EXHIBIT 10.21

                         AMENDMENT TO PURCHASE AGREEMENT

This Amendment dated April 8, 2004 (this "Amendment"), to the Asset Purchase
Agreement dated April 4, 2004 between Fujitsu Transaction Solutions, Inc., a
Delaware corporation (the "Buyer"), Optimal Robotics Corp., a Canadian
corporation now known as Optimal Group Inc. ("Optimal Corp.") and Optimal
Robotics Inc., a Delaware corporation ("Optimal Inc." and, together with Optimal
Corp., the "Sellers" and each, individually, a "Seller"), is hereby made among
Buyer and Seller.

W I T N E S S E T H:

WHEREAS Buyer and Sellers are the original parties to the Purchase Agreement;

AND WHEREAS, it is proposed that certain amendments be made to the Purchase
Agreement in the manner and as more fully set forth herein and that such
amendments be adopted in accordance with Section 28 of the Purchase Agreement.

NOW THEREFORE in consideration of the premises, the parties hereto agree as
follows:

            1. Defined Terms. Capitalized terms used herein but not defined
shall have the meanings assigned to them in the Purchase Agreement.

            2. Amendments to Exhibit 5(A) to the Purchase Agreement. Exhibit
5(A) to the Agreement is hereby replaced by the following:

      "The parties acknowledge that in the context of an audit of only those
      assets and liabilities of the Seller that form part of the Business, there
      is no assurance that the audit opinion of KPMG LLP will be unqualified.

      The parties also acknowledge and agree that the physical inventory count
      of product and service replacement parts inventory will be conducted
      within 21 days of Closing and that the audit opinion of KPMG LLP may be
      qualified as a result."

            3. Amendment to Section 5(B) of the Purchase Agreement. Section 5(B)
of the Purchase Agreement is hereby amended by deleting the provision in its
entirety and substituting the following in lieu thereof:

            (B)   Prior to the Closing Date, Seller will inspect the product and
                  service replacement parts inventory to take into account
                  defective and obsolete inventory and inventory in excess of
                  Buyer's expected business requirements, which will be
                  written-off in accordance with Canadian generally accepted
                  accounting principles, and excluded for purposes of
                  determining the value of the inventory pursuant to this
                  paragraph (B). Within 7 days of Closing, Seller shall provide
                  Buyer with a detailed list of all inventory (including
                  defective and obsolete inventory, and inventory in excess of
                  Buyer's expected business requirements) included in the
                  Purchased Assets as of March 31, 2004. Within sixty (60) days
                  following the Closing Date, Buyer will conduct a physical
                  audit of all


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                  such inventory (the "Inventory Audit"). In the event the
                  Inventory Audit reflects that the book value of the listed
                  inventory as reflected on the books and records of Seller as
                  of the Closing Date exceeds by more than U.S. Two Hundred
                  Thousand dollars (US$200,000), the book value of the inventory
                  found during the physical inventory, the Purchase Price shall
                  be reduced by the amount of such amount in excess of U.S. Two
                  Hundred Thousand dollars (US$200,000). No adjustment shall be
                  made in the event the book value of the listed inventory is
                  less than the inventory found during the physical inventory.
                  Subject to Section 5(C) below, in the event of a decrease in
                  the Purchase Price, the amount of such decrease shall be
                  immediately paid by Seller to Buyer in cash, by certified
                  check or bank wire transfer. In the event of a dispute
                  resolved in accordance with the terms of Section 5(C) below,
                  payment shall be made within five (5) days of the
                  determination of the Neutral Accounting Firm.

            4. Amendment to Section 9(D) of the Purchase Agreement. Section 9(D)
of the Purchase Agreement is hereby amended by deleting the provision in its
entirety and substituting the following in lieu thereof:

            (D)   Removing Excluded Assets. On or prior to the termination of
                  the Transition Services Agreement dated April 8, 2004 between
                  the parties and Fujitsu Transaction Solutions Canada Inc.,
                  Seller shall remove all Excluded Assets from all facilities
                  and other real property to be occupied by Buyer. Such removal
                  shall be done in such manner as to avoid any Material damage
                  to the facilities and other properties to be occupied by Buyer
                  and any Material disruption of the business operations to be
                  conducted by Buyer after the Closing. Any Material damage to
                  the Purchased Assets or to the facilities resulting from such
                  removal shall be paid promptly by Seller to Buyer. Should
                  Seller fail to remove the Excluded Assets as required by this
                  Section, Buyer shall have the right, but not the obligation,
                  to remove the Excluded Assets at Seller's sole reasonable cost
                  and expense to store the Excluded Assets and to charge Seller
                  all reasonable storage costs associated therewith. Seller
                  shall promptly reimburse Buyer for all reasonable costs and
                  expenses incurred by Buyer in connection with any Excluded
                  Assets not removed by Seller on or before the 30th following
                  the termination of the Transition Services Agreement upon
                  presentation of reasonable evidence of same.

            5. Amendment to Section 30 of the Purchase Agreement. Section 30 of
the Purchase Agreement is hereby amended by deleting the provision in its
entirety and substituting the following in lieu thereof:

            30.   Expenses. Each party shall pay all expenses and costs incurred
                  or to be incurred by it in negotiating, closing, and carrying
                  out this Agreement, including, without limitation, all legal,
                  accounting and printing fees and expenses; provided, at
                  Closing, Buyer shall pay Seller U.S. Three Million dollars
                  (US$3,000,000), representing the break fee under the
                  agreement(s) between Seller and NCR Corporation (and certain
                  of its affiliates) disclosed in the proxy circular filed by
                  Optimal Corp. on


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                  March 11, 2004; and further, provided, that Buyer shall
                  reimburse Seller within 30 days of Closing for all reasonable
                  costs up to a maximum of U.S. Three Hundred and Fifty Thousand
                  Dollars (US$350,000) in the aggregate related to (x) obtaining
                  shareholder approval of the transactions contemplated herein,
                  (y) obtaining the enforceability opinion under Section
                  13(B)(viii) and (z) the audit of the Closing Balance Sheet
                  pursuant to Section 5(A); and further provided that if any
                  amount paid to Seller for the NCR break fee is not paid to
                  NCR, Seller shall return such unpaid amounts to Buyer.

                            [signature page follows]

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.

FUJITSU TRANSACTION SOLUTIONS INC.      OPTIMAL ROBOTICS CORP.

By:    /s/ Alan Wain                    By:    /s/ Neil Wechsler
       ---------------------------             ---------------------------
               (Signature)                             (Signature)

Name:  Alan Wain                        Name:  Neil Wechsler
       ---------------------------             ---------------------------
              (Please print)                          (Please print)

Title: Executive Vice-President         Title: Co-Chairman & CEO
       ---------------------------             ---------------------------


OPTIMAL ROBOTICS INC.

By:    /s/ Henry Karp
       ---------------------------
               (Signature)

Name:  Henry Karp
       ---------------------------
              (Please print)

Title: President & COO
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