EXHIBIT 10.14

                            ASSET PURCHASE AGREEMENT

                         DATED AS OF SEPTEMBER 30, 2003

                                      among

                           OPTIMAL SERVICES GROUP INC.
                                (the "Purchaser")

                                       and

                                    RBA INC.
                                 (the "Seller")

                                       and

                                 RICHARD BESNER
                               (the "Shareholder")

                             and to which intervenes

                             OPTIMAL ROBOTICS CORP.
                              ("Optimal Robotics")

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                                TABLE OF CONTENTS

                                                                            Page

Article 1 PURCHASE AND SALE...................................................23
   1.1   Acquired Assets......................................................23
   1.2   Excluded Assets......................................................23
   1.3   Assumption of Liabilities............................................23
   1.4   Excluded Liabilities.................................................23
   1.5   Effective Date.......................................................23
   1.6   Considerations and Payment...........................................23
   1.7   Consents and Releases................................................23
   1.8   Accounts Receivable Elections........................................23
   1.9   GST and QST Elections................................................23
   1.10     Assets belonging to Affiliates....................................23

Article 2 Closing.............................................................23
   2.1   Closing..............................................................23
   2.2   Schedules............................................................23

Article 3 Representations and Warranties by the Seller........................23
   3.1   Organization, Existence and Authority of the Seller..................23
   3.2   Immovable Property Leases............................................23
   3.3   Intellectual Property................................................23
   3.4   Litigation...........................................................23
   3.5   Contracts............................................................23
   3.6   Employees............................................................23
   3.7   Employee Plans.......................................................23
   3.8   Inventory............................................................23
   3.9   Accounts Receivable..................................................23
   3.10     Financial Statements..............................................23
   3.11     Condition of and Title to Assets..................................23
   3.12     Absence of Certain Changes or Events..............................23
   3.13     Governmental Permits..............................................23
   3.14     Compliance with Laws..............................................23
   3.15     No Options, etc...................................................23
   3.16     Books and Records.................................................23
   3.17     No Liabilities....................................................23
   3.18     Environmental Matters.............................................23
   3.19     Residence of the Seller...........................................23
   3.20     Suppliers and Customers...........................................23
   3.21     Product Liability and Product Warranty............................23
   3.22     Worker's Compensation Matters.....................................23
   3.23     Receivables.......................................................23
   3.24     Payables..........................................................23
   3.25     Notices...........................................................23
   3.26     Taxes.............................................................23
   3.27     Movable Property and Vehicles.....................................23
   3.28     Insurance.........................................................23
   3.29     Full Disclosure...................................................23

Article 4 Representations and Warranties by the Purchaser
          AND OPTIMAL ROBOTICS................................................23
   4.1   Organization, Existence and Authority of the Purchaser...............23
   4.2   Organization, Existence and Authority of Optimal Robotics............23
   4.3   Litigation...........................................................23

Article 5 Covenants of the PARTIES............................................23
   5.1   Conduct of Business..................................................23
   5.2   No Encumbrances......................................................23
   5.3   Access...............................................................23
   5.4   Consents and Estoppel Certificate....................................23
   5.5   Additional Agreements................................................23
   5.6   Notice of Untrue Representation or Warranty..........................23
   5.7   Unearned Revenues....................................................23
   5.8   Confidentiality......................................................23
   5.9   Cooperation in the Defence of Claims.................................23
   5.10     Covenant to Satisfy Closing Conditions............................23
   5.11     Montcap Guarantee.................................................23

Article 6 Employees...........................................................23

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                                      -ii-


   6.1   Employees............................................................23
   6.2   Terminated Employees.................................................23
   6.3   Employee Plans.......................................................23
   6.4   No Third Party Beneficiaries.........................................23

Article 7 Termination of Agreement............................................23
   7.1   Termination by the Purchaser.........................................23
   7.2   Termination by the Seller............................................23
   7.3   Other Termination Rights.............................................23
   7.4   Effect of Termination................................................23

Article 8 Conditions to the Closing...........................................23
   8.1   Conditions to Obligations of the Purchaser...........................23
   8.2   Conditions to Obligations of the Seller..............................23

Article 9 Survival; Indemnification...........................................23
   9.1   Survival; Remedy for Breach..........................................23
   9.2   Indemnification by the Seller........................................23
   9.3   Indemnification by the Purchaser.....................................23
   9.4   Extension of Indemnities.............................................23
   9.5   Taxes................................................................23
   9.6   Limitations..........................................................23

Article 10 Notices............................................................23
   10.1     Notices...........................................................23

Article 11 Certain Definitions................................................23
   11.1     Definitions.......................................................23

Article 12 Miscellaneous......................................................23
   12.1     Brokers...........................................................23
   12.2     Expenses..........................................................23
   12.3     Announcements.....................................................23
   12.4     Successors and Assigns............................................23
   12.5     Schedules and Exhibits............................................23
   12.6     Entire Agreement; Amendment.......................................23
   12.7     Counterparts......................................................23
   12.8     Agreement to Take Necessary and Desirable Actions.................23
   12.9     Headings..........................................................23
   12.10    Governing Law.....................................................23
   12.11    Severability......................................................23
   12.12    Jurisdiction; Consent to Service of Process.......................23
   12.13    Waiver............................................................23
   12.14    Guarantee of the Shareholder......................................23
   12.15    Conditions of the Guarantee.......................................23
   12.16    Language..........................................................23

Article 13 severance paymentS and other matters...............................23
   13.1     Severance Payments................................................23
   13.2     Moneris Indemnity.................................................23

EXHIBITS               DESCRIPTION

Exhibit A        --    Form of Employment Agreement
Exhibit B        --    Form of Opinion of Seller's Counsel
Exhibit C        --    Form of Opinion of Purchaser's Counsel
Exhibit D        --    Form of Holdback Disbursement Agreement
Exhibit E        --    Form of Non-Compete Covenant
Exhibit F        --    Form of Assignment of the Fiducie RBA/RBA Trust
Exhibit G        --    Form of Termination Agreement

SCHEDULES              DESCRIPTION

Schedule 1.1(b)  --    Inventory
Schedule 1.1(c)  --    Equipment
Schedule 1.1(e)  --    Proprietary Computer Software Systems
Schedule 1.1(f)  --    Vehicles

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                                     -iii-


Schedule 1.2(b)  --    Excluded Contracts
Schedule 1.2(d)  --    Excluded Receivables
Schedule 1.2(f)  --    Third Party Software Systems
Schedule 1.3(a)  --    Capital Leases
Schedule 1.3(b)  --    Accrued Liabilities
Schedule 1.3(d)  --    Contracts where the Seller has been paid in advance
Schedule 1.3(e)  --    Incomplete Purchase Orders/Requests
Schedule 1.6(c)  --    Copy of Moneris letter dated August 25, 2003
Schedule 1.7     --    Required Consents and Releases
Schedule 3.1(b)  --    Bankruptcy or Reorganization Proceedings
Schedule 3.1(c)  --    Other Consents
Schedule 3.2     --    Immovable Property Leases
Schedule 3.3     --    Intellectual Property
Schedule 3.4     --    Litigation
Schedule 3.5     --    Material Contracts
Schedule 3.6     --    Employee Matters
Schedule 3.7     --    Employee Plans
Schedule 3.10(a) --    Acquired Business Balance Sheet
Schedule 3.10(b) --    Financial Statements
Schedule 3.11    --    Assets Held by Non-Arm's Length Persons
Schedule 3.13    --    Required Permits
Schedule 3.18    --    Environmental Matters
Schedule 3.20    --    Suppliers and Customers
Schedule 3.21    --    Product Liability
Schedule 3.22    --    Workers' Compensation Matters
Schedule 3.23    --    Receivables
Schedule 3.24    --    Payables
Schedule 3.25    --    Notices
Schedule 3.26    --    Taxes
Schedule 3.28    --    Insurance Policies
Schedule 6.1     --    Employees
Schedule 6.2     --    Terminated Employees
Schedule 11.1(z) --    Permitted Liens

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                                      -4-


                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT ("Agreement") dated as of September 30, 2003.

AMONG:                       OPTIMAL SERVICES GROUP INC., a Canadian corporation

                             (the "Purchaser")

AND:                         RBA INC., a Canadian corporation

                             (the "Seller")

AND:                         RICHARD BESNER, a businessman

                             (the "Shareholder")

AND TO WHICH INTERVENES:     OPTIMAL ROBOTICS CORP., a Canadian corporation

                             ("Optimal Robotics")

                               W I T N E S S E T H

WHEREAS the Seller provides multivendor hardware maintenance outsourcing
services across Canada, including (i) Interac/Credit Cards system maintenance
outsourcing services and (ii) computer maintenance services (the "Acquired
Business"); and

WHEREAS the parties desire to enter into this Agreement pursuant to which the
Seller will convey to the Purchaser and the Purchaser will acquire from the
Seller the business, assets, properties and intellectual property constituting
the Acquired Business in exchange for the consideration hereinafter specified;

NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties, covenants, agreements and conditions contained
herein, the parties hereto hereby agree as follows:

                                   ARTICLE 1
                                PURCHASE AND SALE

1.1   Acquired Assets

      Except as otherwise specifically provided for herein, at the Closing, and
      with effect as of 6:00 p.m. (the "Effective Time") on the Closing Date,
      the Seller shall sell, transfer, convey and assign to the Purchaser and
      the Purchaser shall purchase, accept and acquire all of the Seller's
      right, title and interest in and to all of the business, assets,
      properties and intellectual property of the Seller, other than the
      Excluded Assets (as defined below), wheresoever situate (whether within
      the Province of Quebec or otherwise), (collectively, the "Assets")
      including, without limitation, the following:

      (a)   the full benefit of all contracts, including leases of movable
            property and equipment, licence agreements, undertakings and
            commitments of any nature, written or oral, to which the Seller is
            entitled or is a party (the "Contracts"), including, without
            limitation: (i) all outstanding proposals for maintenance or repair
            services submitted by the Seller to any of its customers, (ii) all
            unfilled purchase orders/requests or commitments for services
            received by the Seller, (iii) all restrictive agreements and
            negative covenant agreements that the Seller may have with its
            employees, past and present, and (iv) the Material Contracts ;

      (b)   all inventories, finished goods, materials and supplies, spare
            parts, work-in-progress and maintenance items of the Seller,
            including, without limitation, those items listed in Schedule 1.1(b)
            (collectively, the "Inventory");

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                                      -5-


      (c)   all movable property and equipment and interests therein of the
            Seller, including, but not limited to, all furniture, furnishings,
            prototypes, fixtures, computers, office equipment (including word
            processing, accounting, communication and reproduction equipment),
            tools, test equipment and training equipment including, without
            limitation, the movable property and equipment listed in Schedule
            1.1(c) (collectively, the "Movable Property");

      (d)   all tangible records, files, documents, correspondence and other
            data however embodied (including, without limitation, on computer
            disks and tapes and photographic negatives) including, without
            limitation, business reports, plans and projections, customer and
            supplier lists, promotional or marketing materials, referral
            sources, books of account, tax records, account service histories
            and dispatch data, vendor lists, service manuals, service plans,
            parts lists, operator manuals, customer manuals, engineering changes
            (including engineering change notices), computer programs and
            software, purchase, sales and services correspondence, budgets,
            employee files, all customer and supplier information and files,
            research and development records, consents, approvals,
            authorizations, records and correspondence that relate to Permits,
            "how to" specifications, installation procedures, maintenance
            analysis procedures and repair manuals (collectively, the "Books and
            Records"), except for those records, files and other data which the
            Seller is unable to sell, transfer, convey or assign to the
            Purchaser pursuant to applicable Law; the Purchaser hereby
            authorizes the Seller to keep one archival copy of the Books and
            Records to be used by the Seller solely in the event of any dispute
            regarding the Assets, the Acquired Business or this Agreement, or in
            connection with the discussion, defense or settlement of any claim
            or potential claim by or against the Seller, its shareholders or
            directors including, without limitation, any tax audit or
            assessment, and the Purchaser undertakes to grant reasonable access
            to the Seller at any time following the Closing Date to the IBM
            AS/400 equipment and back-up systems to read, process and copy any
            such Books and Records which by their nature cannot be read,
            processed or copied otherwise, it being understood that the Seller
            shall not use such Books and Records for any other purpose,
            including, without limitation, to compete with the Acquired Business
            or to solicit clients of the Acquired Business; the Purchaser,
            acting reasonably, at any time following the Closing Date will have
            access to the Seller's legal files related to the Assets and the
            Acquired Business (except for the Shareholder's personal files, the
            Seller's corporate records and all files related to the negotiation
            and sale of the Acquired Business), on a need-to-know basis, which
            are currently located at the offices of the three (3) law firms
            Desjardins Ducharme Stein Monast, Mendelsohn and Le Corre et
            Associes, upon reasonable notice and at the Purchaser's costs, and
            the Seller undertakes to grant all necessary consent or
            authorization to facilitate such access;

      (e)   all copies of and any rights to proprietary computer software
            systems including, without limitation, those listed in Schedule
            1.1(e);

      (f)   all trailers, trucks, material handling equipment, cars and other
            vehicles owned or leased by the Seller, including, without
            limitation, those listed and described in Schedule 1.1(f)
            (collectively, the "Vehicles") as well as all assignable warranties
            related to the Vehicles;

      (g)   all accounts receivable, trade accounts notes receivable, book debts
            and other debts due or accruing due to the Seller (collectively, the
            "Receivables") and the full benefit of all security for any of the
            Receivables;

      (h)   all prepaid expenses and security deposits of the Seller, except as
            otherwise expressly excluded in this Agreement;

      (i)   all right, title and interest of the Seller in and to the Immovable
            Property Leases (including, without limitation, any security
            deposits and any options to renew or purchase related thereto), the
            premises subject to such Immovable Property Leases and the leasehold
            improvements pertaining thereto;

      (j)   all Permits owned, held or used by the Seller, to the extent
            transferable, including, without limitation, the Permits listed in
            Schedule 3.13;

      (k)   any and all (i) trademarks, trade names, business names, brand
            names, service marks, computer software, computer programs,
            copyrights, designs, trade secrets, inventions, patents, franchises,
            formulae, processes, know-how, technology and related goodwill, (ii)
            applications, registrations, issued patents, continuations in part,
            divisional applications or analogous rights or licence rights
            therefor, and (iii) other intellectual or industrial property,
            including, without limitation, the intellectual property described
            in Schedule 3.3, in each case, owned or used by the Seller
            (collectively, the "Intellectual Property");

      (l)   the goodwill of the Seller, including, without limitation, the
            exclusive right to the Purchaser to (i) represent itself as carrying
            on the Acquired Business in continuation of and in succession to the
            Seller, and (ii) use any words indicating that the Acquired Business
            is so carried on, including all of the Seller's right, title

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                                      -6-


            and interest in and to the name "RBA", together with the rights, if
            any, to telephone and facsimile numbers and internet domain names
            owned or used by the Seller;

      (m)   all claims of the Seller against third parties, whether known or
            unknown, choate or inchoate, contingent or otherwise;

      (n)   all artwork, signs, facia, merchandising units, exhibits and
            packaging;

      (o)   all proceeds of any or all of the foregoing; and

      (p)   all other property, assets and rights, movable or immovable,
            tangible or intangible, owned by the Seller.

1.2   Excluded Assets

      Notwithstanding the foregoing, the Assets to be purchased and sold
      pursuant to this Agreement shall not include any of the following
      (collectively, the "Excluded Assets"):

      (a)   all cash, marketable securities, bank balances, money in possession
            of banks and other depositaries (other than security deposits held
            by suppliers), term or time deposits and similar cash items owned or
            held by or for the account of the Seller as of the Closing Date
            including, without limitation, that certain sum of money paid prior
            to the date hereof by the Seller to La Societe des Loteries Video du
            Quebec (the "SLVQ") as a deposit (the "SLVQ Deposit"; the amount of
            the SLVQ Deposit together with the amount of all such cash or
            similar cash items being sometimes hereinafter referred to
            collectively as the "Cash Amount"). The parties agree that the SLVQ
            Deposit shall not be withdrawn from SLVQ and that an equivalent sum
            of money in the amount of two hundred thousand dollars ($200,000)
            shall be paid at Closing by the Purchaser to the Seller. The Parties
            will execute on the Closing Date an assignment agreement providing
            for the assignment of the SLVQ Deposit to the Purchaser and such
            assignment shall be properly notified to SLVQ (the "SLVQ Assignment
            Agreement"). In the event that the Purchaser performs its
            obligations pursuant to the service agreement with SLVQ under the
            licence issued by SLVQ to the Seller (the "Seller's Licence") until
            the SLVQ issues a licence to the Purchaser, the Purchaser undertakes
            to assume all obligations under the Seller's Licence to the complete
            exculpation of the Seller, and the Purchaser shall indemnify, defend
            and hold harmless the Seller for any Damages incurred or suffered by
            the Seller arising out of or resulting from the Purchaser's
            performance or non-performance under the Seller's Licence.

      (b)   any interest of the Seller in the contracts listed in Schedule
            1.2(b), related to the lease, rental or use of immovable property or
            fixtures other than with respect to the premises subject to the
            Immovable Property Leases;

      (c)   any interest of the Seller in insurance policies;

      (d)   any amounts received or recovered with respect to any dispute,
            litigation, action or proceeding listed in Schedule 1.2(d);

      (e)   income tax refunds and other tax refunds receivable by the Seller;

      (f)   any rights to the third party proprietary computer software systems
            listed in Schedule 1.2(f), to the extent only that the consent of
            the licensors or lessors thereof is required to transfer or assign
            the Seller's interest in such systems to the Purchaser and such
            consent is refused by the licensor or lessor. The Seller shall use
            its best efforts, but shall not be required to pay any licence or
            transfer fees or otherwise expend any funds, to obtain the consents
            of the licensors or lessors thereof to such transfer or assignment;

      (g)   those assets of the Seller, not expressly included within the
            Assets, in regard to which there is a corresponding obligation,
            other than an Assumed Liability, that has not been fully paid or
            otherwise performed by the Seller as of the Effective Time; and

      (h)   the minute books, corporate seal and corporate records of the
            Seller.

1.3   Assumption of Liabilities

      Except as otherwise specifically provided herein, the Purchaser shall, as
      of the Effective Time on the Closing Date, assume and thereafter pay,
      perform or discharge when due, to the complete exculpation of the Seller,
      or

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                                      -7-


      reimburse the Seller for any payments made on the Purchaser's behalf with
      respect to (collectively, the "Assumed Liabilities"):

      (a)   the obligations of the Seller accruing as and from the Effective
            Time on the Closing Date under the capital leases listed in Schedule
            1.3(a) (the "Capital Leases");

      (b)   all trade and other accounts payable and all accrued liabilities
            relating to the Acquired Business that are outstanding as at the
            close of business on the Closing Date and which are listed on
            Schedule 1.3(b) (for the period up to August 31, 2003) or on the
            Closing Balance Sheet (collectively, the "Accrued Liabilities");

      (c)   all trade and other accounts payable relating to the Acquired
            Business that accrue as and from the Effective Time on the Closing
            Date;

      (d)   the Seller's obligations accruing as and from the Effective Time on
            Closing Date under the Contracts (including those Contracts in
            respect of which the Seller has been paid in advance for the
            services to be provided thereunder, a list of which Contracts for
            which payments have been received on or prior to August 31, 2003 is
            attached hereto as Schedule 1.3(d)) and the Immovable Property
            Leases;

      (e)   the Seller's obligation to complete all purchase orders/requests for
            services entered into in the ordinary course of the operations of
            the Acquired Business (a list of uncompleted purchase
            orders/requests involving payments in excess of CDN$150,000 each and
            dated on or earlier than August 31, 2003 is attached as Schedule
            1.3(e)) to the extent unfilled on the Closing Date, except for those
            purchase orders/requests for service which are cancelled (without
            any obligation surviving) by the Purchaser after the Closing Date;

      (f)   the Seller's obligation to pay the Settlement Amount;

      (g)   the Seller's obligation to pay the commission, in the amount of
            $406,113.29 (including GST of $24,500.00, QST of $28,087.50 and out
            of pocket expenses of $3,525.79), owing to CIBC in connection with
            the transactions herein contemplated;

      (h)   the indebtedness owing by the Seller to Montcap Financial
            Corporation pursuant to the agreement dated April 2, 2003. The
            amount of such indebtedness as at the close of business on September
            30, 2003 is two million five hundred sixty-three thousand thirty-six
            Canadian Dollars and fifty-four cents (CDN$2,563,036.54) inclusive
            of the Montcap Fee, legal fees and miscellaneous charges to be
            included in the final statement to be delivered by Montcap Financial
            Corporation;

      (i)   the obligation of the Seller to pay the Montcap Fee;

      (j)   any liability or claim arising out of the ownership of the Assets or
            the operation of the Acquired Business accruing as and from the
            Effective Time on the Closing Date, including without limitation,
            any claim for injury to any employee, to the extent that the
            occurrence alleged to give rise to such liability is subsequent to
            the Effective Time on the Closing Date;

      (k)   any liabilities of the Seller accruing from or being determined by
            reference to any period prior to, as at and subsequent to the
            Effective Time on the Closing Date relating to the employment of
            those of the employees of the Seller who shall have continued their
            employment with the Purchaser as contemplated under Section 6.1
            including, without limitation, any liabilities to said employees (i)
            for salary, wages, accumulated overtime, severance payment or other
            separation benefits, bonuses, vacation pay, accumulated vacation
            time and other compensation and (ii) arising out of the Employee
            Plans such liabilities accruing from or being determined by
            reference to any period prior to, as at and subsequent to the
            Closing Date;

      (l)   any liabilities of the Purchaser for or relating to any Taxes
            relating to the Acquired Business or the Assets accrued or incurred
            after the Effective Time on the Closing Date;

      (m)   any obligation or liability under Contract which is not assignable
            to the Purchaser (or which is assignable to the Purchaser but only
            with the consent of a third party and such consent is not obtained)
            and with respect to which the Purchaser receives all or
            substantially all of the benefits of the Seller thereunder; and

      (n)   any other liabilities incurred by the Seller with respect to the
            Acquired Business expressly assumed by the Purchaser under this
            Agreement.

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1.4   Excluded Liabilities

      Except for Assumed Liabilities, the Purchaser shall not, and does not
      assume, agree to perform or discharge, indemnify the Seller against or
      otherwise have any responsibility for any liabilities, costs, expenses,
      claims against or losses of the Seller (collectively the "Excluded
      Liabilities"), including, without limitation, the following:

      (a)   any liabilities of the Seller for or relating to any Taxes relating
            to the Acquired Business or the Assets, which are accrued or
            incurred before the Effective Time on the Closing Date;

      (b)   any liability of the Seller not disclosed on the Closing Balance
            Sheet pertaining to any employee of the Seller not listed in
            Schedule 6.1 or Schedule 6.2, or the termination of his or her
            employment;

      (c)   except as otherwise provided in Section 1.3, with respect to any
            litigation, action or proceeding, whether or not now pending or
            threatened, to the extent based on events occurring or a state of
            facts existing on or prior to the Effective Time on the Closing
            Date, whether or not the Seller has been notified of any existing or
            potential claims with respect to products used or services rendered
            by the Seller prior to the Closing;

      (d)   any current liability which accrued prior to the Effective Time on
            the Closing Date and not disclosed on Schedule 1.3(b) or on the
            Closing Balance Sheet;

      (e)   where a current liability which accrued prior to the Effective Time
            on the Closing Date is disclosed on the Closing Balance Sheet but
            the actual amount of such liability exceeds the amount disclosed,
            the amount in excess of the amount so disclosed;

      (f)   any obligations or liabilities of the Seller arising out of any
            immovable property leases listed in Schedule 1.2(b);

      (g)   whether or not disclosed by Seller, any retention bonus or sale of
            business bonus (golden parachute), if any, payable to any employee
            of Seller as a result of the consummation of the transactions
            contemplated herein;

      (h)   any obligation or liability under Contract which is not assignable
            to the Purchaser (or which is assignable to the Purchaser but only
            with the consent of a third party and such consent is not obtained)
            and with respect to which the Purchaser does not receive all or
            substantially all of the benefits of the Seller in accordance with
            Section 5.5(b), provided that the Seller and the Purchaser shall
            cooperate in order that the Purchaser receives such benefits or, in
            the event that the Purchaser does not receive such benefits, the
            Purchaser undertakes to use reasonable commercial efforts to assist
            the Seller, at the Seller's costs, with its obligations under such
            contracts; and

      (i)   any liability arising out of the Factoring Services Agreement dated
            as of April 2, 2003 between Montcap Financial Corporation and the
            Seller other than the obligations expressly assumed by the Purchaser
            pursuant to the Termination Agreement.

1.5   Effective Date

      It is understood and agreed that the Purchaser is acquiring the Assets and
      assuming the Assumed Liabilities as of the Effective Time on the Closing
      Date.

1.6   Considerations and Payment

      (a)   The purchase price for the Assets (the "Purchase Price") shall be
            the sum of (a) four million seven hundred thousand Canadian Dollars
            (CDN$4,700,000), less the Cash Amount (which the parties estimate to
            be seven hundred thousand Canadian Dollars (CDN$700,000) as at the
            Closing Date) and subject to the Post-Closing Adjustment as provided
            in Section 1.6(d) below (the "Cash Consideration"), (b) the amount
            of the Assumed Liabilities; (c) the amount of two hundred thousand
            Canadian Dollars (CDN$200,000) in consideration for the SLVQ Deposit
            (the "SLVQ Payment"); and (d) the Severance Payments (as defined
            below in Article 13). Payment of the Purchase Price shall be
            effected, as to the Cash Consideration, the SLVQ Deposit and the
            estimated Severance Payments in the amount of eight hundred
            ninety-eight thousand eight hundred fourteen Canadian Dollars and
            forty-seven cents (CDN$898,814.47), by the payment of same in
            accordance with the provisions of Section 1.6(b) and, as to the
            Assumed Liabilities, by the assumption and payment of same by the
            Purchaser.

<PAGE>
                                       -9-


      (b)   On the Closing Date, the Purchaser will deliver (i) to the Seller, a
            bank draft or a certified cheque in the amount of three million four
            hundred thousand Canadian Dollars (CDN$3,400,000), on account of the
            Cash Consideration and the SLVQ Payment; (ii) to Kaplan Burack
            Hayden Nayer Silverman (the "Agent"), a bank draft or a certified
            cheque in the amount of one million Canadian Dollars (CDN$1,000,000)
            (the "Holdback Amount"), on account of the Cash Consideration, such
            Holdback Amount to be dealt with in accordance with the provisions
            contained in Section 1.6(f); and (iii) to the Agent, a bank draft or
            a certified cheque in the amount of eight hundred ninety-eight
            thousand eight hundred fourteen Canadian Dollars and forty-seven
            cents (CDN$898,814.47), on account of the estimated Severance
            Payments, to be dispersed by the Agent to the individuals to whom
            the Seller and the Purchaser have jointly agreed the Severance
            Payments shall be payable. As set forth in Section 1.6(c), a
            procedure has been established for the purpose of preparing the
            Closing Balance Sheet and establishing any Post-Closing Adjustment
            to determine the final Purchase Price.

      (c)   Not more than fifty-five (55) days after the Closing Date, the
            Seller shall deliver to the Purchaser an unaudited closing balance
            sheet (the "Closing Balance Sheet") of the Acquired Business as at
            the Effective Time on the Closing Date, which Closing Balance Sheet
            shall be prepared on a basis that is consistent with prior periods,
            including, without limitation, on a basis consistent with the
            Financial Statements. The Purchaser and its representatives, acting
            reasonably, shall be permitted full access to observe at all times
            during normal business hours the preparation of the Closing Balance
            Sheet and to ask questions to the Seller and its representatives.
            Purchaser agrees to provide the Seller and the Seller's accountants,
            at no cost to the Purchaser, full access to the books and records of
            the Purchaser (relating to the Acquired Business and the Assets)
            only during normal business hours to the extent reasonably requested
            by the Seller for purposes of preparing the Closing Balance Sheet.
            Seller agrees to provide Purchaser and Purchaser's accountants, at
            no cost to Seller, full access to its books and records after the
            Closing Date to the extent reasonably requested by the Purchaser for
            purposes of reviewing the Closing Balance Sheet. Unless the
            Purchaser notifies the Seller in writing on or prior to the later of
            (i) the sixtieth (60th) day after the Closing Date, and (ii) the
            fifth (5th) business day after the delivery of the Closing Balance
            Sheet by the Seller to the Purchaser (the "Notice Deadline") that it
            disagrees with the Closing Balance Sheet (the "Purchaser's Notice"),
            the Closing Balance Sheet shall be deemed to constitute the Final
            Closing Balance Sheet (as hereinafter defined in this Section
            1.6(c)) and shall be conclusive and binding on the Seller and the
            Purchaser. The Purchaser's Notice shall clearly identify the item(s)
            disputed by the Purchaser with the value proposed for such item(s).
            If the Purchaser so notifies the Seller in writing on or prior to
            the Notice Deadline, the Seller and the Purchaser shall attempt to
            resolve their differences with respect to the disputed item(s)
            within five (5) days after the Seller's receipt of the Purchaser's
            Notice (such period hereinafter referred to as the "Five Day
            Period"). Any such dispute not resolved by the Seller and the
            Purchaser within the Five Day Period will be submitted forthwith to
            the President of the Order of Chartered Accountants (Quebec) (or, in
            his absence or refusal to act, any chartered accountant selected by
            the said President) (the "Arbitrator") for resolution. The
            Arbitrator shall make a determination on the disputes so submitted
            as well as such modifications, if any, to the Closing Balance Sheet
            as reflect such determination, within seven (7) business days
            following the expiry of the Five Day Period and the same shall be
            conclusive and binding upon the parties and may not be appealed. The
            Arbitrator shall have no right to make any determination with
            respect to the undisputed portions or items of the Closing Balance
            Sheet, and no such determination with respect to the undisputed
            portions or items of the Closing Balance Sheet shall be binding on
            the Purchaser or the Seller. For each item in dispute, if the
            Arbitrator's determination does not differ from the Seller's
            determination in the Closing Balance Sheet by more than twenty-five
            thousand Canadian Dollars (CDN$25,000) to the Purchaser's advantage,
            then no modification shall be made to the Closing Balance Sheet for
            such item, unless the aggregate amount of such modifications exceeds
            one hundred thousand Canadian Dollars (CDN$100,000), in which
            circumstance each of such items shall be adjusted in accordance with
            the Arbitrator's determination. The dollar amount of any disputed
            item shall not, however, be in excess of, nor less than, the
            greatest or lowest value, respectively, claimed for that particular
            item in the Closing Balance Sheet prepared by the Seller, in the
            case of the Seller, or in the Purchaser's Notice, in the case of the
            Purchaser. In the event that the net aggregate amount of all
            adjustments to the Closing Balance Sheet made by the Arbitrator to
            the Purchaser's advantage is less than or equal to one hundred
            thousand Canadian Dollars (CDN$100,000), the costs of the Arbitrator
            shall be borne solely by the Purchaser. In the event that the net
            aggregate amount of all adjustments to the Closing Balance Sheet
            made by the Arbitrator to the Purchaser's advantage is greater than
            one hundred thousand Canadian Dollars (CDN$100,000) and less than or
            equal to two hundred and fifty thousand Canadian Dollars
            ($CDN$250,000), the costs of the Arbitrator shall be borne equally
            by the Purchaser and the Seller. In the event that the net aggregate
            amount of all adjustments to the Closing Balance Sheet made by the
            Arbitrator to the Purchaser's advantage is greater than two hundred
            and fifty thousand Canadian Dollars (CDN$250,000), the costs of the
            Arbitrator shall be borne solely by the Seller. The Closing Balance
            Sheet as finally determined pursuant to the procedures set forth in
            this Section 1.6(c) is hereinafter referred to as the "Final Closing
            Balance Sheet".

      (d)   Notwithstanding any other provision hereof to the contrary, the
            amount to be included in the Closing Balance Sheet on account of the
            Settlement Amount shall be understated by three hundred thousand

<PAGE>
                                      -10-


            Canadian Dollars (CDN$300,000), to account for the fact that the
            Cash Consideration has been reduced by the same amount pursuant to
            the agreement of the parties that the Seller shall support three
            hundred thousand Canadian Dollars (CDN$300,000) on account of the
            Settlement Amount. In addition, the Closing Balance Sheet shall
            include, as a separate line item liability, five-sixths (5/6) of the
            amount, if any, by which the October Moneris Inventory Discrepancy
            exceeds the one million three hundred sixty-two thousand eighty-one
            Canadian Dollars (CDN$1,362,081) claim of Moneris as set forth in
            the letter dated August 25, 2003, a copy of which is attached hereto
            as Schedule 1.6(c).

      (e)   Further to the determination of the Final Closing Balance Sheet, the
            Purchase Price shall be adjusted as follows:

            (i)   the Purchase Price shall be reduced on a dollar for dollar
                  basis by the amount, if any, by which the shareholders'
                  deficit appearing on the Final Closing Balance Sheet exceeds
                  the amount of three hundred thousand Canadian dollars
                  (CDN$300,000); or

            (ii)  the Purchase Price shall be increased on a dollar for dollar
                  basis by the amount, if any, by which the shareholders'
                  deficit appearing on the Final Closing Balance Sheet is less
                  than the amount of three hundred thousand Canadian dollars
                  (CDN$300,000);

            (iii) the Purchase Price shall be reduced on a dollar for dollar
                  basis by the amount, if any, by which the Cash Amount
                  appearing on the Final Closing Balance Sheet exceeds seven
                  hundred thousand Canadian dollars (CDN$700,000); or

            (iv)  the Purchase Price shall be increased on a dollar for dollar
                  basis by the amount, if any, by which the Cash Amount
                  appearing on the Final Closing Balance Sheet is less than
                  seven hundred thousand Canadian dollars (CDN$700,000);

            the net aggregate adjustment pursuant to the foregoing clauses of
            this Section 1.6(d) being called the "Post Closing Adjustment".

      (f)   In the event of an increase in the Purchase Price, in accordance
            with the foregoing, the amount by which the Post-Closing Adjustment
            exceeds the Holdback Amount shall be paid by the Purchaser to a
            single account designated by the Seller, in immediately available
            funds, within three (3) business days following the determination of
            the Final Closing Balance Sheet (the "Payment Period"), and the
            Agent shall remit the Holdback Amount to the Seller within the
            Payment Period.

            In the event of a reduction in the Purchase Price, in accordance
            with the foregoing:

            (i)   if the amount of the Post-Closing Adjustment is less than the
                  Holdback Amount, then the Agent shall remit, within the
                  Payment Period, that portion of the Holdback Amount as shall
                  be equal to the Post-Closing Adjustment to the Purchaser and
                  the balance of the Holdback Amount, if any, to the Seller; or

            (ii)  if the amount of the Post-Closing Adjustment is greater than
                  the Holdback Amount, then the Agent shall remit, within the
                  Payment Period, the Holdback amount to the Purchaser and the
                  Seller shall pay to the Purchaser, within the Payment Period,
                  the amount by which the Post-Closing Adjustment exceeds the
                  Holdback Amount.

      (g)   Any amount paid by the Purchaser in respect of Severance Payments in
            excess of the amount estimated therefor in Section 1.6(b) shall be
            considered to form part of the Purchase Price.

      (h)   The Seller has remitted, concurrently herewith, the Holdback Amount
            to the Agent in order to secure the payment of the Post-Closing
            Adjustment and such Holdback Amount shall be dealt with in
            accordance with the terms of the Holdback Disbursement Agreement
            (the "Holdback Agreement") to be entered into on the Closing Date
            among the parties hereto and the Agent, which terms shall comply
            with the provisions of this Agreement, in the form attached hereto
            as Exhibit D.

      (i)   The Seller has remitted to the Agent, concurrently herewith, the
            estimated Severance Payments pursuant to Section 1.6(b) to be dealt
            with in accordance with the terms of the Holdback Agreement, except
            for unsettled Severance Payments which shall be settled in
            accordance with the provisions of Article 13.

<PAGE>
                                      -11-


1.7   Consents and Releases

      The Purchaser acknowledges that the Seller is a party to various Contracts
      with customers and Immovable Property Leases which, by their terms,
      require the Seller to seek and obtain certain consents and releases prior
      to their assignment to the Purchaser as contemplated in this Agreement.
      Schedule 1.7 attached hereto lists those of such consents and releases
      which the Purchaser requires the obtainment by the Seller as a condition
      of the Closing. The Seller shall use its best efforts to secure such
      consents and releases prior to Closing. In addition to its obligations as
      set forth in Sections 5.4 and 5.5(b) hereof, in the event that the Seller
      is unable to secure any of such consents and releases prior to Closing,
      the Seller covenants and agrees, after the Closing to assist the Purchaser
      in obtaining such consents and releases, together with any other consents
      and releases that the Purchaser may reasonably request of the Seller, and
      the Seller agrees to execute such documents as the Purchaser may
      reasonably request in connection therewith.

1.8   Accounts Receivable Elections

      The Seller and the Purchaser shall jointly execute elections with respect
      to the Receivables under Section 22 of the ITA and Section 184 of the QTA
      on the forms prescribed for such purposes and shall designate therein the
      value of the Receivables as set forth in the Final Closing Balance Sheet.
      The Seller and the Purchaser shall file such election forms, along with
      any documentation necessary or desirable to give effect to such elections,
      with the Canada Customs and Revenue Agency and the Ministere du Revenu du
      Quebec within the prescribed delays.

1.9   GST and QST Elections

      The Seller and Purchaser shall jointly execute elections under Section 167
      of the ETA and Section 75 of the QSTA on the forms prescribed for such
      purposes, along with any documentation necessary, in order to effect the
      sale of the Assets by the Seller to the Purchaser without payment of any
      federal goods and services tax ("GST") and Quebec sales tax ("QST"). The
      Purchaser shall file the election forms referred to hereinabove with the
      Canada Customs and Revenue Agency and the Ministere du Revenu du Quebec,
      respectively, together with the Purchaser's GST and QST returns for the
      Purchaser's GST and QST reporting period during which the transactions of
      purchase and sale contemplated herein are consummated.

1.10  Assets belonging to Affiliates

      To the extent that any asset owed by an Affiliate of the Seller or by a
      shareholder of the Seller or by any Person not at Arm's Length with such
      shareholder or the Seller is essential for the conduct of the Acquired
      Business or the use or operation of any of the Assets and would if owned
      by the Seller be considered to form part of the Assets, the Seller shall
      cause such Affiliate, Person or shareholder to convey and transfer such
      asset to the Purchaser, or the Seller for conveyance to the Purchaser at
      Closing.

                                    ARTICLE 2
                                     CLOSING

2.1   Closing

      (a)   The closing of the purchase and sale of the Assets hereunder (the
            "Closing") shall take place at the offices of Heenan Blaikie at 6:00
            p.m. on September 30, 2003, or at such other time and place as the
            parties hereto may agree (the time and date of the Closing being
            hereinafter called the "Closing Date").

      (b)   At the Closing, the Seller shall deliver to the Purchaser in form
            and substance reasonably satisfactory to the Purchaser:

            (i)     certified copies of (A) the resolutions of the board of
                    directors of the Seller authorizing the Seller to execute
                    and deliver this Agreement and consummate the transactions
                    contemplated hereby, (B) a special resolution or minutes of
                    a special meeting of the shareholders of the Seller
                    authorizing the Seller to consummate the transactions
                    contemplated hereby, approved by the requisite majority of
                    all the shareholders voting as a group and approved by the
                    requisite majority of the holders of Class A shares and
                    Class C shares each voting separately as a class, and (C) a
                    list of the officers of the Seller authorized to sign
                    agreements together with their specimen signatures;

            (ii)    an employment agreement, substantially in the form attached
                    hereto as Exhibit A, duly executed by the Shareholder (the
                    "Employment Agreement");

            (iii)   the Holdback Agreement, duly executed by the Seller and the
                    Agent;

<PAGE>
                                      -12-


            (iv)    the SLVQ Assignment Agreement, duly executed by the Seller;

            (v)     evidence satisfactory to the Purchaser of the release and
                    discharge of all Encumbrances (other than Permitted Liens)
                    on the Assets;

            (vi)    a copy of the settlement agreement relating to the
                    settlement of the Moneris Claim;

            (vii)   all documents required to amend the corporate name of the
                    Seller to remove all references to "RBA", "Richard Besner
                    Associates", etc., and to cease the carrying on by the
                    Seller of business thereunder, together with proof that all
                    necessary proceedings of the Seller and its shareholders,
                    corporate or otherwise, have been taken to approve such
                    amendment and cessation;

            (viii)  a legal opinion of Desjardins Ducharme Stein Monast, as
                    counsel for the Seller, dated as of the Closing Date,
                    substantially in the form of Exhibit B hereto;

            (ix)    the consents and releases with respect to the Contracts and
                    Immovable Property Leases listed in Schedule 1.7;

            (x)     all necessary deeds, conveyances, assurances, transfers and
                    assignments and any other instruments necessary or
                    reasonably required by the Purchaser to transfer the Assets
                    to the Purchaser with a good and marketable title, free and
                    clear of all Encumbrances other than Permitted Liens;

            (xi)    possession of the Assets to the Purchaser;

            (xii)   assignment of any Permits to the extent permissible by Law;

            (xiii)  a certificate of status, compliance, good standing or like
                    certificate with respect to the Seller issued by the
                    appropriate Government Body dated not earlier than September
                    19, 2003 for the Provinces of Quebec, Ontario (evidence of
                    registration), Alberta and, on a best efforts basis, British
                    Columbia;

            (xiv)   domain name transfer agreements and trademark assignment
                    agreements duly executed by the Seller in form and substance
                    satisfactory to the Purchaser acting reasonably;

            (xv)    a non-compete covenant, the form of which is attached hereto
                    as Exhibit E, duly executed by the Seller and the
                    Shareholder;

            (xvi)   an assignment agreement relating to the Fiducie RBA/RBA
                    Trust (which was settled on January 30, 1998) in the form
                    attached hereto as Exhibit F duly executed by the Seller and
                    the Shareholder in his capacity as trustee thereof; and

            (xvii)  the Termination Agreement in the form attached hereto as
                    Exhibit G, duly executed by Montcap Financial Corporation
                    and the Seller.

      (c)   At the Closing, the Purchaser will deliver to the Seller in form and
            substance reasonably satisfactory to the Seller:

            (i)     certified copies of (A) the resolutions of the board of
                    directors of the Purchaser authorizing the Purchaser to
                    execute and deliver this Agreement and all other documents
                    ancillary thereto and to consummate the transactions
                    contemplated hereby and (B) a list of the officers of the
                    Purchaser authorized to sign agreements together with their
                    specimen signatures;

            (ii)    all appropriate documents for the assumption of liabilities
                    by the Purchaser pursuant to the terms of Section 1.3;

            (iii)   the Employment Agreement, duly executed by the Purchaser;

            (iv)    the Holdback Agreement, duly executed by the Purchaser;

            (v)     the SLVQ Assignment Agreement, duly executed by the
                    Purchaser;

            (vi)    the Termination Agreement, duly executed by the Purchaser;
                    and

<PAGE>
                                      -13-


            (vii)   a legal opinion of Heenan Blaikie, as counsel for the
                    Purchaser, dated as of the Closing Date, substantially in
                    the form of Exhibit C hereto.

2.2   Schedules

      Unless otherwise expressly indicated herein, all Schedules shall be
      delivered concurrently with the execution of this Agreement and shall,
      with respect to Schedules to be delivered by the Seller, be in form and
      substance satisfactory to the Purchaser.

                                   ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES BY THE SELLER

The Seller represents and warrants to the Purchaser that at the time of the
execution of this Agreement and at the time of Closing:

3.1   Organization, Existence and Authority of the Seller

      (a)   The Seller is a corporation duly organized, validly existing and in
            good standing under the Laws of the jurisdiction of its
            incorporation, has the corporate power to execute, deliver and
            perform this Agreement and all other agreements contemplated hereby
            and thereby (collectively the "Transaction Documents"), to own,
            lease and operate its property and to carry on its business as it is
            now conducted. The Seller is duly licensed, registered or qualified
            to carry on business and is in good standing in the Provinces of
            Quebec, Ontario and Alberta.

      (b)   Since January 1, 2003, no act or proceeding has been filed by or, to
            the Seller's knowledge, against the Seller in connection with the
            distribution, liquidation, winding up, bankruptcy or reorganization
            of Seller, other than as disclosed in Schedule 3.1(b) hereof.

      (c)   Except as otherwise disclosed in Section 1.7 or in Schedule 3.1(c),
            the execution, delivery and performance of the Transaction Documents
            by the Seller and by the Shareholder and the consummation of the
            transactions contemplated hereby and thereby do not (or would not
            with the giving of notice, the lapse of time or the happening of any
            other event or condition) result in or require to the Seller's
            knowledge the creation of any Encumbrance, other than the Permitted
            Liens, upon the Assets or result in a breach or a violation of, or
            conflict with any of the terms or provisions of the Seller's
            articles of incorporation, constating documents or by-laws, or
            result in the material breach, termination or acceleration of any
            debt or obligation under any Contract or under Immovable Property
            Lease or result in a breach of, or cause the termination or
            revocation of, any Permit held by the Seller and necessary to the
            ownership of the Assets or the operation of the Acquired Business,
            the whole subject to the Purchaser's acknowledgement in Section 1.7.

      (d)   The Seller has taken all action required by Law, its articles of
            incorporation, its by-laws or otherwise to authorize the execution,
            delivery and performance of the Transaction Documents and the
            consummation of the transactions contemplated hereby and thereby.

      (e)   The Transaction Documents have been duly executed and delivered by
            the Seller and constitute a legal, valid and binding obligation of
            the Seller and the Shareholder, enforceable against each of them in
            accordance with their respective terms, subject as to the
            enforceability thereof to (i) applicable bankruptcy, insolvency,
            reorganization, moratorium or similar Laws affecting the
            enforceability of creditors' rights generally, and (ii) the
            discretion that a court may exercise in the granting of equitable
            remedies such as specific performance and injunction.

      (f)   There is no requirement, on the part of the Seller or the
            Shareholder, to make any filing with, give any notice to, or obtain
            any Permit from, any Governmental Body as a condition to the lawful
            completion of the transactions contemplated by any of the
            Transaction Documents.

      (g)   All necessary corporate action on the part of the Seller's
            shareholders has been taken to authorize the execution of the
            Transaction Documents by the Seller and the performance of its
            obligations thereunder.

3.2   Immovable Property Leases

      The Seller does not own any immovable property. Schedule 3.2 attached
      hereto lists all of the immovable property leases used as a part of the
      Acquired Business (the "Immovable Property Leases"). Except for taxes
      exigible (but not yet due) in respect of the Immovable Property Leases for
      the current year, which taxes are

<PAGE>
                                      -14-


      disclosed in Schedule 1.3(b) and form part of the Assumed Liabilities, all
      rent, additional rent and other amounts required to be paid by the Seller
      prior to the Closing Date pursuant to the Immovable Property Leases have
      been duly paid to date and the Seller is not otherwise in default in
      meeting any of its material obligations under any of the Immovable
      Property Leases other than as disclosed in Schedule 3.2. None of the
      lessors under the Immovable Property Leases is in default in meeting any
      of its material obligations under any of such Immovable Property Leases.
      Schedule 3.2 contains, in respect of each Immovable Property Lease, the
      amount of any security deposit or prepaid rent, a description of the
      leased premises (the "Leased Premises"), the lessor, the term of the
      Immovable Property Lease, the rent under the Immovable Property Lease, any
      rights of renewal and any restrictions on assignment. Each such Immovable
      Property Lease is in full force and effect, unamended by oral and written
      agreement other than as disclosed in Schedule 3.2, and Seller is entitled
      to the full benefit and advantage of such Immovable Property Leases in
      compliance with the terms thereof. To the knowledge of the Seller, there
      exists no default or event of default or event, occurrence, condition or
      act (including the purchase of the Assets by the Purchaser hereunder)
      which, with the giving of notice, the lapse of time or the happening of
      any other event or condition, would become a material default or event of
      default under any Immovable Property Lease, other than any requirements to
      obtain the consents and releases under such Immovable Property Leases.
      True, correct and complete copies of all Immovable Property Leases have
      been delivered to the Purchaser. To the knowledge of the Seller, the
      Seller has not received any notice of violation of any applicable Law or
      of any covenant, restriction or servitude affecting any of the Leased
      Premises or with respect to the use or occupancy of any of the Leased
      Premises given by any Governmental Body having jurisdiction over any of
      the Leased Premises or by any other Person entitled to enforce the same,
      which violation has not been remedied to the satisfaction of the Person
      giving the same. To the Seller's knowledge, there are no existing
      expropriation proceedings that would result in the taking of all or any
      part of any of the Leased Premises or that would adversely affect the
      current use of any of the Leased Premises. To the Seller's knowledge, any
      leasehold improvements pertaining to any of the Leased Premises have been
      constructed in a good and workmanlike manner in compliance with applicable
      Law, and to the Seller's knowledge all amounts for labour and materials
      relating to the construction and repair of such leasehold improvements
      have been paid in full. The Seller has not received any notice of proposed
      local improvement charges or special levies. To the Seller's knowledge,
      other than as disclosed in Schedule 3.2, the buildings and fixtures
      located on each of the Leased Premises, including heating, ventilation,
      mechanical, electrical, sewer, sprinkler and air conditioning systems,
      roof, foundation and floors, have been properly maintained except for
      normal wear and tear, to the extent of Seller's responsibility to do so
      under the applicable Immovable Property Lease, in accordance with
      applicable Law and are in good operating condition, are substantially fit
      for the purposes for which they are being utilized, and are not in need of
      any material repair or replacement which is the Seller's responsibility.

3.3   Intellectual Property

      Schedule 3.3 attached hereto sets forth a complete list and description of
      all Intellectual Property owned by the Seller. Schedule 3.3 attached
      hereto also sets forth a complete list and description of all Intellectual
      Property licensed by the Seller and used in connection with the Acquired
      Business. The Seller has provided the Purchaser with a true and complete
      copy of all Contracts that comprise or relate to the Intellectual
      Property.

      Except as indicated in Schedule 3.3:

      (a)   the Seller is the beneficial owner of the Intellectual Property,
            free and clear of all Encumbrances, other than Permitted Liens;

      (b)   no Person has been granted any interest in or right to use all or
            any portion of the Intellectual Property;

      (c)   the Seller is not aware of a claim by any other Person of any
            infringement or breach of its industrial or intellectual property
            rights by the Seller, nor has the Seller received any notice that
            the conduct of the Acquired Business, including the use of the
            Intellectual Property, infringes upon or breaches any industrial or
            intellectual property rights of any other Person;

      (d)   the Seller has no knowledge of any material infringement or
            violation of any of its rights in the Intellectual Property;

      (e)   to the knowledge of the Seller, the conduct of the Acquired Business
            including the use by the Seller of the Proprietary Computer Software
            Systems listed in Schedule 1.1(e) does not infringe upon the
            patents, trademarks, licences, trade names, business names,
            copyright or other industrial or intellectual property rights,
            domestic or foreign, of any other Person and Seller is not in
            material breach of any third party software system licences listed
            in Schedule 1.2(f);

      (f)   Each registered Intellectual Property listed in Schedule 3.3 is duly
            recorded in the name of the Seller and Seller has the right to hold
            and use such registered Intellectual Property without making payment
            to others

<PAGE>
                                      -15-


            (other than maintenance fees or similar fees payable to the
            registration authorities) or granting rights to others in exchange,
            unless otherwise indicated in Schedule 3.3;

      (g)   Other than as disclosed in Schedule 3.3, Seller has not used (nor
            permitted any other Person to use) any Intellectual Property listed
            in Schedule 3.3 and owned by the Seller in any manner which would,
            to the Seller's knowledge, diminish, dilute or adversely affect the
            right, title or interest of the Seller in and to such Intellectual
            Property or which would, to the Seller's knowledge, diminish, dilute
            or adversely affect the protection granted under applicable Law to
            the Seller in respect of such Intellectual Property;

      (h)   no settlement agreements and, to the knowledge of the Seller, no
            judgments limit or restrict any rights of the Seller in and to any
            Intellectual Property;

      (i)   subject to the Purchaser's acknowledgement in Section 1.7, to the
            knowledge of the Seller, no condition exists which with notice or
            lapse of time or both would constitute a material default by the
            Seller under any third party software system licence or agreement
            listed in Schedule 1.2(f) (the "IP License Agreements"); and

      (j)   to the knowledge of the Seller, the consummation of the transactions
            contemplated hereby will not result in the loss or impairment of any
            rights of the Seller to own or use any of the Intellectual Property
            and cannot reasonably be expected to give rise to a right of any
            party to any IP License Agreement to cancel, modify, amend,
            accelerate or terminate any such IP License Agreement, nor will such
            consummation require the consent of any third party in respect of
            any Intellectual Property.

3.4   Litigation

      Except as described in Schedule 3.4 and for the Moneris Claim, there are
      no (i) actions, suits or proceedings, at law or in equity, by any Person,
      which involves a claim or has a value of more than twenty-five thousand
      Canadian Dollars (CDN$25,000) individually or which taken together with
      others has an aggregate value in excess of one hundred thousand Canadian
      Dollars (CDN$100,000) or (ii) arbitrations, grievances or proceedings by
      or before (or to the knowledge of the Seller any investigation by) any
      Governmental Body, pending, or, to the knowledge of the Seller, threatened
      against or affecting the Seller, the Acquired Business or any of the
      Assets and, to the Seller's knowledge, there is no factual basis which
      could reasonably be expected to give rise to any such action, suit,
      arbitration, grievance or proceeding. The Seller is not subject to any
      legally binding judgment, order or decree entered in any lawsuit or
      proceeding nor has the Seller settled any claim prior to being prosecuted
      in respect of it other than the Moneris Claim. Except as disclosed in
      Schedule 3.4, the Seller is not the plaintiff or complainant in any
      action, suit or proceeding arising out of or connected with the Assets or
      the Acquired Business involving a claim or having a value, individually,
      of more than twenty-five thousand Canadian Dollars (CDN$25,000). Except as
      disclosed in Schedule 3.4, since June 1, 2002, there has been, to the
      Seller's knowledge, no action, suit or proceeding against the Seller which
      is currently outstanding.

3.5   Contracts

      (a)   Schedule 3.5 attached hereto sets forth a complete and accurate list
            of the following Contracts, which relate to or affect the operations
            of the Acquired Business or by which any of the Assets or any
            purchasers thereof may be bound (collectively, the "Material
            Contracts"):

            (i)     all contracts or commitments for capital expenditures or the
                    acquisition of assets providing for payments in excess of
                    CDN$25,000 each;

            (ii)    all contracts relating to the rental or use of equipment,
                    other movable property or fixtures involving payment of
                    fixed or contingent annual rentals or sums in excess of
                    CDN$25,000 each;

            (iii)   to the extent applicable to the operations of the Acquired
                    Business, all contracts seeking to limit the freedom of the
                    purchaser of any of the Assets or the Acquired Business or
                    any part thereof, of the Seller or of any officer, director,
                    employee or agent of the Seller to use the Assets or to
                    engage in or to compete in any line of business or with any
                    Person or in any area or to use or disclose any information
                    in its possession or restrict the right generally to sell to
                    any current or potential customer of the Seller;

            (iv)    all contracts or agreements for the purchase of any
                    materials or supplies or services, except for any individual
                    contract or agreement involving payments of less than
                    CDN$50,000 each per annum and incurred in the ordinary
                    course of business;

<PAGE>
                                      -16-


            (v)     any contract, agreement or purchase order for the sale of
                    products or furnishing of services, except for (a) any
                    individual contract or agreement made in the ordinary course
                    of business involving payments of less than CDN$50,000 each
                    per annum, (b) individual purchase orders/requests of less
                    than CDN$150,000 each, and (c) incomplete purchase
                    orders/requests, contracts or agreements dated after August
                    31, 2003 involving payments of less than CDN$100,000;

            (vi)    all joint venture or limited partnership agreements;

            (vii)   all loan agreements, notes, mortgages, hypothecs,
                    indentures, security agreements or guarantees of the
                    obligations of any Person or Affiliate;

            (viii)  any contract entered into outside of the ordinary course of
                    business involving payments in excess of CDN$25,000 each or
                    CDN$100,000 in the aggregate;

            (ix)    all contracts with any sales representatives, manufacturer
                    representatives, or distributors who perform services in
                    connections with the Acquired Business involving payments in
                    excess of CDN$25,000 each or CDN$100,000 in the aggregate;

            (x)     To the Seller's knowledge, all contracts with any Person not
                    at Arm's Length to any shareholder of the Seller or with any
                    Affiliate of the Seller;

            (xi)    all guaranteed sales, consignment or volume rebate contracts
                    involving payment in excess of CDN $25,000 each or
                    CDN$100,000 in the aggregate dated earlier than September 1,
                    2003; and

            (xii)   all settlement or compromise agreements.

      (b)   The Seller has performed all of the material obligations required to
            be performed by it and is entitled to all benefits under, and is not
            alleged to be in material default of, any Material Contract. Each of
            the Material Contracts is in full force and effect, unamended, and,
            to the knowledge of the Seller, there exists no default or event of
            default or event, occurrence, condition or act (including, without
            limitation, the purchase of the Assets by the Purchaser hereunder)
            which, with the giving of notice, the lapse of time or the happening
            of any other event or condition, would become a material default or
            event of default under any Material Contract, other than any
            requirements to obtain the consents and releases for the Contracts
            set forth in Schedule 1.7 and Schedule 3.1(c). True, correct and
            complete copies of all Material Contracts have been delivered to the
            Purchaser.

3.6   Employees

      Except as set forth in Schedule 3.6, with respect to the Acquired Business
      and employees of the Seller:

      (a)   the Seller has been and is in material compliance with all Laws
            respecting employment and employment practices including any
            provisions thereof relating to health and safety, terms and
            conditions of employment, pay equity and wages and hours of work;

      (b)   the Seller has not and is not engaged in any unfair labour practice
            and no unfair labour practice complaint, grievance or arbitration
            proceeding is pending or, to the knowledge of the Seller, threatened
            against the Seller;

      (c)   none of the operations of the Seller is subject to a collective
            bargaining agreement, none of the employees of the Seller is
            represented by a labour union or other labour organization, no
            collective bargaining agreement is currently being negotiated by the
            Seller and, to the Seller's knowledge, there are no organizing
            activities pending with respect to any of the employees of the
            Seller;

      (d)   currently there is no labour strike, dispute, work slowdown or
            stoppage pending or involving or, to the knowledge of the Seller,
            threatened against the Seller;

      (e)   all amounts due or accruing due for all salary, wages, bonuses,
            commissions, vacation with pay, pension benefits or other employee
            benefits or compensation are reflected in the Books and Records, in
            accordance with the Seller's accounting practices and applicable
            Law;

      (f)   Schedule 3.6 contains a correct and complete list of all employees
            of the Seller currently employed (the "Employees"), whether active
            at work or not, their salaries, bonus arrangements, special
            benefits, fringe benefits, positions, ages, status as full-time or
            part-time employees and length of service. Except as

<PAGE>
                                      -17-


            disclosed in Schedule 1.3(b) or Schedule 3.6, all such Employees
            have received all remuneration and bonuses to which they were
            entitled to receive payments prior to the Closing Date in the course
            of their employment with the Seller. Schedule 3.6 also sets forth a
            true, correct and complete list of the following:

            (i)     separately by location, the names, dates of birth, dates of
                    hire, job titles and current salary or wage rates of all
                    Employees, including any Employee on leave or other absence
                    who has or may have a statutory, contractual or other right
                    to return to work or a right to be reinstated in a job with
                    the Seller, together with a summary of all bonus, incentive
                    compensation or other additional compensation or similar
                    benefits paid or payable to such Employees for the 2002
                    calendar year;

            (ii)    all arrangements, written or oral, which compel the
                    employment of any Employee by the Seller; and

            (iii)   separately by location, the names, job titles and current
                    salary or wage rates of all independent contractors,
                    consultants, and dealers who principally perform services
                    for the Seller;

      (g)   Except as set forth on Schedule 3.6, (i) to the knowledge of the
            Seller, there have been no union organizing efforts conducted within
            the last two (2) years; (ii) during the two (2) years prior to the
            date of this Agreement there has not been, any strike, work
            stoppage, work slowdown or other material labour dispute with
            respect to Employees or affecting the Assets; (iii) there is no
            charge or complaint of discrimination, which is pending with any
            Governmental Body or, to the Seller's knowledge, threatened against
            the Seller relating to any of the Employees and there are no
            administrative charges or court complaints pending or, to the
            Seller's knowledge, threatened against the Seller under any
            applicable statute including Quebec's Labour Code or Act Respecting
            Labour Standards, or before the Commission des Normes du Travail or
            any provincial, municipal or federal court or agency or labour
            relations board or any other Governmental Body empowered to
            administer labour relations concerning alleged employment
            discrimination or any other matters relating to the employment of
            labour; (iv) there is no commitment or agreement to increase wages
            or modify the terms and conditions of employment of any Employee;
            (v) the Seller is not currently engaged in any labour negotiation
            affecting any Employee; and (vi) the Seller is not a party to any
            application, complaint or other proceeding under any statute
            regarding collective bargaining with respect to any Employee;

      (h)   Except as disclosed in Schedule 3.6, no Employee has given notice of
            his or her intent to terminate employment with the Seller;

      (i)   Except as disclosed in Schedule 3.6, there are no written employment
            contracts or oral employment contracts (other than contracts which
            can be terminated by the Seller for any reason whatsoever upon prior
            notice of not greater than thirty (30) days) in place between the
            Seller and any Employee; and

      (j)   Except as disclosed in Schedule 3.6, since January 1, 2002 the
            Seller has not paid or agreed to pay any bonus, fee, distribution,
            remuneration or other compensation, nor provided or agreed to
            provide any other benefit to any Employee other than in the ordinary
            course of the Business in accordance with the Seller's compensation
            levels and practices in effect on that date.

3.7   Employee Plans

      (a)   Schedule 3.7 lists and describes all the employee benefit, fringe
            benefit, supplemental employment benefit, bonus, incentive, profit
            sharing, termination, change of control, pension (including any
            "pension plan" as defined in Section 6 of Quebec's Supplementary
            Pension Plans Act), retirement, stock option, stock purchase, stock
            appreciation, health, welfare, medical, dental, disability, life
            insurance and similar plans, programs, arrangements or practices
            relating to the current or former employees, officers or directors
            of the Seller maintained, sponsored or funded by the Seller, whether
            written or oral, funded or unfunded, insured or self-insured,
            registered or unregistered (the "Employee Plans"). The Seller has
            furnished to the Purchaser true, correct and complete copies of all
            the Employee Plans as amended as of the date hereof.

      (b)   Except as disclosed in Schedule 3.7 and to the Seller's knowledge,
            the Employee Plans are in material compliance with all applicable
            Laws, regulations and government taxation or funding requirements
            and have since the date of commencement of such Employee Plans been
            in material compliance with all applicable Laws, regulations and
            government taxation or funding requirements. To the Seller's
            knowledge and except as disclosed in Schedule 3.7, there has been no
            material failure to comply with any applicable Law, regulation or
            requirement or any other circumstance which might reasonably be
            expected to result in the loss of tax approval or qualification of
            any of the Employee Plans.

            Without limiting the generality of the foregoing, except as
            disclosed in Schedule 3.7:

<PAGE>
                                      -18-


            (i)     all material obligations of the Seller regarding the
                    Employee Plans have been satisfied and, to the Seller's
                    knowledge, no Taxes, penalties or fees are owing or exigible
                    under any of the Employee Plans;

            (ii)    to the Seller's knowledge, no Employee Plan, nor any related
                    trust or other funding medium thereunder, is subject to any
                    pending investigation, examination or other proceeding,
                    action or claim initiated by any governmental agency or
                    instrumentality and there exists no state of facts which
                    after notice or lapse of time or both could reasonably be
                    expected to give rise to any such investigation, examination
                    or other proceeding, action or claim or to affect the
                    registration of any Employee Plan required to be registered;

            (iii)   all contributions or premiums required to be made by the
                    Seller under the terms of each Employee Plan or by
                    applicable Laws have been made as of the Closing Date;

            (iv)    to the Seller's knowledge, there have been no improper
                    withdrawals, applications or transfers of assets from any
                    Employee Plan or the trusts or other funding media relating
                    thereto;

            (v)     to the Seller's knowledge, no insurance policy or any other
                    contract or agreement affecting any Employee Plan requires
                    or permits a retroactive increase in premiums or payments
                    due thereunder;

            (vi)    to the Seller's knowledge, none of the Employee Plans enjoys
                    any special tax status under applicable Law nor has any
                    advance tax ruling been sought or received by the Seller in
                    respect of any of the Employee Plans;

            (vii)   no amendments or improvements to an Employee Plan have been
                    made or, to the Seller's knowledge, promised, since January
                    1, 2003;

            (viii)  none of the Employee Plans provides benefits to retired
                    employees or to the beneficiaries or dependants of retired
                    employees

            (ix)    the Seller has not taken any "contribution holidays" from or
                    with respect to the Employee Plan and has not used any
                    portion of any surplus existing at any time under any
                    Employee Plan for its own benefit; and

            (x)     as of the Closing Date, there are no pending claims and, to
                    the Seller's knowledge, no injury, facts, events or
                    conditions which could give rise to a material claim against
                    the Seller under any Employee Plan.

      (c)   Except for the recent modification to the car allowance plan of the
            Seller, which modification has been disclosed to the Purchaser prior
            to the date hereof, no commitment to improve or otherwise amend any
            Employee Plan has been made.

      (d)   All employee data necessary to administer any Employee Plan has been
            provided by the Seller to the Purchaser and is true and correct as
            of the date of this Agreement.

3.8   Inventory

      The Purchaser recognizes that a significant portion of the Inventory
      consists of spare parts, used or repairable components and maintenance
      items of all kinds and of all conditions. Subject to the above limitation
      and to the applicable notes in the Financial Statements and except to the
      extent of any reserve to be set forth on the Closing Balance Sheet, the
      Inventory is reasonable in quantity for the operations of the Acquired
      Business.

3.9   Accounts Receivable

      The Receivables of the Seller to be reflected on the Closing Balance
      Sheet, as well as the accounts receivable that have been assigned by
      Montcap Financial Corporation to the Purchaser pursuant to an agreement
      dated the date hereof among the Purchaser, the Seller and Montcap
      Financial Corporation, arose from bona fide transactions in the ordinary
      course of business. The Seller represents and warrants that such
      Receivables have been determined in a manner consistent with the Seller's
      past practice and GAAP.

<PAGE>
                                      -19-


3.10  Financial Statements

      (a)   Attached hereto as Schedule 3.10(a) is an unaudited balance sheet
            for the Acquired Business as at June 30, 2003 (the "Acquired
            Business Balance Sheet"). Except for any adjustments which would
            have resulted from an audit conducted by independent public
            accountants, the Acquired Business Balance Sheet was prepared in
            accordance with GAAP applied on a consistent basis, and presents
            fairly the financial position of the Acquired Business as at June
            30, 2003.

      (b)   The Financial Statements have been prepared in accordance with GAAP
            applied on a basis consistent with those of previous fiscal years
            and each presents fairly (i) the assets, liabilities (whether
            accrued, absolute, contingent or otherwise) and the financial
            position of the Seller as at the respective dates of the relevant
            statements and (ii) the sales and earnings of the Seller during the
            periods covered by the Financial Statements. A true, correct and
            complete copy of the Financial Statements is attached as Schedule
            3.10(b).

3.11  Condition of and Title to Assets

      (a)   The Seller has legal ownership of, and good and marketable title to,
            the Assets free and clear of all Encumbrances except for Permitted
            Liens. At the Closing, Seller will transfer to the Purchaser and
            Purchaser will be vested with good and valid title to the Assets
            free and clear of any and all Encumbrances other than Permitted
            Liens. No other Person owns any property and assets which are being
            used in the Acquired Business except for the premises subject to the
            Immovable Property Leases and the movable property leased by the
            Seller pursuant to any Contracts.

      (b)   The buildings, plants, structures, vehicles, equipment and other
            tangible movable property of the Seller which are Assets are, except
            for the elevator located in the head office of the Seller (the cost
            of repair of which shall be estimated for the purpose of recording
            the appropriate liability on the Closing Balance Sheet) structurally
            sound, in good operating condition and repair having regard to their
            use and age and are adequate and suitable for the uses to which they
            are being put. None of such buildings, plants, structures, vehicles,
            equipment or other property are in need of maintenance or repairs
            except for ordinary routine maintenance and repairs that are not
            material in nature or cost.

      (c)   Except as set forth in Schedule 3.11, no asset owed by an Affiliate
            of the Seller or by a shareholder of the Seller or by any Person not
            at Arm's Length with such shareholder or the Seller is essential for
            the conduct of the Acquired Business or the use or operation of any
            of the Assets and would if owned by the Seller be considered to form
            part of the Assets.

3.12  Absence of Certain Changes or Events

      (a)   Except as set forth in notes 9(b), 13 and 20 in the Financial
            Statements, the Acquired Business or the Seller with respect to the
            Acquired Business has not since January 1, 2003 other than as
            disclosed in any Schedules herewith:

            (i)     waived or released any rights of value, or modified any
                    Contract reflected on any Schedule to this Agreement, except
                    to the extent disclosed on any Schedule;

            (ii)    introduced any material change with respect to the operation
                    of its business, including, but not limited to, changes with
                    respect to the level of usable and saleable inventory
                    maintained by the Acquired Business (other than routine
                    changes in inventory levels that occur in the course of the
                    operation of the Acquired Business through no action of the
                    Seller intended specifically to affect inventory levels) or
                    any change in practices with respect to the repair or
                    utilization of repairable inventories;

            (iii)   suffered any casualty, loss or damage (whether or not
                    covered by insurance) which affects the ability of the
                    Seller to conduct the operations of the Acquired Business;

            (iv)    except for the Moneris Claim, compromised or settled any
                    litigation, proceeding or other governmental action;

            (v)     voluntarily or, to the Seller's knowledge, involuntarily
                    sold, abandoned, surrendered or disposed of any material
                    properties or assets relating to the Acquired Business;

            (vi)    made any capital contributions to, or investments in or
                    acquired any other Person or any other business, including
                    by merger or consolidation;

<PAGE>
                                      -20-


            (vii)   incurred any indebtedness for borrowed money or evidenced by
                    notes, bonds, debentures or similar instruments or entered
                    into any operating leases, other than in the ordinary course
                    of business and disclosed on the Closing Balance Sheet;

            (viii)  become obligated under any guarantee, standby letter of
                    credit, mortgage, security document or similar documents
                    securing any liability in respect of any third Person,
                    except for Permitted Liens, other than in the ordinary
                    course of business and disclosed on the Closing Balance
                    Sheet;

            (ix)    made any material change in any of the accounting methods
                    and practices of the Acquired Business, except as required
                    by changes in applicable accounting principles;

            (x)     made any material change in the rate, form or amount of
                    compensation or remuneration payable or to become payable to
                    any of its Employees;

            (xi)    granted to any customer any special allowance or discount,
                    or changed its pricing, credit or payment policies;

            (xii)   suffered any material cessation or interruption of services;

            (xiii)  cancelled or reduced any of its insurance coverage; or

            (xiv)   authorized, agreed or otherwise committed, whether or not in
                    writing, to do any of the foregoing.

      (b)   Since January 1, 2003, there has not been any material adverse
            change in the affairs, prospects, financial condition or results of
            operations of the Seller, any of the Assets or the Acquired Business
            and, to the knowledge of the Seller, no event has occurred or
            circumstance exists which may result in such a material adverse
            change.

3.13  Governmental Permits

      The Seller owns, holds, possesses or lawfully uses in the operation of the
      Acquired Business all Permits which are necessary or required to conduct
      the operations of the Acquired Business as presently conducted and own and
      operate the Assets. All such Permits are listed in Schedule 3.13. Each
      Permit is valid, subsisting and in good standing and the Seller is not in
      material default or material breach of any Permit. All Permits are
      assignable to the Purchaser and renewable by their terms or in the
      ordinary course of business without the need for the Seller or the
      Purchaser to comply with any special rules or procedures. Seller has not
      received notice of any event, inquiry, investigation or proceeding
      threatening the validity of any such Permits.

3.14  Compliance with Laws

      The Seller is conducting and has always conducted the Acquired Business in
      compliance with all applicable Laws of each jurisdiction in which the
      Acquired Business is carried on, other than acts of non-compliance which,
      in the aggregate, are not material.

      The Seller hereby discloses to the Purchaser that the use of certain
      computer software by the Acquired Business might have been made in breach
      of certain applicable Laws, the Acquired Business not having been granted
      the right to make use of same by its owner. However, the Seller confirms
      that such breach does not have any material adverse effect on the Acquired
      Business. The cost of regularizing the use of such software shall be set
      up as a liability on the Closing Balance Sheet.

3.15  No Options, etc.

      Except for the Purchaser under this Agreement, no Person has any written
      or oral agreement, option, understanding or commitment, or any right or
      privilege capable of becoming such for the purchase from the Seller of any
      of the Assets, other than Inventory sold in the ordinary course of
      business.

3.16  Books and Records

      All accounting and financial Books and Records have been properly and
      accurately kept and completed in accordance with applicable Laws and sound
      business practices in all material respects.

<PAGE>
                                      -21-


3.17  No Liabilities

      To the knowledge of the Seller, there are no liabilities, whether or not
      accrued and whether or not determined or determinable, in respect of which
      the Purchaser may become liable on or after consummation of the
      transactions contemplated by this Agreement other than the Assumed
      Liabilities.

3.18  Environmental Matters

      Except as disclosed in Schedule 3.18 attached hereto:

      (a)   The Seller has not received any written notices or written complaint
            since June 1, 2002 for any violation of any laws relating to
            pollution or the protection of the environment (the "Environmental
            Laws"), including, without limitation, environmental laws relating
            to: (i) treatment, storage, disposal, generation and transportation
            of pollutants or contaminants, toxic or hazardous substances, or
            solid or hazardous waste regulated under Environmental Laws
            ("Hazardous Materials"); (ii) air, water and noise pollution; (iii)
            ground water contamination; (iv) the release or threatened release
            into the environment of Hazardous Materials; (v) the protection of
            wildlife, marine sanctuaries and wetlands; (vi) the protection of
            natural resources; (vii) storage tanks, vessels and related
            equipment; (viii) abandoned or discarded barrels, containers and
            other closed receptacles; (ix) health and safety or employees and
            other persons; and (x) otherwise relating to the manufacture,
            processing, use, distribution, treatment, storage, disposal,
            transportation or handling of Hazardous Materials.

      (b)   There are no written notices and written complaints which the Seller
            has received in the last three (3) years of any violation of the
            Environmental Laws.

      (c)   The Seller has obtained and continues to possess all Permits,
            approvals or other authorizations under the Environmental Laws which
            are material to the operation of its business as now conducted and
            has filed such timely and complete renewal applications as may be
            required for such business prior to the Closing.

      (d)   There are no proceedings, nor to the Seller's knowledge, are there
            any circumstances or material facts which could, if true, give rise
            to any proceedings in which it is alleged that the Seller is
            potentially responsible for a federal, provincial, municipal or
            local clean-up or remediation of lands contaminated with Hazardous
            Materials.

3.19  Residence of the Seller

      The Seller is not a non-resident of Canada within the meaning of the ITA.

3.20  Suppliers and Customers

      Schedule 3.20 sets forth the ten largest suppliers and ten largest
      customers of the Seller based on aggregate value of products and services
      purchased or supplied, as the case may be, for the annual period ended
      December 31, 2002 and for the period between January 1, 2003 and September
      25, 2003. Except as disclosed in Schedule 3.20, since January 1, 2003, to
      the Seller's knowledge, none of the ten largest suppliers or ten largest
      customers of the Acquired Business has ceased, or given notice to the
      Seller to cease, to supply or purchase products and services from the
      Acquired Business. Except as set forth in Schedule 3.20, neither the
      Seller nor the Shareholder has any direct or indirect interest in any
      supplier or customer of the Seller.

3.21  Product Liability and Product Warranty

      Except as disclosed on Schedule 3.21:

      (a)   Since June 1, 2002, the Seller has not received any statements,
            citations or decisions or orders by any Governmental Body stating
            that any product manufactured, sold, designed, marketed or
            distributed at any time by the Seller, is defective or unsafe or
            fails to meet any standards promulgated by any such Governmental
            Body.

      (b)   There are no existing or, to Seller's knowledge, threatened material
            product liability or other similar material claims against the
            Seller for products or services which are defective.

      (c)   To the knowledge of Seller, all products sold, serviced or
            distributed by the Seller since June 1, 2002 have been in
            conformance with all material contractual commitments and all
            express or implied warranties of the Seller.

<PAGE>
                                      -22-


      (d)   To the knowledge of Seller, no product sold, serviced or distributed
            by the Seller prior to the Closing Date is subject to any guarantee
            or warranty other than the Seller's or the purchasing customer's
            standard terms and conditions of sale and the legal warranties, if
            any, in the applicable jurisdictions.

3.22  Worker's Compensation Matters

      (a)   Schedule 3.22 is a list of all claims over $10,000 for worker's
            compensation made in writing to the Seller by any employees of the
            Seller (including dependants and spouses, if applicable) since June
            1, 2002.

      (b)   The Seller has paid all assessments pursuant to worker's
            compensation legislation levied by any Governmental Body and, to the
            Seller's knowledge, the Seller has no liability for, and there is
            not pending any state of facts known to the Seller which may result
            in the levying of, a special assessment or a penalty charge of any
            nature with respect to the period prior to Closing. The Seller has
            filed on a timely basis all payroll statements and other returns and
            statements required to be filed pursuant to applicable worker's
            compensation legislation. To the Seller's knowledge, the Seller is
            not liable to indemnify any of its employees or any Governmental
            Body in respect of compensation and/or health care payable to its
            employees pursuant to applicable worker's compensation legislation.
            The Seller has notified the relevant Governmental Body, within the
            time periods specified by applicable Law, of all occurrences of
            accidents known to the Seller for which notification is required by
            applicable Law and has provided requisite details thereof.

3.23  Receivables

      Schedule 3.23 is a list of all Receivables by debtor, due date or ageing,
      and dollar amount, as of June 30, 2003.

3.24  Payables

      Schedule 3.24 lists all Accrued Liabilities by creditor, due date or
      ageing, and dollar amount as of June 30, 2003. To the Seller's knowledge,
      the amounts of Accrued Liabilities on the Seller's Books and Records are
      not understated.

3.25  Notices

      Except for the notices listed in Schedule 3.25, no notice is required to
      be delivered to any Person by the Seller in connection with the execution
      and delivery of this Agreement and the completion of the transactions
      contemplated by this Agreement.

3.26  Taxes

      Except as set forth on Schedule 3.26:

      (a)   The Seller has paid or caused to be paid, or will pay or cause to be
            paid on a timely basis, all Taxes required to be paid with respect
            to periods ended before the Closing Date.

      (b)   All deductions at source and other withholdings required to be
            withheld or paid prior to the Closing Date have been duly paid to
            the proper Governmental Body or properly set aside in accounts for
            such purpose or included in the Closing Balance Sheet. Without
            limiting the generality of the foregoing, the Seller has fulfilled
            all requirements under the ITA, the Canada Pension Plan, the
            Employment Insurance Act (Canada) and any applicable provincial
            legislation for withholding of amounts from Employees and has
            remitted all amounts withheld to the appropriate authorities within
            the prescribed times.

3.27  Movable Property and Vehicles

      All Movable Property and Vehicles are in good operating condition for the
      purposes for which they are presently used.

3.28  Insurance

      Schedule 3.28 contains a correct and complete list and description
      (including policy numbers) of all insurance policies owned by the Seller.
      Except as disclosed in Schedule 3.28, the Seller has not received any
      written or oral notice of cancellation or intent to cancel or increase
      premiums with respect to any current insurance policy nor, to the
      knowledge of the Seller, is there any basis for any such action.

<PAGE>
                                      -23-


3.29  Full Disclosure

      The Seller has granted to the Purchaser's representatives prior to the
      Closing Date full access to all documents concerning the Acquiring
      Business and the business methods of the Seller. To the Seller's
      knowledge, none of the foregoing representations and warranties and no
      document furnished by or on behalf of the Seller to Purchaser in
      connection with the negotiation of the transactions contemplated by this
      Agreement contain any intentional untrue statement of a material fact or
      omit to state any material fact necessary to make any such statement or
      representation not misleading to a prospective purchaser of the Assets
      seeking full information as to the Seller and its properties, business and
      affairs.

                                   ARTICLE 4
               REPRESENTATIONS AND WARRANTIES BY THE PURCHASER AND
                                OPTIMAL ROBOTICS

The Purchaser represents and warrants to the Seller that at the time of the
execution of this Agreement and at the time of Closing:

4.1   Organization, Existence and Authority of the Purchaser

      (a)   The Purchaser is a corporation duly organized, validly existing and
            in good standing under the Laws of the jurisdiction of its
            incorporation, and has the corporate power to execute, deliver and
            perform this Agreement. Optimal Robotics owns all of the outstanding
            and issued securities of the Purchaser.

      (b)   The execution, delivery and performance by the Purchaser of the
            Transaction Documents and the consummation of the transactions
            contemplated hereby will not violate any provision of the articles
            of incorporation or by-laws of the Purchaser.

      (c)   The Purchaser has taken all action required by Law, its articles of
            incorporation and its by-laws or otherwise to authorize the
            execution, delivery and performance of the Transaction Documents by
            the Purchaser and the consummation of the transactions contemplated
            hereby.

      (d)   The Transaction Documents constitute a legal, valid and binding
            obligation of the Purchaser, enforceable against it in accordance
            with their respective terms, subject as to the enforceability
            thereof to (i) applicable bankruptcy, insolvency, reorganization,
            moratorium or similar Laws affecting the enforceability of
            creditors' rights generally, and (ii) the discretion that a court
            may exercise in the granting of equitable remedies such as specific
            performance and injunction.

4.2   Organization, Existence and Authority of Optimal Robotics

      (a)   Optimal Robotics is a corporation duly organized, validly existing
            and in good standing under the Laws of the jurisdiction of its
            incorporation, and has the corporate power to execute, deliver and
            perform this Agreement. Optimal Robotics owns all of the outstanding
            and issued securities of the Purchaser.

      (b)   The execution, delivery and performance by Optimal Robotics of the
            Transaction Documents and the consummation of the transactions
            contemplated hereby will not violate any provision of the articles
            of incorporation or by-laws of Optimal Robotics.

      (c)   Optimal Robotics has taken all action required by Law, its articles
            of incorporation and its by-laws or otherwise to authorize the
            execution, delivery and performance of the Transaction Documents by
            Optimal Robotics and the consummation of the transactions
            contemplated hereby.

      (d)   The Transaction Documents constitute a legal, valid and binding
            obligation of Optimal Robotics, enforceable against it in accordance
            with their respective terms, subject as to the enforceability
            thereof to (i) applicable bankruptcy, insolvency, reorganization,
            moratorium or similar Laws affecting the enforceability of
            creditors' rights generally, and (ii) the discretion that a court
            may exercise in the granting of equitable remedies such as specific
            performance and injunction.

4.3   Litigation

      There are no (i) actions, suits or proceedings, at law or in equity, by
      any Person, or (ii) proceedings by or before any Governmental Body,
      pending, or, to the knowledge of the Purchaser or Optimal Robotics,
      threatened against the Purchaser or Optimal Robotics which could affect
      the consummation of the transactions contemplated hereby.

<PAGE>
                                      -24-


                                   ARTICLE 5
                            COVENANTS OF THE PARTIES

5.1   Conduct of Business

      During the period from the date hereof until the Closing Date, except as
      may otherwise be expressly provided for in this Agreement or with the
      prior written consent of the Purchaser, such consent not to be
      unreasonably withheld, the Seller shall:

      (a)   carry on the Acquired Business in the ordinary course to preserve
            the Assets and the clients, customers and suppliers connected
            therewith;

      (b)   do all things and cause all things within its control to be done to
            ensure that all of the representations and warranties contained in
            Article 3 hereof remain true and correct in all material respects
            throughout the said period as if such representations and warranties
            were continuously made throughout such period;

      (c)   keep in full force and effect proper insurance coverage;

      (d)   not enter into any contracts, commitments or transactions, unless
            otherwise herein provided, except in the ordinary course of business
            consistent with past business practice;

      (e)   not incur any indebtedness, obligations or liability or make any
            payment in respect thereof, unless otherwise herein provided, except
            in the ordinary course of business consistent with past business
            practice;

      (f)   not acquire or agree to acquire additional assets, except
            inventories and supplies purchased in the ordinary course of
            business consistent with past business practice;

      (g)   not increase the salaries or any other form of remuneration, direct
            or indirect, of any of the Employees;

      (h)   not sell, agree to sell or otherwise dispose of any of its assets,
            other than in the ordinary course of business consistent with past
            business practice;

      (i)   pay, satisfy and discharge its obligations and liabilities in the
            ordinary course of business consistent with past business practice;

      (j)   maintain the amount and type of Inventories held in stock by it, in
            a manner consistent with past business practice;

      (k)   promptly advise the Purchaser in writing of any material adverse
            change in condition, financial or otherwise of the Seller;

      (l)   provide the Purchaser with all information reasonably required to
            enable the Purchaser to prepare and file all notices and
            applications required to be filed for the purposes of obtaining any
            regulatory consent, if any, which is required in connection with the
            transactions contemplated herein;

      (m)   not recapitalize or take any other steps which may have a
            fundamental effect upon the financial position of the Acquired
            Business; and

      (n)   provide its written consent to any relevant Governmental Body to the
            release to the Purchaser information concerning the Acquired
            Business and the Assets;

5.2   No Encumbrances

      During the period from the date hereof until the Closing Date, the Seller
      shall not create or cause or permit to exist any Encumbrances, other than
      Permitted Liens, on any of the Assets otherwise than in the ordinary
      course of business, except as may be permitted by this Agreement or with
      the written consent of the Purchaser.

5.3   Access

      Prior to the Closing Date, the Seller shall afford to the Purchaser and
      its representatives full access to (i) the premises, offices, warehouses
      and properties of the Seller that relate to the Acquired Business, (ii)
      the Assets and, in particular, the Books and Records retained by the
      Seller, and (iii) senior personnel of the Seller in order

<PAGE>
                                      -25-


      that the Purchaser may have the opportunity of making such investigations
      as it shall desire to make of the affairs of the Acquired Business;
      provided that such investigations or requests for information shall be
      made in such a manner as not to interfere unreasonably with the Seller's
      normal business operations. The Seller shall also introduce the
      Purchaser's representatives to representatives of the Seller's principal
      customer accounts, for the purpose, inter alia, of discussing the
      provision of services to such customers by the Purchaser, as successor to
      the Seller. The list of such customers shall be agreed upon by the
      Purchaser and the Seller, acting reasonably.

5.4   Consents and Estoppel Certificate

      The Seller shall use its best efforts to obtain estoppel certificates from
      the applicable landlord in respect of each of the Immovable Property
      Leases listed in Schedule 1.7 and to obtain the consents and releases
      listed in Schedule 1.7, each to be in form and substance satisfactory to
      the Purchaser, acting reasonably. In no circumstance shall the Purchaser
      or the Seller be obligated to pay any money to any Person or to offer or
      grant other financial or other accommodations to any Person in connection
      with the obtaining of the consents and releases listed in Schedule 1.7.

5.5   Additional Agreements

      (a)   The Seller, at the request of the Purchaser, at or after the
            Closing, will promptly execute and deliver, or cause to be executed
            and delivered, to the Purchaser such assignments, bills of sale,
            consents and other such instruments in addition to those otherwise
            required by this Agreement, in form and substance reasonably
            satisfactory to the Purchaser, as the Purchaser may reasonably deem
            necessary to carry out or implement any term of this Agreement.

      (b)   Without limiting the obligation of the Seller as set forth in
            Section 5.4 or the rights of the Purchaser as set forth in Section
            8.1, to the extent that any of the Contracts and Immovable Property
            Leases for which assignment to the Purchaser is provided herein are
            not assignable without the consent of another party, this Agreement
            shall not constitute an assignment or an attempted assignment
            thereof if such assignment or attempted assignment would constitute
            a breach thereof. If any such consent shall not be obtained by the
            Closing Date, the Seller agrees to cooperate with the Purchaser in
            any reasonable arrangement designed to provide for the Purchaser
            with all or substantially all of the benefits of the Seller under
            any such Contract or Immovable Property Lease. The Seller hereby
            authorizes the Purchaser, at the Purchaser's expense, to perform all
            of the Seller's obligations after the Closing Date pursuant to any
            such Contract or Immovable Property Lease. The Seller hereby grants
            to the Purchaser an appropriate power of attorney to act in the name
            of the Seller with respect to such Contracts and Immovable Property
            Leases for the Purchaser's own account and the Seller agrees to
            remit promptly to the Purchaser all collections received by the
            Seller in respect thereof.

      (c)   In the event that at Closing there exists on any of the Assets any
            Encumbrance which is not a Permitted Lien (or which is indicated on
            Schedule 11.1(z) as an Encumbrance to be discharged post-closing)
            and for which the Seller has not obtained the appropriate discharge
            and release or confirmation of intent to discharge and release from
            the secured creditor of such Encumbrance, the Seller covenants and
            agrees to assist the Purchaser to obtain each such discharge and
            release, and the Seller agrees to execute such documents as the
            Purchaser may reasonably request in connection therewith. The
            foregoing shall not be construed as a waiver of the rights of the
            Purchaser as set forth in Article 7 hereof.

5.6   Notice of Untrue Representation or Warranty

      The Seller shall promptly notify the Purchaser and the Purchaser shall
      promptly notify the Seller, upon any representation or warranty made by it
      or him contained in this Agreement becoming untrue or incorrect during the
      period from the date hereof to the Closing Date. Any such notification
      shall set out particulars of the untrue or incorrect representation or
      warranty and details of any actions being taken by the Seller or the
      Purchaser, as the case may be, to rectify that state of affairs.

5.7   Unearned Revenues

      The Seller shall promptly pay to the Purchaser any amounts received by the
      Seller (other than amounts received by the Seller in connection with any
      of the assets referred to in Section 1.2) and relating to services to be
      performed by the Purchaser after the Closing Date with respect to any
      customer or account or relating to time periods subsequent to the
      Effective Time on the Closing Date.

<PAGE>
                                      -26-


5.8   Confidentiality

      In the event of termination of this Agreement, the Purchaser will use all
      reasonable efforts to cause to be delivered to the Seller, and will retain
      no copies of, all documents, work papers and other materials obtained by
      the Purchaser or on its behalf from the Seller (collectively, the
      "Information"), whether so obtained before or after the execution hereof,
      and neither the Purchaser nor any Affiliate thereof will itself use or
      intentionally disclose, directly or indirectly, any Information so
      obtained, or otherwise obtained from the Seller hereunder or in connection
      herewith, and will use all reasonable efforts to have all Information kept
      confidential and not used in any way detrimental to the Seller; provided,
      however, that (a) the Purchaser may use and disclose any Information which
      has been publicly disclosed (other than by the Purchaser or any Affiliate
      thereof in breach of its obligations under this Section 5.8) or has
      rightfully come into the possession of the Purchaser or any Affiliate
      thereof (other than from the Seller or the Shareholder) or was known to
      the Purchaser on a non-confidential basis before its disclosure to the
      Purchaser by the Seller or the Shareholder, (b) to the extent that the
      Purchaser or any Affiliate thereof may be required by Law to disclose any
      of Information, the Purchaser or such Affiliate may disclose Information
      if they shall have used all reasonable efforts, and shall have afforded
      the Seller the opportunity, to obtain an appropriate protective order, or
      other satisfactory assurance of confidential treatment, for the
      Information required to be so disclosed, and (c) the Purchaser may keep
      one archival copy of the Information, solely for evidentiary purposes in
      the event of any dispute regarding this Agreement or the Information, to
      be kept in the files of Optimal Robotic's General Counsel.

5.9   Cooperation in the Defence of Claims

      At the request of the Seller and at the Seller's cost, the Purchaser shall
      cooperate in all reasonable respects with the Seller or its insurance
      carriers in the investigation and defence by the Seller of any liability
      or claim retained by the Seller hereunder. Such cooperation shall include,
      but not be limited to, producing records and/or witnesses.

5.10  Covenant to Satisfy Closing Conditions

      (a)   The Seller agrees to take all such actions as are within its power
            to control and use its best efforts to cause other actions to be
            taken which are not within its power to control, so as to ensure
            compliance with all of the conditions set forth in Section 8.1
            including, without limitation, ensuring that there has been no
            breach of any representations and warranties.

      (b)   The Purchaser agrees to take all such actions as are within its
            power to control and use its best efforts to cause other actions to
            be taken which are not within its power to control, so as to ensure
            compliance with all of the conditions set forth in Section 8.2
            including, without limitation, ensuring that there has been no
            breach of any representations and warranties.

5.11  Montcap Guarantee

      The Purchaser shall employ best efforts to cause the release and discharge
      of the Shareholder from his guarantee of the Montcap Fee (the "Montcap
      Guarantee"), provided that the Shareholder shall be responsible for and
      shall acquit any legal fees that accrue in connection with the obtaining
      of such release and discharge. To the extent that the Shareholder is not
      released and discharged from the Montcap Guarantee, the Purchaser shall
      indemnify and save harmless the Shareholder from any and all
      responsibility and related costs (including legal fees) thereunder.

                                    ARTICLE 6
                                    EMPLOYEES

6.1   Employees

      Subject to the Closing, the Purchaser agrees to continue the employment of
      the Employees listed in Schedule 6.1 as per the Effective Time on the
      Closing Date on comparable but not less favourable terms and conditions of
      employment in the aggregate as the Seller employs them on such date;
      provided, however, that nothing in this Section 6.1 shall be construed so
      as to limit the right of the Purchaser following the Closing Date to make
      changes to such terms and conditions to the extent determined by the
      Purchaser to be appropriate following its assessment thereof. If any
      employees listed on Schedule 6.1 chooses not to continue their employment
      with the Purchaser, it is understood and agreed that these employees will
      be offered Severance Payments including, without limitation, payment in
      lieu of notice by the Seller, in accordance with the provisions of Section
      6.2. The Purchaser shall be responsible for the payment of such Severance
      Payments.

<PAGE>
                                      -27-


6.2   Terminated Employees

      Effective prior to the Closing, the employment of the employees listed in
      Schedule 6.2 shall be terminated by the Seller. It is understood and
      agreed that the Purchaser will indemnify, as contemplated in and by
      Article 13, the Seller for all Severance Payments including, without
      limitation, payment in lieu of notice related to such terminations.

      The Purchaser also specifically undertakes to indemnify the Seller for any
      reasonable costs, honoraries, expenses or other amounts disbursed by the
      Seller further to any legal recourse or proceeding of any nature
      whatsoever filed or undertaken by any of the employees terminated.

6.3   Employee Plans

      The Employee Plans shall be transferred by the Seller to the Purchaser
      and, notwithstanding the delays caused by the obligation to obtain the
      approval of any governmental agency or other instrumentality for the
      transfer of certain Employee Plans, the Purchaser acknowledges and agrees
      that the Purchaser shall assume all of the Seller's obligations under any
      Employee Plans accruing from the Effective Time on the Closing Date, to
      the complete exoneration of the Seller.

      The Purchaser also undertakes to execute all documents reasonably required
      by the Seller and to fully collaborate with the Seller or any governmental
      entity or other instrumentality in order to ensure the transfer of the
      Employee Plans. The Purchaser also acknowledges and agrees that it will
      take all the necessary measures to ensure that any Employee Plan that must
      be replaced or covered by another contract or agreement shall take full
      effect from the Effective Time on the Closing Date.

6.4   No Third Party Beneficiaries

      This Agreement and any agreement entered into pursuant to this Agreement
      shall not be for the benefit of, or create any right or cause of action in
      or on behalf of, any Person (including any of the Employees) other than
      the parties to this Agreement, and no Person (including any of the
      Employees), other than the parties to this Agreement, shall be entitled to
      rely on the provisions hereof or any agreement entered into pursuant
      hereto in any action, proceeding, hearing or other forum.

                                   ARTICLE 7
                            TERMINATION OF AGREEMENT

7.1   Termination by the Purchaser

      The Purchaser may terminate this Agreement by notice in writing to the
      Seller (a) if any of the conditions set forth in Section 8.1 have not been
      fulfilled or waived at or prior to Closing, or (b) if any obligation or
      covenant of the Seller or the Shareholder to be performed at or prior to
      Closing has not been observed or performed by such time. In the event of
      termination by the Purchaser as aforesaid, the Purchaser shall be released
      from all obligations hereunder, save and except for its obligations under
      Sections 5.8, 12.1, 12.2 and 12.3, which shall survive. If the Purchaser
      waives compliance with any of the conditions, obligations or covenants
      contained in this Agreement, the waiver will be without prejudice to any
      of its rights of termination in the event of non-fulfillment,
      non-observance or non-performance of any other condition, obligation or
      covenant in whole or in part.

7.2   Termination by the Seller

      The Seller may terminate this Agreement by notice in writing to the
      Purchaser (a) if any of the conditions set forth in Section 8.2 have not
      been fulfilled or waived at or prior to Closing, or (b) if any obligation
      or covenant of the Purchaser to be performed at or prior to Closing has
      not been observed or performed by such time. In the event of termination
      by the Seller as aforesaid, the Seller and the Shareholder shall be
      released from all obligations hereunder save and except for their
      obligations under Sections 5.8, 12.1, 12.2 and 12.3, as the case may be,
      which shall survive. If the Seller waives compliance with any of the
      conditions, obligations or covenants contained in this Agreement, the
      waiver will be without prejudice to any of its rights of termination in
      the event of non-fulfillment, non-observance or non-performance of any
      other condition, obligation or covenant in whole or in part.

<PAGE>
                                      -28-


7.3   Other Termination Rights

      This Agreement may, by notice in writing given prior to or on the Closing
      Date, be terminated by the Purchaser or the Seller:

            (i)     by mutual consent of the Seller and the Purchaser; or

            (ii)    if any action, suit, or proceeding shall have been
                    instituted or any final order shall have been rendered by
                    any Governmental Body with respect to the transactions
                    contemplated hereby which reasonably may prohibit the
                    transactions contemplated hereby or materially affect the
                    Purchaser's operation of the Acquired Business or ownership
                    or quiet enjoyment of the Assets;

      and in such event, each party hereto shall be released from all
      obligations hereunder, save and except for their respective obligations
      under Sections 5.8, 12.1, 12.2 and 12.3, which shall survive.

7.4   Effect of Termination

      Each party's right of termination under this Article 7 is in addition to
      any other rights it may have under this Agreement or otherwise, and the
      exercise of a right of termination will not be an election of remedies.

                                    ARTICLE 8
                            CONDITIONS TO THE CLOSING

8.1   Conditions to Obligations of the Purchaser

      Unless waived in writing by the Purchaser, the obligations of the
      Purchaser to consummate the transactions contemplated by this Agreement
      are subject to the satisfaction at or prior to the Closing of the
      following conditions:

      (a)   Performance

                  Each of the acts, covenants and undertakings of the Seller and
                  the Shareholder to be complied with or performed at or before
                  the Closing pursuant hereto shall have been duly complied with
                  or performed.

      (b)   Representations and Warranties

                  The representations and warranties of the Seller contained in
                  this Agreement shall be true and correct in all material
                  respects as of the Closing Date with the same force and effect
                  as if made on and as of such date.

      (c)   No Litigation

                  No action, proceeding or order of any court or administrative
                  agency (other than those disclosed in this Agreement or in any
                  Schedule hereto) shall be pending or threatened in any
                  jurisdiction (i) which has or will have the effect of
                  materially restricting or materially prohibiting (A) any of
                  the transactions contemplated by this Agreement, (B) the
                  Purchaser from exercising full dominion and control over the
                  Assets, or (C) the right of the Purchaser to conduct the
                  Acquired Business after Closing on substantially the same
                  terms as heretofore operated, or (ii) which requires or seeks
                  to require any divestiture, rescission, separate holding or
                  any other remedy affecting the Purchaser or any of its
                  businesses or assets as a result of the transactions
                  contemplated herein.

      (d)   Approvals and Consents

                  The Purchaser shall have (i) duly and validly obtained all
                  Permits of all Governmental Bodies required in connection with
                  this Agreement and the consummation of the transactions
                  contemplated hereby, and (ii) received all of the consents and
                  releases listed in Schedule 1.7.

      (e)   Closing Deliveries

                  The Purchaser shall have received the closing deliveries set
                  forth in Section 2.1(b).

      (f)   No Material Change

<PAGE>
                                      -29-


                  No material adverse change shall have occurred, since the date
                  of execution of this Agreement, in the business, operation,
                  properties or prospects of the Acquired Business or the
                  Assets.

8.2   Conditions to Obligations of the Seller

      Unless waived in writing by the Seller, the obligations of the Seller to
      consummate the transactions contemplated by this Agreement are subject to
      the satisfaction at or prior to the Closing of the following conditions:

      (a)   Performance

                  Each of the acts, covenants and undertakings of the Purchaser
                  to be complied with or performed at or before the Closing
                  pursuant hereto shall have been duly complied with or
                  performed.

      (b)   Representations and Warranties

                  The representations and warranties of the Purchaser contained
                  in this Agreement shall be true and correct in all material
                  respects as of the Closing Date with the same force and effect
                  as if made on and as of such date.

      (c)   No Litigation

                  No action, proceeding or order of any court or administrative
                  agency (other than those disclosed in this Agreement or in any
                  Schedule hereto) shall be pending or threatened in any
                  jurisdiction (i) which has or will have the effect of
                  materially restricting or materially prohibiting (A) any of
                  the transactions contemplated hereby, (B) the Seller from
                  transferring the Assets to the Purchaser, or (C) the right of
                  the Purchaser to conduct the Acquired Business after Closing
                  on substantially the same basis as heretofore operated, or
                  (ii) which requires any divestiture, rescission, separate
                  holding or any other remedy affecting the Seller or any of its
                  businesses or assets as a result of the transactions
                  contemplated herein.

      (d)   Closing Deliveries

                  The Seller shall have received the closing deliveries set
                  forth in Section 2.1(c).

                                   ARTICLE 9
                            SURVIVAL; INDEMNIFICATION

9.1   Survival; Remedy for Breach

      All representations, warranties, covenants and agreements of the parties
      hereto contained herein and in any Schedule attached and certificate
      delivered pursuant hereto or in connection herewith shall survive the
      Closing to the extent set forth in this Article 9. After the Closing,
      except for those indemnifications specifically set forth in Section 5.5,
      which shall survive the Closing forever until fulfilled and which shall
      not be limited by this Article 9, the sole and exclusive remedy of the
      Purchaser for any breach or inaccuracy of any representation, warranty,
      covenant or agreement by the Seller or the Shareholder shall be the
      indemnities contained in Section 9.2, which indemnities shall survive the
      Closing. After the Closing, the sole and exclusive remedy of the Seller
      for any breach or inaccuracy of any representation, warranty, covenant or
      agreement by the Purchaser shall be the indemnities contained in Section
      9.3, which indemnities shall survive the Closing.

9.2   Indemnification by the Seller

      (a)   The Seller shall indemnify, defend and save the Purchaser harmless
            of and from any and all damage, loss, liability, claim, deficiency,
            cost or expense (including, without limitation, reasonable expenses
            of investigation and attorneys' fees and expenses in connection with
            any action, suit or proceeding brought against the Purchaser)
            (collectively, "Damages") incurred or suffered by the Purchaser
            arising out of or resulting, directly or indirectly, from any
            misrepresentation by or breach of any representation, warranty,
            covenant, agreement term or condition by the Seller contained herein
            or in any Transaction Documents.

      (b)   Except as to any Damages:

            (i)     arising out of or resulting from any liability excluded
                    pursuant to Section 1.4 hereof; or

<PAGE>
                                      -30-


            (ii)    arising out of or resulting from the representations and
                    warranties set forth in Sections 3.1 and 3.11(a) (and the
                    corresponding representations and warranties set out in the
                    certificate to be delivered pursuant to Section 2.1(b)(ii)),
                    which shall survive and continue in full force and effect
                    without limitation of time,

the Purchaser must assert in writing any claim for indemnification under this
Section 9.2 within twenty-four (24) months of the Closing Date.

      (c)   A claim for any breach by the Seller of any of the representations
            and warranties contained in this Agreement involving fraud or
            fraudulent misrepresentation may be made at any time subject only to
            applicable time periods imposed by applicable Law.

      (d)   The Purchaser agrees to give prompt notice to the Seller of the
            assertion of any claim, or the commencement of any suit, action or
            proceeding, in respect of which indemnity may be sought hereunder.
            The delay in or failure to give such notice, however, shall relieve
            the Seller of its obligations hereunder only to the extent that the
            Seller has been prejudiced by such delay or failure. The Seller
            shall have the right to control, and at the request of the Purchaser
            shall assume, the defence of any such suit, action or proceeding at
            its own expense.

      (e)   The Seller shall not be liable under this Section 9.2 for any
            settlement effected without its consent of any claim, litigation or
            proceeding in respect of which indemnity may be sought hereunder.

      (f)   The Seller shall not compromise or settle or cause a compromise or
            settlement of any claim, litigation or proceeding in respect of
            which indemnity may be sought hereunder which would require the
            Purchaser to admit any liability or pay any amount without the prior
            written consent of the Purchaser, which consent shall be at the
            Purchaser's sole discretion.

9.3   Indemnification by the Purchaser

      (a)   The Purchaser shall indemnify, defend and save the Seller harmless
            of and from any and all Damages incurred or suffered by the Seller
            arising out of or resulting, directly or indirectly, from any
            liability pertaining, directly or indirectly, to any assumed
            liability pursuant to Section 1.3 hereof or from any
            misrepresentation by or breach of any representation, warranty,
            covenant, agreement term or condition by the Purchaser contained
            herein.

      (b)   Except as to any Damages arising out of or resulting from any
            liability assumed pursuant to Section 1.3 hereof or pursuant to
            Article 13 relating to the Severance Payments, which provisions
            shall survive until they are fulfilled, the Seller must assert in
            writing any claim for indemnification under this Section 9.3 within
            twenty-four (24) months of the Closing Date.

      (c)   The Seller agrees to give prompt notice to the Purchaser of the
            assertion of any claim, or the commencement of any action or
            proceeding, in respect of which indemnity may be sought hereunder.
            The delay in or failure to give such notice, however, shall relieve
            the Purchaser of its obligations hereunder only to the extent that
            the Purchaser has been prejudiced by such delay or failure. The
            Purchaser shall have the right to, and shall at the request of the
            Seller, assume the defence of any such suit, action or proceeding at
            its own expense.

      (d)   The Purchaser shall not be liable under this Section 9.3 for any
            settlement or compromise effected without its consent of any claim,
            litigation or proceeding in respect of which indemnity may be sought
            hereunder.

      (e)   The Purchaser shall not compromise or settle or cause a compromise
            or settlement of any claim, litigation or proceeding in respect of
            which indemnity may be sought hereunder which would require the
            Seller to admit any liability or pay any amount without the prior
            written consent of the Seller, which consent shall be at the
            Seller's sole discretion.

9.4   Extension of Indemnities

      Notwithstanding Sections 9.1, 9.2 and 9.3, any representation, warranty,
      covenant, agreement, term or condition in respect of which indemnity may
      be sought under Section 9.2 or 9.3 shall survive the time at which it
      would otherwise terminate pursuant to such Sections, if notice of the
      inaccuracy or breach thereof giving rise to such indemnity shall have been
      given to the party against whom such indemnity may be sought prior to such
      time.

<PAGE>
                                      -31-


9.5   Taxes

      The amount of any Damages shall be calculated taking into account any
      off-setting tax benefits or any tax deductions actually enjoyed by the
      payee of said Damages, without any obligation on the part of the payee to
      take advantage, in whole or in part, of any such benefits or deductions,
      the parties agreeing that each party hereto shall have sole and absolute
      discretion in planning it's tax position.

9.6   Limitations

      (a)   Notwithstanding any provisions hereof, the aggregate liability of
            the Seller and the Purchaser under this Agreement shall be limited
            to an amount equal to the amount by which the Purchase Price exceeds
            the amount of the Assets according to the Final Closing Balance
            Sheet;

      (b)   The Seller shall have no liability with respect to Damages until the
            total of all Damages exceeds one million Canadian Dollars
            (CDN$1,000,000), at which point the Seller shall be obliged to
            indemnify the Purchaser from and against all Damages, it being
            understood that the Seller shall under no circumstance be liable for
            the Assumed Liabilities and that the Purchaser shall under no
            circumstance be liable for the Excluded Liabilities.

                                   ARTICLE 10
                                     NOTICES

10.1  Notices

      All notices or other communications required or permitted to be given
      hereunder shall be in writing and may be delivered by hand, by facsimile
      or other means of electronic communication, by nationally recognized
      private courier, or by prepaid first-class mail. Notices or other
      communications delivered by prepaid first-class mail at any time other
      than during a general discontinuance of postal service due to strike,
      lockout or otherwise, shall be deemed given three (3) business days after
      the post-marked date thereof. Notices or other communications delivered by
      facsimile or other means of electronic communication, shall be deemed
      received on the first business day following the sending; provided,
      however, that a notice delivered by facsimile or other means of electronic
      communication shall only be effective if such notice is also delivered by
      hand, or deposited in the mail, postage prepaid, registered or certified
      mail, on or before two (2) business days after its delivery by facsimile
      or other means of electronic communication. Notices or other
      communications delivered by hand shall be deemed to have been received at
      the time it is delivered to the applicable address noted below either to
      the individual designated below or to an individual at such address having
      apparent authority to accept deliveries on behalf of the addressee.

      All notices and other communications shall be addressed as follows:

      (a)   If to the Purchaser:

                     OPTIMAL SERVICES GROUP INC.
                     4700 de la Savane, Suite 101
                     Montreal, QC H4P 1T7

                     Attention: Chief Financial Officer

                     Telephone No.: (514) 738-8885
                     Telecopy No.: (514) 738-8355

                     With a copy to:

                     Andrew M. Cohen
                     Heenan Blaikie LLP
                     Suite 2500
                     1250 Rene-Levesque Blvd. West
                     Montreal, Quebec
                     H3B 4Y1

                     Telephone No.: (514) 846-2338
                     Telecopy No.: (514) 921-1338

<PAGE>
                                      -32-


      (b)   If to the Seller:

                     RBA INC.
                     600 de La Gauchetiere St. W.
                     Suite 2400
                     Montreal, Quebec
                     H3B 4L8

                     Attention: Mr. Richard Besner

                     Telephone No.: (514) 733-5403
                     Telecopy No.: (514) 733-2377

                     With a copy to:

                     Desjardins Ducharme Stein Monast
                     600 de La Gauchetiere St. W.
                     Suite 2400
                     Montreal, Quebec
                     H3B 4L8

                     Attention: Mr. Gilles Seguin, Esq.

                     Telephone No.: (514) 878-5517
                     Telecopy No.: (514) 878-4876

      (c)   If to the Shareholder:

                     RICHARD BESNER
                     365, Rang L'Annonciation
                     Oka, Quebec
                     J0N 1E0

                     Telephone No.: (514) 824-5434
                     Telecopy No.: (514) 955-9471

                     With a copy to:

                     Desjardins Ducharme Stein Monast
                     600 de La Gauchetiere St. W.
                     Suite 2400
                     Montreal, Quebec
                     H3B 4L8

                     Attention: Mr. Gilles Seguin, Esq.

                     Telephone No.: (514) 878-5517
                     Telecopy No.: (514) 878-4876

                                   ARTICLE 11
                               CERTAIN DEFINITIONS

11.1  Definitions

      For purposes of this Agreement, the following terms shall have the
      respective meanings as set forth in this Article XI.

      (a)   "Acquired Business" shall have the meaning attributed thereto in the
            preamble hereof.

      (b)   "Acquired Business Balance Sheet" shall have the meaning attributed
            thereto in Section 3.10.

<PAGE>
                                      -33-


      (c)   "Affiliate" shall have the meaning set forth in the Canada Business
            Corporations Act, as amended from time to time.

      (d)   "Arm's Length" shall have the meaning attributed to such term in the
            ITA and the jurisprudence related thereto.

      (e)   "Assets" shall have the meaning attributed thereto in Section 1.1.

      (f)   "Books and Records" shall have the meaning attributed thereto in
            Section 1.1(d).

      (g)   "Closing" shall have the meaning attributed thereto in Section 2.1.

      (h)   "Closing Date" shall have the meaning attributed thereto in Section
            2.1.

      (i)   "Contracts" shall have the meaning attributed thereto in Section
            1.1(a).

      (j)   "Employee Plans" shall have the meaning attributed thereto in
            Section 3.7.

      (k)   "Employment Agreement" shall have the meaning attributed thereto in
            Section 2.1(b)(iii).

      (l)   "ETA" shall mean the Excise Tax Act (Canada) as amended from time to
            time, including regulations thereunder.

      (m)   "Encumbrance(s)" shall mean all mortgages, claims, hypothecs,
            charges, liens, encumbrances, easements, restrictions, options,
            pledges, calls, commitments, security interests, conditional sales
            agreements, title retention agreements, leases, and other
            restrictions of any kind and nature.

      (n)   "Financial Statements" means the consolidated balance sheet of the
            Seller with respect to the Acquired Business as at December 31, 2002
            and the accompanying consolidated statements of operations and
            retained earnings and cash flows for the year then ended and all
            notes thereto as reported upon by KPMG, LLP, Chartered Accountants.

      (o)   "GAAP" shall mean at any time, accounting principles generally
            accepted in Canada including those set out in the Handbook of the
            Canadian Institute of Chartered Accountants, at the relevant time
            applied on a consistent basis.

      (p)   "Governmental Body" shall mean (i) any multinational, federal,
            provincial, state, municipal, local or other governmental or public
            department, central bank, court, commission, board, bureau, agency
            or instrumentality, domestic or foreign, (ii) any subdivision or
            authority of any of the foregoing, or (iii) any quasi-governmental
            or private body exercising any regulatory, expropriation or taxing
            authority under or for the account of any of the above.

      (q)   "Immovable Property Leases" shall have the meaning attributed
            thereto in Section 3.2.

      (r)   "Intellectual Property" shall have the meaning attributed thereto in
            Section 1.1(k).

      (s)   "ITA" shall mean the Income Tax Act (Canada) as amended from time to
            time, including regulations thereunder.

      (t)   "Laws" shall mean any and all applicable laws including all
            statutes, codes, ordinances, decrees, rules, regulations, municipal
            by-laws, judicial or arbitral or administrative or ministerial or
            departmental or regulatory judgments, orders, decisions, ruling or
            awards, policies, guidelines and general principles of common and
            civil law and equity, legally binding on the Person referred to in
            the context in which the word is used.

      (u)   "Material Contracts" shall have the meaning attributed thereto in
            Section 3.5.

      (v)   "Montcap Fee" shall mean the facility fee, in the amount of one
            hundred seventeen thousand six hundred ninety-seven Canadian Dollars
            and seventy-five cents (CDN$117,697.75), payable by the Seller to
            Montcap Financial Corporation pursuant to the Factoring Services
            Agreement dated as of April 2, 2003 between the Seller and Montcap
            Financial Corporation;

<PAGE>
                                      -34-


      (w)   "Moneris Claim" shall mean the equipment inventory discrepancy claim
            by Moneris Solutions Corporation against the Seller.

      (x)   "Moneris Inventory Discrepancy" shall mean the amount of the
            equipment inventory discrepancy claim by Moneris Solutions
            Corporation following the October 30, 2003 scheduled count of the
            Moneris equipment inventory, without giving effect to the Moneris
            Settlement.

      (y)   "Permits" shall mean, with respect to any Person, any order, permit,
            consent, approval, waiver, licence or similar authorization of or
            registration with any Governmental Body having jurisdiction over the
            Person.

      (z)   "Permitted Liens" shall mean (i) Encumbrances for current taxes not
            yet due and payable; and (ii) the Encumbrances listed on Schedule
            11.1(z); and (iii) such other Encumbrances with respect to Assumed
            Liabilities which are not substantial in amount and do not
            materially detract from the value or the use of any subject Assets
            to which they attach.

      (aa)  "Person" shall mean a natural person, partnership, limited liability
            partnership, corporation, joint stock company, trust, unincorporated
            association, joint venture or other entity or Governmental Body, and
            pronouns have a similarly extended meaning.

      (bb)  "Post-Closing Adjustment" shall have the meaning attributed thereto
            in Section 1.6(d).

      (cc)  "Purchase Price" shall have the meaning ascribed thereto in Section
            1.6(a).

      (dd)  "QSTA" shall mean An Act respecting the Quebec sales tax act, as
            amended from time to time, including regulations thereunder.

      (ee)  "QTA" shall mean the Taxation Act (Quebec) as amended from time to
            time, including regulations thereunder.

      (ff)  "Settlement Amount" shall mean the amount for which the Moneris
            Claim has been settled by the Seller prior to the Closing Date,
            namely $632,000.

      (gg)  "Severance Payments" shall have the meaning ascribed thereto in
            Article 13.

      (hh)  "SLVQ Deposit" shall have the meaning ascribed thereto in Section
            1.2(a).

      (ii)  "Tax" or "Taxes" shall mean any and all federal, state, provincial,
            municipal, local and foreign taxes, assessments and other
            governmental charges, duties, fees, levies, contributions, imports,
            impositions and liabilities including Canada Pension Plan and Quebec
            Pension Plan contributions, unemployment and employment insurance
            contributions, workman's compensation contributions, contributions
            to the Fonds des services de sante (Quebec), deductions at source,
            taxes based upon or measured by gross receipts, gross income, net
            income, profits, sales capital, paid-up capital, use or occupation
            sales taxes, taxes on services, goods and services taxes, value
            added taxes, ad valorem taxes, transfer taxes, franchise taxes,
            withholding taxes, customs duties, payroll taxes, antidumping
            duties, excise taxes and property taxes, together with any
            instalments with respect thereto, and any or all interest,
            penalties, fines and additions imposed levied or assessed by any
            Governmental Body, and whether or not disputed, with respect to such
            amounts.

      (jj)  "Tax Returns" shall mean all federal, state, provincial, local and
            foreign tax returns, declarations, statements, reports, schedules,
            forms and information returns and any amendments thereto required to
            be filed by Law with a Governmental Body.

      (kk)  "Termination Agreement" means the agreement among the Seller, the
            Purchaser and Montcap Financial Corporation relating to the
            termination of the Factoring Services Agreement dated April 2, 2003
            between the Seller and Montcap Financial Corporation.

      (ll)  "The Seller's knowledge" or "to the knowledge of the Seller" shall
            mean the best knowledge and belief of any of the Seller's director
            or officers or of the Shareholder.

<PAGE>
                                      -35-


                                   ARTICLE 12
                                  MISCELLANEOUS

12.1  Brokers

      The Purchaser represents to the Seller that it has not employed any
      investment banker, broker, finder or intermediary in connection with the
      transactions contemplated hereby who might be entitled to a fee from the
      Purchaser or any commission upon consummation of the transactions
      contemplated hereby. The Seller represents to the Purchaser that the
      Seller has retained CIBC Mid-Market Investment Banking as an investment
      advisor and broker for the sale of the Acquired Business but has not
      employed any other Person in such connection who might be so entitled to
      any such fee from the Seller or any such commission. The Seller shall be
      solely responsible to pay the fee of its investment advisor and broker.

12.2  Expenses

      Except as otherwise provided herein, all costs and expenses (including the
      fees and disbursements of legal counsel, investment advisors and
      accountants) incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      expenses.

12.3  Announcements

      At all times prior to Closing, any press release or public statement or
      announcement (a "Public Statement") with respect to the transaction
      contemplated in this Agreement shall be made only with the prior written
      consent and joint approval of the Seller and the Purchaser unless such
      Public Statement is required by Law or by any stock exchange, in which
      case the party required to make the Public Statement shall use its best
      efforts to obtain the approval of the other party as to the form, nature
      and extent of the disclosure. After the Closing, any Public Statement by
      the Seller or the Shareholder shall be made only with the prior written
      consent and approval of the Purchaser unless the Public Statement is
      required by Law or by any stock exchange, in which case the Seller or the
      Shareholder shall use its or his best efforts to obtain the approval of
      the Purchaser as to the form, nature and extent of the disclosure.

12.4  Successors and Assigns

      This Agreement shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective successors and assigns; provided, that
      neither this Agreement nor any of the rights or obligations hereunder may
      be assigned by any party without the prior written consent of the other
      parties hereto. Any attempted assignment in violation of the foregoing
      shall be null and void.

12.5  Schedules and Exhibits

      Any Schedule or Exhibit which is not attached hereto at the time that the
      Purchaser executes this Agreement may be subsequently attached hereto or
      incorporated herein if such Schedule or Exhibit is acceptable to the
      Purchaser. The Schedules and Exhibits attached to this Agreement shall,
      for all purposes of this Agreement, form an integral part hereof.

12.6  Entire Agreement; Amendment

      This Agreement, along with the instruments and documents to be delivered
      at the Closing, embody the entire agreement between the parties hereto
      with respect to the subject matter hereof and supersedes all prior
      agreements, understandings, negotiations and discussions, whether oral or
      written, of the parties including, without limitation, the letter of
      intent dated as of August 4, 2003 addressed by the Purchaser to the Seller
      and accepted by the Seller on August 4, 2003. There are no
      representations, warranties, covenants, conditions or other agreements,
      express or implied, collateral, statutory or otherwise, between the
      parties in connection with the subject matter of this Agreement, except as
      specifically set forth herein and therein and the Seller, the Shareholder
      and the Purchaser have not relied and are not relying on any other
      information, discussion or understanding in entering into and completing
      the transactions contemplated by this Agreement. This Agreement may be
      amended, and any provision hereof waived, but only in writing signed by
      all the parties hereto.

12.7  Counterparts

      This Agreement may be executed in one or more counterparts (including
      counterparts by facsimile) all of which shall together constitute one and
      the same instrument.

<PAGE>
                                      -36-


12.8  Agreement to Take Necessary and Desirable Actions

      The Seller, the Shareholder and the Purchaser each agrees to execute and
      deliver such other documents, certificates, agreements and other writings
      and to take such other actions as may be necessary in order to consummate
      or implement expeditiously the transactions contemplated by this
      Agreement.

12.9  Headings

      The provision of a Table of Contents, the division of this Agreement into
      Articles and Sections and the insertion of headings are for convenience of
      reference only and shall be ignored in the construction or interpretation
      hereof.

12.10 Governing Law

      This Agreement shall in all respects be governed by and construed in
      accordance with the Laws of the Province of Quebec and the federal Laws of
      Canada applicable therein, without regard to the conflict of laws
      principles of such Province. The United Nation Convention on the Sale of
      Goods shall not apply to the transactions contemplated in and by this
      Agreement.

12.11 Severability

      If any provision of this Agreement shall be determined by any court of
      competent jurisdiction to be illegal, invalid or unenforceable, that
      provision will be severed from this Agreement and the remaining provisions
      shall remain in full force and effect.

12.12 Jurisdiction; Consent to Service of Process

      (a)   Each of the Purchaser, the Seller and the Shareholder hereby
            irrevocably and unconditionally submits, for itself/himself and
            its/his property, to the exclusive jurisdiction of any Quebec court
            or federal court of Canada sitting in the Province of Quebec, and
            any appellate court from any such court, in any suit, action or
            proceeding arising out of or relating to this Agreement, or for
            recognition or enforcement of any judgment, and each hereby
            irrevocably and unconditionally agrees that all claims in respect of
            any such suit, action or proceeding may be heard and determined in
            such Quebec court or, to the extent permitted by Law, in such
            federal court. Each of the Purchaser, the Seller and the Shareholder
            agrees that a final judgment in any such suit, action or proceeding
            shall be conclusive and may be enforced in other jurisdictions by
            suit on the judgment or in any other manner provided by Law.

      (b)   Each of the Purchaser, the Seller and the Shareholder hereby
            irrevocably and unconditionally waives, to the fullest extent it/he
            may legally and effectively do so, any objection which it/he may now
            or hereafter have to the laying of venue of any suit, action or
            proceeding arising out of or relating to this Agreement in any
            Quebec court or federal court sitting in the Province of Quebec.
            Each of the Purchaser, the Seller and the Shareholder hereby
            irrevocably waives, to the fullest extent permitted by Law, the
            defence of an inconvenient forum to the maintenance of such suit,
            action or proceeding in any such court.

      (c)   Each of the Purchaser, the Seller and the Shareholder irrevocably
            consents to service of process in the manner provided for in Section
            10.1. Nothing in this Agreement will affect the right of any party
            to this Agreement to serve process in any other manner permitted by
            Law.

12.13 Waiver

      No waiver of any of the provisions of this Agreement shall be deemed to
      constitute a waiver of any other provision (whether or not similar), nor
      shall such waiver be binding unless executed in writing by the party to be
      bound by the waiver. No failure on the part of the Seller or the Purchaser
      to exercise, and no delay in exercising any right under this Agreement
      shall operate as a waiver of such right, nor shall any single or partial
      exercise of any such right preclude any other or further exercise of such
      right or the exercise of any other right.

12.14 Guarantee of the Shareholder

      For valuable consideration, the receipt and sufficiency of which are
      hereby acknowledged, the Shareholder hereby guarantees the performance
      (the "Guarantee") by the Seller of its obligations under Section 9.2(a)
      provided, however, that the liability of the Guarantee of the Shareholder
      with respect to any Damages shall be limited to an amount equal to 57% of
      such Damages and to an aggregate liability of $2,850,000. For greater
      certainty, the Shareholder confirms that it waives the benefits of
      division and discussion.

<PAGE>
                                      -37-


12.15 Conditions of the Guarantee

      Subject to the provisions of Section 12.14 above,

      (a)   The liability of the Shareholder in respect of the Guarantee shall
            not be affected by any change or changes in the name, corporate
            existence or structure of the Seller (whether by way of
            reconstruction, consolidation, amalgamation, merger, transfer, sale,
            lease or otherwise).

      (b)   The liability of the Shareholder hereunder shall not be released,
            discharged, limited or in any way affected by anything done,
            suffered or permitted by the Purchaser in connection with any duties
            or liabilities of the Seller to the Purchaser. Without limiting the
            generality of the foregoing and without releasing, discharging,
            limiting or otherwise affecting in whole or in part the
            Shareholder's liability hereunder, without obtaining the consent of
            or giving notice to the Shareholder, the Purchaser may:

            (i)     grant time, renewals, extensions, indulgences, releases and
                    discharges to the Seller;

            (ii)    accept compromises from the Seller; and

            (iii)   otherwise deal with the Seller and all other Persons and
                    securities as the Purchaser may see fit, acting reasonably.

      (c)   Any account settled or stated in writing by or between the Purchaser
            and the Seller shall be accepted by the Shareholder as conclusive
            evidence, absent manifest mathematical error, that the balance or
            amount thereby appearing due by the Seller to the Purchaser is so
            due.

      (d)   The Shareholder irrevocably waives any objection, including any
            objection to the laying of venue or based on the grounds of forum
            non conveniens, which it may now or hereafter have to the bringing
            of any action or proceeding in such jurisdiction in respect of this
            agreement. The Shareholder waives personal service of any summons,
            complaint or other process, which may be made by any other means
            permitted by the laws of the Province of Quebec and the laws of
            Canada, as applicable.

12.16 Language

      The parties hereto acknowledge that they have required that the present
      Agreement, as well as all documents, notices and legal proceedings
      executed, given or instituted pursuant hereto or relating directly or
      indirectly hereto, be drawn up in English. Les parties reconnaissent avoir
      exige la redaction en anglais de la presente convention, ainsi que de tous
      documents, avis et procedures judiciaires executes, donnes ou intentes,
      directement ou indirectement, a la suite de ou relativement a la presente
      convention.

                                   ARTICLE 13
                      SEVERANCE PAYMENTS AND OTHER MATTERS

13.1  Severance Payments

      The Purchaser shall pay, perform or discharge when due, to the complete
      exculpation of the Seller, or reimburse the Seller for any payments made
      with respect to any obligations or liabilities of the Seller relating to
      the termination of those of the employees of the Seller (A) who shall not
      have agreed to continue their employment with the Purchaser as
      contemplated under Section 6.1 and (B) listed in Schedule 6.2 including,
      without limitation, any liabilities to such employees (a) for salary,
      wages, accumulated overtime, severance payment, obligations or other
      separation benefits, bonuses, commissions, vacation pay, accumulated
      vacation time and other compensation, (b) arising out of the Employee
      Plans and (c) any claim made by any employee listed in Schedule 6.1 or
      Schedule 6.2 in connection with the termination of his/her employment with
      the Seller or the fact that their employment would not continue with the
      Purchaser including any fees, honoraries, expenses or any other costs
      related to any legal recourse of any nature whatsoever filed or undertaken
      by any of the employees listed in Schedule 6.1 or Schedule 6.2
      (collectively, the "Severance Payments").

13.2  Moneris Indemnity

      The Purchaser shall indemnify, defend and save the Seller harmless of and
      from any and all Damages incurred or suffered by the Seller arising out of
      or resulting, directly or indirectly, from the failure of the Purchaser to
      pay any portion of the three hundred and thirty-three thousand Canadian
      Dollars (CDN$332,000) due to Moneris Solutions Corporation pursuant to the
      agreement entered into among the Seller, the Purchaser and Moneris
      Solutions Corporation dated as of the date hereof.

<PAGE>
                                      -38-


                      Rest of Page Deliberately Left Blank.

<PAGE>
                                      -39-


      IN WITNESS WHEREOF, this Agreement has been executed on behalf of each of
the parties hereto as of the day and year first above written.


                                        OPTIMAL SERVICES GROUP INC.

                                        Per: /s/ Gary Wechsler
                                             ----------------------
                                             Name:  Gary Wechsler
                                             Title: Chief Financial Officer


                                        RBA INC.

                                        Per: /s/ Richard Besner
                                             ----------------------
                                             Name:  Richard Besner
                                             Title: President

                                        /s/ Richard Besner
                                        ---------------------------
                                        RICHARD BESNER

                                  INTERVENTION

Optimal Robotics Corp. intervenes to this Agreement to declare having taken
cognizance of its provisions and to recognize and agree to be bound by the terms
and conditions of the Agreement solidarily with the Purchaser, and hereby waives
the benefits of division and discussion for greater certainty.

                                       OPTIMAL ROBOTICS CORP.


                                       Per: /s/ Gary Wechsler
                                            ----------------------
                                            Name:  Gary Wechsler
                                            Title: Chief Financial Officer