------------------------------------------------------------------
     <S>                                           <C>            <C>             <C>

     Current income taxes                          $ (1,989,547)  $ 4,858,095     $       --
     Future income taxes                               (951,416)    4,741,905       2,972,239

     ----------------------------------------------------------------------------------------
                                                   $ (2,940,963)  $ 9,600,000     $ 2,972,239
     ========================================================================================


     The future income tax balances are summarized as follows:

<CAPTION>
     ========================================================================================
                                                                         2002            2001
     ----------------------------------------------------------------------------------------
<S>                                                               <C>             <C>
     Future income tax assets (liabilities):
         Non-capital losses                                       $ 1,278,016     $       --
         Share issue costs                                            735,596       1,370,985
         Research and development tax credits                        (220,286)       (340,115)
         Property and equipment                                      (413,415)       (141,808)
         Foreign exchange gain                                     (1,287,455)     (1,748,022)

     ----------------------------------------------------------------------------------------
     Net future income tax asset (liability)                      $    92,456     $  (858,960)
     ========================================================================================

     Presented as:
         Current assets                                           $   243,470     $   284,253
         Long-term assets                                           1,549,856             --
         Long-term liabilities                                     (1,700,870)     (1,143,213)

     ----------------------------------------------------------------------------------------
                                                                  $    92,456     $  (858,960)
     ========================================================================================
</TABLE>


                                       52

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


15.  Income taxes (continued):

     Management believes that it is more likely than not that all future income
     tax assets will be realized and, accordingly, no valuation allowance is
     required.

     The Company has approximately $3,200,000 of losses carryforward available
     to reduce federal taxable income in the United States. These losses expire
     in 2022.


16.  Earnings per share:

     Supplementary measures of earnings do not have any standardized meaning
     prescribed by generally accepted accounting principles and are therefore
     unlikely to be comparable to similar measures presented by other companies.
     The purpose of presenting a supplementary measure of net earnings and
     earnings per share is to illustrate the tax impact of the foreign exchange
     gain which arises on the conversion of the short-term investments into
     Canadian dollars for purposes of determining taxable income under Canadian
     income tax regulations as described in note 15.
<TABLE>
<CAPTION>
     ========================================================================================
                                                          2002           2001            2000
     ----------------------------------------------------------------------------------------
     <S>                                           <C>           <C>              <C>

     Net (loss) earnings                           $(5,327,230)  $ 9,305,691      $ 4,795,077

     Add back effect of future income taxes
       on foreign exchange                            (178,235)    2,173,331               --

     ----------------------------------------------------------------------------------------
     Supplementary measure of net
       (loss) earnings                             $(5,505,465)  $11,479,022      $ 4,795,077
     ========================================================================================

     Supplementary measure of earnings (loss)
       per share:
              Basic                                $     (0.37)  $      0.78      $      0.37
              Diluted                                    (0.37)         0.74             0.33

     ========================================================================================
</TABLE>


                                       53

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


17.  Segmented information:

     (a) Segment:

         The Company operates in one segment, the development, marketing,
         installation, servicing and sale of automated transaction products
         designed for use in the retail sector. Substantially all of the
         Company's revenue is derived from sales to retailers located in the
         United States and is denominated in U.S. dollars.

         Revenues and cost of sales by products are as follows:

<TABLE>
<CAPTION>
         ====================================================================================
         Revenues                                        2002           2001             2000
         ------------------------------------------------------------------------------------
         <S>                                      <C>            <C>             <C>

         Systems, parts and other                 $ 60,152,000   $ 91,372,000    $ 57,602,000
         Hardware and software maintenance          15,566,000     10,049,000       3,368,000

         ------------------------------------------------------------------------------------
                                                  $ 75,718,000   $101,421,000    $ 60,970,000
         ====================================================================================


         ====================================================================================
         Cost of sales                                   2002           2001             2000
         ------------------------------------------------------------------------------------

         Systems, parts and other                 $ 36,487,000   $ 54,476,000    $ 42,508,000
         Hardware and software maintenance          13,774,000      8,683,000       3,050,000

         ------------------------------------------------------------------------------------
                                                  $ 50,261,000   $ 63,159,000    $ 45,558,000
         ====================================================================================
</TABLE>

         Property and equipment and intangibles by geographic area are as
         follows:

<TABLE>
<S>                                              <C>             <C>
         =======================================================================
                                                         2002           2001
         -----------------------------------------------------------------------

         Canada                                   $  5,811,631   $  4,436,119
         United States                               5,150,637      5,629,191

         -----------------------------------------------------------------------
                                                  $ 10,962,268   $ 10,065,310
         =======================================================================

</TABLE>



                                       54
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


17.  Segmented information (continued):

     (b) Major customers:

         Sales to major customers (customers from which 10% or more of total
         revenue is derived during the specified period) are summarized as
         follows:

     ===========================================================================
                                             2002           2001            2000
     ---------------------------------------------------------------------------

     Customer 1                      $ 33,027,035   $ 65,134,835    $ 27,903,357
     Customer 2                               N/A     14,109,411       9,887,156
     Customer 3                               N/A            N/A       9,852,775

     ===========================================================================


18.  Financial instruments:

     (a) Credit risk:

         Credit risk results from the possibility that a loss may occur from the
         failure of another party to perform according to the terms of the
         contract. Financial instruments that potentially subject the Company to
         concentrations of credit risk consist primarily of cash, short-term
         investments and accounts receivable. Cash is maintained with a
         high-credit quality financial institution. Short-term investments
         consist of short-term discounted notes issued by high-credit quality
         corporations. For accounts receivable, the Company performs periodic
         credit evaluations and typically does not require collateral.
         Allowances are maintained for potential credit losses consistent with
         the credit risk, historical trends, general economic conditions and
         other information.

     (b) Interest rate risk:

         The Company's exposure to interest rate risk is as follows:

         =======================================================================

         Cash and cash equivalents                           Fixed interest rate
         Short-term investments                              Fixed interest rate
         Accounts receivable                                Non-interest bearing
         Tax credits receivable                             Non-interest bearing
         Accounts payable and accrued liabilities           Non-interest bearing

         =======================================================================






                                       55
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


18.  Financial instruments (continued):

     (c) Fair value:

         Fair value estimates are made as of a specific point in time using
         available information about the financial instrument. These estimates
         are subjective in nature and often cannot be determined with precision.

         The Company has determined that the carrying values of cash, accounts
         receivable, tax credits receivable, accounts payable and accrued
         liabilities are reasonable estimates of their fair values due to the
         relatively short periods to maturity of these instruments.

         The fair value of short-term investments as at December 31, 2002
         amounted to approximately $76,713,851 (2001 - $94,635,000) which was
         calculated by reference to various market data.


19. Supplemental disclosure of cash flow information:

     ===========================================================================
                                             2002           2001            2000
     ---------------------------------------------------------------------------

     Cash paid during the year for:
         Interest                      $   59,579     $  105,368      $   34,747
         Income taxes                   3,260,759         63,621          26,660

     ===========================================================================

     Cash and cash equivalents
     consist of:
         Cash balances with banks      $9,615,348     $3,486,203      $3,248,024
         Short-term investments               --       6,130,227       1,758,958

     ---------------------------------------------------------------------------
                                       $9,615,348     $9,616,430      $5,006,982
     ===========================================================================


                                       56

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


20.  Canadian/U.S. Reporting Differences:

     The consolidated financial statements of the Company are prepared in
     accordance with Canadian generally accepted accounting principles ("GAAP"),
     which conform, in all material respects, with those generally accepted in
     the United States except as described below:

     (a) Consolidated Statements of Operations:

         The reconciliation of net earnings reported in accordance with Canadian
         GAAP to U.S. GAAP is as follows:
<TABLE>
<CAPTION>

         ===================================================================================
                                                         2002           2001            2000
         -----------------------------------------------------------------------------------

         <S>                                     <C>            <C>             <C>
         Net (loss) earnings in accordance
           with Canadian GAAP:                   $ (5,327,230)  $  9,305,691    $  4,795,077
             Stock-based compensation costs (1)     9,778,143    (32,600,037)    (18,900,560)

         -----------------------------------------------------------------------------------
         Net earnings (loss) in accordance with
           U.S. GAAP                                4,450,913    (23,294,346)    (14,105,483)

         Other comprehensive income (loss):
           Foreign currency translation
             adjustments (note 20 (c))                     --             --      (2,136,533)

         -----------------------------------------------------------------------------------
         Comprehensive income (loss)             $  4,450,913   $(23,294,346)   $(16,242,016)
         ===================================================================================

         Earnings (loss) per share under
         U.S. GAAP:
            Basic                                $  0.30         $ (1.58)        $ (1.08)
            Diluted                                          0.29           (1.58)     (1.08)

         ===================================================================================
</TABLE>

         The weighted average number of common shares outstanding for purposes
         of determining basic and diluted earnings (loss) per share are the same
         amounts disclosed for Canadian GAAP purposes.

         (1)  Stock-based compensation:

              For stock-based compensation plans with employees, as permitted by
              Statement of Financial Accounting Standards No. 123 (SFAS 123),
              the Company has chosen to use the intrinsic value method which
              requires compensation costs to be recognized on the difference, if
              any, between the quoted market price of the stock as at the grant
              date and the amount the individual must pay to acquire the stock.
              Certain of the Company's stock options are variable because the
              exercise price is not known until the options are exercised. As a
              result, compensation cost is measured on the date the options are
              exercised.


                                       57
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


20.  Canadian/U.S. Reporting Differences (continued):

     (a) Consolidated Statements of Operations (continued):

         (1)  Stock-based compensation (continued):

              Under Canadian GAAP, the Company uses the settlement method of
              accounting as explained in note 2 (m) and stock-based compensation
              expense is not recognized for variable options.

         If the fair value-based accounting method under SFAS No. 123 had been
         used to account for stock-based compensation costs relating to options
         and warrants issued to employees, the net earnings and related earnings
         per share figures under U.S. GAAP would be as follows for the years
         ended December 31:
<TABLE>
<CAPTION>

         ========================================================================================
                                                           2002             2001             2000
         ----------------------------------------------------------------------------------------
         <S>                                       <C>             <C>             <C>
         Reported net earnings (loss)              $  4,450,913    $ (23,294,346)  $ (14,105,483)
         Add: Stock-based employee
           compensation expense determined
           under the intrinsic value method
           included in reported net earnings,
           net of related taxes of nil               (9,778,143)      32,600,037      18,900,560
         Deduct: Total stock-based employee
           compensation expense determined
           under fair value based method for
           all awards, net of related taxes of nil  (41,975,353)     (31,683,852)    (16,261,124)

         ----------------------------------------------------------------------------------------
         Pro forma net loss                       $ (47,302,583)   $ (22,378,161)  $ (11,466,047)
         ========================================================================================
</TABLE>


                                       58

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


20.  Canadian/U.S. Reporting Differences (continued):

     (a) Consolidated Statements of Operations (continued):
<TABLE>
<CAPTION>

         =====================================================================================
                                                        2002            2001             2000
         -------------------------------------------------------------------------------------
         <S>                                       <C>             <C>              <C>
         Earnings (loss) per share:
            Basic:
              As reported                          $    0.30       $   (1.58)       $   (1.08)
              Pro forma                                (3.14)          (1.52)           (0.87)
            Diluted:
              As reported                               0.29           (1.58)           (1.08)
              Pro forma                                (3.14)          (1.52)           (0.87)

         =====================================================================================
</TABLE>


         The fair value of each option grant was determined using the following
         method and assumptions.

         The weighted averaged fair value of each option granted is estimated on
         the date of grant using the Black-Scholes pricing model with the
         following weighted average assumptions:
<TABLE>
<CAPTION>

         =====================================================================================
                                                        2002            2001             2000
         -------------------------------------------------------------------------------------
         <S>                                            <C>             <C>              <C>

         Risk-free interest rate                        3.32%           4.36%            5.18%
         Expected volatility                              81%             76%              95%
         Expected life in years                           10            8.6              9.9
         Expected dividend yield                         nil             nil              nil

         -------------------------------------------------------------------------------------
</TABLE>


                                       59

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


20.  Canadian/U.S. Reporting Differences (continued):

     (a) Consolidated Statements of Operations (continued):

         The following table summarizes the weighted average grant-date fair
         value per share for options granted:
<TABLE>
<CAPTION>

         =====================================================================================================
                                                                                                      Weighted
                                                                                                       average
                                                                                                    grant-date
                                                                                Number of           fair value
                                                                                  options            per share
         -----------------------------------------------------------------------------------------------------

         <S>                                                                   <C>                <C>
         2000:
             Exercise price per share equal to market price per share          1,398,000          $     22.78

         2001:
             Exercise price per share equal to market price per share          1,846,000                22.22

         2002:
             Exercise price per share equal to market price per share          1,765,000                11.49

         ====================================================================================================
</TABLE>


      Management believes that the effects of applying SFAS No. 123 on a pro
      forma basis are not likely to be representative of the effects on reported
      pro forma net earnings for future years as the estimated compensation
      costs reflect only options granted to December 31, 2002 and do not
      consider awards which may occur in future years, the terms and conditions
      of which may vary.

      Dividend yield was excluded from the calculation since it is the present
      policy of the Company to retain all earnings to finance operations. In
      addition, option valuation models require the input of highly subjective
      assumptions including the expected stock price volatility. Because the
      Company's stock options have characteristics significantly different from
      those of traded options, and because changes in the subjective input
      assumptions can materially affect their fair value estimate, in
      management's opinion, the existing models do not necessarily provide a
      reliable single measure of the fair value of its stock options.


                                       60
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


20.  Canadian/U.S. Reporting Differences (continued):

     (b) Consolidated Balance Sheets:

         Differences between Canadian and U.S. GAAP in the presentation of share
         capital, additional paid-in capital and retained earnings are as
         follows:

         (i) Share capital:
<TABLE>
<CAPTION>

             ===============================================================================
                                                                        2002            2001
             -------------------------------------------------------------------------------

             <S>                                                <C>             <C>
             Share capital in accordance with Canadian GAAP     $122,102,244    $126,476,633
             Stock-based compensation costs on options
               exercised
                 Current year                                            --          237,750
                 Cumulative effect of prior years                 39,868,564      39,630,814
             Change in reporting currency (2)                      2,587,999       2,587,999

             -------------------------------------------------------------------------------
             Share capital in accordance with U.S. GAA$ 164,558,8$ 168,933,196
             ===============================================================================
</TABLE>


        (ii) Additional paid-in capital:
<TABLE>
<CAPTION>

             ===============================================================================
                                                                        2002            2001
             -------------------------------------------------------------------------------

             <S>                                                <C>             <C>
             Additional paid-in capital in accordance with
               Canadian GAAP                                    $  5,282        $  5,282
             Stock-based compensation costs:
               Current year                                   (9,778,143)     32,600,037
               Cumulative effect of prior years               78,535,084      45,935,047
             Stock-based compensation costs on options
               exercised:
               Current year                                          --         (237,750)
               Cumulative effect of prior years              (39,868,564)    (39,630,814)
             Change in reporting currency (2)                    968,350         968,350

             -------------------------------------------------------------------------------
             Additional paid-in capital in accordance
               with U.S. GAAP                              $  29,862,009    $ 39,640,152
             ===============================================================================
</TABLE>


                                       61

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


20.  Canadian/U.S. Reporting Differences (continued):

     (b) Consolidated Balance Sheets (continued):

         (iii) Retained earnings (deficit):
<TABLE>
<CAPTION>

               ===============================================================================
                                                                          2002            2001
               -------------------------------------------------------------------------------
               <S>                                                <C>             <C>

               (Deficit) retained earnings in accordance
                 with Canadian GAAP                               $ (1,162,025)   $  8,475,146
               Stock-based compensation costs:
                 Current year                                        9,778,143     (32,600,037)
                 Cumulative effect of prior years                  (78,535,089)    (45,935,047)
               Share issue costs (1)                                  (833,919)       (833,919)
               Change in reporting currency (2)                     (1,188,668)     (1,188,668)

               -------------------------------------------------------------------------------
               Deficit in accordance with U.S. GAAP               $(71,941,558)   $(72,082,525)
               ===============================================================================
</TABLE>


         (1)  Share issue costs:

              Under SFAS No. 123, transactions in which an entity acquires goods
              and services from non-employees in exchange for equity instruments
              are required to be recorded at fair value. In 1996, a total of
              285,600 warrants were granted to non-employees, the fair value of
              which was $833,919 and has been charged to deficit as share issue
              costs.

         (2)  Change in reporting currency:

              In 1998, the Company adopted the U.S. dollar as its reporting
              currency. Under Canadian GAAP, at the time of change in reporting
              currency, the historical financial statements were presented using
              a translation of convenience. Under U.S. GAAP, the financial
              statements, including prior years, are translated according to the
              current rate method. Accordingly, the cumulative translation
              account included as part of shareholders' equity under Canadian
              GAAP does not exist for U.S. GAAP purposes.

     (c) Accumulated Other Comprehensive Income (loss):

         Under U.S. GAAP, SFAS No. 130, "Reporting Comprehensive Income"
         establishes standards for reporting and presentation of comprehensive
         income and its components in a full set of financial statements.
         Comprehensive income consists of net earnings (loss) and all other
         changes in shareholders' equity that do not result from transactions
         with shareholders. These changes include cumulative foreign currency
         translation adjustments. The statement requires only additional
         disclosures in the consolidated financial statements; it does not
         affect the Company's financial position or results of operations.


                                       62
<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


20.  Canadian/U.S. Reporting Differences (continued):

     (c) Accumulated Other Comprehensive Income (loss) (continued):

         Accumulated other comprehensive income (loss), which resulted solely
         from the translation of the financial statements up to June 30, 2000 in
         accordance with the current rate method, is:
<TABLE>
<CAPTION>

         =====================================================================================
                                                        2002            2001             2000
         -------------------------------------------------------------------------------------
         <S>                                       <C>             <C>             <C>

         Opening balance                           $ (3,018,233)   $ (3,018,233)   $  (881,700)
         Change during the year                             --              --      (2,136,533)

         -------------------------------------------------------------------------------------
                                                   $ (3,018,233)   $ (3,018,233)   $(3,018,233)
         =====================================================================================
</TABLE>


     (d) Supplementary information:

         Under U.S. GAAP and SEC rules, separate disclosure is required for the
         following statement of operations item. There is no similar requirement
         under Canadian GAAP.
<TABLE>
<CAPTION>

         =====================================================================================
                                                        2002            2001             2000
         -------------------------------------------------------------------------------------
         <S>                                       <C>             <C>             <C>

         Advertising expense                       $   178,074     $   124,916     $    49,625
         =====================================================================================
</TABLE>


     (e) Recent accounting pronouncements:

         In August 2001, FASB issued SFAS No. 143, "Accounting for Asset
         Retirement Obligations". SFAS No. 143 requires the Company to record
         the fair value of an asset retirement obligation as a liability in the
         period in which it incurs a legal obligation associated with the
         retirement of tangible long-lived assets. This statement is effective
         for the Company's fiscal year beginning January 1, 2003. The Company
         does not expect SFAS No. 143 to have a material impact on its financial
         statements.

         In April 2002, FASB issued SFAS No 145, "Rescission of FASB Statements
         No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical
         Corrections". In June 2002, FASB issued SFAS No. 146, "Accounting for
         Costs Associated with Exit or Disposal Activities". SFAS No. 145 and
         146 will be effective for the Company's fiscal year beginning January
         1, 2003. The Company does not expect SFAS No. 145 and 146 to have a
         material impact on its financial statements.


                                       63

<PAGE>

Optimal Robotics Corp.
Notes to Consolidated Financial Statements

For each of the years in the three-year period ended December 31, 2002
(expressed in U.S. dollars)

================================================================================


21.  Comparative figures:

     Certain of the comparative figures have been reclassified in order to
conform with the current year's presentation.






















                                       64

<PAGE>

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None.

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The names, ages and positions of our directors and executive officers at
December 31, 2002, are as follows:
<TABLE>
<CAPTION>

  Name                              Age  Position
  ----                              ---  --------
<S>                                 <C>  <C>
Neil S. Wechsler................    36   Co-Chairman, Chief Executive Officer and Director
Holden L. Ostrin................    43   Co-Chairman and Director
Henry M. Karp...................    48   President, Chief Operating Officer and Director
Gary S. Wechsler, C.A. .........    44   Treasurer and Chief Financial Officer
Ike Tamigian....................    43   Senior Vice-President and Chief Technology Officer
Elliot Brenhouse................    49   Senior Vice-President and General Manager
Leon P. Garfinkle...............    42   Senior Vice-President, General Counsel, Secretary
                                         and Director
O. Bradley McKenna, C.A.........    52   Vice President, Administration and Human Resources
Charles Morris..................    45   Vice-President, Software Development
Frank Alcaraz...................    54   Vice-President, Operations
Catherine Rotiroti..............    44   Vice-President, Project Management
Martin J. Reiss.................    48   Vice-President, Sales and Special Accounts
James S. Gertler (1)............    36   Director
Thomas D. Murphy................    49   Director
Sydney Sweibel (1)..............    52   Director
Jonathan J. Ginns (1)...........    38   Director
</TABLE>

-------------
(1)  Member of Audit Committee

     The number of directors of our company is currently set at eight, divided
into three classes, one class consisting of two directors and two classes
consisting of three directors each. Messrs. N. Wechsler and Murphy, as members
of a single class of directors, have been elected to hold office until the close
of our 2003 annual meeting of shareholders; Messrs. Karp, Garfinkle and Ginns,
as members of a single class of directors, have been elected to hold office
until the close of our 2004 annual meeting of shareholders; and Messrs. Ostrin,
Gertler and Sweibel, as members of a single class of directors, have been
elected to hold office until the close of our 2005 annual meeting of
shareholders.

     Pursuant to their employment agreements, each of Messrs. N. Wechsler, Karp
and Ostrin must be nominated by our company for election as a director. See Item
11--"Executive Compensation."

     Executive officers of our company are appointed annually by our Board of
Directors and serve until their successors are duly appointed and qualified.

     There are no family relationships between any of our directors or executive
officers, except for Neil S. Wechsler and Gary S. Wechsler who are brothers.

     Neil S. Wechsler has been a director of our company since June 1995. Mr.
Wechsler has been our Chief Executive Officer since October 1994 and was our
Chairman from June 1996 through June 1999, at which time Mr. Wechsler and Mr.
Holden L. Ostrin each became Co-Chairman. Mr. Wechsler earned a Bachelor of Arts
degree from McGill University in 1988 and a Bachelor of Civil Law degree and a
Bachelor of Common Law degree from McGill University in 1992.

     Holden L. Ostrin has been a director of our company since June 1996. Mr.
Ostrin was our Vice Chairman from June 1996 through June 1999, at which time Mr.
Ostrin and Mr. N. Wechsler each became

                                       65
<PAGE>

Co-Chairman. From May 1995 to May 1996, Mr. Ostrin was an independent business
consultant. Prior to April 1995, Mr. Ostrin was Vice President and Director of
CIBC Wood Gundy Securities Inc., a Canadian investment dealer. Mr. Ostrin earned
a Bachelor of Arts degree from Boston University in 1982 and a Juris Doctor
degree from Boston University School of Law in 1985.

     Henry M. Karp has been a director and the Chief Operating Officer of our
company since June 1996. Since June 1999, Mr. Karp has been our President. From
June 1996 through June 1999, Mr. Karp was our Executive Vice President, and from
December 1994 to May 1996, Mr. Karp was our Vice President, Business
Development. Mr. Karp earned a Bachelor of Arts degree in Economics from McGill
University in 1976 and a Master of Business Administration degree from McGill
University in 1978.

     Gary S. Wechsler, C.A. has been the Treasurer and Chief Financial Officer
of our company since May 1994. For over five years until May 1999, Mr. Wechsler
was a partner of Victor & Gold, a Montreal-based accounting firm. Mr. Wechsler
earned a Bachelor of Commerce degree from McGill University in 1980. Mr.
Wechsler obtained his Chartered Accountant designation in 1983.

     Ike Tamigian has been the Senior Vice-President and Chief Technology
Officer of our company since June 2000. From June 1998 to June 2000, Mr.
Tamigian was our Vice-President, Software Development. From June 1995 to June
1998, Mr. Tamigian was our Director of Software Development. Prior to June 1995,
Mr. Tamigian was the Senior Design Engineer/Microprocessors and
Microcontroller-Based Systems at Centrodyne Inc. for more than four years. Mr.
Tamigian earned a Bachelor of Electrical Engineering degree from McGill
University in 1987.

     Elliot Brenhouse has been Senior Vice-President and General Manager of our
company since June 2000. From June 1998 to June 2000, Mr. Brenhouse was our
Vice-President, Product Management. Prior to June 1998, Mr. Brenhouse held
various managerial positions with the aerospace division of AlliedSignal Canada
Inc. for more than five years. Mr. Brenhouse earned a Bachelor of Electrical
Engineering degree from McGill University in 1976.

     Leon P. Garfinkle has been a director of our company since June 1996 and
has been our Senior Vice-President, General Counsel and Secretary since July
2000. Prior to July 2000, Mr. Garfinkle was a partner with the law firm of
Goodman Phillips & Vineberg, in Montreal, Quebec. Mr. Garfinkle earned a
Bachelor of Commerce degree from McGill University in 1982, a Bachelor of Laws
degree from the University of Toronto in 1985 and a Bachelor of Laws degree from
the University of Montreal in 1986.

     O. Bradley McKenna, C.A. has been the Vice-President, Administration and
Human Resources of our company since June 1999. From March 1994 until June 1999,
Mr. McKenna was our Controller. Mr. McKenna earned a Bachelor of Commerce degree
from Loyola College in 1973 and a Master of Business Administration degree from
McGill University in 1975. Mr. McKenna obtained his Chartered Accountant
designation in 1978.

     Charles Morris has been Vice-President, Software Development of our company
since June 2000. From June 1998 to June 2000, Mr. Morris was our Director of
Software Development. Prior to June 1998, Mr. Morris was our Manager of Software
Development. Prior to August 1996, Mr. Morris was a software consultant. Mr.
Morris earned a Bachelor of Science degree in Mathematics and Computer Science
from McGill University in 1979, a Bachelor of Theology degree from McGill
University in 1984 and a Master of Divinity from the Montreal Diocesan
Theological College in 1985.

     Frank Alcaraz has been Vice-President, Operations of our company since June
2000. From November 1998 to June 2000, Mr. Alcaraz was our Director of Cost and
Quality Control. Prior to November 1998, Mr. Alcaraz was Product Costing/Program
Manager with the aerospace division of AlliedSignal Canada Inc. for more than
five years. Mr. Alcaraz earned a Bachelor of Mechanical Engineering degree from
Concordia University in 1968 and a Bachelor of Commerce degree from Concordia
University in 1974.

     Catherine Rotiroti has been Vice-President, Project Management of our
company since September 2000. From June 1997 to September 2000, Ms. Rotiroti was
our Director of Project Management. Prior to


                                       66
<PAGE>

June 1997, Ms. Rotiroti was Director MIS of Cumberland Pharmacies. Ms. Rotiroti
earned a Bachelor of Arts degree in Mathematics and Computer Science from
Concordia University in 1980.

     Martin J. Reiss has been Vice-President, Sales of our company since July
2000 and was named Vice-President, Sales and Special Accounts in 2002. Prior to
July 2000, Mr. Reiss was a Sales Director of PSC, Inc. Mr. Reiss earned a
Bachelor of Science degree in Economics from University of Georgia in 1977.

     James S. Gertler has been a director of our company since November 1997.
Since May 1993, he has been the Vice President of Corporate Development for
Daily News, L.P. and U.S. News and World Report, L.P. From 1996 to 2001, Mr.
Gertler was also the Vice President of Corporate Development of Applied Graphics
Technologies, Inc. Mr. Gertler earned a Bachelor of Science degree in Economics
from the Wharton School of the University of Pennsylvania in 1988 and a Masters
of Business Administration degree from Harvard University in 1992.

     Thomas D. Murphy has been a director of our company since July 2000. Mr.
Murphy is the President of Peak Tech Consulting, a firm that specializes in
information technology management and related benefit realization. Prior to
January 2000, Mr. Murphy was Vice President, Information Technology of The
Kroger Co. Mr. Murphy earned a Bachelor of Arts degree in Education and Sciences
from Western State College, Colorado in 1976.

     Sydney Sweibel has been a director of our company since October 2001. Mr.
Sweibel has more than 25 years experience in taxation and business law and in
1994 established the law firm of Sweibel Novek, in Montreal, Quebec. Mr. Sweibel
earned a bachelors of arts degree from Sir George Williams University in 1971
and a bachelors degree in civil law from McGill University in 1974.

     Jonathan J. Ginns has been a director of our company since October 2001.
Since 1996, Mr. Ginns has been Managing Partner of ACON Investments, a
Washington D.C. based private equity investment firm. Mr. Ginns earned a
Bachelor of Arts degree from Brandeis University in 1986, and a Masters of
Business Administration degree from Harvard University in 1992.

Audit Committee

     The Audit Committee of our Board of Directors performs services related to
the completion of the audit of our consolidated financial statements. The Audit
Committee has responsibility for, among other things, (i) reviewing the scope
and results of the audit with the independent auditors, (ii) reviewing with
management and the independent auditors our consolidated financial statements,
(iii) considering the adequacy of our internal accounting, bookkeeping and
control procedures, and (iv) reviewing any non-audit services and special
engagements to be performed by the independent auditors and considering the
effects of such performance on the auditors' independence. The Audit Committee
also reviews with management and the independent auditors, the company's
unaudited quarterly consolidated financial statements, prior to their inclusion
in the company's quarterly reports on Form 10-Q, which are filed with the
Commission. The members of our Audit Committee are Mr. Gertler, Chairman, and
Messrs. Ginns and Sweibel.

Reporting Status

     As of December 31, 2002, we were not a foreign private issuer under the
rules and regulations of the Commission. However, we anticipate that we will
regain our status as a foreign private issuer on March 31, 2003. Thereafter, as
in the past, we intend to voluntarily file Form 10-K for our annual report and
Form 10-Q for our interim reports.


                                       67

<PAGE>

Item 11.   EXECUTIVE COMPENSATION

Summary Compensation Table

     The compensation paid to our Chief Executive Officer and our four other
most highly compensated executive officers (collectively, the "Named Executive
Officers"), for each of the three most recently completed fiscal years is set
forth in the following table.
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------
                                                                                       Long Term
                                                 Annual Compensation ($)             Compensation
                                            ---------------------------------------------------------------
                                                                               Common Shares Underlying
            Name and Position        Year    Salary (1)(2)   Bonus    Other             Options
-----------------------------------------------------------------------------------------------------------
<S>                                  <C>     <C>             <C>      <C>      <C>
Neil S. Wechsler                     2002       793,577       Nil       -- (3)            325,000
                                   ------------------------------------------------------------------------
   Co-Chairman and                   2001       625,788       Nil      Nil                345,000 (4)
                                   ------------------------------------------------------------------------
   Chief Executive Officer           2000       326,050       Nil      Nil                250,000
-----------------------------------------------------------------------------------------------------------
Holden L. Ostrin                     2002       793,577       Nil       -- (3)            325,000
                                   ------------------------------------------------------------------------
   Co-Chairman                       2001       625,788       Nil      Nil                359,000 (5)
                                   ------------------------------------------------------------------------
                                     2000       326,050       Nil      Nil                250,000
-----------------------------------------------------------------------------------------------------------
Henry M. Karp                        2002       793,577       Nil       -- (3)            325,000
                                   ------------------------------------------------------------------------
   President and                     2001       625,788       Nil      Nil                355,000 (6)
                                   ------------------------------------------------------------------------
   Chief Operating Officer           2000       326,050       Nil      Nil                250,000
-----------------------------------------------------------------------------------------------------------
Gary S. Wechsler                     2002       352,578       Nil       -- (3)            180,000
                                   ------------------------------------------------------------------------
    Treasurer and                    2001       226,040       Nil      Nil                170,000 (7)
                                   ------------------------------------------------------------------------
    Chief Financial Officer          2000       151,339       Nil      Nil                120,000 (8)
-----------------------------------------------------------------------------------------------------------
Leon P. Garfinkle                    2002       172,934       Nil      -- (3)              50,000
                                   ------------------------------------------------------------------------
    Senior Vice-President,           2001       144,343       Nil      Nil                 50,000 (9)
                                   ------------------------------------------------------------------------
    General Counsel and Secretary    2000        50,809 (10)  Nil      Nil                 35,000
-----------------------------------------------------------------------------------------------------------
</TABLE>

(1)  We pay salary in Canadian dollars. The respective average exchange rates
     for 2000, 2001 and 2002 used to convert these salaries into dollars were:
     US$1.00=Cdn$1.4852 (2000), US$1.00=Cdn$1.5484 (2001) and US$1.00=Cdn$1.5703
     (2002).

(2)  Salary includes a portion paid bi-weekly in accordance with the general
     payroll practice of the company and a portion (referred to below in this
     Item 11 under "Executive Employment Agreements" as the "Forced Savings
     Amount"), paid in a single installment. In the employment agreements
     between the company and each of the Named Executive Officers, respectively,
     this Forced Savings Amount is called a "Recognition Bonus". In the
     company's annual reports on Form 10-K filed with the Commission for each of
     the 2000 and 2001 fiscal years, this Forced Savings Amount was listed as
     "Bonus" under "Annual Compensation" in the Summary Compensation Table.
     Given that the company's obligation to pay this Forced Savings Amount, and
     the amount thereof, are fixed by contract, the company has determined that
     this Forced Savings Amount is more accurately qualified as "Salary" than
     "Bonus". Accordingly, for the purposes of this Summary Compensation Table
     in this Form 10-K, the amounts respectively listed as "Salary" and "Bonus"
     in the company's annual reports on Form 10-K filed with the Commission for
     each of the 2000 and 2001 fiscal years have been combined under the heading
     "Salary".

(3)  The dollar value of all perquisites and other personal benefits did not
     exceed the lesser of $50,000 and 10% of the Named Executive Officer's
     salary for the year.

(4)  Includes 80,000 common shares issued pursuant to the automatic replacement
     ("reload") feature of an option granted in 1997, which option expired in
     2002.

(5)  Includes 94,000 common shares issued pursuant to the automatic replacement
     ("reload") feature of an option granted in 1997, which option expired in
     2002.

(6)  Includes 90,000 common shares issued pursuant to the automatic replacement
     ("reload") feature of an option granted in 1997, which option expired in
     2002.

(7)  Includes 20,000 common shares issued pursuant to the automatic replacement
     ("reload") feature of an option granted in 1997, which option expired in
     2002.

(8)  Includes 20,000 common shares issued pursuant to the automatic replacement
     ("reload") feature of an option granted in 1997, which option expired in
     2002.

(9)  Includes 5,000 common shares issued pursuant to the automatic replacement
     ("reload") feature of an option granted in 1997, which option expired in
     2002.

(10) Mr. Garfinkle has occupied office since July 18, 2000. The amount of salary
     paid to Mr. Garfinkle in 2000 is in respect of the period from July 18,
     2000 to December 31, 2000.


                                       68
<PAGE>

     Option Grants in 2002

     The following table provides information regarding options granted to the
Named Executive Officers during 2002. These grants are also reflected in the
Summary Compensation Table.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------
                                                                                        Potential Realizable
                                                                                         Value at Assumed
                                                                                        Annual Rates of Stock
                                                                                        Price Appreciation for
                                            Individual Grants                             Option Term ($) (1)
                      ----------------------------------------------------------------------------------------
                         Common
                          Shares      Percent of Total
                        Underlying    Options Granted    Exercise
                         Options      to Employees in      Price       Expiration
Name                   Granted (#)       2002               ($)            Date           5%           10%
-------------------------------------------------------------------------------------------------------------
<S>                    <C>            <C>                <C>           <C>            <C>          <C>
Neil S. Wechsler         325,000         18.47             13.86         03/02/12     2,832,856     7,179,013
-------------------------------------------------------------------------------------------------------------
Holden L. Ostrin         325,000         18.47             13.86         03/02/12     2,832,856     7,179,013
-------------------------------------------------------------------------------------------------------------
Henry M. Karp            325,000         18.47             13.86         03/02/12     2,832,856     7,179,013
-------------------------------------------------------------------------------------------------------------
Gary S. Wechsler         180,000         10.23             13.86         03/02/12     1,568,966     3,976,069
-------------------------------------------------------------------------------------------------------------
Leon P. Garfinkle         50,000         2.84              13.86         03/02/12       435,824     1,104,464
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The dollar amounts under these columns represent the potential realizable
     value of each option granted assuming that the market price of the common
     shares appreciates in value from the date of grant to the expiration date
     at the 5% and 10% annual rates prescribed by the SEC and are for
     illustration purposes only. They are not intended to forecast possible
     future appreciation, if any, of the price of the common shares.

     Aggregated Option Exercises in 2002 and Year-end Option Values

     The following table provides information regarding option exercises by the
Named Executive Officers in 2002 and the amount and value of the Named Executive
Officers' exercisable and unexercisable options as of December 31, 2002.

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------

                                                Number of Common Shares         Value of Unexercised
                    Option Exercises        Underlying Unexercised Options      In-the-Money Options ($)
                  ----------------------------------------------------------------------------------------
                  Common
                   Shares
                  Acquired
                     on         Value
 Name             Exercise   Realized ($)  Exercisable      Unexercisable    Exercisable     Unexercisable
 ---------------------------------------------------------------------------------------------------------
 <S>              <C>        <C>           <C>              <C>              <C>             <C>
 Neil S. Wechsler    Nil       Nil           797,500           132,500           Nil             Nil
 ---------------------------------------------------------------------------------------------------------
 Holden L. Ostrin    Nil       Nil           797,500           132,500           Nil             Nil
 ---------------------------------------------------------------------------------------------------------
 Henry M. Karp       Nil       Nil           797,500           132,500           Nil             Nil
 ---------------------------------------------------------------------------------------------------------
 Gary S. Wechsler    Nil       Nil           365,000            75,000           Nil             Nil
 ---------------------------------------------------------------------------------------------------------
 Leon P. Garfinkle   Nil       Nil            90,000            22,500           Nil             Nil
 ---------------------------------------------------------------------------------------------------------
</TABLE>

     Executive Employment Agreements

     We have entered into employment agreements with each of the Named Executive
Officers.

     Neil S. Wechsler, Holden L. Ostrin and Henry M. Karp

     The agreements with Neil S. Wechsler, Holden L. Ostrin and Henry M. Karp,
the terms of which are identical, were entered into as of May 5, 1997. They were
designed to assure us of the continued employment of each officer in his
respective executive positions with our company.

     Under the terms of these agreements, each of which has been amended, each
officer receives a minimum annual salary, payable as to 80% thereof bi-weekly in
accordance with the general payroll practice of the company, and as to 20%
thereof (the "Forced Savings Amount"), in a single installment, to

                                       69
<PAGE>

provide the Named Executive Officer with a mechanism to save such amount.
Additional bonuses may also be paid in whatever amounts and at whatever times as
determined by our Board of Directors.

     Each of these agreements provided for an option grant, which option has
been exercised in full by each of the Named Executive Officers.

     The agreements provide that we will pay or reimburse the officer for the
premiums for a life and disability term insurance policy with a minimum coverage
of $5,000,000, in addition to any other coverage previously paid for or provided
for by the company. The agreements also provide for the forgiveness of
indebtedness of the officer if he leaves the employment of our company for any
reason.

     In the event of the sale of all or substantially all of our assets or the
acquisition by any person of outstanding shares of our company representing more
than 50% of the votes attached to all of our outstanding voting shares at any
time during the term of the agreement or within 12 months thereafter (unless the
officer has had his employment terminated for cause), the officer will be
entitled to a bonus in an amount not less than the aggregate of his then-current
salary and bonus, and the term insurance, for which we have been reimbursing
premiums will be converted to a whole life insurance policy and we will pay the
entire cost of the premium for that whole life insurance policy. In addition, in
each such circumstance, the exercise price of all options, warrants and rights
to purchase common shares which are held by the officer shall, subject to
regulatory approval, be reduced to Cdn.$1.00 in the aggregate.

     If the officer's services are terminated other than for cause or death or
disability, or in the event that the officer terminates his employment with our
company for good reason (as defined in the agreements) within six months of a
change of control (as defined in the agreements), (i) we will pay to the officer
an amount equal to five times the sum of (a) the highest salary paid to him
during the term and (b) the highest aggregate bonuses paid to him during any
year during the term, (ii) the exercise price of all options, warrants and
rights held by the officer to purchase common shares shall be reduced to
Cdn.$1.00 in the aggregate and all of such options shall become immediately
exercisable and will expire within 90 days of the termination of the covered
officer's employment with our company, (iii) the term insurance, for which we
have been reimbursing premiums, will be converted to a whole life insurance
policy and we will pay the entire cost of the premium for that whole life
insurance policy, and (iv) we will acquire medical insurance coverage for the
officer and his family for a period of five years, equivalent to the coverage
already enjoyed by the officer as a senior officer of our company.

     The agreements each contain a covenant on the part of the officer not to
compete with our company for a period of 24 months following the date upon which
he ceases to be an employee of our company.

     Gary S. Wechsler

     The agreement with Gary S. Wechsler was entered into as of April 21, 1999.
The agreement was designed to assure us of the continued employment of Mr.
Wechsler in his current executive positions with our company.

     Under the terms of his agreement, which has been amended, Mr. Wechsler
receives a minimum annual salary, payable as to 80% thereof bi-weekly in
accordance with the general payroll practice of the company, and as to 20%
thereof (the "Forced Savings Amount"), in a single installment, to provide Mr.
Wechsler with a mechanism to save such amount. The agreement also provides that
we will pay or reimburse Mr. Wechsler for the premiums for a life and disability
term insurance policy with a minimum coverage of $3,000,000.

     In the event of a change in control (as defined in his agreement), of our
company, we will pay to Mr. Wechsler an amount equal to his then current minimum
annual salary multiplied by the number of years that he has served as our Chief
Financial Officer.


                                       70
<PAGE>

     If Mr. Wechsler's services are terminated other than for cause or death or
disability, or in the event that he terminates his employment with our company
for good reason (as defined in his agreement) within six months of a change of
control (as defined in his agreement), (i) we will pay to Mr. Wechsler an amount
equal to five times his then current minimum annual salary; and (ii) the term
insurance, for which we have been reimbursing premiums, will be converted to a
whole life insurance policy and we will pay the entire cost of the premium for
that whole life insurance policy.

     The agreement also contains a covenant on the part of Mr. Wechsler not to
compete with our company for a period of 24 months following the date upon which
he ceases to be an employee of our company.

     Leon P. Garfinkle

     The agreement with Leon P. Garfinkle was entered into as of July 18, 2000.
Under the terms of his agreement, Mr. Garfinkle receives a minimum annual
salary, payable as to approximately 87% thereof bi-weekly in accordance with the
general payroll practice of the company, and as to approximately 13% thereof
(the "Forced Savings Amount"), in a single installment, to provide Mr. Garfinkle
with a mechanism to save such amount.

     If Mr. Garfinkle's services are terminated other than for cause or death or
disability, or in the event that he terminates his employment with our company
for good reason (as defined in his agreement) within six months of a change of
control (as defined in his agreement), we will pay to Mr. Garfinkle an amount
equal to three times his then current minimum annual salary.

     The agreement also contains a covenant on the part of Mr. Garfinkle not to
compete with our company for a period of 24 months following the date upon which
he ceases to be an employee of our company.

Compensation of Directors

     The fiscal 2002 compensation package for each of our four non-executive
directors consisted of $10,000 and an option to purchase 45,000 common shares at
an exercise price of $13.86 per share. These options were 100% exercisable when
issued and expire after ten years.

Options to Purchase Securities

     On February 7, 1997, our Board of Directors adopted a share option plan
known as the 1997 Stock Option Plan (as amended, the "1997 Plan").

     Pursuant to the provisions of the 1997 Plan, we may grant options to
purchase common shares to our full-time employees or directors. Options may be
granted for a term of up to 10 years and the term during which such options may
be exercised will be determined by our Board of Directors at the time of each
grant of options. The conditions of vesting and exercise of the options and the
option price will be established by our Board of Directors when such options are
granted and the option price shall not involve a discount greater than that
permitted by law and by the regulations, rules and policies of the securities
regulatory authorities to which we may then be subject.

     Options granted under the 1997 Plan cannot be assigned or transferred,
except by will or by the laws of descent and distribution of the domicile of the
deceased optionee. Upon an optionee's employment with our company 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 shall terminate forthwith. If an optionee's
employment with our company is terminated otherwise than by reason of death or
termination for cause, or if any optionee ceases to be a director other than by
reason of death, removal or disqualification by law, any option or the
unexercised portion thereof may be exercised by the optionee for that number of
shares only which he was entitled to acquire under the option at the time of
such termination or cessation, provided that such option shall only be
exercisable within 90 days after such termination or cessation or prior to the
expiration of the term of the option, whichever occurs earlier. If an

                                       71
<PAGE>

optionee
dies while employed by our company or while serving as a director, any option or
the unexercised portion thereof 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 the optionee was entitled to acquire under the
option at the time of death, provided that such option shall only be exercisable
within 180 days following the date of death or prior to the expiration of the
term of the option, whichever occurs earlier.

     Upon its establishment, 3,000,000 common shares were authorized for
issuance pursuant to options granted under the 1997 Plan. In each of 2000 and
2001, shareholders approved an additional 3,000,000 shares for issuance under
the 1997 Plan. As at March 26, 2003, 2,543,725 common shares had been issued
under the 1997 Plan and an additional 4,759,025 common shares were reserved for
issuance pursuant to the exercise of options outstanding under the 1997 Plan,
leaving 1,697,250 common shares available for issuance pursuant to future option
grants under the 1997 Plan.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of February 25, 2003, certain
information regarding the beneficial ownership of our common shares by (i) each
person known to us to be a beneficial owner of more than 5% of the common shares
of our company, (ii) each director and Named Executive Officer of our company
and (iii) all directors and officers of our company as a group.

<TABLE>
<CAPTION>
                                                     Number and Nature
                                                           of
                                                       Beneficial
Name of Beneficial Owner                                Ownership        Percent(1)
------------------------                                ---------        ----------
<S>                                                     <C>              <C>
Reich & Tang Asset Management, LLC.................     2,374,000 (2)        15.89%
Cramer Rosenthal McGlynn, LLC......................     2,142,300 (3)        14.34%
FMR Corp...........................................     1,493,600 (4)         9.99%
Heartland Advisors, Inc............................       823,400 (5)         5.51%
Harris Associates L.P..............................       813,500 (6)         5.45%
Neil S. Wechsler...................................       800,250 (7)         5.09%
Henry M. Karp......................................       797,500 (8)         5.07%
Holden L. Ostrin...................................       797,500 (9)         5.07%
Leon P. Garfinkle..................................       93,000 (10)             *
James S. Gertler...................................       92,800 (11)             *
Thomas D. Murphy...................................       75,000 (12)             *
Sydney Sweibel.....................................       62,500 (13)             *
Jonathan J. Ginns..................................       62,500 (14)             *
All directors and officers as a group (16 persons).    3,668,000 (15)        19.75%

</TABLE>


  *  does not exceed one percent (1%)

(1)  Assumes no issuance of common shares reserved for issuance under
     outstanding options and warrants, except for those held by the director or
     officer.

(2)  The address of this beneficial owner is 600 Fifth Avenue, New York, NY
     10020. According to the Schedule 13G, dated February 6, 2003, filed with
     the Commission by this beneficial owner, which is an investment advisor, it
     is the beneficial owner of 2,374,000 common shares with shared voting power
     and shared dispositive power over all 2,374,000 shares. The information in
     this table is based exclusively on the most recent Schedule 13G filed by
     this beneficial owner with the Commission. We make no representation as to
     the accuracy or completeness of the information reported.

(3)  The address of this beneficial owner is 520 Madison Avenue, New York, NY
     10022. According to the Schedule 13G, dated January 10, 2003, filed with
     the Commission by this beneficial owner, which is an investment advisor, it
     is the beneficial owner of 2,142,300 common shares with sole voting power
     and sole dispositive power over 1,988,500 shares and shared voting power
     and shared dispositive power over 153,800 shares. The information in this
     table is based exclusively on the most recent Schedule 13G filed by this
     beneficial owner with the Commission. We make no representation as to the
     accuracy or completeness of the information reported.

(4)  The address of this beneficial owner is 82 Devonshire Street, Boston, MA
     02109. According to the Schedule 13G, dated February 14, 2003, filed with
     the Commission by FMR Corp., Edward C. Johnson 3d, and Abigail P. Johnson,
     FMR Corp., a parent holding company, certain of its subsidiaries and
     affiliates, and members of the family of Edward C. Johnson 3d, who

                                       72
<PAGE>

may be
     deemed a controlling group with respect to FMR Corp., each have sole
     dispositive power over all 1,493,600 shares and voting power over none of
     such shares. The information in this table is based exclusively on the most
     recent Schedule 13G filed by FMR, Edward C. Johnson 3d and Abigail P.
     Johnson with the Commission. We make no representation as to the accuracy
     or completeness of the information reported.

(5)  The address of this beneficial owner is 789 North Water Street, Milwaukee,
     WI 53202. According to the Schedule 13G, dated February 13, 2003, filed
     with the Commission by Heartland Advisors, Inc., an investment advisor, and
     William Nasgovitz, Heartland Advisor Inc.'s president and principal
     shareholder (collectively "Heartland"), at December 31, 2002, Heartland was
     the beneficial owner of 823,400 common shares with sole dispositive power
     over all 823,400 shares, sole voting power over 102,200 shares and shared
     voting power over none of such shares. The information in this table is
     based exclusively on the most recent Schedule 13G filed by Heartland with
     the Commission. We make no representation as to the accuracy or
     completeness of the information reported.

(6)  The address of this beneficial owner is Two North LaSalle Street, Suite
     500, Chicago, IL 60602-3790. According to the Schedule 13G, dated February
     6, 2003, filed with the Commission by Harris Associates L.P., an investment
     advisor and Delaware limited partnership, and Harris Associates Inc. a
     Delaware corporation and the general partner of Harris Associates L.P.
     (collectively, "Harris"), at December 31, 2002, Harris was the beneficial
     owner of 813,500 common shares with shared voting power over all 813,500
     shares, sole dispositive power over 50,000 shares and shared dispositive
     power over 763,500 shares. 763,500 shares over which Harris has shared
     voting power and shared dispositive power are held by the Harris Associates
     Investment Trust. The information in this table is based exclusively on the
     most recent Schedule 13G filed by Harris with the Commission. We make no
     representation as to the accuracy or completeness of the information
     reported.

(7)  Excludes unvested options to purchase 132,500 common shares. Mr. Wechsler
     holds vested options to purchase 797,500 common shares.

(8)  Excludes unvested options to purchase 132,500 common shares. Mr. Karp holds
     vested options to purchase 797,500 common shares

(9)  Excludes unvested options to purchase 132,500 common shares. Mr. Ostrin
     holds vested options to purchase 797,500 common shares.

(10) Excludes unvested options to purchase 22,500 common shares. Mr. Garfinkle
     holds vested options to purchase 90,000 common shares.

(11) Excludes unvested options to purchase 17,500 common shares. Mr. Gertler
     holds vested options to purchase 92,500 common shares.

(12) Excludes unvested options to purchase 17,500 common shares. Mr. Murphy
     holds vested options to purchase 75,000 common shares.

(13) Excludes unvested options to purchase 17,500 common shares. Mr. Sweibel
     holds vested options to purchase 62,500 common shares.

(14) Excludes unvested options to purchase 17,500 common shares. Mr. Ginns holds
     vested options to purchase 62,500 common shares.

(15) Includes vested options to purchase an aggregate of 3,637,250 common
     shares. Excludes unvested options to purchase 875,000 common shares.


                                       73

<PAGE>

Equity Compensation Plan Information

The following table sets forth the number of common shares to be issued upon
exercise of outstanding options, rights and warrants issued pursuant to our
equity compensation plans, the weighted average exercise price of such options,
rights and warrants and the number of common shares remaining available for
future issuance under our equity compensation plans, all as at December 31,
2002.

<TABLE>
<CAPTION>
-------------------------------- ------------------- ---------------------- ----------------------------------
                                 Number of securities  Weighted-average        Number of securities remaining
                                  to be issued upon     exercise price of       available for future issuance
                                      exercise of      outstanding options,    under equity compensation plans
                                 outstanding options,  warrants and rights   (excluding securities reflected in
                                 warrants and rights        ($/Share)                    column(a)) (1)
Plan Category                           (a)                   (b)                             (c)
-------------------------------- ------------------- ---------------------- ----------------------------------
<S>                              <C>                 <C>                    <C>
Equity compensation plans             4,794,525               22.91                        1,661,750
approved by security holders (1)
-------------------------------- ------------------- ---------------------- ----------------------------------
Equity compensation plans not
approved by security holders (2)          5,000 (2)            6.40                           Nil
-------------------------------- ------------------- ---------------------- ----------------------------------
             Total                    4,799,525               22.88                        1,661,750
-------------------------------- ------------------- ---------------------- ----------------------------------
</TABLE>

      (1)   The 1997 Plan (referred to under "Executive Compensation - Options
            to Purchase Securities," below), is our only equity compensation
            plan that has been approved by shareholders.

      (2)   Our only equity compensation plans that have not been approved by
            shareholders, are two identical individual compensation
            arrangements, for two consultants to Optimal Robotics Inc., our
            wholly owned subsidiary. Each of these individual compensation
            arrangements consists of an option to acquire 2,500 common shares at
            an exercise price of $6.40 per share. The options may be exercised
            as to 50% of the underlying shares after July 30, 2003 and as to the
            remaining 50% of the underlying shares after April 30, 2004. Each of
            the options expires on the earlier of (i) the termination of the
            optionee's engagement as a consultant, and (ii) the tenth
            anniversary of the date of its grant. The options are
            non-assignable, except in the case of the death of the optionee.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indebtedness of Directors and Employees

     The aggregate indebtedness to our company of all employees, officers and
directors and former employees, officers and directors is $114,485, which
relates to an unsecured home-loan agreement with Holden L. Ostrin, the
Co-Chairman of our company. This loan is non-interest bearing and is repayable
in annual installments of $11,448 through and including July 1, 2012.

Transactions with Management

     The employment agreements that we have with Neil S. Wechsler, Holden L.
Ostrin and Henry M. Karp provide that we will pay or reimburse the officer for
the premiums for a life and disability term insurance policy with a minimum
coverage of $5,000,000. The agreements also provide for the forgiveness of
indebtedness of such officer if he leaves the employment of our company for any
reason. The employment agreement that we have with Gary S. Wechsler provides
that we will pay or reimburse him for the premiums for a life and disability
term insurance policy with a minimum coverage of $3,000,000. See Item
11--"Executive Compensation - Executive Employment Agreements."


                                       74

<PAGE>

Item 14.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     As of March 26, 2003 (the "Evaluation Date"), under the supervision and
with the participation of our management, including our Chief Executive Officer
and our Chief Financial Officer, we evaluated the effectiveness of the design
and operation of our disclosure controls and procedures, (as such term is
defined in Rules 13a - 14(c) and 15d - 14(c) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")). Based upon such evaluation, our Chief
Executive Officer and our Chief Financial Officer have concluded that, as of the
Evaluation Date, our disclosure controls and procedures were adequate to ensure
that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.

Changes in Internal Controls

Additionally, our Chief Executive Officer and Chief Financial Officer have
determined that there have been no significant changes in our internal controls
or in other factors that could significantly affect our internal controls,
subsequent to the Evaluation Date.

Item 15.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

 Exhibit
  Number                                 Exhibit
  ------                ----------------------------------------------

  3.1    Certificate and Articles of Continuance (incorporated by reference to
         Exhibit 3.1 to the Company's Registration Statement on Form F-1, file
         333-4950, filed with the Commission on October 24, 1996)

  3.2    By-laws (incorporated by reference to Exhibit 3.2 to the Company's
         Annual Report on Form 10-K, File No. 0-28572, filed with the Commission
         on March 8, 1999)

  3.3    Certificate and Articles of Amendment (incorporated by reference to
         Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 2000, filed with the Commission on March 1, 2001)

  4      Specimen certificate of the common shares (incorporated by reference to
         Exhibit 1.1 to the Company's Registration Statement on Form 8, File No.
         0-28572, filed with the Commission on July 17, 1996)

  10.1   Employment Agreement with Neil S. Wechsler (incorporated by reference
         to Exhibit I to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1997, filed with the Commission on March 31, 1998)

  10.2   Amendment to Employment Agreement with Neil S. Wechsler (incorporated
         by reference to Exhibit 10.4 to the Company's Annual Report on Form
         10-K for the year ended December 31, 1999, filed with the Commission on
         March 8, 1999)

  10.3   Amendment to Employment Agreement with Neil S. Wechsler (incorporated
         by reference to Exhibit 10.3 to the Company's Annual Report on Form
         10-K for the year ended December 31, 2001, filed with the Commission on
         April 1, 2002)

  10.4   Employment Agreement with Henry M. Karp (incorporated by reference to
         Exhibit II to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1997, filed with the Commission on March 31, 1998)

  10.5   Amendment to Employment Agreement with Henry M. Karp (incorporated by
         reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1999, filed with the Commission on
         March 8, 1999)


                                       75
<PAGE>

  10.6   Amendment to Employment Agreement with Henry M. Karp (incorporated by
         reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 2001, filed with the Commission on
         April 1, 2002)

  10.7   Employment Agreement with Holden L. Ostrin (incorporated by reference
         to Exhibit III to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1997, filed with the Commission on March 31, 1998)

  10.8   Amendment to Employment Agreement with Holden L. Ostrin (incorporated
         by reference to Exhibit 10.8 to the Company's Annual Report on Form
         10-K for the year ended December 31, 1999, filed with the Commission on
         March 8, 1999)

  10.9   Amendment to Employment Agreement with Holden L. Ostrin (incorporated
         by reference to Exhibit 10.9 to the Company's Annual Report on Form
         10-K for the year ended December 31, 2001, filed with the Commission on
         April 1, 2002)

  10.10  Employment Agreement with Gary S.Wechsler

  10.11  Amendment to Employment Agreement with Gary S. Wechsler

  10.12  Amendment to Employment Agreement with Gary S. Wechsler

  10.13  Employment Agreement with Leon P. Garfinkle

  21     List of Subsidiaries

  23.1   Consent of KPMG LLP

  23.2   Consent of PricewaterhouseCoopers LLP

  24.1   Certification pursuant to Section 1350, Chapter 63 of Title 18, United
         States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002.

  24.2   Certification pursuant to Section 1350, Chapter 63 of Title 18, United
         States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002.

(b)  Reports on Form 8-K

     The following reports on Form 8-K were filed for the year ended December
31, 2002:

     1. Form 8-K filed with the Commission on February 28, 2002 (Item 7 -
Exhibits); and

     2. Form 8-K filed with the Commission on June 6, 2002 (Item 5 - Other
Events).


                                       76
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


March 27, 2003                     Optimal Robotics Corp.


                                   By: /s/   NEIL S. WECHSLER
                                       ----------------------
                                       Neil S. Wechsler, Co-Chairman
                                       and Chief Executive Officer
                                       (Principal Executive Officer)


                                   By: /s/   GARY S. WECHSLER
                                       ----------------------
                                       Gary S. Wechsler, Chief Financial Officer
                                       (Principal Accounting Officer)


Pursuant to the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


March 27, 2003                    By:  /s/   NEIL S. WESCHSLER
                                       -----------------------
                                              Neil S. Wechsler, Director


March 27, 2003                    By:  /s/   HOLDEN L.OSTRIN
                                       ---------------------
                                              Holden L. Ostrin, Director


March 27, 2003                    By:  /s/   HENRY M. KARP
                                       -------------------
                                              Henry M. Karp, Director


March 27, 2003                    By:  /s/   JAMES S. GERTLER
                                       ----------------------
                                              James S. Gertler, Director


March 27, 2003                    By:  /s/   LEON P. GARFINKLE
                                       -----------------------
                                              Leon P. Garfinkle, Director


March 27, 2003                    By:  /s/   THOMAS D. MURPHY
                                       ----------------------
                                              Thomas D. Murphy, Director


March 27, 2003                    By:  /s/   SYDNEY SWEIBEL
                                       --------------------
                                              Sydney Sweibel, Director


March 27, 2003                    By:  /s/   JONATHAN J. GINNS
                                       ----------------------
                                              Jonathan J. Ginns, Director


                                       77
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Neil S. Wechsler, certify that:

1.   I have reviewed this annual report on Form 10-K of Optimal Robotics Corp.
     (the "Registrant");

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

4.   The Registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

      i)    designed such disclosure controls and procedures to ensure that
            material information relating to the Registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      ii)   evaluated the effectiveness of the Registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      iii)  presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.   The Registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent function):

      i)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the Registrant's ability to
            record, process, summarize and report financial data and have
            identified for the Registrant's auditors any material weaknesses in
            internal controls; and

      ii)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Registrant's
            internal controls; and

6.   The Registrant's other certifying officer and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:     March 27, 2003

                                  By:  /s/ Neil S. Wedchsler
                                       ---------------------
                                       Neil S. Wechsler
                                       Co-Chairman and
                                       Chief Executive Officer


                                       78
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Gary S. Wechsler, certify that:

1.   I have reviewed this annual report on Form 10-K of Optimal Robotics Corp.
     (the "Registrant");

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

4.   The Registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

      i)    designed such disclosure controls and procedures to ensure that
            material information relating to the Registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      ii)   evaluated the effectiveness of the Registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      iii)  presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.   The Registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent function):

      i)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the Registrant's ability to
            record, process, summarize and report financial data and have
            identified for the Registrant's auditors any material weaknesses in
            internal controls; and

      ii)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Registrant's
            internal controls; and

6.   The Registrant's other certifying officer and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:    March 27, 2003
                                  By: /s/ Gary S. Wechsler
                                      --------------------
                                            Gary S. Wechsler
                                        Treasurer and
                                  Chief Financial Officer


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