EXHIBIT 10.20

                            ASSET PURCHASE AGREEMENT

      This Asset Purchase Agreement ("Agreement") is made and entered into on
the 4th day of April, 2004 (the "Effective Date"), by and among Fujitsu
Transaction Solutions Inc., a Delaware corporation having its principal place of
business at 2801 Network Blvd., Frisco, TX 75034 U.S.A. ("FTXS" or "Buyer"), on
the one hand, and Optimal Robotics Corp., a Canadian corporation, having its
principal place of business at 4700 de la Savane, Suite 101, Montreal, Quebec
H4P 1T7 ("Optimal Corp."), and Optimal Robotics Inc., a Delaware corporation,
having its mailing address at 4700 de la Savane, Suite 101, Montreal, Quebec H4P
1T7 ("Optimal Inc.") (Optimal Corp. and Optimal Inc. being collectively referred
to herein as "Seller", and Optimal Corp., Optimal Inc. and Optimal Robotics Plc.
being collectively referred to herein as "Optimal"), on the other hand.
Capitalized terms not defined in the context of this Agreement shall have the
meanings specified in Section 31.

                                    RECITALS:

      A.    Optimal carries on the business of developing, manufacturing,
            assembling, marketing, selling and servicing self-checkout systems
            (the "Business"); and

      B.    Seller has agreed to sell or cause to be sold to Buyer and Buyer has
            agreed to purchase from Optimal the assets of Optimal needed to
            operate the Business as currently operated by Optimal, on the terms
            and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises above and of the mutual
covenants, representations, warranties and agreements set forth herein, the
parties hereby agree as follows:

                                    AGREEMENT

      1.    Purchase and Sale of Purchased Assets. Subject to the terms and
            conditions of this Agreement, except for the Excluded Assets, on the
            Closing Date, Seller shall sell, assign, transfer, convey, and
            deliver, and shall cause Optimal Plc. to sell, assign, transfer,
            convey, and deliver, to Buyer, and Buyer shall purchase from Seller
            and Optimal Plc., all of Seller's and Optimal Plc.'s right, title
            and interest in and to the following property, undertakings and
            assets, needed to operate the Business (collectively, the "Purchased
            Assets"), free and clear of all Encumbrances, other than Permitted
            Encumbrances:

            (A)   all customer contracts, whether written or oral, to which
                  Optimal is a party, including those customer contracts listed
                  in Section 1(A) of the Disclosure Schedule and including,
                  without limitation, service and maintenance contracts (the
                  "Customer Contracts");

            (B)   the supplier, subcontractor and vendor contracts that are
                  listed in Section 1(B) of the Disclosure Schedule (the "Vendor
                  Contracts");


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            (C)   the third party commercial computer software and related
                  maintenance contracts, to which Optimal is a party that are
                  listed in Section 1(C) of the Disclosure Schedule (the "Third
                  Party Licenses");

            (D)   all inventory, which shall consist of new and used, both in
                  and out of service, inventory held for rental and sale,
                  including, but not limited to, all inventory currently being
                  held to supply Optimal's contractual commitments, and all
                  other similar rental items or other items of inventory that
                  are listed in Section 1(D) of the Disclosure Schedule (the
                  "Inventory"), together with any express or implied warranty by
                  the manufacturer or seller of any item or component part
                  thereof;

            (E)   the lease of Optimal Corp.'s head office premises located at
                  4700 de la Savane, Montreal, Quebec, the lease of Optimal
                  Inc.'s assembly and warehousing facilities located at 651
                  Route 3 and 661 Route 3, Unit D, Plattsburgh, New York and the
                  leases pertaining to the service hubs identified in Section
                  1(E) of the Disclosure Schedule (the "Transferred Leases"),
                  including any fixtures thereon and leasehold improvements
                  thereto;

            (F)   any contracts (including any solicitation or outstanding
                  offers for contract), whether oral or written, other than the
                  Customer Contracts, the Vendor Contracts, the Third Party
                  Licenses and the Transferred Leases, to which Optimal is a
                  party that are listed in Section 1(F) of the Disclosure
                  Schedule (the Customer Contracts, Vendor Contracts,
                  Transferred Leases, Third Party Licenses and Contracts listed
                  in Section 1(F) of the Disclosure Schedule are sometimes
                  referred to collectively as the "Contracts" and individually
                  as a "Contract");

            (G)   all governmental licenses, permits, certificates, approvals,
                  exemptions, franchises, registrations, variances,
                  accreditations or authorizations or other similar rights)
                  (collectively, the "Permits");

            (H)   all Intellectual Property (the "Purchased Intellectual
                  Property");

            (I)   the machinery, equipment, furniture, fixtures, furnishings,
                  office equipment, accessories, vehicles, servers, network and
                  telecommunications equipment, personal computers, notebook
                  computers, workstations, printers, facsimile machines and
                  other equipment needed to operate the Business as currently
                  operated by Optimal that are listed in Section 1(I) of the
                  Disclosure Schedule, and all assembly plant tools, together
                  with the supplies, tools, and office equipment dedicated to or
                  used by any Eligible Employee (regardless of whether such
                  Eligible Employee accepts Buyer's offer of employment pursuant
                  to Section 9(B)) and owned or leased by Optimal, such as
                  cellular phones, pagers and calculators used by each of them
                  to operate the Business (the "Equipment");


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            (J)   the telephone numbers, fax numbers and uniform or universal
                  resource locators that are listed in Section 1(J) of the
                  Disclosure Schedule (the "Telephone, Fax and E-mail");

            (K)   all accounts, notes or other receivables of Optimal generated
                  in connection with the Business, existing as of the Closing
                  Date that are listed in Section 1(K) of the Disclosure
                  Schedule (the "Accounts Receivable");

            (L)   all deposits and pre-paid expenses of Optimal in connection
                  with the Business existing on the Closing Date that are listed
                  in Section 1(L) of the Disclosure Schedule, which shall be
                  updated as of the Closing Date;

            (M)   all books and records relating exclusively to the Business
                  (other than Optimal's Tax returns and Optimal's organizational
                  books and records) including, without limitation, lists of
                  customers, vendors and suppliers, records with respect to
                  pricing, volume, billing and payment history, cost, inventory,
                  machinery and equipment, mailing lists, distribution lists,
                  sales, purchasing and materials, technical processes,
                  production and testing techniques and procedures, marketing
                  research, design and manufacturing drawings and specifications
                  and other engineering data, promotional literature, training,
                  operations, equipment and other manuals, quotation,
                  correspondence, and other miscellaneous information, including
                  any such records which are maintained on computer;

            (N)   all service manuals, as well as all databases and knowledge
                  bases in their current forms listed in Section 1(N) of the
                  Disclosure Schedule; and

            (O)   all other rights, properties and assets of Optimal needed to
                  operate the Business as currently operated, except for the
                  Excluded Assets.

            Notwithstanding the purchase obligation of FTXS set forth in the
            introductory paragraph of this Section 1, Optimal Corp. shall sell,
            assign, transfer, convey and deliver to a wholly-owned subsidiary or
            affiliate of FTXS that is duly registered under Subdivision (d) of
            Division V of Part IX of the Excise Tax Act (Canada) and under
            Division I of Chapter VIII of Title I of the Quebec Sales Tax Act,
            and FTXS shall cause such wholly-owned corporation or affiliate to
            purchase, all of Optimal Corp.'s right, title and interest in and to
            the Purchased Assets held by Optimal Corp.

      2.    Excluded Assets. Notwithstanding anything to the contrary contained
            in Section 1 or elsewhere in this Agreement, the following property,
            undertakings and assets of Optimal (collectively, the "Excluded
            Assets") are not part of the sale and purchase contemplated
            hereunder, are excluded from the Purchased Assets and shall remain
            the property of Optimal after the Closing Date:

            (A)   all assets of Optimal and its Affiliates not needed to operate
                  the Business as currently operated;

            (B)   all rights of Optimal under this Agreement;


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            (C)   all real estate and real property leases other than the
                  Transferred Leases;

            (D)   all minute books, share transfer records and corporate seals;

            (E)   all insurance policies and rights thereunder;

            (F)   all Employee Benefit Plans and administration and services
                  contracts, or funding arrangements;

            (G)   all cash, marketable securities and other short-term
                  investments;

            (H)   head office furniture, equipment, etc. of non-Eligible
                  Employees;

            (I)   Excluded Intellectual Property;

            (J)   Tax refunds and Tax deductions; and

            (K)   telephone numbers and fax numbers listed in Section 2(K) of
                  the Disclosure Schedule.

      3.    Limited Assumption of Liabilities. Except as specifically set forth
            in this Section 3, Buyer is not assuming and will not be liable for
            any obligation to perform or pay for any of the debts, liabilities
            or obligations of Optimal, whether known or unknown, now or
            hereafter existing, absolute or contingent, liquidated or disputed
            and whether or not arising out of or related to the Purchased
            Assets, the Business or the consummation of the transactions
            contemplated in this Agreement (the "Transaction"). As the sole
            exception to the foregoing, as of the Closing Date, Buyer agrees to
            assume and become responsible for, and pay and discharge as and when
            due, all of the following liabilities and obligations of Optimal
            (collectively, the "Assumed Liabilities"):

            (A)   Any debts, liabilities or obligations relating to the Business
                  or the Purchased Assets (including, without limitation, the
                  Contracts, the Permits and the Permitted Encumbrances), of
                  whatsoever nature or character, whether absolute or
                  contingent, liquidated or disputed, relating to any matters
                  arising after the Closing Date and any other liabilities to be
                  assumed by Buyer as specifically provided in this Agreement;
                  provided, however, in no event shall Buyer assume any
                  liabilities or obligations to the extent such liabilities or
                  obligations are attributable to any breach or default by
                  Optimal under such Purchased Assets occurring on or before the
                  Closing Date, except to the extent included in the Closing
                  Balance Sheet which are taken into account in calculating the
                  Net Asset Value pursuant to Section 5;

            (B)   Current liabilities of the Business, consisting solely of
                  accounts payable, (including interest, fees and penalties
                  accrued prior to the Closing Date) accrued expenses, deferred
                  revenues and other current liabilities included in the Closing
                  Balance Sheet and included in the calculation of Net Asset
                  Value pursuant to Section 5;


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            (C)   Obligations with respect to Eligible Employees who accept
                  employment with Buyer, to the extent set forth in Section
                  9(B);

            (D)   Any claims made against Buyer that the Purchased Assets
                  infringe on any intellectual property rights or fail to comply
                  with any applicable Laws, but only to the extent that such
                  matters are listed in Section 3(D) of the Disclosure Schedule;
                  and

            (E)   All other liabilities included in the Closing Balance Sheet
                  which are taken into account in calculating the Net Asset
                  Value pursuant to Section 5.

      4.    Purchase Price and Allocation.

            (A)   The aggregate purchase price for the Purchased Assets (the
                  "Purchase Price") shall be, exclusive of applicable sales and
                  transfer taxes, U.S. Thirty-Five Million Dollars
                  (US$35,000,000), subject to the adjustments set forth in
                  Section 5(C), plus the assumption of the Assumed Liabilities.

            (B)   Buyer shall satisfy the Purchase Price at Closing by the
                  assumption of the Assumed Liabilities pursuant to the
                  Assignment and Assumption Agreement and by payment to Optimal
                  of U.S. Thirty-Five Million Dollars (US$35,000,000) by wire
                  transfer in immediately available funds to the bank accounts
                  of Optimal as per written instructions of Seller given to
                  Buyer at least two (2) Business Days prior to the Closing.

            (C)   The Purchase Price shall be allocated among (i) Optimal Corp.,
                  Optimal Inc. and Optimal Plc., as sellers, and (ii) the
                  Purchased Assets and Assumed Liabilities, in each case, as
                  relected in the Closing Balance Sheet, and goodwill. Ninety
                  percent (90%) of the difference between Purchase Price and the
                  amounts allocated among the Purchased Assets reflected in the
                  Closing Balance Sheet shall be allocated to goodwill of
                  Optimal Inc. and the remaining ten percent (10%) shall be
                  allocated to goodwill of Optimal Corp. Seller and Buyer shall
                  be bound by such allocation for all purposes, shall prepare
                  and file (or cause to be prepared and filed) all tax returns
                  in a manner consistent with such allocations, including
                  Internal Revenue's Form 8594, and shall not take any position
                  inconsistent with such allocation in any Tax return,
                  proceeding before any Governmental Authority or otherwise
                  without the prior written consent of the other parties to this
                  Agreement or unless specifically required pursuant to a
                  determination by an applicable Tax Authority. Had the Closing
                  occurred on December 31, 2003, the parties agree that the
                  Purchase Price would have been allocated as set forth in
                  Schedule 4(C) of the Disclosure Schedule.

      5.    Purchase Price Adjustment.

            (A)   In determining the Purchase Price, Buyer assumed that the
                  difference between the book value of the Purchased Assets and
                  the Assumed Liabilities, but excluding product and service
                  replacement parts


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                  inventory ("Net Asset Value") on the Closing Date, will be
                  U.S. Fourteen Million Five Hundred Thousand dollars
                  (US$14,500,000) (the "Assumed Net Asset Value"). Within sixty
                  (60) days following the Closing Date, each Seller shall, and
                  shall cause Optimal Plc. to, prepare and deliver to Buyer a
                  balance sheet of its respective portion of the Business as of
                  the Closing Date, which balance sheets (collectively, the
                  "Closing Balance Sheet") shall be prepared in accordance with
                  Canadian generally accepted accounting principles, applied on
                  a basis that is consistent with prior periods and shall be
                  audited by KPMG LLP as described in Exhibit 5(A). The Purchase
                  Price shall be either increased by the amount by which the Net
                  Asset Value derived from the Closing Balance Sheet exceeds the
                  Assumed Net Asset Value or decreased by the amount by which
                  the Assumed Net Asset Value exceeds the Net Asset Value
                  derived from the Closing Balance Sheet. Subject to Section
                  5(C) below, in the event of an increase in the Purchase Price,
                  the amount of such increase shall be immediately paid by Buyer
                  to Optimal Corp. in cash, by certified check or bank wire
                  transfer. 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.

            (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). At 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. Within sixty (60) days following the Closing Date,
                  Buyer will conduct a physical audit of all 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.

            (C)   If Buyer disputes the Closing Balance Sheet, the write-off
                  Seller makes in accordance with Section 5(b) or the detailed
                  list of inventory provided


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                  by Seller, or if Seller disputes the Inventory Audit, the
                  parties shall work together to resolve any such disagreements,
                  including, but not limited to, providing each other with such
                  information regarding the financial position of Seller as of
                  the Closing Date and the condition of product and service
                  replacement parts inventory, as each may reasonably request.
                  If the parties are unable to resolve their disagreement
                  regarding the Closing Balance Sheet or the Inventory Audit
                  within thirty (30) calendar days of Buyer's receipt of the
                  Closing Balance Sheet or Seller's receipt of the results of
                  the Inventory Audit, as the case may be, then the parties
                  shall submit the matter to an independent accounting firm
                  mutually acceptable to Buyer and Seller (the "Neutral
                  Accounting Firm"). The Neutral Accounting Firm shall act as an
                  arbitrator to determine only those issues still in dispute and
                  the Neutral Accounting Firm shall either adopt the position of
                  Seller or Buyer or determine an adjustment that is within the
                  range of positions of Seller and Buyer. If possible, the
                  Neutral Accounting Firm shall make its determination based
                  solely on presentations by Seller and Buyer; provided,
                  however, that if the Neutral Accounting Firm is unable to
                  reach a conclusion on this basis, the Neutral Accounting Firm
                  shall review such additional information and perform such
                  additional procedures as the Neutral Accounting Firm deems
                  reasonably necessary. The determination of the Neutral
                  Accounting Firm shall be made as promptly as practicable, but
                  in any event within thirty (30) days following the date on
                  which the dispute is submitted, shall be set forth in a
                  written statement delivered to Seller and Buyer, and shall be
                  final, binding and conclusive on the parties. The fees and any
                  expenses of the Neutral Accounting Firm shall be paid by Buyer
                  and Seller within fifteen (15) calendar days of such
                  determination as follows: (a) if the Neutral Accounting Firm
                  adopts the position of Seller, then Buyer shall bear such fees
                  and expenses; (b) if the Neutral Accounting Firm adopts the
                  position of Buyer, then Seller shall bear such fees and
                  expenses; or (c) if the Neutral Accounting Firm adopts a
                  position within the range of the positions of Buyer and
                  Seller, each party shall bear that percentage of such fees and
                  expenses deemed reasonable by the Neutral Accounting Firm in
                  light of the final determination and the original positions of
                  Buyer and Seller. If a retainer is required by the Neutral
                  Accounting Firm, the retainer shall be split equally between
                  Buyer and Seller; provided, however, that the retainer shall
                  be considered part of the fees and expenses of the Neutral
                  Accounting Firm and if either party has paid a portion of such
                  retainer, that party will be entitled to be reimbursed by the
                  other party to the extent required by this Section 5(C). In
                  the event a party does not comply with the procedure and time
                  requirements contained herein or such other procedure or time
                  requirements as the parties otherwise elect in writing, the
                  Neutral Accounting Firm shall render a decision based solely
                  on the evidence it has which was timely filed by either of the
                  parties.

      6.    Representations, Warranties and Covenants of Seller. Seller jointly
            and severally hereby represents and warrants to Buyer as follows:


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            (A)   Disclosure Schedule. The Seller's disclosure schedule attached
                  hereto (the "Disclosure Schedule") is divided into sections
                  that correspond to the sections of this Agreement.

            (B)   Organization. Each of Optimal Corp., Optimal Inc. and Optimal
                  Plc. is a corporation duly organized and validly existing
                  under the Laws of its jurisdiction of incorporation, and each
                  has the necessary corporate power, capacity and authority to
                  operate the Business as currently operated by Optimal and to
                  enter into this Agreement and the Ancillary Agreements to
                  which it is a party and to consummate the transactions
                  contemplated herein and therein. Optimal is duly qualified to
                  do business in every jurisdiction in which it currently
                  operates the Business.

            (C)   Authority. Optimal now has, and at Closing will have, full and
                  complete authority to enter into and execute this Agreement
                  and any Ancillary Agreements to which Optimal is a party and
                  any and all agreements, documents and instruments required in
                  connection with this Agreement and to otherwise perform its
                  obligations and consummate the transactions contemplated under
                  this Agreement and the Ancillary Agreements to which it is a
                  party. Optimal shall, immediately following the execution and
                  delivery of this Agreement, provide a notice of termination to
                  NCR Corporation under the asset purchase agreement dated March
                  3, 2004 by and among Optimal and NCR Corporation and its
                  affiliates (the "NCR Agreement"). The execution and the
                  delivery of this Agreement and the Ancillary Agreements to
                  which Optimal is a party and, except for approval by the
                  shareholders of Optimal Corp., the performance of the
                  transactions contemplated herein and therein have been duly
                  authorized by Seller and all corporate actions by Seller for
                  the authorization and consummation of the transactions
                  contemplated by this Agreement and the Ancillary Agreements to
                  which Optimal is a party have been taken. Subject to the
                  termination of the NCR Agreement, this Agreement has been
                  validly executed and delivered by and constitutes a valid and
                  binding obligation of Optimal, enforceable in accordance with
                  its terms and each of the Ancillary Agreements to which
                  Optimal is a party will be validly executed and delivered by
                  and will constitute valid and binding obligations of Optimal
                  enforceable, in each case, in accordance with their respective
                  terms, subject, however, to limitations with respect to
                  enforcement in connection with bankruptcy and to the extent
                  that equitable remedies such as specific performance and
                  injunctions are in the discretion of a court of competent
                  jurisdiction.

            (D)   Financial Statements. Attached hereto as Exhibit 6(D) is
                  Seller's unaudited balance sheet of the Business as of
                  December 31, 2003 (the "Unaudited Financial Statements"). The
                  Unaudited Financial Statements: (i) were prepared in
                  accordance with Canadian generally accepted accounting
                  principles, consistently applied, except for the absence of
                  notes and year-end adjustments; (ii) fairly represent in all
                  material respects the assets, liabilities, the results of
                  operations and cash flows of the Business


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            (E)   No Conflict or Default. Except as set forth in Section 6(E) of
                  the Disclosure Schedule, the execution and performance of this
                  Agreement and the Ancillary Agreements to which Optimal is a
                  party, the compliance with their provisions by Optimal, and
                  the transfer of the Purchased Assets to Buyer on the Closing
                  Date will not conflict with or result in any breach of any of
                  the terms, conditions or provisions of any agreement,
                  indenture, mortgage, or other instrument to which Optimal is a
                  party or by which it is bound, except such conflicts or
                  breaches which could not reasonably be expected to have a
                  Material Adverse Effect on the Business, and in any event
                  there are no breaches that would prevent Optimal from
                  performing its obligations under this Agreement or would give
                  any third party any right in the Purchased Assets. Further,
                  assuming (i) all required consents set forth in Section 6(E)
                  of the Disclosure Schedule have been obtained, (ii) Seller
                  Shareholders' approval, and (iii) all required authorizations,
                  approvals and consents of Governmental Authorities are
                  obtained, the execution and performance of this Agreement and
                  the Ancillary Agreements to which Optimal is a party, the
                  compliance with their respective provisions by Optimal, and
                  the transfer of the Purchased Assets to Buyer on the Closing
                  Date will Materially comply with all applicable Laws, and will
                  not conflict with, or result in the breach of, any of the
                  terms of Optimal's Articles, or other governing documents of
                  Optimal.

            (F)   Title to Assets. Optimal has good title to, or (in the case of
                  leases) a valid lease (in the Province of Quebec) or leasehold
                  interest (in all other jurisdictions) in, or right to use all
                  of the Purchased Assets and, at the Closing, Optimal's title
                  to the Purchased Assets will be free and clear of all security
                  interests, liabilities, conditions, pledges, liens, mortgages,
                  conditional sales contracts, attachments, hypothecations,
                  judgments, easements, claims and encumbrances of every kind
                  and nature (collectively, "Encumbrances"), other than
                  Permitted Encumbrances. Except as set forth in Section 6(F) of
                  the Disclosure Schedule, Optimal has the full and unrestricted
                  right and authority to sell the Purchased Assets, and at the
                  Closing will sell, assign, transfer, convey and deliver to
                  Buyer good title to the Purchased Assets, free and clear of
                  all Encumbrances, other than Permitted Encumbrances.

            (G)   Contracts. Except as set forth in Section 6(G)(i) of the
                  Disclosure Schedule, all of the Contracts are in full force
                  and are enforceable in accordance with their terms, and there
                  are no outstanding breaches or defaults (or which with or
                  without notice, lapse of time or both, could reasonably be
                  expected to, indirectly or in the aggregate, result in a
                  breach or default) under any of the Contracts on the part of
                  Optimal or to the Knowledge of Seller, on the part of the
                  other party (or parties) to such Contract which have had or
                  could reasonably be expected to have a Material Adverse Effect
                  on the Business. All duties and obligations required to be
                  performed by Optimal under each of the Contracts prior to
                  Closing have been so performed in all Material respects,
                  except to the extent that the liabilities relating to such
                  non-performance are Assumed Liabilities. Optimal has, in
                  respect of all Customer Contracts, Vendor Contracts and
                  Transferred Leases that are listed on Section 6(G)(ii) of


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                  the Disclosure Schedule, obtained the consent of the
                  contracting party prior to the Closing, or if the giving of
                  notice of such assignment is required under such Customer
                  Contracts, Vendor Contracts and Transferred Leases, the Seller
                  has provided such notice prior to the Closing. Except as set
                  forth in Section 6(G)(i) of the Disclosure Schedule, to the
                  Knowledge of Seller, no other party to any of the Contracts is
                  threatened with insolvency. Assuming all required consents are
                  obtained, the execution, delivery, consummation and
                  performance of this Agreement and the Ancillary Agreements to
                  which Optimal is a party and the transactions contemplated
                  herein and therein will not cause Optimal to be in material
                  breach of any of the Contracts. Sections 1(A), 1(B), 1(C),
                  1(E) and 1(F) of the Disclosure Schedule contain accurate,
                  correct and complete lists of the (i) customer contracts, (ii)
                  supplier, subcontractor and vendor contracts, (iii) third
                  party computer software and related maintenance contracts,
                  (iv) leases of real property and (v) other contracts of
                  Optimal needed to operate the Business as currently operated
                  by Optimal.

            (H)   Permits. Section 6(H) of the Disclosure Schedule contains an
                  accurate, correct and complete list of the Permits that are
                  Material to the operation of the Business as currently
                  operated by Optimal. The Permits are valid and in full force
                  and effect and there are no pending or, to the Knowledge of
                  Seller, threatened proceedings which could result in the
                  termination, revocation, limitation or impairment of any of
                  the Permits, except for any termination, revocation,
                  limitation or impairment which could not reasonably be
                  expected to have a Material Adverse Effect on the Business.

            (I)   Intellectual Property.

                  (i)   Section 6(I)(i) of the Disclosure Schedule sets out
                        Optimal's issued patents, patent applications,
                        applications and registrations for Trade-marks,
                        applications and registrations for Copyright, Domain
                        Names, and the computer software, in each case, that are
                        Material to the operation of the Business as currently
                        operated by Optimal.

                  (ii)  Except as set out in Section 6(I)(ii) of the Disclosure
                        Schedule, Optimal has all right, title and interest in
                        and to the Purchased Intellectual Property owned by
                        Optimal and the right to use the Purchased Intellectual
                        Property licensed by Optimal from third parties. To the
                        Knowledge of Seller, the Purchased Intellectual Property
                        owned by Optimal does not interfere with, infringe upon,
                        misappropriate or violate any intellectual property
                        rights of any Person except as set forth in Section
                        6(I)(ii) of the Disclosure Schedule. Except as set forth
                        in Section 6(I)(ii) of the Disclosure Schedule, Optimal
                        has not received any written charge, complaint, claim,
                        demand, or notice alleging any such interference,
                        infringement, misappropriation, or violation (including
                        any claim that Optimal must license or refrain from
                        using any intellectual property rights of any Person
                        relating to


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<PAGE>

                        the Purchased Intellectual Property). To the actual
                        knowledge of the senior officers of Optimal Corp. listed
                        in Section 6(I)(ii) of the Disclosure Schedule, without
                        inquiry, Optimal has not received any of the items set
                        forth in the prior sentence verbally. To the Knowledge
                        of Seller, no Person has interfered with, infringed
                        upon, misappropriated, or violated any Intellectual
                        Property owned by Optimal. Seller will make available to
                        Buyer complete and correct copies of all user and
                        technical documentation in its possession related to the
                        Intellectual Property.

                  (iii) All of the issued Patents, patent applications,
                        Trade-mark registrations and applications, Copyright
                        registrations and applications, Domain Names, if any,
                        owned by Optimal and listed in Section (I)(i) of the
                        Disclosure Schedule are currently in compliance in all
                        Material respects with formal legal requirements
                        (including payment of filing, examination and
                        maintenance fees and proofs of working or use), and, to
                        the Knowledge of Seller, are valid and enforceable, and
                        are not subject to any maintenance fees or actions
                        falling due after the Closing Date other than in the
                        ordinary course of the operation of the Business.

                  (iv)  Except as set forth in Section 6(I)(iv) of the
                        Disclosure Schedule, Optimal has not transferred
                        ownership of or granted any exclusive or non-exclusive
                        license of or right to use any Purchased Intellectual
                        Property, to any Person.

                  (v)   Seller has generally taken all appropriate actions to
                        protect the confidential and proprietory nature of the
                        Purchased Intellectual Property, including, without
                        limitation, by generally requiring its employees,
                        consultants and contractors to execute appropriate
                        confidentiality and assignment agreements. None of the
                        senior officers of Optimal Corp. listed in Section
                        6(I)(ii) of the Disclosure Schedule has actual
                        knowledge, without inquiry, of any violation or
                        unauthorized disclosure of any Trade Secret or other
                        confidential information related to the Business.

                  (vi)  No employee or former employee of Optimal has claimed
                        any right in the U-Scan Software. The U-Scan Software
                        does not have embedded in its object or sources code any
                        freeware or open-source software.

            (J)   Inventory. All items of Inventory, including those set forth
                  in Section 1(D) of the Disclosure Schedule, other than product
                  service replacement parts inventory, consist of quality
                  finished goods in the ordinary course of the operations of the
                  Business. Except as set forth in Section 6(J) of the
                  Disclosure Schedule, to the Knowledge of Seller, Optimal is
                  not in possession of any Inventory that is not owned by
                  Optimal, including goods already sold.


                                      -66-
<PAGE>

            (K)   Real Property Leased by Seller. All real property and
                  facilities used by Seller or its Affiliates in the conduct of
                  the Business are listed in Section 6(K) of the Disclosure
                  Schedule. None of the real property listed in Section 6(K) of
                  the Disclosure Schedule is owned by Optimal. In the case of
                  such real property located at 4700 de la Savane, Montreal,
                  Quebec and leased by Optimal Corp. as lessee, Optimal Corp.
                  has a valid lease in respect thereof and Optimal Corp.'s
                  right, title and interest thereunder is free and clear of all
                  liens, charges, purchase rights, claims, pledges, mortgages,
                  security interests or encumbrances, other than Permitted
                  Encumbrances. In the case of such real property located at 651
                  Route 3 and 661 Route 3, Unit D, Plattsburgh, New York and
                  leased by Optimal Inc. as lessee, Optimal Inc. has a valid
                  leasehold interest therein, free and clear of all liens,
                  charges, purchase rights, claims, pledges, mortgages, security
                  interests or encumbrances, other than Permitted Encumbrances.
                  Except as set forth in Section 6(K) of the Disclosure
                  Schedule, each of the Transferred Leases may be freely
                  assigned, assumed or sublet, is valid and in full force and
                  effect, and there is not pending or, to the Knowledge of
                  Seller, threatened any proceedings which could reasonably be
                  expected to result in the termination, revocation, limitation
                  or impairment of any of the Transferred Leases. All payments
                  required to be made by Seller pursuant to the Transferred
                  Leases have been duly made or shall otherwise have been
                  reflected or accounted for on the Closing Balance Sheet.
                  Except as set forth in Section 6(K) of the Disclosure
                  Schedule, the real property set forth therein (the "Real
                  Property"), (A) is, to the Knowledge of Seller, leased solely
                  by Seller; (B) is, to the Knowledge of Seller, in compliance
                  in all Material respects with all applicable Laws; and (C)
                  there are no pending or, to the Knowledge of Seller,
                  threatened condemnation proceedings, lawsuits, or
                  administrative actions relating to the Real Property which
                  could reasonably be expected to have a Material Adverse Effect
                  on the Business.

            (L)   Litigation. Except as set forth in Section 6(L) of the
                  Disclosure Schedule, there is no litigation, proceeding, or to
                  the Knowledge of Seller, governmental investigation pending,
                  or to the Knowledge of Seller, threatened in front of any
                  court, arbitration board, administrative agency, or tribunal
                  against or relating to Optimal which could affect the
                  Purchased Assets, the Business, or the consummation of this
                  Agreement or the sale, transfer or assignment of the Purchased
                  Assets by Optimal.

            (M)   Compliance with Law. Optimal has conducted the Business in
                  compliance in all Material respects with all Laws.
                  Additionally, Optimal has not received any written notice of
                  any violation or alleged violation of any Law or of the
                  commencement of any investigation with respect to Optimal's
                  compliance with all Laws. Optimal has not had any
                  environmental audits, reports and other material environmental
                  documents or safety inspection reports prepared by any
                  employees or consultants of Optimal or by any governmental
                  authorities relating to the Business since December 31, 2003.


                                      -67-
<PAGE>

            (N)   Brokers' Fees. Optimal has no liability or obligation to pay
                  any fees or commissions to any broker, finder or agent with
                  respect to the transactions contemplated by this Agreement.

            (O)   No Material Adverse Change. Since December 31, 2003, there
                  have been no changes affecting the Business which have had or
                  could reasonably be expected to have a Material Adverse Effect
                  on the Business or the Purchased Assets, and Optimal has
                  operated the Business only in the ordinary course of business
                  consistent with past practices.

            (P)   Accounts Receivable. All Accounts Receivable to be transferred
                  to Buyer under this Agreement arose from valid transactions
                  for goods sold or services rendered. The list of Accounts
                  Receivable listed in Section 1(K) of the Disclosure Schedule
                  is a true, accurate and complete list of such accounts
                  generated in the operation of the Business and existing as of
                  the date hereof and, as updated as of the Closing Date.

            (Q)   Tax Matters.

                  (i)   No failure, in any material respect, of Seller to duly
                        and timely pay all Taxes, including all installments on
                        account of Taxes for the current year, that are due and
                        payable by it will result in an Encumbrance on the
                        Purchased Assets.

                  (ii)  To the Knowledge of Seller, there are no material
                        proceedings, investigations, audits or claims now
                        pending or threatened against Optimal in respect of any
                        Taxes and there are no material matters under
                        discussion, audit or appeal with any Governmental
                        Authority relating to Taxes, which will result in an
                        Encumbrance on the Purchased Assets, and Optimal has not
                        been informed in writing by any jurisdiction in which it
                        currently does not file a Tax Return that it is or may
                        be subject to taxation.

                  (iii) Optimal, in all material respects, has duly and timely
                        withheld all Taxes and other amounts required by Law to
                        be withheld by it (including Taxes and other amounts
                        required to be withheld by it in respect of any amount
                        paid or credited or deemed to be paid or deemed to be
                        credited by it or for the account or benefit of any
                        Person, including any Employees, officers or directors
                        and any non-resident Person), and has duly and timely
                        remitted to the appropriate Governmental Authority such
                        Taxes and other amounts required by Law to be remitted
                        by it.

                  (iv)  Optimal, in all material respects, has duly and timely
                        collected all amounts on account of any sales or
                        transfer taxes, including goods and services, harmonized
                        sales and provincial or territorial sales taxes,
                        required by Law to be collected by it and has duly and
                        timely remitted to the appropriate Governmental
                        Authority any such amounts required by Law to be
                        remitted by it.


                                      -68-
<PAGE>

                  (v)   Optimal Corp. is not a non-resident of Canada within the
                        meaning of the Income Tax Act (Canada) and the Taxation
                        Act (Quebec).

                  (vi)  All Purchased Assets which are taxable Canadian property
                        within the meaning of the Income Tax Act (Canada) or
                        taxable Quebec property within the meaning of the
                        Taxation Act (Quebec) will be sold by Optimal Corp.

                  (vii) Any Purchased Asset which is a United States real
                        property interest as defined in Section 897(c) of the
                        Internal Revenue Code of 1986, as amended (the "Code"),
                        is owned and will be transferred to Buyer by a "United
                        States person" within the meaning of Section 7701(a)(30)
                        of the Code.

            (R)   Absence of Undisclosed Liabilities. Except as disclosed in
                  Section 6(R) of the Disclosure Schedule, there is no Material
                  liability of Optimal relating to the operation of the Business
                  or the Purchased Assets that is not reflected or reserved
                  against in the Unaudited Financial Statements, and current
                  liabilities incurred in the ordinary course of the operation
                  of the Business since the Unaudited Financial Statements.

            (S)   Environmental, Health & Safety Compliance. Neither the conduct
                  nor operation of the Business, nor, to the Knowledge of
                  Seller, any condition of the Transferred Leases violates any
                  Law concerning public health and safety, worker health and
                  safety, and pollution or protection of the environment
                  ("Environmental, Health and Safety Requirements"), except for
                  any violation which could not reasonably be expected to have a
                  Material Adverse Effect on the Business, and Optimal has not
                  received any written notice stating that the operation or
                  condition of any of the property underlying the Transferred
                  Leases is in violation of any Environmental, Health, and
                  Safety Requirements.

            (T)   Relationships with Affiliates. Except as disclosed in Section
                  6(T) of the Disclosure Schedule, following the Closing neither
                  Optimal nor any of its Affiliates will have any interest in
                  any of the Purchased Assets. Neither Optimal nor any of its
                  Affiliates owns, of record or as a beneficial owner, an equity
                  interest or any other financial or profit interest in any
                  Person that has (a) business dealings or a material financial
                  interest in any transaction with Optimal other than business
                  dealings or transactions disclosed in Section 6(T) of the
                  Disclosure Schedule, or (b) engaged in competition with
                  Optimal with respect to the Business in any market presently
                  served by Optimal.

            (U)   Employees.

                  (i)   Each plan, program, compensation plan, or employee
                        benefit arrangement, whether written or oral, for the
                        benefit of employees and maintained by Optimal is listed
                        in Section 6(U)(i) of the Disclosure Schedule (the
                        "Employee Benefit Plan") and


                                      -69-
<PAGE>

                        copies or descriptions of each such Employee Benefit
                        Plan have been delivered or made available to Buyer.
                        During the last six years, neither Optimal, nor any
                        member of a controlled group of organizations (within
                        the meaning of Sections 414(b), (c), (m) and (o) of the
                        Code) of which Optimal is a member has maintained or has
                        been obligated to make contributions to, any plan
                        subject to Title IV of ERISA. Buyer shall be responsible
                        only for the severance obligations with respect to those
                        Eligible Employees who accept employment with Buyer in
                        accordance with Section 9, recognizing the years of
                        service of such Eligible Employee(s) with Seller, but
                        otherwise determined in accordance with severance
                        obligations under Buyer's benefit plans or employment
                        agreements which Buyer enters into with such Eligible
                        Employees; provided, however, that Buyer's
                        responsibility shall in no event be for less than the
                        amount that any such Eligible Employee shall be entitled
                        to under applicable Law, Seller hereby representing that
                        Optimal has not agreed to any severance arrangements
                        with any Eligible Employees, except for those Eligible
                        Employees listed in Section 6(U)(i)(a) of the Disclosure
                        Schedule. Seller will comply with the health care
                        continuation requirements of Section 601 et seq. of
                        ERISA ("COBRA") with respect to Eligible Employees and
                        their eligible covered dependents.

                  (ii)  Section 6(U)(ii) of the Disclosure Schedule contains:
                        (1) a list of the Eligible Employees; (2) except as set
                        forth in Section 6(U)(ii) of the Disclosure Schedule,
                        the current annual total compensation provided by
                        Optimal to each such Eligible Employee; (3) a list of
                        any increase presently scheduled (including the
                        effective date thereof) in the rate of base or other
                        compensation of any the Eligible Employees; and (4) the
                        title and location of each such Eligible Employee. Each
                        Eligible Employee is currently employed in the Business.

                  (iii) Optimal is not a party to or bound by any union contract
                        or collective bargaining agreement with respect to the
                        operation of the Business and has not experienced with
                        respect to the operation of the Business any strike,
                        grievance or any arbitration proceeding, Material claim
                        of unfair labour or compensation practices filed or
                        threatened to be filed or any other Material labour
                        difficulty.

                  (iv)  All of the Eligible Employees are United States,
                        Canadian or the United Kingdom citizens, or lawful
                        permanent residents of the United States, Canada or the
                        United Kingdom.

                  (v)   All payroll records provided by Seller to Buyer for
                        Eligible Employees for the period from January 1, 2003
                        to the Closing Date, are accurate.


                                      -70-
<PAGE>

            (V)   Customers and Vendors.

                  (i)   Section 6(V)(i) of the Disclosure Schedule contains a
                        true and complete list of the top ten purchasers of the
                        Business's products and services by dollar volume, and
                        the dollar amount of purchases by each such purchaser
                        during the 12 months ended December 31, 2003 and the
                        aggregate dollar amount of all such purchases from
                        January 1, 2004 to the most recent fiscal month end
                        prior to the date hereof. Except as set forth in Section
                        6(V)(i) of the Disclosure Schedule, since January 1,
                        2004, no such purchaser has terminated its relationship
                        with the Optimal, or notified Optimal in writing of its
                        intention (for any reason) to terminate its relationship
                        with Optimal.

                  (ii)  Section 6(V)(ii) of the Disclosure Schedule contains a
                        true and complete list of the top ten suppliers to the
                        Business by dollar volume during the 12 months ended
                        December 31, 2003 and the aggregate dollar amount of the
                        Business's purchases from such suppliers during 2003 and
                        from January 1, 2004 to the most recent fiscal month end
                        prior to the date hereof. Since January 1, 2004, no such
                        supplier has terminated its relationship with the
                        Business or notified the Seller in writing of its
                        intention (for any reason) to terminate such
                        relationship with Seller.

                  (iii) To the actual knowledge of the senior officers of
                        Optimal Corp. listed in Section 6(I)(ii) of the
                        Disclosure Schedule, without inquiry, Optimal has not
                        received any verbal notice referred to in (i) and (ii)
                        above.

            (W)   Insurance. Optimal maintains insurance policies covering the
                  Business and the Purchased Assets in amounts and in scope of
                  coverage that are typical and customary for similarly situated
                  businesses and, except as set forth in Section 6(W) of the
                  Disclosure Schedule, all such insurance policies are in full
                  force and effect.

            (X)   Equipment. Each item of property, plant, equipment and other
                  tangible personal property included in the Purchased Assets is
                  in good working order and repair (normal wear and tear
                  excepted, and having regard to their use and age).

            (Y)   Purchased Assets. Other than the Purchased Assets and the
                  Excluded Assets, no other assets or Intellectual Property are
                  needed to carry out the operation of the Business
                  substantially in the manner operated by Optimal in the
                  ordinary course prior to the Closing.

            (Z)   The summary of the provisions of the NCR Agreement contained
                  under the headings "No Solicitation and Break Fee" and
                  "Termination of U-Scan Purchase Agreement" on page 91 of the
                  joint management circular and proxy statement dated March 5,
                  2004 forming part of the Proxy Materials is true, accurate and
                  complete.


                                      -71-
<PAGE>

      7.    Buyer's Representations and Warranties. Buyer jointly and severally
            represents and warrants to Seller as follows:

            (A)   Buyer's Disclosure Schedule. The Buyer's disclosure schedule
                  attached hereto (the "Buyer's Disclosure Schedule") is divided
                  into sections that correspond to the sections of this
                  Agreement.

            (B)   Organization. FTXS is a corporation validly existing, and in
                  good standing under the Laws of its jurisdiction of
                  incorporation, and has the necessary corporate power and
                  authority to enter into this Agreement and the Ancillary
                  Agreements and to consummate the transactions contemplated
                  herein and therein.

            (C)   Authority. Buyer now has, and at Closing will have, full and
                  complete authority to enter into and execute this Agreement,
                  the Ancillary Agreements and all agreements and instruments
                  required in connection with this Agreement and to otherwise
                  perform its obligations hereunder and thereunder. The
                  execution and the delivery of this Agreement, the Ancillary
                  Agreements and the performance of the transactions
                  contemplated herein and therein have been duly authorized by
                  Buyer, and all corporate actions by Buyer for the
                  authorization and consummation of the transactions
                  contemplated by this Agreement and the Ancillary Agreements
                  have been taken. This Agreement has been validly executed and
                  delivered by and constitutes a valid and binding obligation of
                  Buyer, and each of the Ancillary Agreements will be validly
                  executed and delivered and will constitute valid and binding
                  obligations of Buyer enforceable, in each case, in accordance
                  with their respective terms, subject, however, to limitations
                  with respect to enforcement in connection with bankruptcy and
                  to the extent that equitable remedies such as specific
                  performance and injunctions are in the discretion of a court
                  of competent jurisdiction.

            (D)   Approvals. No consent or approval of any Person or
                  Governmental Authority is required for the execution, delivery
                  and performance of this Agreement and the Ancillary Agreements
                  and the documents to be delivered at the Closing by Buyer, and
                  neither the execution, delivery or performance, nor the
                  consummation of the transactions contemplated herein or
                  therein, will result in a breach of any provision of Buyer's
                  organizational documents or any Law that would have a Material
                  Adverse Effect on Buyer's ability to perform its obligations
                  hereunder or thereunder.

            (E)   Broker or Finder's Fee. Buyer has no liability or obligation
                  to pay any fees or commissions to any broker, finder or agent
                  with respect to the transactions contemplated by this
                  Agreement.

            (F)   No Conflict or Default. The execution and performance of this
                  Agreement, the compliance with its provisions by Buyer, the
                  purchase of the Purchased Assets, the assumption of the
                  Assumed Liabilities and the payment of the Purchase Price to
                  Seller on the Closing Date will not conflict with or result in
                  any breach of any of the terms, conditions, or


                                      -72-
<PAGE>

                  provisions of any agreement, indenture, mortgage, or other
                  instrument to which Buyer is a party or by which it is bound,
                  except such breaches which could not reasonably be expected to
                  have a Material Adverse Effect on Buyer, and in any event
                  there are no breaches that would prevent Buyer from performing
                  under this Agreement. Further, the execution and performance
                  of this Agreement and the Ancillary Agreements, the compliance
                  with their respective provisions by Buyer, and the purchase of
                  the Purchased Assets by Buyer on the Closing Date will
                  Materially comply with all applicable Laws and will not
                  conflict with, or result in the breach of, any of the terms of
                  Buyer's Articles of Incorporation, or other governing
                  documents of Buyer. The consummation of the transactions
                  comtemplated in this Agreement will not require the consent of
                  any Person with respect to any Material rights, licenses,
                  leases, contracts or agreements of Buyer and will not result
                  in any breach of or default under any such rights, licenses,
                  leases, contracts or agreements.

            (G)   Knowledge. Buyer has no Knowledge of any fact or circumstance
                  which would constitute a breach by Seller of Seller's
                  representations and warranties in this Agreement and, except
                  as disclosed prior to Closing, as of the Closing Date, Buyer
                  will have no Knowledge of any fact or circumstance which would
                  constitute a breach by Seller of Seller's representations and
                  warranties in this Agreement or in any Ancillary Agreement or
                  Closing documents delivered to Buyer pursuant to this
                  Agreement.

      8.    Pre-Closing Covenants of Seller. Seller hereby jointly and severally
            covenants and agrees as follows:

            (A)   Maintenance of the Purchased Assets. Until the earlier of
                  Closing and termination of this Agreement, Seller shall not,
                  and shall cause Optimal Plc. not to, lease, sell or dispose of
                  any of the Purchased Assets other than in the ordinary course
                  of the operation of the Business consistent with past practice
                  or otherwise except with the prior written consent of Buyer,
                  which consent shall not be unreasonably withheld, conditioned
                  or delayed.

            (B)   Continuity. Until the earlier of Closing and termination of
                  this Agreement, Seller shall take or refrain, and cause
                  Optimal Plc. to take or refrain from taking, the following
                  actions:

                  (i)   Optimal will carry on the operation and maintenance of
                        the Business only in the ordinary course of the
                        operation of the Business consistent with past
                        practices;

                  (ii)  Optimal will use all commercially reasonable efforts to
                        maintain and preserve relationships with the present
                        customers and vendors of the Business and the Eligible
                        Employees;

                  (iii) Optimal will maintain its books, accounts and records
                        relating to the Business on a basis consistent with that
                        of prior periods;


                                      -73-
<PAGE>

                  (iv)  Optimal will not do any act or omit to do any act or
                        permit any act or omission to act that will cause a
                        breach of any Customer Contract or Material Vendor
                        Contract, nor will Optimal terminate, accelerate, cancel
                        or modify any such contract, without Buyer's consent,
                        not to be unreasonably withheld;

                  (v)   Optimal will maintain in full force and effect the
                        insurance covering the Purchased Assets currently in
                        force or their substantial equivalent;

                  (vi)  Optimal will use all commercially reasonable efforts to
                        cooperate with Buyer and provide reasonable access to
                        Buyer to the Business and operations of Optimal in
                        relation to the Business during ordinary business hours
                        and upon reasonable advance written notice to Leon
                        Garfinkle from the Effective Date to the earlier of the
                        Closing Date and the date of termination of this
                        Agreement, it being understood that Optimal will provide
                        Buyer immediate reasonable access to the service part of
                        the Business so as to assist Buyer in preparing to
                        provide uninterrupted service to Customers of the
                        Business following Closing;

                  (vii) Optimal will not incur any Material obligation or
                        liability in relation to the Business or enter into any
                        transaction Material to the Business, other than in the
                        ordinary course of the operation of the Business and
                        consistent with past practices;

                 (viii) Optimal will not mortgage, pledge or subject to any
                        Encumbrance any of the Purchased Assets, other than
                        Permitted Encumbrances;

                  (ix)  Optimal will not enter into any Material contracts in
                        relation to the Business, except in the ordinary course
                        of the operation of the Business consistent with past
                        practices, without the prior written consent of Buyer,
                        not to be unreasonably withheld;

                  (x)   Optimal will not discontinue the sales of any products
                        or services of the Business;

                  (xi)  Optimal will not increase any salary or wage or declare
                        or pay any bonus, or enter into any new employment
                        agreement with any Eligible Employee or make new
                        commitments or promises to any Eligible Employee; and

                  (xii) Optimal will not enter into any agreement or make any
                        commitment to do any of the foregoing.

            (C)   Exclusivity. Until the earlier of Closing and termination of
                  this Agreement, Seller will not, and will not permit Optimal
                  Plc. or any of its or Optimal Plc.'s officers, directors,
                  employees or agents (Seller


                                      -74-
<PAGE>

                  Representatives) to solicit, initiate, encourage, entertain,
                  participate in or respond to inquiries or proposals, or
                  provide any information or participate in any negotiations or
                  discussions concerning any proposal, acquisition or purchase
                  of all or any substantial portion of the assets or stock of
                  Optimal, any merger or consolidation of Optimal or any of its
                  subsidiaries with any third party, which might reasonably be
                  expected to interfere with the completion of the Transaction.
                  Seller agrees that it will immediately notify FTXS regarding
                  any inquiries made to Optimal, its subsidiaries, or their
                  respective Representatives and any other person or entity
                  regarding any such offer or proposal or any related inquiry.
                  Nothing in this Agreement shall limit Optimal's ability to
                  take any action (i) to defend itself against any dispute or
                  claim made by NCR Corporation or its affiliates in connection
                  with the NCR Agreement or (ii) in connection with the
                  termination of the NCR Agreement.

            (D)   Meeting of Seller Shareholders.

                  (i)   Seller will take all action necessary in accordance with
                        applicable Law, its Certificate of Continuance and
                        By-laws, and the rules of the Nasdaq Stock Market to
                        duly call, give notice of, convene and hold, as promptly
                        as reasonably practicable after the date hereof, a
                        meeting (the "Shareholders' Meeting") of the holders of
                        Optimal Corp. shares (the "Seller Shareholders") for the
                        purpose of seeking approval of this Agreement and the
                        Transaction and shall submit this Agreement and the
                        Transaction for approval by Seller Shareholders at such
                        meeting or any adjournment thereof.

                  (ii)  The board of directors of Optimal Corp. (the "Optimal
                        Board") shall recommend approval of the Transaction by
                        the Seller Shareholders at the Shareholders' Meeting or
                        any adjournment thereof and shall include such
                        recommendation in the Proxy Materials, subject only to
                        the right of the Optimal Board to withdraw its
                        recommendation upon termination of this Agreement in
                        accordance with its terms.

                  (iii) As promptly as practicable after the execution of this
                        Agreement, Seller shall prepare proxy materials or such
                        other documentation as is required by applicable Laws to
                        solicit from the Seller Shareholders proxies in favour
                        of the approval of this Agreement and the Transaction
                        (together with any amendment or supplement thereto, the
                        "Proxy Materials"), which Proxy Materials shall be in
                        compliance with applicable Laws. Prior to distributing
                        the Proxy Materials, Buyer shall be given the
                        opportunity to review and comment on the accuracy of the
                        disclosure contained in the sections of the Proxy
                        Materials relating exclusively to the background to the
                        Transaction and the description of this Agreement and
                        any Ancillary Agreements.

            (E)   Notification. Until the earlier of Closing and termination of
                  this Agreement, Seller shall promptly notify Buyer in writing
                  if it becomes


                                      -75-
<PAGE>

                  aware of any fact or condition that, in Seller's reasonable
                  determination, causes or constitutes a breach of any of
                  Seller's representations and warranties made as of the
                  Effective Date.

      9.    Additional Covenants. Each of the parties hereto, as the case maybe,
            hereby covenant and agree as follows:

            (A)   Taxes. Notwithstanding anything herein to the contrary:

                  (i)   Sales and Transfer Taxes. Buyer shall be liable for, and
                        shall indemnify and save Seller and its directors,
                        officers, employees, agents and managers harmless from,
                        any and all sales and transfer Taxes, registration
                        charges and transfer fees payable in respect of the
                        purchase and sale of the Purchased Assets. To the exent
                        required by applicable Law, Seller shall collect from
                        Buyer and Seller shall pay directly to the appropriate
                        Governmental Authority, all such Taxes.

                  (ii)  Goods and Services Tax and Quebec Sales Tax Election.
                        Optimal and Buyer shall jointly elect, under subsection
                        167(1) of Part IX of the Excise Tax Act (Canada) (the
                        "ETA"), section 75 of the Quebec Sales Tax Act, and any
                        equivalent or corresponding provision under any
                        applicable provincial or territorial legislation
                        imposing a similar value added or multi-staged Tax, that
                        no Tax be payable with respect to the purchase and sale
                        of the Purchased Assets under this Agreement. Optimal
                        and Buyer shall make such election(s) in prescribed form
                        containing prescribed information and Buyer shall, on a
                        timely basis, file such election(s) in compliance with
                        the requirements of the applicable Laws. Buyer shall
                        indemnify and save harmless Optimal from and against any
                        such Tax imposed on Optimal as a result of any failure
                        or refusal by any Governmental Authority to accept any
                        such election.

                  (iii) Accounts Receivable Election. In accordance with the
                        requirements of the Income Tax Act (Canada), the
                        regulations thereunder, the administrative practice and
                        policy of the Canada Revenue Agency and any applicable
                        equivalent or corresponding provincial or territorial
                        legislative, regulatory and administrative requirements,
                        Optimal and Buyer shall make and file, in prescribed
                        form and in a timely manner, a joint election to have
                        the rules in section 22 of the Income Tax Act (Canada),
                        and any equivalent or corresponding provision under
                        applicable provincial or territorial Tax legislation,
                        apply in respect of the Accounts Receivable, and shall
                        designate therein that portion of the Purchase Price
                        allocated to the Accounts Receivable.

                  (iv)  Filing of Tax Returns. Buyer and Optimal shall prepare
                        and file their respective Tax Returns in a manner
                        consistent with the elections referred to in this
                        Section 9(A). If a party fails to file its Tax Returns
                        in such manner, it shall indemnify and save


                                      -76-
<PAGE>

                        harmless the other party in respect of any resulting
                        Taxes and legal and accounting expenses paid or incurred
                        by the other party.

                  (v)   Certain U.S. Sales and Use Taxes. Optimal may invoice
                        Buyer the amount of any U.S. state or local sales or use
                        taxes imposed on Optimal under applicable law in
                        connection with the sale of equipment and inventory
                        under this Agreement, and if applicable, will list the
                        taxing jurisdiction imposing the Tax on such invoice.
                        Buyer agrees to pay all such U.S. state or local sales
                        or use Taxes to Optimal which are stated on an invoice
                        submitted by Optimal promptly upon receipt of such
                        invoice. Optimal agrees to timely remit such Taxes to
                        the appropriate taxing authorities.

                  (vi)  U.S. Sales Tax Exemptions. If the applicable Law
                        permits, Buyer shall provide Seller with a certificate
                        or other mandated document evidencing Buyer's exemption
                        from payment of, or liability for sales and use taxes as
                        authorized or required by statute, regulation,
                        administrative pronouncement, or other Law of the
                        jurisdiction providing said exemption. If the applicable
                        Law permits the exemption but does not also provide an
                        exemption procedure, then Optimal will not collect such
                        Taxes if Buyer furnishes Optimal with a letter from a
                        Director or higher level executive that describes the
                        exemption, identifies the applicable statute,
                        regulation, administrative pronouncement, or other Law
                        of the jurisdiction that both allows such exemption and
                        does not require an exemption certificate; provided,
                        however, that Buyer shall indemnify Optimal for any such
                        Taxes subsequently determined to be due and payable.

                  (vii) Personal and Real Property Taxes. Buyer and Optimal
                        agree that personal and real property Taxes and
                        assessments levied or assessed upon the Purchased Assets
                        (excluding any sales, use, transfer or similar Taxes
                        covered by Sections 9(A)(i) through 9(A)(vi), the
                        apportionment and payment of which shall be governed by
                        those sections) shall be prorated between the Buyer and
                        Optimal in direct proportion to the number of days each
                        party has ownership of the subject property during the
                        current Tax year. The total amount to be prorated shall
                        represent one full years Taxes and assessments resulting
                        from the assessment date or Tax lien date occurring
                        during the current Tax year, including all Taxes and
                        special assessments assessed upon the subject property
                        and included on the property Tax bills that are payable
                        to the appropriate state and local agencies during the
                        current or future Tax years. This proration shall be
                        based upon the current tax year's actual Taxes and
                        assessments, if known, or upon a reasonable estimate of
                        the current Tax year's taxes and assessments if the
                        current Tax year's Taxes and assessments are not known
                        at the time of closing. Buyer shall pay to Optimal at
                        Closing its pro rata share of personal and real property
                        Taxes as


                                      -77-
<PAGE>

                        determined under the terms of this paragraph. Optimal
                        shall remain responsible for filing all property Tax
                        returns, paying all Tax bills and assessments, and
                        addressing all audits pertaining to property Taxes
                        assessed upon the assets subject to this agreement for
                        Tax years with an assessment date or Tax lien date
                        occurring before the Closing Date of the transaction
                        proposed within this agreement. Optimal shall also
                        reimburse the Buyer for all Taxes and other expenses
                        which are the responsibility of Optimal pursuant to this
                        paragraph 9(A)(vii) and which are paid by Buyer to
                        remedy any unpaid property Taxes assessed upon the
                        subject assets for the current tax year, should the
                        Buyer find it necessary to make such payment(s) on
                        behalf of Optimal to protect clear title of the subject
                        assets and avoid any liens or encumbrances resulting
                        from such unpaid Taxes.

            (B)   Employee Matters.

                  (i)   At Closing, Buyer shall have extended offers of
                        employment to those employees of Optimal identified on
                        Section 6(U)(ii) of the Disclosure Schedule (the
                        "Eligible Employees"), on comparable but not less
                        favorable terms and conditions of employment in the
                        aggregate as Optimal employed such individuals on the
                        Closing Date. Buyer shall not, however, in any event
                        have any responsibility for any employee litigation or
                        potential litigation matters listed in Section 9(B)(i)
                        of the Disclosure Schedule, nor for any other
                        employment-related claims, including but not limited to
                        claims for severance, asserted by any employee of Seller
                        (except for claims brought by Eligible Employees who
                        accept Buyer's offer of employment and related to
                        Buyer's actions occurring after such acceptance). The
                        parties hereto agree to coordinate their efforts in
                        order to effect a smooth transition of the payroll for
                        the Eligible Employees from Optimal to Buyer.

                  (ii)  Accordingly, pursuant to Rev. Proc. 96-60, 1996-2 C.B.
                        399, provided that Optimal provides Buyer with all
                        necessary payroll records for the calendar year which
                        includes the Closing Date, Buyer shall furnish a Form
                        W-2 or similar form, as applicable in the given country,
                        to each Eligible Employee employed by Buyer who had been
                        employed by Optimal disclosing all wages and other
                        compensation paid for such calendar year.

                  (iii) Each of the Eligible Employees who accepts employment
                        with Buyer shall be eligible to participate in all
                        health, defined and welfare benefits and retirement
                        plans on the same terms currently offered by Buyer to
                        its similarly situated employees, including, but not
                        limited to, medical, dental, life, disability, vacation
                        and retirement plans (subject to complying with
                        eligibility requirements). For purposes of administering
                        such plans or programs, past service with Seller shall
                        be deemed to be service with Buyer for purposes of
                        determining eligibility to


                                      -78-
<PAGE>

                        participate in such health and welfare plans and
                        programs, but shall not count for vesting in retirement
                        plans.

                  (iv)  Seller shall, and shall cause Optimal Plc., to terminate
                        employment of all of the Eligible Employees prior to or
                        as of Closing. In connection therewith, at Closing,
                        Seller shall, and shall cause Optimal Plc. to, release
                        each of the Eligible Employees who becomes employed by
                        Buyer at Closing from any confidentiality,
                        non-competition, non-solicitation or other restrictive
                        covenants in favor of Optimal. Buyer and Seller agree to
                        cooperate in jointly notifying the Eligible Employees of
                        the termination of their employment by Optimal and the
                        offer of employment by Buyer. Eligible Employees who
                        accept employment with Buyer shall become employed by
                        Buyer on the Closing Date. Buyer shall be responsible
                        only for the severance obligations with respect to those
                        Eligible Employees who accept employment with Buyer from
                        and after Closing, and who are subsequently terminated
                        by Buyer, recognizing the years of service of such
                        employees with Optimal, but otherwise determined in
                        accordance with severance obligations under Buyer
                        benefit plans or employment agreements which Buyer
                        enters into with such Eligible Employees; provided,
                        however, that Buyer's responsibility shall in no event
                        be for less than the amount that any such employee shall
                        be entitled to under applicable Law.

                  (v)   For each Eligible Employee who accepts employment with
                        Buyer, Seller shall, and shall cause Optimal Plc. to,
                        provide Buyer with the number of vacation days accrued
                        under Optimal's vacation policy but not used as of the
                        Closing Date. Buyer agrees that Eligible Employees who
                        accept employment with Buyer will be permitted to take
                        such accrued but unused vacation during 2004 in
                        accordance with Buyer's vacation policy, and will
                        provide such Eligible Employees with a pro-rated number
                        of additional vacation days in 2004 that shall accrue
                        after the Closing Date (or the first day of employment
                        with Buyer, if later), pursuant to Buyer's vacation
                        policy.

                  (vi)  Optimal shall remain solely liable or responsible for
                        all COBRA obligations of Seller arising from any
                        qualifying event as defined under Section 4980B(f)(3) of
                        the Code and ERISA Section 603 occurring on or before
                        the Closing Date.

                  (vii) The parties acknowledge that Buyer does not hereby
                        assume and shall not have any liability related in any
                        way to any Eligible Employee with respect to any such
                        Eligible Employees' outstanding options to purchase
                        shares of Optimal Corp. or the administration of any of
                        such options.

            (C)   Payment of Liabilities. Seller shall, and shall cause Optimal
                  Plc. to, pay or otherwise satisfy in the ordinary course of
                  business all Excluded


                                      -79-
<PAGE>

                  Liabilities and Buyer shall pay or otherwise satisfy in the
                  ordinary course of business all Assumed Liabilities. The
                  parties hereby waive compliance with any applicable bulk sales
                  legislation.

            (D)   Removing Excluded Assets. Within thirty (30) days after the
                  Closing Date, 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 day following the Closing Date upon presentation of
                  reasonable evidence of same.

            (E)   Non-competition and Non-solicitation.

                  (i)   Non-competition. In order to induce Buyer to enter into
                        this Agreement, and for other good and valuable
                        consideration, the sufficiency of which is hereby
                        acknowledged, Seller agrees that for a period of five
                        (5) years following the Closing Date, none of Seller
                        ,Optimal Plc., or their Affiliates shall, anywhere in
                        the world (the "Restricted Area"), directly or
                        indirectly, invest in, own, manage, operate, finance,
                        control, advise, aid or assist, act as a broker for,
                        render services to, be employed by or guarantee the
                        obligations of any Person engaged in or planning to
                        become engaged in the Business; provided, however, that
                        nothing in this Agreement shall restrict Seller, Optimal
                        Plc. and their Affiliates' right to, directly or
                        indirectly own an equity interest in any Person engaged
                        in the Business whose securities are listed on a
                        recognized stock exchange, so long as the interest of
                        Seller, Optimal Plc. and their Affiliates in such Person
                        does not exceed ten percent (10%) of the outstanding
                        securities of any class of such Person. With respect to
                        the covenants and agreements set forth in this Section
                        9(E), Seller agrees that it may be impossible to measure
                        in monetary terms the damages which will accrue to Buyer
                        by reason of an actual breach by it of such covenants
                        and agreements, that a violation of such covenants and
                        agreements will cause irreparable injury to Buyer, and
                        that Buyer shall be entitled, in addition to any other
                        rights and remedies it may have, at Law or in equity, to
                        apply to a court of competent jurisdiction for an
                        injunction to restrain Seller from violating, or
                        continuing to violate, such covenants and agreements.
                        Nothing in this Section 9(E) shall be deemed to limit
                        Buyer's right to recover damages caused by any actual
                        breach by Seller. Seller


                                      -80-
<PAGE>

                        acknowledges and agrees that the current market for the
                        Business extends throughout the entire world, and it is
                        therefore reasonable to prohibit Optimal from competing
                        with Buyer anywhere in the world directly or indirectly,
                        or invest in, engage (either directly or indirectly, on
                        its own behalf or as a partner, member, owner, director,
                        officer, employee, agent, contractor, shareholder or
                        otherwise), in any enterprise competing directly or
                        indirectly with the Business.

                  (ii)  Non-solicitation. For a period of three (3) years
                        following the Closing Date, Optimal and its Affiliates
                        shall not, directly or indirectly, on its own behalf or
                        that of another Person: hire or retain any of the
                        Eligible Employees who become employees of Buyer,
                        provided, however, that the foregoing provision will not
                        prevent Optimal or its Affiliates from hiring any
                        Eligible Employee who becomes an employee of Buyer if
                        such employee has been terminated by Buyer.

                  (iii) Modification of Covenant. If a final judgment of a court
                        or tribunal of competent jurisdiction determines that
                        any term or provision contained in this Section 9(E) is
                        invalid or unenforceable, then the parties agree that
                        the court or tribunal will have the power to reduce the
                        scope, duration or geographic area of the term or
                        provision, to delete specific words or phrases or to
                        replace any invalid or unenforceable term or provision
                        with a term or provision that is valid and enforceable
                        and that comes closest to expressing the intention of
                        the invalid or unenforceable term or provision. This
                        Section 9(E) will be enforceable as so modified after
                        the expiration of the time within which the judgment may
                        be appealed. This Section 9(E) is reasonable and
                        necessary to protect and preserve Buyer's legitimate
                        business interests in the geographical locations in
                        which the business operates and the value of the
                        Purchased Assets and to prevent any unfair advantage
                        conferred on Seller. In the event that the provisions of
                        this Section 9(E)(iii) are invoked and a court or
                        tribunal finally determines that the geographical scope
                        of the Section 9(E)(iii) provisions are not enforceable
                        or are invalid, then the parties mutually agree to
                        select to reduce the geographical scope restrictions
                        contained in Section 9(E)(i) to solely the United States
                        of America and Canada.

            (F)   Further Assurances. The parties hereto agree to cooperate
                  reasonably with each other and with their respective
                  authorized representatives in connection with any steps
                  required to be taken as part of their respective obligations
                  under this Agreement, and shall: (i) furnish upon request to
                  each other such further information; (ii) execute and deliver
                  to each other such other documents; and (iii) do such other
                  acts and things, all as the other party may reasonably request
                  for the purpose of carrying out the intent of this Agreement
                  and the Transaction contemplated hereby.


                                      -81-
<PAGE>

            (G)   Change of Address. On the Closing Date, Seller shall change
                  its principal place of business from its current location to
                  an alternate location. As soon as reasonably practicable after
                  the Closing but no later than 30 days, Seller, its employees,
                  and any of its Affiliates shall vacate the Real Property
                  premises, and the Purchased Assets. Optimal shall amend its
                  Articles of Continuance to reflect its new address and shall
                  promptly notify the Buyer of the same.

            (H)   Collection of Accounts Receivable. Seller shall, and shall
                  cause Optimal Plc. to, promptly remit to Buyer any payments it
                  receives in respect of Accounts Receivable generated by the
                  Business prior to Closing and received by Optimal after the
                  Closing Date. After the Closing Date, Buyer shall have the
                  right to notify any customers who owe Optimal any amounts
                  properly payable to Buyer to send their payments directly to
                  Buyer. Buyer shall be entitled to retain all payments received
                  after the Closing Date for the Accounts Receivable.

            (I)   Product name; Trade-marks. On or promptly following the
                  Closing Date, Seller shall, and shall cause Optimal Plc. to:
                  (i) take all actions necessary to terminate its use of the
                  product name "U-Scan", and (ii) take all actions reasonably
                  requested by Buyer to enable Buyer to use this name. Seller
                  and its Affiliates shall not use any name that is
                  significantly similar to the product name being purchase
                  hereunder, nor shall Seller or any of its Affiliates use any
                  trademark, service mark, logo, domain name or other indication
                  of origin that is significantly similar to any Trade-mark that
                  is part of the Purchased Assets.

            (J)   Optimal names. On or promptly following the Closing Date,
                  Buyer shall take all actions necessary to terminate the use by
                  the Business of the trade-marks and trade names "Optimal" and
                  "Optimal Robotics" and any other names related to the Excluded
                  Intellectual Property. Buyer shall not use any name that is
                  significantly similar to the Excluded Intellectual Property.

            (K)   Notification. Each of Seller and Buyer agrees to promptly
                  notify the other party in the event such party receives notice
                  (whether verbal or in writing) of any investigation, inquiry
                  or proceeding by any Governental Authority concerning the
                  Transactions contemplated by this Agreement.

            (L)   Proration of Expenses. All charges, fuels, rental expenses,
                  rents, utility and maintenance expenses, tenant or property
                  insurance premiums, prepaid service contracts, special
                  assessments and other similar items relating to the Business
                  which are not in the Unaudited Financial Statements or the
                  Closing Balance Sheet shall be prorated as of the Closing
                  Date.

            (M)   Access and Assistance. The parties agree that in the event
                  that any legal or arbitral proceedings are commenced in any
                  forum by any third party in any way arising out of or related
                  to the negotiation, execution or completion of this Agreement,
                  each party shall assist and make available to the other access
                  to relevant personnel for the purposes of witness


                                      -82-
<PAGE>

                  preparation, discovery and trial testimony, as reasonably
                  requested by counsel for the affected party or parties.

      10.   Indemnification.

            (A)   Seller Indemnification. Seller jointly and severally agrees to
                  indemnify and hold harmless Buyer and its directors, officers,
                  employees, agents, managers and successors from any and all
                  losses, claims, liabilities, obligations, deficiencies,
                  assessments, fines, costs, and damages (including, without
                  limitation, interest, penalties, reasonable legal fees and
                  reasonable accounting fees), (collectively, "Damages"),
                  resulting from, arising from or relating to:

                  (i)   any debts, liabilities or obligations of Optimal or the
                        Business, whether known or unknown, now existing or
                        hereafter arising of whatsoever nature or character,
                        whether absolute or contingent, liquidated or disputed,
                        relating to any matters listed in Schedule 10(A)(i) of
                        the Disclosure Schedule and any matters arising on or
                        before the Closing Date other than the Assumed
                        Liabilities, with all such liabilities other than the
                        Assumed Liabilities being collectively referred to as
                        the "Excluded Liabilities";

                  (ii)  any employees or assets not being transferred to Buyer
                        or (b) any Eligible Employees who accept employment with
                        Buyer and make a claim regarding actions occurring while
                        employed by Seller (other than in respect of accrued
                        vacation days but not used during 2004);

                  (iii) any misrepresentation, inaccuracy or breach of any
                        warranty or representation by Seller (or other parties
                        not affiliated with Buyer) in this Agreement or the
                        Ancillary Agreements to which it is a party;

                  (iv)  any failure of Seller to perform any covenant or
                        agreement in this Agreement or any Ancillary Agreement
                        to which it is a party in a timely manner and the
                        failure of which remains uncured for a period of thirty
                        (30) days after receipt of written notice from Buyer
                        setting forth in reasonable detail the nature of such
                        failure; or

                  (v)   Seller's failure to comply with applicable bulk sales or
                        bulk transfer laws in connection with the Transactions,
                        except to the extent resulting from, arising out of or
                        with respect to Buyer's obligation to pay or discharge
                        the Assumed Liabilities.

            (B)   Buyer's Indemnification. Buyer shall indemnify and hold
                  harmless Optimal and its directors, officers, employees,
                  agents, managers and successors from and against any and all
                  Damages resulting from, arising from or relating to: (i) the
                  Assumed Liabilities; (ii) the Eligible Employees who accept
                  employment with Buyer regarding actions


                                      -83-
<PAGE>

                  occurring while employed by Buyer; (iii) any failure by Buyer
                  to perform of any of its covenants in this Agreement or any
                  Ancillary Agreement in a timely manner and the failure of
                  which remains uncured for a period of thirty (30) days after
                  receipt of written notice from Optimal setting forth in
                  reasonable detail the nature of such failure; and (iv) any
                  breach of any warranty or the inaccuracy of any representation
                  of Buyer contained or referred to in this Agreement or any
                  certificate delivered by or on behalf of Buyer pursuant
                  hereto.

            (C)   Limitations on Certain Indemnity Obligations. Buyer and Seller
                  agree that any claims related to : (i) the Excluded
                  Liabilities; (ii) failure of Seller or Buyer to perform any
                  covenant in this Agreement or in any Ancillary Agreement or to
                  comply with any applicable bulk sales or bulk transfer Laws,
                  except to the extent resulting from, arising out of or with
                  respect to Buyer's obligation to pay or discharge the Assumed
                  Liabilities; (iii) breach of the representations and
                  warranties contained in Sections 6(C), 6(F), or 7(C); or (iv)
                  any breach of any representation or warranty involving fraud
                  or fraudulent misrepresentation, shall be unlimited and not
                  subject to the Basket or the Cap. Except as provided above, in
                  no event shall either party:

                  (i)   make a claim for Damages pursuant to this Section 10
                        unless and until the total amount of such claim
                        individually exceeds U.S. Twenty-five Thousand Dollars
                        (US$25,000) or such claim and any other current or prior
                        claims, in the aggregate, exceed U.S. Two Hundred Fifty
                        Thousand Dollars (US$250,000) (the "Basket"), and in
                        such event, then the Indemnifying Party shall reimburse
                        the Indemnified Party for the amount of all Damages
                        incurred by the Indemnified Party under this Agreement
                        without regard to the Basket; and

                  (ii)  be required to pay any Damages in excess of U.S.
                        Thirty-Five Million Dollars (US$35,000,000) (the "Cap").

            (D)   Survival.

                  (i)   With respect to any and all claims among the parties
                        hereto arising in connection with this Agreement: (a)
                        the representations and warranties set forth in this
                        Agreement shall be continuing and shall survive the
                        Closing until December 31, 2006; (b) the covenants set
                        forth in the Agreement, the Ancillary Agreements and any
                        claim for any breach of the representations and
                        warranties contained in Sections 6(C), 6(F), or 7(C), or
                        any of the representations and warranties contained in
                        this Agreement involving fraud or fraudulent
                        misrepresentation, shall survive the Closing and
                        continue in full force and effect without limitation of
                        time, subject only to applicable limitation periods
                        contained in this Agreement and limitations imposed by
                        Law (the period during which the representations and
                        warranties and covenants and agreements shall survive
                        being referred to herein with respect to such
                        representations and warranties and


                                      -84-
<PAGE>

                        covenants and agreements as the "Survival Period"), but
                        shall thereafter terminate and be of no further force
                        and effect unless a written notice asserting a claim
                        shall have been made pursuant to this Section 10(D)
                        within the Survival Period with respect to such matter.

                  (ii)  All claims made hereunder prior to the expiration of the
                        applicable survival period stated above, but not yet
                        settled, shall be subject to the indemnification
                        provisions hereunder.

            (E)   Obligation to Reimburse. The party providing indemnification
                  hereunder (the "Indemnifying Party") shall reimburse, within
                  five (5) Business Days of demand thereof, to the Person being
                  indemnified hereunder (the "Indemnified Party"), the amount of
                  Damages suffered or incurred by the Indemnified Party.

            (F)   Notification. Promptly upon (i) an officer of either party (or
                  any other Indemnified Party) obtaining actual knowledge after
                  the Closing of a breach of a representation or warranty of the
                  other party in this Agreement, (ii) an Indemnified Party
                  receiving notice of a Third Party Claim or (iii) an
                  Indemnified Party otherwise becoming aware of any matter which
                  could give rise to indemnification under this Section 10, the
                  Indemnified Party shall forthwith notify the Indemnifying
                  Party of such matter with as much detail as is reasonably
                  available. The omission to so notify the Indemnifying Party
                  (or any other Indemnified Party) shall not relieve the
                  Indemnifying Party from any duty to indemnify and hold
                  harmless which otherwise might exist with respect to such
                  cause unless (and only to that extent) the omission to notify
                  prejudices the ability of the Indemnifying Party to exercise
                  its right to defend or otherwise increases the amount to be
                  indemnified, pursuant to this Section 10, in which case the
                  indemnification may be reduced to the extent that such delay
                  prejudiced the defence of the claim or increased the amount of
                  liability or cost of defence.

            (G)   Defence of Third Party Claim. If any legal proceeding shall be
                  instituted or any claim or demand shall be asserted by a third
                  party against the Indemnified Party (each a "Third Party
                  Claim"), then the Indemnifying Party shall have the right,
                  after receipt of the Indemnified Party's notice under Section
                  10(F) and upon giving notice to the Indemnified Party within
                  fourteen (14) Business Days of such receipt, to defend (and to
                  control the defence of) the Third Party Claim, provided the
                  Indemnifying Party acknowledges in writing its obligation to
                  indemnify the Indemnified Party for such Third Party Claim.
                  The Indemnifying Party shall thereafter keep each Indemnified
                  Party reasonably informed with respect to the status of such
                  Claim. Amounts payable by the Indemnifying Party pursuant to a
                  Third Party Claim shall be paid in accordance with the terms
                  of the settlement or the judgement, as the case may be, but in
                  any event prior to the expiry of any delay for a judgement to
                  become executory.


                                      -85-
<PAGE>

            (H)   Defence Procedures. Upon the assumption of control of any
                  Third Party Claim by the Indemnifying Party as set out in
                  Section 10(G), the Indemnifying Party shall diligently proceed
                  with the defence, compromise or settlement of the Third Party
                  Claim at its sole expense, including, if necessary, employment
                  of counsel reasonably satisfactory to the Indemnified Party
                  and, in connection therewith, the Indemnified Party shall
                  cooperate fully, but at the expense of the Indemnifying Party
                  with respect to any out-of-pocket expenses incurred, to make
                  available to the Indemnifying Party all pertinent information
                  and witnesses under the Indemnified Party's control, make such
                  assignments and take such other steps as in the opinion of
                  counsel for the Indemnifying Party are reasonably necessary to
                  enable the Indemnifying Party to conduct such defence. The
                  Indemnifying Party shall not settle such Third Party Claim
                  unless such settlement includes as an unconditional term
                  thereof the giving by the claimant or plaintiff of a full and
                  complete unconditional release of all Indemnified Parties from
                  any and all liability with respect to such Third Party Claim
                  and does not require any Indemnified Party to take or refrain
                  from taking any action and does not involve any restrictive or
                  other covenants or any other injunctive relief. As long as the
                  Indemnifying Party is diligently proceeding with the defence,
                  compromise or settlement of any such Third Party Claim in good
                  faith and on a timely basis, the Indemnified Party shall not
                  pay or settle any such Third Party Claim without the consent
                  of the Indemnifying Party. Notwithstanding the assumption by
                  the Indemnifying Party of the defence of such Third Party
                  Claim as provided in this Section 10(H), the Indemnified Party
                  shall also have the right to participate in (but not to
                  control) the negotiation, settlement or the defence of any
                  Third Party Claim at its own expense; provided, however, that
                  if the defendants in any such Third Party Claim shall include
                  both an Indemnified Party and an Indemnifying Party and such
                  Indemnified Party shall have reasonably concluded that counsel
                  selected by the Indemnifying Party has a conflict of interest
                  because of the availability of different or additional
                  defences to such Indemnified Party, such Indemnified Party
                  shall have the right to select separate counsel to participate
                  in the defence of such Third Party Claim on its behalf, at the
                  expense of the Indemnifying Party; and provided, further, that
                  the Indemnifying Party shall not be obligated to pay the
                  expenses of more than one separate counsel for all Indemnified
                  Parties.

            (I)   Failure to Defend. If the Indemnifying Party fails within
                  fourteen (14) Business Days from receipt of the notice of a
                  Third Party Claim to give notice of its intention to defend
                  the Third Party Claim in accordance with Section 10(G), then
                  the Indemnifying Party shall be deemed to have waived its
                  right to defend the Third Party Claim and the Indemnified
                  Party shall have the right (but not the obligation) to
                  undertake the defence of the Third Party Claim and compromise
                  and settle the Third Party Claim on behalf, for the account
                  and at the risk and expense of the Indemnifying Party. In no
                  event shall the Indemnified Party settle such Third Party
                  Claim unless such settlement includes as an unconditional term
                  thereof the giving by the claimant or plaintiff of a full and
                  complete unconditional release of all Indemnifying Parties
                  from any and all


                                      -86-
<PAGE>

                  liability with respect to such Third Party Claim and does not
                  require any Indemnifying Party to take or refrain from taking
                  any action and does not involve any restrictive or other
                  covenants or any other injunctive relief.

            (J)   Indemnification Sole Remedy. After the Closing, the provisions
                  of this Section 10 shall constitute the sole remedy of the
                  Parties against each other with respect to any breach or
                  non-fulfilment of any representation, warranty, agreement,
                  covenant, condition or any other obligation contained in this
                  Agreement, the Ancillary Agreements and any other document
                  delivered pursuant to this Agreement.

            (K)   Tax Status of Indemnification Claims. Any payment made by
                  Seller as an Indemnifying Party pursuant to this Section 10
                  shall constitute a reduction of the Purchase Price and any
                  payment made by Buyer as an Indemnifying Party pursuant to
                  this Article shall constitute an increase in the Purchase
                  Price. In either case, each of Seller and Buyer shall, as
                  required under applicable U.S., Canadian or U.K. Law, request
                  all amendments to its current or past Tax Returns as may be
                  necessary to reflect the foregoing. For greater certainty, any
                  such reduction of, or increase in, the Purchase Price shall be
                  allocated among the Purchased Assets to which such payment by
                  Seller or Buyer, respectively, can reasonably be considered to
                  relate. If any payment made by Seller or Buyer as an
                  Indemnifying Party is deemed by the Excise Tax Act (Canada) to
                  include goods and services tax or harmonized sales Tax, or is
                  deemed by any applicable provincial or territorial legislation
                  to include a similar value added or multi-staged Tax, the
                  amount of such payment shall be increased accordingly.

      11.   Conditions Precedent to Buyer's Obligation to Perform. The
            obligation of Buyer to consummate the transaction contemplated in
            this Agreement is subject to the satisfaction or express waiver by
            Buyer at or prior to the Closing of the following conditions:

            (A)   All representations and warranties by Seller in this Agreement
                  qualified by "Material" or "Material Adverse Effect" shall be
                  true and correct on and as if made as of the Closing Date and
                  all representations and warranties by Seller in this Agreement
                  or in any document delivered by Seller pursuant to this
                  Agreement not so qualified shall be true and correct in all
                  Material respects on and as if made as of the Closing Date;

            (B)   All covenants of Seller qualified by "Material" or "Material
                  Adverse Effect" and the covenant set forth in Section 8(C)
                  shall have been performed, satisfied and complied with on or
                  before the Closing Date and all covenants, agreements and
                  conditions required by this Agreement to be performed or
                  complied with but not so qualified have been Materially
                  performed, satisfied or complied with by it on or before the
                  Closing Date;

            (C)   Optimal shall have delivered all of the documents, agreements,
                  instruments and other items that Optimal is required to
                  deliver at the Closing pursuant to Section 13(B) of this
                  Agreement;


                                      -87-
<PAGE>

            (D)   Seller Shareholders shall have approved this Agreement and the
                  transactions contemplated hereby;

            (E)   Seller shall have delivered the U-Scan Software source code in
                  a machine readable format, including architectural maps, and
                  all copies thereof in its possession;

            (F)   Since the Effective Date, there shall not have been commenced
                  against Buyer or any of its Affiliates, any proceeding (a)
                  involving any challenge to, or seeking damages or injunctive
                  relief in connection with, any of the Transactions
                  contemplated under this Agreement or (b) that may have the
                  effect of preventing, Materially delaying, making illegal,
                  imposing Material limitations or conditions on or otherwise
                  Materially interfering with the Transaction;

            (G)   Prior to or at Closing, Seller shall have provided updates to
                  the Disclosure Schedule through the Closing Date to reflect
                  changes thereto, and changes to any representations and
                  warranties in Section 6 as to which no reference was made on
                  the Disclosure Schedule as of the Effective Date but as to
                  which a reference on the Disclosure Schedule would have been
                  required to have been created on or before the Effective Date
                  if such changes existed on the Effective Date, which must have
                  been approved by Buyer acting reasonably. Notwithstanding the
                  foregoing, the delivery of any updated references to the
                  Disclosure Schedule pursuant to this Section 11(G) shall not
                  cure any Material breach of any representation and warranty
                  requiring disclosure of any matter prior to or on the
                  Effective Date or otherwise limit or affect the remedies
                  available hereunder to Buyer.

            (H)   Seller shall have used its best efforts to receive executed
                  non-competition agreements from the senior officers of Optimal
                  Corp. listed in Section 6(I)(ii) of the Disclosure Schedule of
                  Seller as reasonably requested by Buyer.

            (I)   Seller shall have agreed to provide, to the extent Buyer
                  reasonably believes necessary, short-term product support,
                  parts rework services and short-term Canadian field technician
                  support on commercially reasonable mutually agreeable terms.

      12.   Conditions Precedent to Seller's Obligation to Perform. The
            obligation of Seller to consummate the Transaction contemplated in
            this Agreement is subject to the satisfaction or express waiver by
            Seller at or prior to the Closing of the following conditions:

            (A)   All representations and warranties by Buyer in this Agreement
                  qualified by "Material" or "Material Adverse Effect" shall be
                  true and correct on and as if made as of the Closing Date and
                  all representations and warranties by Seller in this Agreement
                  or in any document delivered by Buyer pursuant to this
                  Agreement not so qualified shall be true and correct in all
                  Material respects on and as if made as of the Closing Date;


                                      -88-
<PAGE>

            (B)   All covenants of Buyer qualified by "Material" or "Material
                  Adverse Effect" shall have been performed, satisfied and
                  complied with on or before the Closing Date and all covenants,
                  agreements and conditions required by this Agreement to be
                  performed or complied with but not so qualified have been
                  Materially performed, satisfied or complied with by it on or
                  before the Closing Date;

            (C)   Buyer shall have delivered all of the documents, agreements,
                  instruments and other items that Buyer is required to deliver
                  at the Closing pursuant to Section 13(C) of this Agreement;

            (D)   Seller Shareholders shall have approved this Agreement and the
                  transactions contemplated in this Agreement;

            (E)   Since the Effective Date, there shall not have been commenced
                  against Seller or its Affiliates, any proceeding (a) involving
                  any challenge to, or seeking damages or injunctive relief in
                  connection with the Transaction or (b) that may have the
                  effect of preventing, materially delaying, making illegal,
                  imposing material limitations or conditions on or otherwise
                  materially interfering with the Transaction contemplated in
                  this Agreement; and

            (F)   All required consents of Governmental authorities listed in
                  Section 6(E)of the Disclosure Schedule shall have been
                  obtained.

      13.   Closing.

            (A)   The closing of the transactions contemplated in this Agreement
                  (the "Closing") shall take place on the third Business Day
                  following satisfaction of the condition precedent set forth in
                  Sections 11(D) and 12(D) (the "Closing Date") at the offices
                  of Osler, Hoskin & Harcourt LLP, in Montreal, Quebec; provided
                  that all of the conditions precedent in Section 11 and 12 have
                  been satisified or waived. If any of the parties determines
                  prior to the Closing Date that any of the conditions set forth
                  in Sections 11 or 12 have not been met, such party shall
                  notify the other in writing at the address set forth in
                  Section 17 below prior to the Closing Date and the Closing
                  shall then take place on the third Business Day after
                  satisfaction of the last condition precedent in Section 11 and
                  12 has been satisfied or waived.

            (B)   At the Closing, Seller shall deliver or cause to be delivered
                  to Buyer the following documents, instruments, certificates
                  and agreements (which shall be in form and substance
                  reasonably satisfactory to Buyer and its counsel):

                  (i)   The Bills of Sale, duly executed by Optimal;

                  (ii)  A counterpart to the Assignment and Assumption
                        Agreement, duly executed by Optimal;


                                      -89-
<PAGE>

                  (iii) Resolutions of the Boards of Directors of Optimal Corp.,
                        Optimal Inc. and Optimal Plc., approving this Agreement
                        and the Transaction, certified by a duly authorized
                        officer;

                  (iv)  A certificate signed by an authorized officer of Seller
                        and dated as of the Closing Date, certifying that the
                        representations and warranties of Seller contained in
                        this Agreement qualified by "Material" or "Material
                        Adverse Effect" are true and correct on the Closing Date
                        and that representations and warranties of Seller
                        contained in this Agreement not so qualified are true
                        and correct in all Material respects on the Closing Date
                        as if such representations and warranties were made on
                        the Closing Date; and all covenants qualified by
                        "Material" or "Material Adverse Effect" have been
                        complied with and all covenants not so qualified have
                        been complied with in all Material respects;

                  (v)   An incumbency and specimen certificate with respect to
                        the officer(s) of Optimal executing this Agreement and
                        any Ancillary Agreement to which Optimal is a party;

                  (vi)  A Certificate of Good Standing for each of Optimal
                        Corp., Optimal Inc. and Optimal Plc. issued not earlier
                        than thirty (30) days prior to the Closing Date;

                  (vii) An opinion of Osler, Hoskin & Harcourt LLP, counsel to
                        Optimal, substantially in the form annexed hereto as
                        Exhibit 13(B)(vii);

                 (viii) An enforceability opinion of Ropes & Gray, U.S. counsel
                        to Optimal, in form and substance reasonably acceptable
                        to Purchaser;

                  (ix)  Evidence reasonably acceptable to Buyer of the approval
                        of the transactions contemplated by this Agreement by
                        Seller Shareholders;

                  (x)   All of the required consents from third parties set
                        forth in Section 13(B)(x) of the Disclosure Schedule;
                        and

                  (xi)  Any related documents as the Buyer may reasonably
                        request or as may be otherwise necessary to evidence and
                        effect the sale, transfer, assignment, conveyance and
                        delivery of the Purchased Assets to Buyer in connection
                        with items (i) - (ix) above, which shall not include any
                        additional consents.

            (C)   At the Closing, Buyer shall deliver or cause to be delivered
                  to Optimal the following documents, instruments, certificates
                  and agreements (which shall be in form and substance
                  reasonably satisfactory to Seller and its counsel):


                                      -90-
<PAGE>

                  (i)   A certificate signed by an authorized officer of Buyer
                        and dated as of the Closing Date, certifying that the
                        representations and warranties of Buyer contained in
                        this Agreement qualified by "Material" or "Material
                        Adverse Effect" are true and correct on the Closing Date
                        and that representations and warranties of Buyer
                        contained in this Agreement not so qualified are true
                        and correct in all Material respects on the Closing Date
                        as if such representations and warranties were made on
                        the Closing Date; and all covenants qualified by
                        "Material" or "Material Adverse Effect" have been
                        complied with and all covenants not so qualified have
                        been complied with in all Material respects;

                  (ii)  The Purchase Price;

                  (iii) A counterpart of the Assignment and Assumption Agreement
                        duly executed by Buyer;

                  (iv)  Resolutions of the Board of Directors of Buyer approving
                        this Agreement and the transactions contemplated by this
                        Agreement, certified by a duly authorized officer;

                  (v)   An incumbency certificate and specimen certificate with
                        respect to the officer(s) of Buyer executing this
                        Agreement and any Ancillary Agreements to which the
                        Buyer is a party; and

                  (vi)  Any related documents as Seller may reasonably request
                        or as may be reasonably necessary to fully consummate
                        the transactions contemplated by this Agreement.

      14.   Termination.

            (A)   This Agreement may be terminated on or prior to the Closing
                  Date:

                  (i)   By mutual written consent of Seller and Buyer; or

                  (ii)  by either Seller on one hand, or Buyer on the other
                        hand, by written notice to the other party if:

                        (1)   the Transaction has not been consummated by May
                              31, 2004, unless such date shall have been
                              extended by the mutual written consent of Seller
                              and Buyer; provided, however, that this right to
                              terminate shall not be available to any party
                              whose failure to fulfill in any Material respect
                              any covenant or obligation under this Agreement
                              has been the cause of, or results in, the failure
                              of the Closing to occur on or before May 31, 2004;
                              or

                        (2)   any court of competent jurisdiction in (i) the
                              United States or other United States federal or
                              state


                                      -91-
<PAGE>

                              governmental entity, or (ii) Canada, or (iii) any
                              other country shall have issued an interlocutory
                              or final order, decree or ruling, or taken any
                              other interlocutory, final or non-appealable
                              action, restraining, enjoining or otherwise
                              prohibiting the transactions contemplated by this
                              Agreement.

                  (iii) by Seller if:

                        (1)   there shall have been a Material breach of any
                              representations or warranties set forth in this
                              Agreement on the part of Buyer, which breach shall
                              remain uncured for a period of thirty (30) days,
                              or any representations or warranties of Buyer
                              shall have become and remain untrue in any
                              Material respect for a period of thirty (30) days,
                              provided that Seller has not Materially breached
                              any of its obligations hereunder; or

                        (2)   there shall have been a Material breach by Buyer
                              of any of its covenants or agreements hereunder
                              and such breach would result in a Material Adverse
                              Effect on Buyer or materially adversely affecting
                              (or materially delaying) the ability of Buyer or
                              Seller to consummate the Transaction and Buyer has
                              not cured such breach within ten (10) Business
                              Days after notice by Seller thereof setting forth
                              in reasonable detail the nature of such breach;
                              provided that Seller has not Materially breached
                              any of its obligations hereunder; or

                        (3)   any condition to Closing set forth in Section 12
                              shall not have been fulfilled or waived by Seller
                              by May 31, 2004.

                  (iv)  by Buyer if:

                        (1)   there shall have been a Material breach of any
                              representations or warranties set forth in this
                              Agreement on the part of Seller, which breach
                              shall remain uncured for a period of thirty (30)
                              days, or any representations or warranties of the
                              Seller shall have become and remain untrue in any
                              Material respect for a period of thirty (30) days
                              provided that Buyer has not Materially breached
                              any of its obligations hereunder; or

                        (2)   there shall have been a Material breach by Seller
                              of one or more of its covenants or agreements
                              hereunder having a Material Adverse Effect on the
                              Business or Materially adversely affecting (or
                              materially delaying) the ability of Seller and
                              Buyer to consummate the Transaction and Seller has
                              not cured such breach within ten (10) Business
                              Days after notice by Buyer thereof


                                      -92-
<PAGE>

                              setting forth in reasonable detail the nature of
                              such breach, provided that Buyer has not
                              Materially breached any of its obligations
                              hereunder or

                        (3)   any condition to Closing set forth in Section 11
                              shall not have been fulfilled or waived by Buyer
                              by May 31, 2004.

            (B)   Procedures Upon Termination. In the event of termination
                  pursuant to this Section 14, written notice shall forthwith be
                  given to the other party or parties, and the Transaction shall
                  be abandoned, without further action by any party hereto;
                  provided, however, that, nothing contained herein shall be
                  construed to prevent any parties hereto from pursuing any
                  remedy available at law or in equity for any breach,
                  violation, default or other failure of performance of any
                  other party hereto prior to Closing.

      15.   Confidentiality.

            (A)   Except: (i) as required by Law; (ii) as required by a
                  Governmental Authority or stock exchange; (iii) in connection
                  with the Shareholders' Meeting pursuant to Section 8(D); (iv)
                  to NCR Corporation in connection (1) with any dispute or claim
                  made by NCR Corporation or its affiliates in connection with
                  the NCR Agreement or (2) with termination of the NCR
                  Agreement; or (v) in the ordinary course of the operation of
                  the Business, the parties shall deem as Confidential
                  Information (as defined below) all matters of the Business and
                  shall not disclose the same, unless in accordance with this
                  Agreement. The term "Confidential Information" includes any
                  and all of the following information of Optimal or Buyer that
                  has been or may hereafter be disclosed in any form, whether in
                  writing, orally, electronically or otherwise, or otherwise
                  made available by observation, inspection or otherwise by
                  either party (Buyer on the one hand or Optimal on the other
                  hand) or its representatives (collectively, a "Disclosing
                  Party") to the other party or its representatives
                  (collectively, a "Receiving Party"): (i) all information that
                  is a trade secret under applicable trade secret or other law;
                  all information concerning product specifications, data,
                  know-how, formulae, compositions, processes, designs,
                  sketches, photographs, graphs, drawings, samples, inventions
                  and ideas, past, current and planned research and development,
                  current and planned manufacturing or distribution methods and
                  processes, customer lists, current and anticipated customer
                  requirements, price lists, market studies, business plans,
                  computer hardware, computer software and database
                  technologies, systems, structures and architectures; (ii) all
                  information concerning the business and affairs of the
                  Disclosing Party (which includes historical and current
                  financial statements, financial projections and budgets, tax
                  returns and accountants' materials, historical, current and
                  projected sales, capital spending budgets and plans, business
                  plans, strategic plans, marketing and advertising plans,
                  publications, client and customer lists and files, contracts,
                  the names and backgrounds of key personnel and personnel
                  training techniques and materials, however documented), and
                  all information obtained from review of the Disclosing Party's
                  documents


                                      -93-
<PAGE>

                  or property or discussions with the Disclosing Party
                  regardless of the form of the communication; and (iii) and all
                  notes, analyses, compilations, studies, summaries and other
                  material prepared by the Receiving Party to the extent
                  containing or based, in whole or in part, upon any information
                  included in the foregoing.

            (B)   Each Receiving Party acknowledges the confidential and
                  proprietary nature of the Confidential Information of the
                  Disclosing Party and agrees that, subject to the proviso
                  contained in paragraph (A) of this Section 15, such
                  Confidential Information (i) shall be kept confidential by the
                  Receiving Party; (ii) shall not be used for any reason or
                  purpose other than to evaluate and consummate the Transaction;
                  and (iii) without limiting the foregoing, shall not be
                  disclosed by the Receiving Party to any Person, except in each
                  case as otherwise expressly permitted by the terms of this
                  Agreement or with the prior written consent of an authorized
                  representative of Seller with respect to Confidential
                  Information of Optimal (each, a "Seller Contact") or an
                  authorized representative of Buyer with respect to
                  Confidential Information of Buyer (each, a "Buyer Contact").
                  Each of Buyer and Seller shall disclose the Confidential
                  Information of the other party only to its representatives who
                  require such material for the purpose of evaluating the
                  Transaction and are informed by Buyer or Seller, as the case
                  may be, of the obligations of this Section 15 with respect to
                  such Confidential Information. Each of Buyer and Seller shall
                  (i) enforce the terms of this Section 15 as to its respective
                  representatives; (ii) take such action to the extent necessary
                  to cause its representatives to comply with the terms and
                  conditions of this Section 15; and (iii) be responsible and
                  liable for any breach of the provisions of this Section 15 by
                  it or its representatives.

            (C)   Unless and until this Agreement is terminated as provided in
                  Section 14, Seller shall maintain as confidential any
                  Confidential Information of Seller relating to the Business,
                  the Purchased Assets or the Assumed Liabilities.
                  Notwithstanding the preceding sentence, Seller may use any
                  Confidential Information of Optimal before the Closing in the
                  ordinary course of the operation of the Business in connection
                  with the transactions permitted by Section 10.

            (D)   From and after the Closing, the provisions of Section 15(B)
                  above shall not apply to or restrict in any manner Buyer's use
                  of any Confidential Information relating to the Business, the
                  Purchased Assets or the Assumed Liabilities.

            (E)   This Section 15 does not apply to that portion of the
                  Confidential Information of a Disclosing Party that a
                  Receiving Party demonstrates (a) was, is or becomes generally
                  available to the public other than as a result of a breach of
                  this Section 15 or that certain Confidentiality Agreement by
                  and between Seller and Buyer; (b) was or is developed by the
                  Receiving Party independently of and without reference to any
                  Confidential Information of the Disclosing Party; or (c) was,
                  is or becomes available to the Receiving Party on a
                  nonconfidential basis from


                                      -94-
<PAGE>

                  a Person not bound by a confidentiality agreement or any
                  legal, fiduciary or other obligation restricting disclosure.

            (F)   If a Receiving Party becomes compelled in any proceeding or is
                  requested by a Governmental Authority having regulatory
                  jurisdiction over this Agreement to make any disclosure that
                  is prohibited or otherwise constrained by this Section 15,
                  that Receiving Party shall provide the Disclosing Party with
                  prompt notice of such compulsion or request so that it may
                  seek an appropriate protective order or other appropriate
                  remedy or waive compliance with the provisions of this Section
                  15. In the absence of a protective order or other remedy, the
                  Receiving Party may disclose that portion (and only that
                  portion) of the Confidential Information of the Disclosing
                  Party that, based upon advice of the Receiving Party's
                  counsel, the Receiving Party is legally compelled to disclose
                  or that has been requested by such Governmental Authority,
                  provided, however, that the Receiving Party shall use
                  reasonable efforts to obtain reliable assurance that
                  confidential treatment will be accorded by any Person to whom
                  any Confidential Information is so disclosed. The provisions
                  of this Section 15 do not apply to any proceedings between the
                  parties to this Agreement.

            (G)   If this Agreement is terminated, each Receiving Party shall
                  (a) destroy all Confidential Information of the Disclosing
                  Party prepared or generated by the Receiving Party without
                  retaining a copy of any such material; (b) promptly deliver to
                  the Disclosing Party all other Confidential Information of the
                  Disclosing Party, together with all copies thereof, in the
                  possession, custody or control of the Receiving Party or,
                  alternatively, with the written consent of a Seller Contact or
                  a Buyer Contact (whichever represents the Disclosing Party)
                  destroy all such Confidential Information; and (c) certify all
                  such destruction in writing to the Disclosing Party, provided,
                  however, that the Receiving Party may retain a list that
                  contains general descriptions of the information it has
                  returned or destroyed to facilitate the resolution of any
                  controversies after the Disclosing Party's Confidential
                  Information is returned.

            (H)   Except as otherwise set forth in this Section 15, the
                  obligations of each party under this Section 15 in respect of
                  (i) Intellectual Property of the Business shall survive the
                  Closing or any termination of this Agreement for a period of
                  two (2) years and (ii) all other matters shall survive the
                  Closing for a period of one (1) year.

      16.   Dispute Resolution.

            (A)   Injunction. Each of the parties hereto acknowledges and agrees
                  that a party may be irreparably damaged if an Intellectual
                  Property, non-compete or non-solicitation provision of this
                  Agreement is not performed in accordance with their specific
                  terms and that such breach of this Agreement by the other
                  party could not be adequately compensated in all cases by
                  monetary damages alone. Accordingly, in addition to any other
                  right or remedy to which any party may be entitled, at law or
                  in equity, any of the parties hereto shall be entitled to seek
                  to enforce such


                                      -95-
<PAGE>

                  provision of this Agreement by a decree of specific
                  performance and to temporary, preliminary and permanent
                  injunctive relief to prevent any breach or threatened breach
                  of any of the provisions of this Agreement, without posting
                  any bond or other undertaking and without regard to the
                  provisions of Section 16(B).

            (B)   Notice; Negotiation. Any dispute, disagreement, controversy or
                  claim arising out of or in connection with this Agreement or
                  any of the Ancillary Agreements, including any question
                  regarding their negotiation, existence, validity,
                  interpretation, performance, breach or termination, which
                  cannot be resolved by the parties within fourteen (14) days of
                  receipt of a notice of dispute, shall be referred to the Chief
                  Executive Officers (CEOs) of Optimal Corp. and FTXS who shall
                  meet within thirty (30) days of receipt of said notice of
                  dispute, to attempt to resolve such dispute, disagreement,
                  controversy or claim within such thirty (30) day period,
                  subject to obtaining any necessary corporate approvals of such
                  resolution.

            (C)   Arbitration. Any dispute, difference, disagreement,
                  controversy or claim arising out of or in connection with this
                  Agreement or any of the Ancillary Agreements not resolved
                  pursuant to the process contemplated by Section 16(B)
                  ("Dispute") including any question regarding their existence,
                  negotiation, interpretation, application, performance, breach,
                  validity or termination, but excluding any dispute,
                  difference, disagreement, controversy or claim arising out of
                  or in connection with any of the matters referred to in
                  Section 9(E) ("Disputes not subject to Arbitration"), shall be
                  finally settled under the Rules of Arbitration of the
                  International Chamber of Commerce ("ICC Rules") by a sole
                  arbitrator. The arbitration shall commence at the expiration
                  of the thirty (30) day period contemplated by Section 16(B) ,
                  unless the Parties otherwise agree. On or prior to the
                  expiration of such thirty (30) day period, each Party shall
                  nominate one selector. The two (2) selectors so nominated
                  shall appoint the presiding arbitrator. If either party fails
                  to nominate a selector by the end of the thirty (30) day
                  period referred to in Section 16(B), such arbitrator shall be
                  appointed by the party who appointed a selector. If the two
                  (2) selectors nominated by the Parties fail to agree upon a
                  presiding arbitrator within thirty (30) days of the
                  appointment of the second arbitrator, the presiding arbitrator
                  shall be appointed by the ICC International Court of
                  Arbitration ("ICC Court").

            (D)   Place and Language of Arbitration. The arbitration shall take
                  place in Montreal, Quebec. The language of the arbitration
                  shall be English.

            (E)   Hearing; Award. The Parties shall use their reasonable efforts
                  to cause the hearing on the merits to take place within one
                  hundred and twenty (120) days of the appointment of the
                  presiding arbitrator. The arbitration award shall be in
                  writing, shall set forth in reasonable detail the basis for
                  the decision and shall be rendered within thirty (30) days of
                  the end of the hearing.


                                      -96-
<PAGE>

            (F)   Costs of the Arbitration. Each of the Parties shall bear
                  one-half of the costs of the arbitration, including the fees
                  and expenses of the arbitrator and any expert appointed by the
                  arbitrator, and each party shall bear all legal and other
                  costs incurred by it in connection with the arbitration.

            (G)   Provisional Measures. For the purposes of any provisional or
                  interim measure in aid of the arbitration proceedings, the
                  parties hereby submit to the non-exclusive jurisdiction of the
                  competent court in the judicial district of Montreal, Quebec.
                  Without prejudice to such provisional or interim remedies in
                  aid or arbitration as may be available under the jurisdiction
                  of a competent court, the arbitrator shall have full authority
                  to grant provisional or interim remedies and to award damages
                  for the failure of a party to respect any order of the
                  arbitrator to that effect.

            (H)   Governing Law. This Agreement and the Ancillary Agreements
                  shall be treated in all respects as a New York contract and
                  shall be governed by and construed in accordance with the Laws
                  of the State of New York (to the exclusion of its conflict of
                  law rules).

            (I)   Forum and Jurisdiction. The Parties hereby submit to the
                  exclusive jurisdiction of the competent court in the judicial
                  district of Montreal, Quebec for all Disputes not subject to
                  Arbitration.

      17.   Notices. Any notice, consent, authorization, direction or other
            communication required or permitted to be delivered or given
            hereunder shall be in writing and shall be delivered either by
            personal delivery, by registered mail or by telecopier or similar
            telecommunications device and addressed as follows:

<TABLE>
<S>                                                         <C>
                  If to Buyer:                              With a copy to (which such copy shall not
                                                            constitute notice):
                  FUJITSU TRANSACTION SOLUTIONS INC.
                  401 Hackensack Avenue,                    MORRISON & FOERSTER LLP
                  8th Floor,                                1290 Avenue of the Americas
                  Hackensack, NJ 07601                      New York, NY 10104
                  U.S.A.

                  Attn: Alan Wain
                  Fax No.: (201) 489-3704                   Attn:  Michael O. Braun
                                                            Fax No.: (212) 468-7900

                  If to Seller:                             With a copy to (which such copy shall not
                                                            constitute notice):
                  OPTIMAL ROBOTICS CORP.
                  c/o Osler, Hoskin & Harcourt LLP          OSLER, HOSKIN & HARCOURT LLP
                  1000 de La Gauchetiere Street West,       1000 de La Gauchetiere Street West, Suite 2100
                  Suite 2100                                Montreal, Quebec, Canada
                  Montreal, Quebec, Canada H3B 4W5          H3B 4W5

                  Attn: Warren M. Katz                      Attn: Warren M. Katz
                  Fax No.: (514) 904-8101                   Fax No.: (514) 904-8101
</TABLE>


                                      -97-
<PAGE>

            Any notice, consent, authorization, direction or other communication
            delivered as aforesaid shall be deemed to have been effectively
            delivered and received, if sent by telecopier on the day of receipt
            as stipulated on the acknowledgement of receipt (confirmation of
            receipt by confirmed facsimile transmission being deemed receipt)
            or, if delivered in any other manner, to have been delivered and
            received on the date of such delivery or, if sent by registered mail
            with acknowledgement of receipt requested, to have been delivered
            and received on the day of receipt as stipulated on the
            acknowledgement of receipt. Either party may change its address for
            service by notice delivered as aforesaid.

      18.   Assignment of Rights.

            (A)   Nothing in this Agreement shall be construed as a sale,
                  assignment, conveyance or transfer of, or an attempt to, where
                  applicable, sell, assign, convey or transfer, directly or
                  indirectly, any Contracts, Accounts Receivable, Transferred
                  Leases, Intellectual Property, Permits or other Purchased
                  Assets (collectively, the "Rights") if:

                  (i)   such Right is not saleable, assignable, conveyable or
                        transferable by Optimal without the consent of another
                        Person (if such consent has not been obtained) or such
                        sale, assignment, conveyance or transfer or attempted
                        sale, assignment, conveyance or transfer would
                        constitute a breach or termination of such Right without
                        the consent of another Person (if such consent has not
                        been obtained), or

                  (ii)  the remedies for the enforcement of such Right available
                        to Optimal would not pass to Buyer.

            (B)   If Optimal fails to obtain a consent to assign any Right to
                  Buyer such that the full value of any such Right may not be
                  realized for the benefit of Buyer, Optimal shall no later than
                  at Closing, to the extent permitted by Law and using its
                  reasonable efforts, take all such action and do or cause to be
                  done all such things (including entering into sub-contract or
                  service agreements) which are necessary or advisable in order
                  that the obligations of Optimal in connection with such Right
                  may be performed in such manner that the full value of such
                  Right to Optimal (or its Affiliates, as the case may be) is
                  preserved and enures to the benefit of Buyer.

            (C)   If Optimal provides to Buyer, the full value under any Right
                  pursuant to Section (B) above, Buyer shall be responsible for,
                  and shall pay or perform, all obligations relating thereto on
                  the same basis as if such Right had been assigned to and
                  assumed by Buyer.


                                      -98-
<PAGE>

      19.   Preservation of Records. Each of Buyer and Seller agrees to retain
            possession of, and cause its respective Affiliates to retain the
            possession of, all records, and information (i) relating to the
            Business in existence on the Closing Date and (ii) coming into
            existence within eight (8) years after the Closing Date which relate
            to the Business before the Closing Date; provided that eight (8)
            years after the Closing Date, each of Buyer and Seller, and their
            respective Affiliates, may dispose of any records or information
            that it reasonably believes is no longer needed to be retained. In
            addition, from and after the Closing Date, each of Buyer and Seller
            undertakes to provide access, and cause its respective Affiliates to
            provide access, to the other and the other's respective attorneys,
            accountants and other representatives (after reasonable notice and
            during normal business hours without interference with the ordinary
            conduct of the business and with reasonable charge) to the officers,
            directors, employees, attorneys, accountants and other
            representatives of the other and to such records and information
            (excluding Tax Returns and records and information pertaining to the
            period as and from the Closing Date) including information stored on
            computerized information retrieval systems, relating to the Business
            as each may reasonably deem necessary to properly prepare for, file,
            prove, answer, prosecute and/or defend any claim (including an
            assessment) or proceeding or in order to comply with or to evaluate
            any obligation or liability (under Law, by contract or otherwise).

      20.   No Assignment. This Agreement, and the covenants herein contained,
            shall be binding upon, shall inure to the benefit of, and shall be
            enforceable by the parties hereto and their respective successors
            and permitted assigns. Neither party may assign this Agreement,
            either in part or in whole, without the prior written consent of the
            other party.

      21.   Public Announcements. Except as otherwise permitted in Section 15,
            any public announcement, press release or similar publicity with
            respect to this Agreement will be issued, if at all, at such time
            and in such manner as the parties may mutually determine. Seller and
            Buyer will consult with each other concerning the means by which
            Seller's employees, customers, suppliers and others having dealings
            with Seller will be informed of the Transactions contemplated by
            this Agreement, and Buyer will have the right to be present for any
            such communication.

      22.   Cumulative Remedies. The rights and remedies available to any of the
            parties under this Agreement shall be deemed to be in addition to,
            and not in lieu of, any other rights and remedies available in law
            or equity.

      23.   Waiver. The waiver by either party to this Agreement of any breach
            of any provision of this Agreement shall not constitute a continuing
            waiver or a waiver of any breach of any other provision of this
            Agreement.

      24.   Severability. Any Section, Subsection or other subdivision of this
            Agreement or any other provision of this Agreement which is, or
            becomes, illegal, invalid or unenforceable in any situation in any
            jurisdiction, as determined in accordance with Section 16, shall not
            affect the validity or enforceability of the remaining terms and
            provisions hereof or the validity or enforceability of the offending
            term or provision in any other situation or in any other
            jurisdiction. In the event that


                                      -99-
<PAGE>

            any provision of this Agreement is determined in accordance with
            Section 16 to be invalid or unenforceable under applicable Law in
            any respect, each party hereto intends that such provision will be
            construed by modifying or limiting it so as to be valid and
            enforceable to the maximum extent compatible with, and possible
            under, applicable Law.

      25.   Governing Law. This Agreement shall be governed in all respects
            including its validity, construction, interpretation, breach,
            performance and termination by the Laws of the State of New York and
            any applicable federal Laws of the United States of America.

      26.   Captions. Section captions used herein are for reference purposes
            only and shall not in any way affect the meaning or interpretation
            of this Agreement.

      27.   Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed on original, but all of
            which taken together shall constitute one Agreement.

      28.   Entire Agreement; Amendment; Third Party Beneficiaries. This
            Agreement, together with the Disclosure Schedule, the Buyer's
            Disclosure Schedule and other Schedules and Exhibits attached hereto
            and the Guaranty of Fujitsu Limited dated the date hereof in favour
            of Optimal, supersede all other agreements and understandings
            between the parties, either oral or written, constitute the entire
            agreement of the parties with respect to the subject matter hereof,
            and may be amended only by an instrument in writing executed by all
            of the parties hereto. Except as provided in Article 10, this
            Agreement is for the sole benefit of the parties hereto and their
            permitted assigns and nothing herein, express or implied, is
            intended or shall confer upon any other Person or entity any legal
            or equitable right, benefit or remedy of any nature under or by
            reason of this Agreement.

      29.   Consents to Assignments. Nothing in this Agreement or the documents
            to be executed and delivered at the Closing shall be deemed to
            constitute an assignment or an attempt to assign any Permit,
            Contract or other agreement to which Optimal is a party, if the
            attempted assignment thereof without the consent of the other party
            to such Permit, Contract or other agreement would constitute a
            breach thereof or affect in any way the rights of Optimal
            thereunder.

      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 March 11, 2004; and further, provided,
            that Buyer shall reimburse Seller at the 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 and (y)
            obtaining the enforceability opinion under Section 13(B)(viii); 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.


                                     -100-
<PAGE>

      31.   Definitions. As used herein, the following capitalized terms have
            the following meanings:

            (A)   "Accounts Receivable" has the meaning ascribed thereto in
                  Section 1(K).

            (B)   "Affiliate" has the meaning ascribed thereto in the Canada
                  Business Corporations Act.

            (C)   "Ancillary Agreements" means the Assignment and Assumption
                  Agreement and the Bills of Sale.

            (D)   "Assignment and Assumption Agreement" means an assignment and
                  assumption agreement relating to the assumption of the Assumed
                  Liabilities by Buyer, in form and substance satisfactory to
                  the parties, acting reasonably,

            (E)   "Assumed Net Asset Value" has the meaning ascribed thereto in
                  Section 5.

            (F)   "Basket" has the meaning ascribed thereto in Section 10(C)(i).

            (G)   "Bills of Sale" means the bills of sale relating to the
                  transfer of the Purchased Assets by each of Optimal Corp.,
                  Optimal Inc. and Optimal Plc., in form and substance
                  satisfactory to the parties, acting reasonably,

            (H)   "Business" has the meaning ascribed thereto in Recital A.

            (I)   "Buyers Contact" has the meaning ascribed thereto in Section
                  15(B).

            (J)   "Buyer's Disclosure Schedule" has the meaning ascribed thereto
                  in Section 7(A).

            (K)   "Cap" has the meaning ascribed thereto in Section 10(C)(ii).

            (L)   "Closing" means the delivery, by Optimal to Buyer of the
                  Purchased Assets, the execution of the Bills of Sale and the
                  Assignment and Assumption Agreement and the payment by Buyer
                  to Optimal of the Purchase Price and the amounts payable under
                  Section 30.

            (M)   "Closing Balance Sheet" has the meaning ascribed thereto in
                  Section 5.

            (N)   "Closing Date" has the meaning ascribed thereto in Section 13.

            (O)   "COBRA" has the meaning ascribed thereto in Section 6(U).

            (P)   "Code" means the Internal Revenue Code of 1986, as amended and
                  the rules and regulations adopted thereunder.


                                     -101-
<PAGE>

            (Q)   "Confidential Information" has the meaning ascribed thereto in
                  Section 15(A).

            (R)   "Contract" or "Contracts" has the meaning ascribed thereto in
                  Section 1(F).

            (S)   "Customer Contracts" has the meaning ascribed thereto in
                  Section 1(A).

            (T)   "Damages" has the meaning ascribed thereto in Section 10(A).

            (U)   "Disclosing Party" has the meaning ascribed thereto in Section
                  15(A).

            (V)   "Disclosure Schedule" has the meaning ascribed thereto in
                  Section 6(A).

            (W)   "Dispute" and "Disputes not subject to arbitration" shall have
                  the meaning ascribed to them in Section 16(C).

            (X)   "Eligible Employees" has the meaning ascribed thereto in
                  Section 9(B)(i).

            (Y)   "Encumbrances" has the meaning ascribed thereto in Section
                  6(F).

            (Z)   "Environmental, Health and Safety Requirements" has the
                  meaning ascribed thereto in Section 6(S).

            (AA)  "Equipment" has the meaning ascribed thereto in Section 1(I).

            (BB)  "ERISA" means the Employee Retirement Income Security Act of
                  1974, as amended and the rules and regulations adopted
                  pursuant thereto.

            (CC)  "Excluded Assets" has the meaning ascribed thereto in Section
                  2.

            (DD)  "Excluded Intellectual Property" means the Intellectual
                  Property listed in Section 31(DD) of the Disclosure Schedule.

            (EE)  "Excluded Liabilities" has the meaning ascribed thereto in
                  Section 10(A)(i).

            (FF)  "Employee Benefit Plans" has the meaning ascribed thereto in
                  Section 6(U).

            (GG)  "Governmental Authority" means any federal, state, provincial,
                  municipal, local or foreign government or governmental
                  regulatory body and any of their respective subdivisions,
                  agencies, instrumentalities, authorities, courts or tribunals.

            (HH)  "ICC Rules" and "ICC Court" shall have the meaning ascribed to
                  them in Section 16(C).


                                     -102-
<PAGE>

            (II)  "Indemnified Party" has the meaning ascribed thereto in
                  Section 10(E).

            (JJ)  "Indemnifying Party" has the meaning ascribed thereto in
                  Section 10(E).

            (KK)  "Intellectual Property" means all:

                  (i)   information, including the whole or any portion or phase
                        of any scientific or technical information, design,
                        process, procedure, formula, pattern, compilation,
                        program, device, method, technique, know-how,
                        technology, invention, discovery, concept, improvement
                        or other intangible asset, or any business information
                        or plans, financial information, or listing of names,
                        addresses, or telephone numbers, that satisfies both of
                        the following: (1) it derives economic value, actual or
                        potential, from not being generally known to, and not
                        being readily ascertainable by proper means by, other
                        persons who can obtain economic value from its
                        disclosure or use, and (2) it is the subject of efforts
                        that are reasonable under the circumstances to maintain
                        its secrecy ("Trade Secrets");

                  (ii)  patents, patent applications and like protections
                        including without limitation statutory invention
                        registrations, provisionals, divisions, continuations,
                        substitutions, renewals, reissues, extensions,
                        continuations-in-part and reexaminations of the same and
                        patentable inventions and/or improvements thereto
                        ("Patents");

                  (iii) trade-marks, service marks, brands designs, trade dress,
                        logos, slogans, symbols, product names and other source
                        identifiers whether registered or not, applications to
                        register or renew and registrations, extensions and
                        renewals of the same, and the entire goodwill of the
                        business of Seller connected with and symbolized by such
                        rights ("Trade-marks");

                  (iv)  copyrights and registrations and applications therefor
                        in each work or authorship and derivative work thereof,
                        whether published or unpublished, as well as the parts
                        of the website screens related to the Purchased Assets
                        including, without limitation, those website screens
                        listed in Section 31(KK) of the Disclosure Schedule
                        ("Copyright");

                  (v)   domain names, web addresses and Internet locators
                        ("Domain Names"); and

                  (vi)  computer programs and software in object and source code
                        forms, operating and other systems, applications,
                        hardware and databases, whether operational or under
                        development or design, including source code and object
                        code for Seller's U-Scan product and documentation
                        corresponding thereto and any


                                     -103-
<PAGE>

                        software and source code necessary to support the U-Scan
                        and all firmware, development tools, compilers' notes,
                        comment code, instructions, scripts, commands, screen
                        designs, interfaces, menus, structures and arrangements,
                        algorithms, buttons and icons, enhancements, version
                        releases and updates thereto; and all files, data,
                        manuals, notes and other documentation related to or
                        associated with any of the foregoing, whether in
                        machine-readable form, programming language, or any
                        other language or symbols, whether stored, encoded,
                        recorded or written on disk, tape, film, memory device,
                        paper or any other medium, and improvements to any of
                        the foregoing; and technology used in the Business and
                        not embodied in any of the foregoing ("Technology").

            (LL)  "Inventory" has the meaning ascribed thereto in Section 1(C).

            (MM)  "Inventory Audit" has the meaning ascribed thereto in Section
                  5(B).

            (NN)  "Knowledge" means, in the case of Seller, information any of
                  the officers of Optimal Corp. listed in Section 31(NN) of the
                  Disclosure Schedule knew after due inquiry by such individuals
                  within Optimal, and in the case of Buyer, information any of
                  the individuals listed in Section 31(NN) of Buyer's Disclosure
                  Schedule knew after due inquiry by such individuals.

            (OO)  "Law" means any federal, state, provincial, municipal, local
                  or foreign law, ordinance, order, rule, regulation, license or
                  permit, and any order, writ, judgment, award, injunction, or
                  decree of any court or arbitrator or any Governmental
                  Authority having the force of law.

            (PP)  "Material", "Materially" or "Material Adverse Effect" means an
                  event or occurrence, the impact of which exceeds U.S.
                  Twenty-five Thousand Dollars (U.S.$25,000) or a series of
                  events or occurrences, the impact of which exceeds in the
                  aggregate U.S. Two Hundred Fifty Thousand Dollars
                  (U.S.$250,000).

            (QQ)  "NCR Agreement" has the meaning ascribed thereto in Section
                  6(C).

            (RR)  "Net Asset Value" has the meaning ascribed thereto in Section
                  5.

            (SS)  "Optimal Board" has the meaning ascribed thereto in Section
                  8(D).

            (TT)  "Permits" has the meaning ascribed thereto in Section 1(G).

            (UU)  "Permitted Encumbrances" means:

                  (i)   encumbrances of mechanics, labourers, workmen, builders,
                        contractors, suppliers of material or architects or
                        other similar encumbrances incidental to construction,
                        maintenance or repair operations which have either been
                        registered or filed pursuant to


                                     -104-
<PAGE>

                        Laws against the Business or not yet registered or filed
                        and which, in any such case, relate to obligations not
                        due and payable as at the Closing Date;

                  (ii)  statutory encumbrances relating to obligations not due
                        and payable as at the Closing Date;

                  (iii) encumbrances for Taxes, assessments, charges of
                        Governmental Authorities or levies not due and payable
                        as at the Closing Date;

                  (iv)  encumbrances for public utilities not due and payable as
                        at the Closing Date;

                  (v)   rights of equipment lessors under equipment leases
                        included in the Contacts provided however that such
                        rights shall be a Permitted Encumbrances only if the
                        terms of such equipment leases have been complied with
                        in all material respects through the Closing Date;

                  (vi)  financing statements evidencing the rights of equipment
                        lessors under equipment leases included in the Contracts
                        in and to the equipment or vehicles which are subject of
                        such Contracts provided that such financing statements
                        shall be Permitted Encumbrances only if the terms of
                        such equipment leases have been complied with in all
                        material respects through the Closing Date; and

                  (vii) any privilege in favour of any lessor, licensor or
                        permitter for rent to become due or for other
                        obligations or acts, the performance of which is
                        required under Contracts so long as the payment of or
                        the performance of such other obligation or act is not
                        delinquent and provided that such Encumbrances or
                        privileges do not adversely affect the use or value of
                        the assets affected thereby.

            (VV)  "Person" means any individual, corporation, partnership, joint
                  venture, association, limited liability company, joint stock
                  company, trust, or unincorporated association, or any
                  Governmental Authority, officer, department, commission,
                  board, bureau or instrumentality thereof.

            (WW)  "Proxy Materials" has the meaning ascribred thereto in Section
                  8(D)(iii).

            (XX)  "Purchase Price" has the meaning ascribed thereto in Section
                  4(A).

            (YY)  "Purchased Assets" has the meaning ascribed thereto in Section
                  1.

            (ZZ)  "Purchased Intellectual Property" has the meaning ascribed
                  thereto in Section 1(H).


                                     -105-
<PAGE>

            (AAA) "Real Property" has the meaning ascribed thereto in Section
                  6(K).

            (BBB) "Receiving Party" has the meaning ascribed thereto in Section
                  15(A).

            (CCC) "Restricted Area" has the meaning ascribed thereto in Section
                  9(E).

            (DDD) "Rights" has the meaning ascribed thereto in Section 18(A).

            (EEE) "Sellers Contact" has the meaning ascribed thereto in Section
                  15(B).

            (FFF) "Seller Representatives" has the meaning ascribed thereto in
                  Section 8(C).

            (GGG) "Seller Shareholders" has the meaning ascribed thereto in
                  Section 8(D).

            (HHH) "Shareholders' Meeting" has the meaning ascribed thereto in
                  Section 8(D).

            (III) "Survival Period" has the meaning ascribed thereto in Section
                  10(D).

            (JJJ) "Tax Returns" means all returns, reports, declarations,
                  elections notices, filings, forms, statements and other
                  documents (whether in tangible, electronic or other form) and
                  including any amendments, schedules, attachments, supplements,
                  appendices and exhibits thereto, made, prepared, filed or
                  required to be made, prepared or filed by Law in respect of
                  Taxes.

            (KKK) "Taxes" means any taxes, duties, fees, premiums, assessments,
                  imposts, levies and other similar charges imposed by any
                  Governmental Authority under applicable Law, including all
                  interest, penalties, fines, additions to tax or other
                  additional amounts imposed by any Governmental Authority in
                  respect thereof, and including those levied on, or measured
                  by, or referred to as, income, gross receipts, profits,
                  capital, transfer, land transfer, sales, goods and services,
                  harmonized sales, use, value-added, excise, stamp,
                  withholding, business, franchising, property, development,
                  occupancy, employer health, payroll, employment, health,
                  social services, education and social security taxes, all
                  surtaxes, all customs duties and import and export taxes,
                  countervail and anti-dumping, all licence, franchise and
                  registration fees and all employment insurance, health
                  insurance and Canada, Quebec and other government pension plan
                  premiums or contributions, and any such Taxes individually is
                  a "Tax".

            (LLL) "Telephone, Fax and E-Mail" has the meaning ascribed thereto
                  in Section 1(J).


                                     -106-
<PAGE>

            (MMM) "Third Party Claim" has the meaning ascribed thereto in
                  Section 10(G).

            (NNN) "Third Party Licences" has the meaning ascribed thereto in
                  Section 1(C).

            (OOO) "Transaction" has the meaning ascribed thereto in Section 3.

            (PPP) "Transferred Leases" has the meaning ascribed thereto in
                  Section 1(E).

            (QQQ) "Unaudited Financial Statements" has the meaning ascribed
                  thereto in Section 6(D).

            (RRR) "U-Scan Software" means the proprietary software of Optimal
                  Corp. that is part of the U-Scan system and which is contained
                  in the SourceSafe database and the PVCS server located at the
                  4700 de la Savane, Montreal premises of Optimal Corp.

            (SSS) "Vendor Contracts" has the meaning ascribed thereto in Section
                  1(B).

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


                                     -107-