EXHIBIT 10.19

                            ASSET PURCHASE AGREEMENT

      This Asset Purchase Agreement ("Agreement") is made and entered into on
the 3rd day of March, 2004 (the "Effective Date"), by and among NCR Corporation,
a Maryland corporation, having its principal place of business at 1700 S.
Patterson Blvd., Dayton, Ohio 45479 ("NCR"), NCR Canada Ltd., a Canadian
corporation, having its principal place of business at 6865 Century Avenue,
Mississauga, Ontario L5N 2E2 ("NCR Canada") NCR Limited (UK), an English
company, having its principal place of business at 205 Marylebone Road, London,
England NW1 6LY ("NCR UK"), (NCR, NCR Canada and NCR UK being collectively
referred to herein as "Buyer"), and Optimal Robotics Corp., a Canadian
corporation, having its principal place of business at 4700 de la Savane, Suite
101, Montreal, Quebec H4P 1T7 ("Optimal Corp."), Optimal Robotics Inc., a
Delaware corporation, having a mailing address at 4700 de la Savane, Suite 101,
Montreal, Quebec H4P 1T7 ("Optimal Inc.") and Optimal Robotics Plc., an English
company, having its mailing address at 4700 de la Savane, Suite 101, Montreal,
Quebec H4P 1T7 ("Optimal Plc.") (Optimal Corp., Optimal Inc. and Optimal Plc.
being collectively referred to herein as "Seller"). Capitalized terms not
defined in the context of this Agreement shall have the meanings specified in
Section 31.

                                    RECITALS:

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

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

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

                                    AGREEMENT

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

                  (A)   the customer contracts, whether written or oral, to
                        which Seller is a party that are listed in Section 1(A)
                        of the Disclosure Schedule (the "Customer Contracts");

                  (B)   the supplier, subcontractor and vendor contracts,
                        whether written or oral, to which Seller is a party that
                        are listed in Section 1(B) of the Disclosure Schedule
                        (the "Vendor Contracts");

                  (C)   the third party commercial computer software and related


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                        maintenance contracts, to which Seller is a party that
                        are listed in Section 1(C) of the Disclosure Schedule
                        (the "Third Party Licenses");

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

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

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

                  (G)   the licenses, permits, certificates, approvals,
                        exemptions, franchises, registrations, variances,
                        accreditations or authorizations that are listed in
                        Section 1(G) of the Disclosure Schedule (the "Permits");

                  (H)   the Intellectual Property;

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

                  (J)   the telephone numbers, fax numbers and uniform or
                        universal


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

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

                  (L)   all deposits and pre-paid expenses of Seller in
                        connection with the Business existing on the Closing
                        Date that are listed in Section 1(L) of the Disclosure
                        Schedule;

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

                  (N)   all service manuals needed to operate the Business as
                        currently operated by Seller and the databases and
                        knowledge bases, in their current forms, listed in
                        Section 1(N) of the Disclosure Schedule needed to
                        operate the Business as curently operated by Seller; and

                  (O)   all other assets of every kind owned by Seller and
                        needed to operate the Business, whether or not similar
                        to the items specifically set forth, except for the
                        Excluded Assets.

            With respect to the Customer Contracts and Vendor Contracts, the
            parties agree that only the contracts listed in Sections 1(A) and
            1(B) of the Disclosure Schedule shall be transferred to Buyer under
            this Agreement; provided that if after the Closing Buyer discovers a
            contract related to the Business which Buyer determines is needed to
            operate the Business as currently operated and should have been
            included in the Purchased Assets, Seller will cooperate with Buyer
            to transfer such contract to Buyer. With respect to all other
            Purchased Assets, although the Schedules to this Agreement are
            intended to be complete, to the extent any rights or assets of
            Seller are needed to operate the Business as currently operated by
            Seller, but are not properly itemized or do not appear on the
            applicable Schedules where required, then, subject to Section 18,
            unless such rights or assets are Excluded Assets, the general
            language of Section 1 shall govern and such rights and assets shall
            nonetheless be deemed transferred to Buyer at Closing.


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            Notwithstanding the joint and several nature of the obligations of
            purchase and sale set forth in the introductory paragraph of this
            Section 1: (i) Optimal Corp. shall sell, assign, transfer, convey,
            and deliver to NCR Canada, and NCR Canada shall purchase from
            Optimal Corp., all of Optimal Corp.'s right, title and interest in
            and to the Purchased Assets held by Optimal Corp., other than its
            right, title and interest in and to any Intellectual Property, which
            Optimal Corp. shall sell, assign, transfer, convey, and deliver NCR,
            and which NCR shall purchase from Optimal Corp.; (ii) Optimal Inc.
            shall sell, assign, transfer, convey, and deliver to NCR, and NCR
            shall purchase from Optimal Inc., all of Optimal Inc.'s right, title
            and interest in and to the Purchased Assets held Optimal Inc.; and
            (iii) Optimal Plc. shall sell, assign, transfer, convey, and deliver
            to NCR UK, and NCR UK shall purchase from Optimal Plc., all of
            Optimal Plc.'s right, title and interest in and to the Purchased
            Assets held by Optimal Plc.

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

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

            (B)   all rights of Seller under this Agreement;

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

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

            (E)   all insurance policies and rights thereunder;

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

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

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

            (I)   Excluded Intellectual Property;

            (J)   Tax refunds and Tax deductions;

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

            (L)   distributorship agreements, joint marketing agreements or
                  letters of intent regarding distributorship or joint marketing
                  arrangements.

      3.    Limited Assumption of Liabilities. Except as specifically set forth
            in this Section 3, Buyer is not assuming and will not be liable for
            any obligation to


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            perform or pay for any of the debts, liabilities or obligations of
            Seller, whether known or unknown, now or hereafter existing, accrued
            or contingent, or arising out of or related to the Purchased Assets,
            the Business or the consummation of the transactions contemplated in
            this Agreement (the "Transaction"). As the sole exception to the
            foregoing, as of the Closing Date, Buyer agrees to assume and become
            responsible for, and pay and discharge as and when due, all of the
            following liabilities and obligations of Seller (collectively, the
            "Assumed Liabilities"):

                  (A)   Any debts, liabilites or obligations relating to the
                        Business or the Purchased Assets (including, without
                        limitation, the Contracts, the Permits and the Permitted
                        Encumbrances), of whatsoever nature or character,
                        whether absolute or contingent, liquidated or disputed,
                        relating to any matters arising after the Closing Date
                        and any other liabilities to be assumed by Buyer as
                        specifically provided in this Agreement; provided,
                        however, in no event shall Buyer assume any liabilities
                        or obligations to the extent such liabilities or
                        obligations are attributable to any breach or default by
                        Seller under such Purchased Assets occurring on or
                        before the Closing Date;

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

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

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

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

      4.    Purchase Price and Allocation.

                  (A)   The aggregate purchase price for the Purchased Assets
                        (the "Purchase Price") shall be, exclusive of applicable
                        sales and transfer taxes, U.S. Thirty Million Dollars
                        (US$30,000,000), subject to the adjustments set forth in
                        Section 5, plus the assumption of the Assumed
                        Liabilities.

                  (B)   Buyer shall satisfy the Purchase Price at Closing by the
                        assumption of the Assumed Liabilities pursuant to the
                        Assignment and Assumption Agreement and by payment to
                        Seller of U.S. Thirty


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                        Million Dollars (US$30,000,000) by wire transfer in
                        immediately available funds to a bank account of Seller
                        as per written instructions of Seller given to Buyer at
                        least two (2) Business Days prior to the Closing.

                  (C)   The Purchase Price shall be allocated among (i) Optimal
                        Corp., Optimal Inc. and Optimal Plc., as Sellers, and
                        (ii) the Purchased Assets and Assumed Liabilities, in
                        each case, as set forth in Section 4(C) of the
                        Disclosure Schedule. Seller and Buyer shall be bound by
                        such allocation for all purposes, shall prepare and file
                        (or cause to be prepared and filed) all tax returns in a
                        manner consistent with such allocations, including
                        Internal Revenue's Form 8594, and shall not take any
                        position inconsistent with such allocation in any Tax
                        return, proceeding before any Governmental Authority or
                        otherwise

      5.    Purchase Price Adjustment.

                  (A)   In determining the Purchase Price, Buyer assumed that
                        the difference between the book value of the Purchased
                        Assets and the Assumed Liabilities ("Net Asset Value")
                        on the Closing Date, excluding product and service
                        replacement parts inventory, will be U.S. Fourteen
                        Million Five Hundred Thousand dollars (US$14,500,000)
                        (the "Assumed Net Asset Value"). Within sixty (60) days
                        following the Closing Date, Seller shall prepare an
                        unaudited balance sheet of the Business, as of the
                        Closing Date, which balance sheet (the "Closing Balance
                        Sheet") shall be prepared in accordance with Canadian
                        generally accepted accounting principles, applied on a
                        basis that is consistent with prior periods. The
                        Purchase Price shall be either increased by the amount
                        by which the Net Asset Value derived from the Closing
                        Balance Sheet exceeds the Assumed Net Asset Value or
                        decreased by the amount by which the Assumed Net Asset
                        Value exceeds the Net Asset Value derived from the
                        Closing Balance Sheet. In the event of an increase in
                        the Purchase Price, the amount of such increase shall be
                        immediately paid by Buyer to Seller in cash, by
                        certified check or bank wire transfer. In the event of a
                        decrease in the Purchase Price, the amount of such
                        decrease shall be immediately paid by Seller to Buyer in
                        cash, by certified check or bank wire transfer.

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


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                        the Closing Date, Buyer will conduct a physical audit of
                        all such inventory (the "Inventory Audit"). In the event
                        the Inventory Audit reflects that the book value of the
                        listed inventory as reflected on the books and records
                        of Seller as of the Closing Date exceeds by more than
                        U.S. Two Hundred Thousand dollars (US$200,000), the book
                        value of the inventory found during the physical
                        inventory, the Purchase Price shall be reduced by the
                        amount of such amount in excess of U.S. Two Hundred
                        Thousand dollars (US$200,000). No adjustment shall be
                        made in the event the book value of the listed inventory
                        is less than the inventory found during the physical
                        inventory.

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


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                        of the final determination and the original positions of
                        Buyer and Seller. If a retainer is required by the
                        Neutral Accounting Firm, the retainer shall be split
                        equally between Buyer and Seller; provided, however,
                        that the retainer shall be considered part of the fees
                        and expenses of the Neutral Accounting Firm and if
                        either party has paid a portion of such retainer, that
                        party will be entitled to be reimbursed by the other
                        party to the extent required by this Section 5(C). In
                        the event a party does not comply with the procedure and
                        time requirements contained herein or such other
                        procedure or time requirements as the parties otherwise
                        elect in writing, the Neutral Accounting Firm shall
                        render a decision based solely on the evidence it has
                        which was timely filed by either of the parties.

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

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

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

                  (C)   Authority. Seller now has, and at Closing will have,
                        full and complete authority to enter into and execute
                        this Agreement, any Ancillary Agreements to which it is
                        a party and any and all agreements, documents and
                        instruments required in connection with this Agreement
                        and to otherwise perform its obligations and consummate
                        the transactions contemplated under this Agreement and
                        the Ancillary Agreements to which it is a party. The
                        execution and the delivery of this Agreement, the
                        Ancillary Agreements to which Seller is a party and,
                        except for approval by the shareholders of Optimal
                        Corp., the performance of the transactions contemplated
                        herein and therein have been duly authorized by Seller
                        and all corporate actions by Seller for the
                        authorization and consummation of the transactions
                        contemplated by this Agreement and the Ancillary
                        Agreements to which Seller is a party have been taken.
                        This Agreement has been validly executed and delivered
                        by and constitutes a valid and binding obligation of
                        Seller, and each of the Ancillary Agreements to which
                        Selller is a party will be validly executed and
                        delivered by and will constitute valid and binding
                        obligations of Seller enforceable, in each case, in
                        accordance with


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                        their respective terms, subject, however, to limitations
                        with respect to enforcement in connection with
                        bankruptcy and to the extent that equitable remedies
                        such as specific performance and injunctions are in the
                        discretion of a court of competent jurisdiction.

                  (D)   Financial Statements. Attached hereto as Exhibit 6(D) is
                        Seller's unaudited balance sheet of the Business as of
                        December 31, 2003 (the "Unaudited Financial
                        Statements"). The Unaudited Financial Statements: (i)
                        were prepared in accordance with Canadian generally
                        accepted accounting principles, consistently applied,
                        except for the absence of notes and year-end
                        adjustments; (ii) fairly represent in all material
                        respects the assets, liabilities, the results of
                        operations and cash flows of the Business. Seller is not
                        directly or indirectly liable upon or with respect to
                        (by discount, repurchase agreements or otherwise), or
                        obliged in any other way to provide funds in respect of,
                        or to guarantee or assume, any debt, obligation or
                        dividend of any Person in relation to the Business and
                        which is Material to the Business, except endorsements
                        in the ordinary course of business consistent with past
                        practice in connection with the deposit, in banks or
                        other financial institutions, of items for collection.
                        All of Seller's accounts payable have been generated in
                        the ordinary course of the operation of the Business.

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

                  (F)   Title to Assets. Seller has good title to, or (in the
                        case of leases) a


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

                  (G)   Contracts. All of the written Contracts are in full
                        force and are enforceable in accordance with their
                        terms, and there are no outstanding breaches or defaults
                        (or which with or without notice, lapse of time or both,
                        could reasonably be expected to, indirectly or in the
                        aggregate, result in a breach or default) under any of
                        the Contracts on the part of Seller or to the Knowledge
                        of Seller, on the part of the other party (or parties)
                        to such Contract which have had or could reasonably be
                        expected to have a Material Adverse Effect on the
                        Business. All duties and obligations required to be
                        performed by Seller under each of the Contracts prior to
                        Closing have been so performed in all Material respects,
                        except to the extent that the liabilities relating to
                        such non-performance are Assumed Liabilities. Except as
                        set forth in Section 6(G) of the Disclosure Schedule,
                        the Contracts are freely assignable to Buyer, or if the
                        consent of the contracting party to the assignment is
                        required, Seller has, in respect of all Customer
                        Contracts, Vendor Contracts and Transferred Leases that
                        are listed on Section 6(G) of the Disclosure Schedule,
                        obtained such consent prior to Closing, or if the giving
                        of notice of such assignment is required under such
                        Customer Contracts, Vendor Contracts and Transferred
                        Leases, the Seller has provided such notice prior to the
                        Closing. To the Knowledge of Seller, no other party to
                        any of the Contracts is threatened with insolvency.
                        Assuming all required consents are obtained, the
                        execution, delivery, consummation and performance of
                        this Agreement and the Ancillary Agreements to which
                        Seller is a party and the transactions contemplated
                        herein and therein will not cause Seller to be in
                        material breach of any of the Contracts. Sections 1(A),
                        1(B), 1(C), 1(E) and 1(F) of the Disclosure Schedule
                        contain accurate, correct and complete lists of the (i)
                        customer contracts, (ii) supplier, subcontractor and
                        vendor contracts, (iii) third party computer software
                        and related maintenance contracts, (iv) leases of real
                        property and (v) other contracts of Seller needed to
                        operate the Business as currently operated by Seller.

                  (H)   Permits. Section 1(G) of the Disclosure Schedule
                        contains an


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                        accurate, correct and complete list of the Permits that
                        are Material to the operation of the Business as
                        currently operated by Seller. The Permits are valid and
                        in full force and effect and there are no pending or, to
                        the Knowledge of Seller, threatened proceedings which
                        could result in the termination, revocation, limitation
                        or impairment of any of the Permits, except for any
                        termination, revocation, limitation or impairment which
                        could not reasonably be expected to have a material
                        adverse effect on the Business.

                  (I)   Intellectual Property.

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

                        (ii)  Seller and its Affiliates have the right, title
                              and interest in and to the Intellectual Property
                              owned by Seller and the right to use the
                              Intellectual Property licensed by Seller from
                              third parties, in each case, that are needed to
                              operate the Business as currently operated by
                              Seller. To the Knowledge of Seller, the
                              Intellectual Property owned by Seller does not
                              interfere with, infringe upon, misappropriate or
                              violate any intellectual property rights of any
                              Person except as set forth in Section 6(I)(ii) of
                              the Disclosure Schedule. Except as set forth in
                              Section 6(I)(ii) of the Disclosure Schedule,
                              Seller has not received any written charge,
                              complaint, claim, demand, or notice alleging any
                              such interference, infringement, misappropriation,
                              or violation (including any claim that Seller must
                              license or refrain from using any intellectual
                              property rights of any Person relating to the
                              Intellectual Property). To the Knowledge of
                              Seller, no Person has interfered with, infringed
                              upon, misappropriated, or violated any
                              Intellectual Property owned by Seller. Seller will
                              make available to Buyer complete and correct
                              copies of all reasonably accessible user and
                              technical documentation related to the
                              Intellectual Property. Seller has generally taken
                              reasonably appropriate measures to protect the
                              confidential and proprietary nature of the
                              Intellectual Property, including the use of
                              confidentiality agreements generally with its
                              employees and contractors who have access to
                              proprietary information of Seller and who were
                              involved in the development of the "U-Scan
                              software", including, without limitation,
                              interfaces developed by Seller (the "U-Scan
                              Software"). Generally, all employees and
                              contractors of Seller who were involved in the
                              development of the U-Scan Software which is needed
                              to operate the Business have executed written
                              contracts with Seller that assigns to Seller all
                              rights to any inventions, improvements,


                                      -11-
<PAGE>

                              discoveries or information relating to the
                              Business, which are hereby assigned to Buyer. No
                              employees or former employees of Seller have
                              claimed any right in the U-Scan Software. The
                              U-Scan Software does not have embedded therein any
                              object or source code or portions of object or
                              source code that includes any "Free-ware," or
                              "open-source" software.

                        (iii) All of the issued patents, patent applications,
                              trade-mark registrations and applications,
                              copyright registrations and applications, domain
                              names, if any, owned by the Seller and listed in
                              Section 6(I)(i) of the Disclosure Schedule are
                              currently in compliance in all Material respects
                              with formal legal requirements (including payment
                              of filing, examination and maintenance fees and
                              proofs of working or use), and, to the Knowledge
                              of Seller are valid and enforceable, and are not
                              subject to any maintenance fees or actions falling
                              due after the Closing Date other than in the
                              ordinary course of business.

                        (iv)  To the Knowledge of Seller, all Domain Names
                              included in the Purchased Assets have been
                              registered in the name of Seller and are in
                              compliance in all Material respects with all
                              formal legal requirements.

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

                  (K)   Real Property Leased by Seller. All real property and
                        facilities used by Seller or its Affiliates in the
                        conduct of the Business are listed in Section 6(K) of
                        the Disclosure Schedule. None of the real property
                        listed in Section 6(K) of the Disclosure Schedule is
                        owned by Seller. In the case of such real property
                        located at 4700 de la Savane, Montreal, Quebec and
                        leased by Seller as lessee, Seller has a valid lease in
                        respect thereof, and Seller's right, title and interest
                        thereunder is free and clear of all liens, charges,
                        purchase rights, claims, pledges, mortgages, security
                        interests or encumbrances, other than Permitted
                        Encumbrances. In the case of such real property located
                        at 651 Route 3 and 661 Route 3, Unit D, Plattsburgh, New
                        York and leased by Seller as lessee, Seller has a valid
                        leasehold interest therein, free and clear of all liens,
                        charges, purchase rights, claims, pledges, mortgages,
                        security interests or encumbrances, other than Permitted
                        Encumbrances. Except as set forth in Section 6(K) of the
                        Disclosure Schedule, each of the Transferred Leases may
                        be freely assigned, assumed or sublet, is valid and in
                        full force and effect, and there is not pending or, to
                        the Knowledge of Seller,


                                      -12-
<PAGE>

                        threatened any proceedings which could reasonably be
                        expected to result in the termination, revocation,
                        limitation or impairment of any of the Transferred
                        Leases. Except as set forth in Section 6(K) of the
                        Disclosure Schedule, the real property set forth therein
                        (the "Real Property"), (A) is, to the Knowledge of
                        Seller, leased solely by Seller; (B) is, to the
                        Knowledge of Seller, in compliance in all Material
                        respects with all applicable Laws; and (C) there are no
                        pending or, to the Knowledge of Seller, threatened
                        condemnation proceedings, lawsuits, or administrative
                        actions relating to the Real Property which could
                        reasonably be expected to have a Material Adverse Effect
                        on the Business.

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

                  (M)   Compliance with Law. Seller has conducted the Business
                        in compliance in all Material respects with all Laws.
                        Additionally, Seller has not received any written notice
                        of any violation or alleged violation of any Law, except
                        such non-compliance which could not reasonably be
                        expected to have a Material Adverse Effect on the
                        Business.

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

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

                  (P)   Accounts Receivable. All Accounts Receivable to be
                        transferred to Buyer under this Agreement arose from
                        valid transactions for goods sold or services rendered.
                        To Seller's Knowledge, there is no fact or circumstance
                        generally (other than general economic conditions and
                        the amount of time they have been outstanding) which
                        could result in any Material increase of
                        uncollectibility of such Accounts Receivables as a class
                        in excess of reserves, if any, set forth in the
                        Unaudited Financial Statements, nor is any Account
                        Receivable subject to any valid defense, counterclaim or
                        set-off. The list of Accounts Receivable listed in
                        Section 1(L) of the Disclosure


                                      -13-
<PAGE>

                        Schedule is a true, accurate and complete list of such
                        accounts generated in the operation of the Business and
                        existing as of the date hereof and, as updated as of the
                        Closing Date.

                  (Q)   Tax Matters.

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

                        (ii)  To the Knowledge of Seller, there are no material
                              proceedings, investigations, audits or claims now
                              pending or threatened against Seller in respect of
                              any Taxes and there are no material matters under
                              discussion, audit or appeal with any Governmental
                              Authority relating to Taxes, which will result in
                              an Encumbrance on the Purchased Assets.

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

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

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

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

                        (vii) No Purchased Assets sold by Optimal Corp.are real
                              estate interests located in the U.S.

                  (R)   No Undisclosed Liabilities. Except as set forth in
                        Section 6(R) of the Disclosure Schedule, Seller has no
                        Material liabilities related to the operation of the
                        Business, except for liabilities reflected or reserved
                        against in the Unaudited Financial Statements and
                        current liabilities


                                      -14-
<PAGE>

                        incurred in the ordinary course of the operation of the
                        Business since the Unaudited Financial Statements.
                        Except as set forth in Section 6(R) of the Disclosure
                        Schedule, Seller has no liability or obligation to
                        refund any economic development incentives received from
                        any governmental entity.

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

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

                  (U)   Employees.

                        (i)   Each plan, program, compensation plan, or employee
                              benefit arrangement, whether written or oral, for
                              the benefit of employees and maintained by Seller
                              is listed in Section 6(U)(i) of the Disclosure
                              Schedule (the "Employee Benefit Plans") and copies
                              or descriptions of each such Employee Benefit Plan
                              have been delivered or made available to Buyer.
                              Buyer shall be responsible only for the severance
                              obligations with respect to those Eligible
                              Employees who accept employment with Buyer in
                              accordance with Section 9, recognizing the years
                              of service of such Eligible Employee(s) with
                              Seller, but otherwise determined in accordance
                              with severance obligations under Buyer's benefit
                              plans or employment agreements which Buyer enters
                              into with such Eligible Employees; provided,
                              however, that Buyer's responsibility shall in no
                              event be for less than the amount that any such
                              Eligible Employee shall be entitled to under
                              applicable Law, Seller hereby representing that it
                              has not agreed to any severance arrangements with
                              any Eligible Employees, except for those Eligible
                              Employees listed in Section 6(U)(i)(a) of the
                              Disclosure Schedule. Seller will


                                      -15-
<PAGE>

                              comply with the health care continuation
                              requirements of Section 601 et seq. of ERISA
                              ("COBRA") with respect to Eligible Employees and
                              their eligible covered dependents.

                        (ii)  Section 6(U)(ii) of the Disclosure Schedule
                              contains: (i) a list of the Eligible Employees;
                              (ii) the current annual total compensation
                              provided by Seller to each such Eligible Employee;
                              (iii) a list of any increase presently scheduled
                              (including the effective date thereof) in the rate
                              of base compensation of any the Eligible
                              Employees; and (iv) the title and location of each
                              such Eligible Employee.

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

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

                        (v)   All payroll records provided by Seller to Buyer
                              for Eligible Employees for the period from January
                              1, 2004 to the Closing Date, are accurate.

                  (V)   Adverse Trends. To the Knowledge of Seller: (1) there
                        are no Material conflicts or problems with any Eligible
                        Employee that would likely result in the termination or
                        resignation of employment of any such employee; (2)
                        there are no Material problems or disputes with
                        customers or vendors that would likely result in the
                        termination of the contracts or terminate a source of
                        supply of a Material product and there are no long-term
                        commitments with suppliers not set forth in Section 6(V)
                        of the Disclosure Schedule.

                  (W)   Insurance Coverage. Seller maintains policies of fire,
                        liability and other forms of insurance covering the
                        Business and the Purchased Assets, in amounts and
                        against such losses and risks as are generally
                        maintained for comparable businesses and properties and
                        such insurance or its substantial equivalent will be
                        maintained through Closing.

                  (X)   No Other Assets Needed. There are no other assets
                        (intangible, tangible or otherwise), other than the
                        Purchased Assets that are needed to operate the Business
                        as currently operated by Seller.

                  (Y)   Equipment. Each item of property, plant, equipment and
                        other tangible personal property included in the
                        Purchased Assets is in


                                      -16-
<PAGE>

                        good working order and repair (normal wear and tear
                        excepted, and having regard to their use and age).

                  (Z)   Canadian Assets and Revenues. Neither the aggregate
                        value of the Purchased Assets in Canada nor the gross
                        revenues from sales in or from Canada generated by the
                        Purchased Assets in Canada, determined in each case in
                        accordance with the Notifiable Transactions Regulations
                        pursuant to the Competition Act (Canada), exceed Fifty
                        Million Canadian dollars (Cdn$50,000,000);

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

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

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

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

                  (D)   Approvals. No consent or approval of any Person or
                        Governmental Authority is required for the execution,
                        delivery and performance of this Agreement and the
                        Ancillary Agreements and the documents to be delivered
                        at the Closing by Buyer, and neither the execution,
                        delivery or performance, nor the consummation of the
                        transactions


                                      -17-
<PAGE>

                        contemplated herein or therein, will result in a breach
                        of any provision of Buyer's organizational documents or
                        any Law that would have a Material Adverse Effect on
                        Buyer's ability to perform its obligations hereunder or
                        thereunder.

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

                  (F)   No Conflict or Default. Except as set forth in Section
                        7(F) of Buyer's Disclosure Schedule, the execution and
                        performance of this Agreement, the compliance with its
                        provisions by Buyer, the purchase of the Purchased
                        Assets, the assumption of the Assumed Liabilities and
                        the payment of the Purchase Price to Seller on the
                        Closing Date will not conflict with or result in any
                        breach of any of the terms, conditions, or provisions of
                        any agreement, indenture, mortgage, or other instrument
                        to which Buyer is a party or by which it is bound,
                        except such breaches which could not reasonably be
                        expected to have a Material Adverse Effect on Buyer, and
                        in any event there are no breaches that would prevent
                        Buyer from performing under this Agreement. Further,
                        except as set forth in Section 7(F) of Buyer's
                        Disclosure Schedule, the execution and performance of
                        this Agreement and the Ancillary Agreements, the
                        compliance with their respective provisions by Buyer,
                        and the purchase of the Purchased Assets by Buyer on the
                        Closing Date will Materially comply with all applicable
                        Laws and will not conflict with, or result in the breach
                        of, any of the terms of Buyer's Articles of
                        Incorporation, or other governing documents of Buyer.
                        The consummation of the transactions comtemplated in
                        this Agreement will not require the consent of any
                        Person with respect to any Material rights, licenses,
                        leases, contracts or agreements of Buyer and will not
                        result in any breach of or default under any such
                        rights, licenses, leases, contracts or agreements.

                  (G)   Tax Registration. NCR Canada is duly registered under
                        Subdivision (d) of Division V of Part IX of the Excise
                        Tax Act (Canada) with respect to the goods and services
                        tax and harmonized sales tax (registration number is
                        89998 8430 RT0001) and under Division I of Chapter VIII
                        of Title I of the Quebec Sales Tax Act with respect to
                        the Quebec sales tax number is: 1013789343 TQ0001.

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


                                      -18-
<PAGE>

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

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

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

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

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

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

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

                        (v)   Seller will maintain in full force and effect the
                              insurance covering the Purchased Assets under the
                              policies set forth in Section 6(W) of the
                              Disclosure Schedule or their substantial
                              equivalent;

                        (vi)  Seller will use all commercially reasonable
                              efforts to cooperate with Buyer and provide
                              reasonable access to Buyer to the Business and
                              operations of Seller in relation to the Business
                              during ordinary business hours and upon reasonable
                              advance notice to Leon Garfinkle from the
                              Effective Date to the earlier of the Closing Date
                              and the date of termination of this Agreement;

                        (vii) Seller shall not enter into any Material
                              settlement of any litigation or proceeding
                              relating to the Purchased Assets, the Business or
                              the Assumed Liabilities;

                       (viii) Seller will not incur any Material obligation or
                              liability in relation to the Business or enter
                              into any transaction Material to the Business,
                              other than in the ordinary course of business and


                                      -19-
<PAGE>

                              consistent with past practices;

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

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

                        (xi)  Seller will not discontinue the sales of any
                              services of the Business;

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

                       (xiii) Seller will not enter into any agreement or make
                              any commitment to do any of the foregoing;

                        (xiv) Seller will maintain the existing firewalls and
                              other protective mechanisms for any Equipment; or

                        (xv)  Seller shall deliver to Buyer within ten (10)
                              Business Days after the end of each month a copy
                              of the unaudited financial statements for such
                              month prepared in a manner and containing
                              information consistent with Seller's current
                              practices.

                  (C)   Accounts Receivable. Seller will not intentionally
                        alter, modify or accelerate its existing collection
                        level of Accounts Receivable.

                  (D)   Notification. Until the earlier of Closing and
                        termination of this Agreement, Seller shall promptly
                        notify Buyer in writing if it becomes aware of (a) any
                        fact or condition that, in Seller's reasonable
                        determination, causes or constitutes a breach of any of
                        Seller's representations and warranties made as of the
                        Effective Date or (b) the occurrence after the Effective
                        Date of any fact or condition, other than in the
                        ordinary course of the operation of the Business, that,
                        in Seller's reasonable determination, would or would
                        reasonably be expected to (except as expressly
                        contemplated by this Agreement) cause or constitute a
                        Material breach of any such representation or warranty
                        had that representation or warranty been made as of the
                        time of the occurrence of, or Seller's discovery of,
                        such fact or condition.

                  (E)   Exclusivity. Until the earlier of Closing and
                        termination of this Agreement, Seller will not, and will
                        not permit any of its officers, directors, employees or
                        agents ("Seller Representatives") to solicit,


                                      -20-
<PAGE>

                        initiate or encourage inquiries or proposals, or provide
                        any information or participate in any negotiations or
                        discussions leading to any proposal, concerning any
                        acquisition or purchase of all or any substantial
                        portion of the assets or stock of Seller, any merger or
                        consolidation of Seller or any of its subsidiaries with
                        any third party, which might reasonably be expected to
                        interfere with the completion of the Transaction;
                        provided, however, that nothing contained in this
                        Section 8(E) or any other provision of this Agreement
                        shall prevent the board of directors of Optimal Corp.
                        (the "Optimal Board") from taking action, including
                        accepting an offer, in response to an unsolicited
                        proposal or offer from any other Person, but only to the
                        extent the Optimal Board is advised in writing by
                        external legal counsel that such action is necessary in
                        order to properly discharge its fiduciary duties (a
                        "Fiduciary Transaction"). Seller agrees that it will
                        immediately notify NCR regarding any contact between
                        Seller, its subsidiaries, or their respective
                        Representatives and any other person or entity regarding
                        any such offer or proposal or any related inquiry.

                  (F)   Meeting of Seller Shareholders.

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

                        (ii)  The board of directors of Optimal Corp. shall
                              recommend approval of the Transaction by the
                              Seller Shareholders at the Shareholders' Meeting
                              or any adjournment thereof and shall include such
                              recommendation in the Proxy Statement, subject
                              only to the right of the board of directors of
                              Optimal Corp. to withdraw its recommendation if it
                              accepts an offer from any other Person and
                              otherwise complies with its obligations under the
                              Exclusivity Agreement.

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


                                      -21-
<PAGE>

                              sections of the Proxy Material relating
                              exclusively to the background to the Transaction
                              and the description of this Agreement and any
                              Ancillary Agreements.

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

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

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

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

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

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


                                      -22-
<PAGE>

                              Returns in such manner, it shall indemnify and
                              save harmless the other party in respect of any
                              resulting Taxes and legal and accounting expenses
                              paid or incurred by the other party.

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

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

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


                                      -23-
<PAGE>

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

                  (B)   Employee Matters.

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

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

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


                                      -24-
<PAGE>

                              service with Buyer for purposes of determining
                              eligibility to participate in such health and
                              welfare plans and programs, but shall not count
                              for vesting in retirement plans.

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

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

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

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

                  (C)   Payment of Liabilities. Seller shall pay or otherwise
                        satisfy in the ordinary course of business all Excluded
                        Liabilities and Buyer shall


                                      -25-
<PAGE>

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

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

                  (E)   Non-competition and Non-solicitation.

                        (i)   Non-competition. In order to induce Buyer to enter
                              into this Agreement, and for other good and
                              valuable consideration, the sufficiency of which
                              is hereby acknowledged, Seller agrees that for a
                              period of five (5) years following the Closing
                              Date, neither Seller nor its Affiliates shall,
                              anywhere in the world (the "Restricted Area"),
                              directly or indirectly, invest in, own, manage,
                              operate, finance, control, advise, aid or assist,
                              act as a broker for, render services to, be
                              employed by or guarantee the obligations of any
                              Person engaged in or planning to become engaged in
                              the Business; provided, however, that nothing in
                              this Agreement shall restrict Seller's right to,
                              directly or indirectly own an equity interest in
                              any Person engaged in the Business whose
                              securities are listed on a recognized stock
                              exchange, so long as the interest of Seller in
                              such Person does not exceed ten percent (10%) of
                              the outstanding securities of any class of such
                              Person. With respect to the covenants and
                              agreements set forth in this Section 9(E), Seller
                              agrees that it may be impossible to measure in
                              monetary terms the damages which will accrue to
                              Buyer by reason of an actual breach by it of such
                              covenants and agreements, that a violation of such
                              covenants and agreements will cause irreparable
                              injury to Buyer, and that Buyer shall be entitled,
                              in addition to any other rights and remedies it
                              may have, at Law or in equity, to apply to a court
                              of competent jurisdiction for an injunction to
                              restrain Seller from violating, or continuing to
                              violate, such covenants and agreements.


                                      -26-
<PAGE>

                              Nothing in this Section 9(E) shall be deemed to
                              limit Buyer's right to recover damages caused by
                              any actual breach by Seller. Seller acknowledges
                              and agrees that the current market for the
                              Business extends throughout the entire world, and
                              it is therefore reasonable to prohibit Seller from
                              competing with Buyer anywhere in the world
                              directly or indirectly, or invest in, engage
                              (either directly or indirectly, on its own behalf
                              or as a partner, member, owner, director, officer,
                              employee, agent, contractor, shareholder or
                              otherwise), in any enterprise competing directly
                              or indirectly with the Business.

                        (ii)  Non-solicitation. For a period of three (3) years
                              following the Closing Date, Seller and its
                              Affiliates shall not, directly or indirectly, on
                              its own behalf or that of another Person: hire,
                              retain or attempt to hire or retain any of the
                              Eligible Employees who become employees of Buyer,
                              provided, however, that the foregoing provision
                              will not prevent Seller from: (i) placing a bona
                              fide advertisement for employment not specifically
                              targeted at the Eligible Employees who become
                              employees of Buyer; or (ii) hiring any Eligible
                              Employee who becomes an employee of Buyer if such
                              employee has been terminated without any direct
                              inducement by Seller.

                        (iii) Individual Obligations. In consideration of the
                              Purchase Price under this Agreement, the
                              individuals listed in Section 9(E)(iii) of the
                              Disclosure Schedule shall have the respective
                              non-competition and non-solicitation obligations
                              set forth in their respective Key Person
                              Agreements and the officers of Optimal Corp.
                              listed in Section 9(E)(iii) of the Disclosure
                              Schedule shall have the non-competition and
                              non-solicitation obligations set forth in the
                              Officer Agreement.

                        (iv)  Modification of Covenant. If a final judgment of a
                              court or tribunal of competent jurisdiction
                              determines that any term or provision contained in
                              this Section 9(E) is invalid or unenforceable,
                              then the parties agree that the court or tribunal
                              will have the power to reduce the scope, duration
                              or geographic area of the term or provision, to
                              delete specific words or phrases or to replace any
                              invalid or unenforceable term or provision with a
                              term or provision that is valid and enforceable
                              and that comes closest to expressing the intention
                              of the invalid or unenforceable term or provision.
                              This Section 9(E) will be enforceable as so
                              modified after the expiration of the time within
                              which the judgment may be appealed. This Section
                              9(E) is reasonable and necessary to protect and
                              preserve Buyer's legitimate business interests in
                              the geographical locations in which the business
                              operates and the value of the Purchased Assets and
                              to prevent any unfair advantage conferred on
                              Seller. In the event that the provisions of this


                                      -27-
<PAGE>

                              Section 9(E)(iv) are invoked and a court or
                              tribunal finally determines that the geographical
                              scope of the Section 9(E)(iv) provisions are not
                              enforceable or are invalid, then the parties
                              mutually agree to select to reduce the
                              geographical scope restrictions contained in
                              Section 9(E)(i) to solely the United States of
                              America and Canada.

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

                  (G)   Change of Address. Within thirty (30) days after the
                        Closing Date, Seller shall change its principal place of
                        business from its current location to an alternate
                        location. Seller, its employees, and any of its
                        Affiliates shall vacate the Real Property premises, and
                        the Purchased Assets. Seller shall amend its Articles of
                        Continuation to reflect its new address and shall
                        promptly notify the Buyer of the same.

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

                  (I)   Product name. On or promptly following the Closing Date,
                        Seller shall: (i) take all actions necessary to
                        terminate its use of the product name "U-Scan", and (ii)
                        take all actions reasonably requested by Buyer to enable
                        Buyer to use this name. Seller shall not use any name
                        that is significantly similar to the product name being
                        purchase hereunder.

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

                  (K)   Notification. Each of Seller and Buyer agrees to
                        promptly notify the other party in the event such party
                        receives notice (whether verbal or


                                      -28-
<PAGE>

                        in writing) of any investigation, inquiry or proceeding
                        by any Governental Authority concerning the Transactions
                        contemplated by this Agreement.

      10.   Indemnification.

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

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

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

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

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

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

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


                                      -29-
<PAGE>

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

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

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

                        (ii)  be required to pay any Damages in excess of U.S.
                              Thirty Million Dollars (US$30,000,000) (the
                              "Cap").

                  (D)   Survival.

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


                                      -30-
<PAGE>

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

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

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

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

                  (G)   Defense of Third Party Claim. If any legal proceeding
                        shall be instituted or any claim or demand shall be
                        asserted by a third party against the Indemnified Party
                        (each a "Third Party Claim"), then the Indemnifying
                        Party shall have the right, after receipt of the
                        Indemnified Party's notice under Section 10(F) and upon
                        giving notice to the Indemnified Party within fourteen
                        (14) Business Days of such receipt, to defend (and to
                        control the defense of) the Third Party Claim, provided
                        the Indemnifying Party acknowledges in writing its
                        obligation to indemnify the Indemnified Party for such
                        Third Party Claim. The Indemnifying Party shall
                        thereafter keep each Indemnified Party reasonably
                        informed with respect to the status of such Claim.
                        Amounts payable by the Indemnifying Party


                                      -31-
<PAGE>

                        pursuant to a Third Party Claim shall be paid in
                        accordance with the terms of the settlement or the
                        judgement, as the case may be, but in any event prior to
                        the expiry of any delay for a judgement to become
                        executory.

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

                  (I)   Failure to Defend. If the Indemnifying Party fails
                        within fourteen (14) Business Days from receipt of the
                        notice of a Third


                                      -32-
<PAGE>

                        Party Claim to give notice of its intention to defend
                        the Third Party Claim in accordance with Section 10(G),
                        then the Indemnifying Party shall be deemed to have
                        waived its right to defend the Third Party Claim and the
                        Indemnified Party shall have the right (but not the
                        obligation) to undertake the defense of the Third Party
                        Claim and compromise and settle the Third Party Claim on
                        behalf, for the account and at the risk and expense of
                        the Indemnifying Party. In no event shall the
                        Indemnified Party settle such Third Party Claim unless
                        such settlement includes as an unconditional term
                        thereof the giving by the claimant or plaintiff of a
                        full and complete unconditional release of all
                        Indemnifying Parties from any and all liability with
                        respect to such Third Party Claim and does not require
                        any Indemnifying Party to take or refrain from taking
                        any action and does not involve any restrictive or other
                        covenants or any other injunctive relief.

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

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

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

                  (A)   All representations and warranties by Seller in this
                        Agreement qualified by "Material" or "Material Adverse
                        Effect" shall be true and correct on and as if made as
                        of the Closing Date and all


                                      -33-
<PAGE>

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

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

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

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

                  (E)   Seller shall have delivered the "U-Scan" software source
                        code in a machine readable format, including
                        architectural maps;

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

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

                  (H)   Buyer shall have entered or shall enter on the Closing
                        Date, into the Key Person Agreements with each of the
                        Key Employees, for a term of not less than two (2) years
                        of employment on terms and conditions otherwise
                        comparable to their current employment agreements with
                        Seller (collectively the "Key Person Agreements");


                                      -34-
<PAGE>

                  (I)   Buyer shall have entered or shall enter on the Closing
                        Date, into Officer Agreements with each of the officers
                        of Optimal Corp. listed in Section 11(I) of the
                        Disclosure Schedule;

                  (J)   Seller shall have provided assistance as requested by
                        Buyer in obtaining appropriate amendments to any third
                        party agreements that Buyer reasonably believes
                        appropriate;

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

                  (L)   There shall not be pending against Buyer, Seller or
                        their respective Affiliates, an investigation or
                        proceeding by the Canadian Commissioner of Competition,
                        the U.S. Department of Justice, the U.S. Federal Trade
                        Commission, any State Attorney General, or similar
                        government body in any other country with authority to
                        enforce anti-trust or competition laws (collectively,
                        "Anti-Trust Authorities") alleging that the Transaction
                        violates the Competition Act (Canada) or the anti-trust
                        laws of the United States or anti-trust or competition
                        Laws in any other country; nor shall any Anti-Trust
                        Authority have notified Buyer, or any of its Affiliates,
                        or Seller that any such investigation or proceeding
                        will, or could reasonably expected to be, commenced;
                        provided, however, that in the event that any Anti-Trust
                        Authority commences an investigation or proceeding,
                        Buyer shall use all commercially reasonable efforts to
                        address the Anti-Trust Auhorities' allegations or
                        concerns with Seller providing information and
                        assistance reasonably necessary to address the
                        Anti-Trust Authorities' allegations or concerns; and

                  (M)   All required consents of Governmental authorities listed
                        in Section 7(F) of Buyer's Disclosure Schedule shall
                        have been obtained.

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

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

                  (B)   All covenants of Buyer qualified by "Material" or
                        "Material Adverse


                                      -35-
<PAGE>

                        Efsfect" shall have been performed, satisfied and
                        complied with on or before the Closing Date and all
                        covenants, agreements and conditions required by this
                        Agreement to be performed or complied with but not so
                        qualified have been Materially performed, satisfied or
                        complied with by it on or before the Closing Date;

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

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

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

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

13.   Closing.

                  (A)   The closing of the transactions contemplated in this
                        Agreement (the "Closing") shall take place on or before
                        April 30, 2004 (the "Closing Date") at the offices of
                        Osler, Hoskin & Harcourt LLP, in Montreal, Quebec;
                        provided that all of the conditions precedent in Section
                        11 and 12 have been satisified or waived. If any of the
                        parties determines prior to the Closing Date that any of
                        the conditions set forth in Sections 11 or 12 have not
                        been met, such party shall notify the other in writing
                        at the address set forth in Section 17 below prior to
                        the Closing Date.

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

                        (i)   The Bill of Sale, duly executed by Seller;

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

                        (iii) Such other deeds, bills of sale, leases,
                              assignments and other instruments of sale, in form
                              and substance reasonably satisfactory to Buyer's
                              counsel, as shall be required to vest in Buyer
                              good title


                                      -36-
<PAGE>

                              to the Purchased Assets, free and clear of all
                              Encumbrances other than Permitted Encumbrances;

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

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

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

                        (vii) A Certificate of Good Standing for each Seller
                              issued not earlier than thirty (30) days prior to
                              the Closing Date;

                       (viii) An opinion of Osler, Hoskin & Harcourt LLP,
                              counsel to Seller, substantially in the form
                              attached hereto as Exhibit J, and an opinion of
                              U.S. counsel to Seller as to the enforceability of
                              this Agreement and the Ancillary Agreements to
                              which it is a party, in form and content
                              reasonably acceptable to Buyer;

                        (ix)  A counterpart of each of the Key Person
                              Agreements, duly executed by each Key Person;

                        (x)   A counterpart of each of the Officer Agreements,
                              duly executed by each officer of Seller listed in
                              Section 9(E)(iii)

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

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

                       (xiii) Any related documents that may reasonably be
                              requested by either party as necessary to fully
                              consummate the transactions contemplated by this
                              Agreement.


                                      -37-
<PAGE>

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

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

                        (ii)  The Purchase Price;

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

                        (iv)  Resolutions of the Board of Directors of NCR, NCR
                              Canada and NCR U.K. approving this Agreement and
                              the transactions contemplated by this Agreement,
                              certified by a duly authorized officer;

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

                        (vi)  A counterpart to each of the Key Person
                              Agreements, duly executed by Buyer;

                        (vii) A counterpart to each of the Officer Agreements,
                              duly executed by Buyer;

                       (viii) Any related documents that may reasonably
                              requested by either party necessary to fully
                              consummate the transactions contemplated by this
                              Agreement.

      14.   Termination.

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

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

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


                                      -38-
<PAGE>

                              (1)   the Transaction has not been consummated by
                                    April 30, 2004, unless such date shall have
                                    been extended by the mutual written consent
                                    of Seller and Buyer; provided, however, that
                                    this right to terminate shall not be
                                    available to any party whose failure to
                                    fulfill in any Material respect any covenant
                                    or obligation under this Agreement has been
                                    the cause of, or results in, the failure of
                                    the Closing to occur on or before April 30,
                                    2004; or

                              (2)   any court of competent jurisdiction in (i)
                                    the United States or other United States
                                    federal or state governmental entity, or
                                    (ii) Canada, or (iii) any other country
                                    shall have issued an order, decree or
                                    ruling, or taken any other action,
                                    restraining, enjoining or otherwise
                                    prohibiting the transactions contemplated by
                                    this Agreement.

                        (iii) by Seller if:

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

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

                              (3)   any condition to Closing set forth in
                                    Section 12 shall not have been fulfilled or
                                    waived by Seller by April 30, 2004; or

                              (4)   the Optimal Board, in accordance with
                                    Section 8(E), accepts an offer from any
                                    other Person to complete a Fiduciary
                                    Transaction.

                        (iv)  by Buyer if:

                              (1)   there shall have been a Material breach of
                                    any


                                      -39-
<PAGE>

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

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

                              (3)   any condition to Closing set forth in
                                    Section 11 shall not have been fulfilled or
                                    waived by Buyer by April 30, 2004.

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

                  (C)   Break Fee. If Seller terminates this Agreement pursuant
                        to Section 14(A)(iii)(4) in respect of an accepted offer
                        to complete a Fiduciary Transaction, then, immediately
                        upon the closing of such Fiduciary Transaction, Seller
                        will pay to NCR the sum of U.S. Three Million Dollars
                        (US$3,000,000) (the "Break Fee"), which Break Fee will
                        serve as the exclusive remedy to Buyer for such
                        acceptance, and Buyer will not be entitled to any other
                        rights or remedies provided at Law or in equity. If
                        Seller shall breach Section 8(E) and within six months
                        after the date of such breach Seller signs a letter of
                        intent or other agreement relating to the acquisition of
                        all or any substantial portion of the assets of the
                        Business, whether directly or indirectly, through
                        purchase, merger, consolidation, or otherwise (other
                        than sales of inventory or immaterial portions of
                        Seller's assets in the ordinary course of the operation
                        of the Business) and such transaction is ultimately
                        consummated, then, immediately upon the closing of such
                        transaction, Seller will pay to NCR the Break Fee;
                        provided, however, that the Break Fee will not serve as
                        the exclusive remedy to Buyer hereunder in the event of
                        a breach by Seller of Section 8(E), and Buyer will be
                        entitled to any other rights or


                                      -40-
<PAGE>

                        remedies provided at Law or in equity. Notwithstanding
                        the foregoing, in the event the amount of the Break Fee
                        is determined to be unenforceable under applicable law,
                        the Break Fee will be automatically reduced to the
                        highest amount enforceable under applicable law.

      15.   Confidentiality.

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


                                      -41-
<PAGE>

                        whole or in part, upon any information included in the
                        foregoing.

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

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

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

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


                                      -42-
<PAGE>

                        agreement or any legal, fiduciary or other obligation
                        restricting disclosure.

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

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

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

      16.   Dispute Resolution.

                  (A)   Injunction. Each of the parties hereto acknowledges and
                        agrees that a party may be irreparably damaged if an
                        Intellectual Property, non-compete or non-solicitation
                        provision of this Agreement is not performed in
                        accordance with their specific terms and that such


                                      -43-
<PAGE>

                        breach of this Agreement by the other party could not be
                        adequately compensated in all cases by monetary damages
                        alone. Accordingly, in addition to any other right or
                        remedy to which any party may be entitled, at law or in
                        equity, any of the parties hereto shall be entitled to
                        seek to enforce such provision of this Agreement by a
                        decree of specific performance and to temporary,
                        preliminary and permanent injunctive relief to prevent
                        any breach or threatened breach of any of the provisions
                        of this Agreement, without posting any bond or other
                        undertaking and without regard to the provisions of
                        Section 16(B).

                  (B)   Arbitration.

                        (i)   In the event that there is a dispute arising out
                              of or relating to this Agreement, the
                              relationships created by it or the transactions
                              occurring under it, the parties hereto shall
                              attempt in good faith to resolve such disputes
                              promptly by negotiation. Any party may give the
                              other parties written notice that a dispute exists
                              (a "Notice of Dispute"). The Notice of Dispute
                              shall include a brief statement of such party's
                              position or claim. Within ten (10) calendar days
                              of the delivery of the Notice of Dispute, the
                              parties shall meet at a mutually acceptable time
                              and place, and thereafter as long as they mutually
                              agree in order to attempt to resolve the dispute.
                              Subject to and without limiting the provisions of
                              subSection (v) of this Section 16(B), key
                              documents and other information or data on which
                              each party relies in demonstrating its position or
                              claim concerning the dispute shall upon reasonable
                              request of the other party be furnished or made
                              available on reasonable terms to the other party
                              at or before the first meeting of the Parties as
                              provided by this subsection. Notwithstanding the
                              foregoing, if the dispute has not been resolved
                              for whatever reason within thirty (30) calendar
                              days of the delivery of a Notice of Dispute, or if
                              the parties have failed to meet for whatever
                              reason within ten (10) calendar days of the Notice
                              of Dispute, then any controversy or claim arising
                              out of or relating to this Agreement, other than a
                              Special Claim, shall be resolved by arbitration in
                              accordance with the provisions of this Section
                              16(B). The arbitration shall commence as soon as
                              practicable but in any event within thirty (30)
                              calendar days from the expiration of the thirty
                              (30) day period contemplated above unless the
                              parties otherwise agree.

                        (ii)  Forum and Jurisdiction. The forum for and the
                              place of the arbitration shall be New York, New
                              York.

                        (iii) Governing Law. This Agreement shall be governed
                              and construed according to the laws of New York,
                              excluding conflict of laws principles, provided
                              that any dispute relating to the validity or
                              effect of this arbitration clause, or to any
                              arbitration arising hereunder, shall be governed
                              by the Federal Arbitration Act.


                                      -44-
<PAGE>

                        (iv)  Administration. The arbitration shall be
                              administered by the American Arbitration
                              Association ("AAA"), pursuant to its then-current
                              International Rules of the AAA (the "AAA Rules"),
                              as modified by any other provisions that the
                              parties may jointly agree upon in writing (it
                              being understood that the parties shall be under
                              no obligation to so agree). Although not bound by
                              the formal rules of evidence, the Sole Arbitrator
                              (as defined below) shall be guided by the
                              principles set forth in the 1999 IBA Rules on the
                              Taking of Evidence in International Commercial
                              Arbitration. The parties exclude any right of
                              appeal of the decision of the arbitral tribunal to
                              any court on the merits of the dispute. Judgment
                              on the arbitration award may be entered in any
                              court having jurisdiction over the award or any of
                              the parties or their assets. There shall be a
                              single arbitrator, mutually selected by the
                              parties (the "Sole Arbitrator"). In the event that
                              the parties cannot mutually select the Sole
                              Arbitrator within (45) calendar days of the date
                              of delivery of Notice of Dispute then the AAA
                              shall appoint the Sole Arbitrator. The Sole
                              Arbitrator shall be a licensed attorney with at
                              least fifteen (15) years of experience in
                              corporate law matters. If either party brings a
                              claim in a competent court that is required by
                              this Section 16 to be brought in arbitration, and
                              the party successfully moves for an order
                              compelling arbitration, the non-prevailing party
                              shall be obligated to pay the prevailing party's
                              costs and reasonable attorney fees associated
                              therewith. Any demand for arbitration shall
                              include detail sufficient to establish the nature
                              of the dispute (including the claims asserted and
                              the material issues with respect thereto) and
                              shall be served upon the other party.

                        (v)   Discovery. In the case of arbitration, discovery
                              from the other party shall be limited to requests
                              for production of documents and to five (5)
                              depositions, and no additional formal discovery
                              from the other party (e.g., interrogatories or
                              requests for admissions) shall be permitted except
                              by mutual consent or as approved by the Sole
                              Arbitrator for good cause shown. If disputes are
                              properly brought before the Courts in accordance
                              with this Agreement, discovery shall be as
                              permitted under the governing law.

                        (vi)  Expenses. Each party shall bear its own costs of
                              arbitration or litigation hereunder, provided,
                              however, that the fees and expenses of the Sole
                              Arbitrator shall be shared equally between the
                              parties.

                        (vii) Remedies; Award. The Sole Arbitrator shall have no
                              authority to award treble, exemplary,
                              consequential or punitive damages of any type, or
                              other damages elsewhere excluded in this
                              Agreement, under any circumstances. In making an
                              award the Sole Arbitrator shall be bound by all
                              dollar and other limitations set forth in this
                              Agreement.


                                      -45-
<PAGE>

                       (viii) Confidentiality. The arbitral proceedings and any
                              rulings or award shall be kept confidential by the
                              parties and members of the arbitral tribunal
                              except: (a) as necessary for enforcement or
                              recognition of the award; (b) with the consent of
                              all parties; (c) as required by Law; or (d) as
                              necessary to protect legitimate interests of a
                              party or arbitrator.

                  (C)   Special Actions.

                        (i)   Jurisdiction. With respect to actions, suits or
                              proceedings seeking specific performance of an
                              Intellectual Property, non-compete or
                              non-solicitation provision of this Agreement or
                              injunctive relief contemplated by Section 16(A) (a
                              "Special Action"), each party to this Agreement,
                              by its execution hereof, (a) hereby irrevocably
                              submits to the exclusive jurisdiction of the state
                              courts of the State of New York or the United
                              States District Court located in the Southern
                              District of the State of New York (the "Courts")
                              for the purpose of any Special Action between the
                              parties arising in whole or in part under or in
                              connection with this Agreement, (b) hereby waives
                              to the extent not prohibited by applicable law,
                              and agrees not to assert, by way of motion, as a
                              defense or otherwise, in any Special Action, any
                              claim that it is not subject personally to the
                              jurisdiction of the Courts, that its property is
                              exempt or immune from attachment or execution,
                              that any Special Action brought in one of the
                              Courts should be dismissed on grounds of forum non
                              conveniens, should be transferred or removed to
                              any court other than one of the Courts, or should
                              be stayed by reason of the pendency of some other
                              proceeding in any other court other than one of
                              the Courts, or that this Agreement or the subject
                              matter hereof may not be enforced in or by such
                              Court and (c) hereby agrees not to commence any
                              such Special Action other than before one of the
                              Courts. Each party agrees that for any Special
                              Action between the parties arising in whole or in
                              part under or in connection with this Agreement,
                              such party bring a Special Action only in the
                              Borough of Manhattan.

                        (ii)  Venue. Each party further waives any claim and
                              will not assert that venue for such Special Action
                              should properly lie in any other location within
                              the selected jurisdiction.

                        (iii) Service of Process. Each party hereby (a) consents
                              to service of process in any Special Action
                              between the parties arising in whole or in part
                              under or in connection with this Agreement in any
                              manner permitted by New York law, (b) agrees that
                              service of process made in accordance with clause
                              (a) or made by registered or certified mail,
                              return receipt requested, at its address specified
                              pursuant to Section 17, will constitute good and
                              valid service of process in any such Special
                              Action and (c) waives and agrees not to assert (by
                              way of motion, as a defense, or otherwise) in any
                              such


                                      -46-
<PAGE>

                              Special Action any claim that service of process
                              made in accordance with clause (a) or (b) does not
                              constitute good and valid service of process.

                  THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
            PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF
            THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER
            ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE
            PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION WITH
            ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND
            BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL
            BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO
            THIS AGREEMENT OR THE TRANSACTION SHALL INSTEAD BE TRIED IN A COURT
            OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY

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

<TABLE>
<S>                                                            <C>
            If to Buyer:                                       With a copy to (which such copy shall not
                                                               constitute notice:

                                                                  NCR CORPORATION
            NCR CORPORATION                                       2651 Satellite Boulevard
            1700 S. Patterson Blvd.                               Duluth, Georgia 30096
            Dayton, Ohio  45479-0001
                                                                  Attn:  Law Vice-President and Chief
            Attn:  General Counsel Notice                         Counsel, Retails Solutions Division
                   Fax No.: (937) 445-7214                        Fax No.:  (404) 479-1158


            If to Seller:                                      With a copy to (which such copy shall not
                                                               constitute notice):

            Optimal Robotics Corp.                                Osler, Hoskin & Harcourt LLP
            c/o Osler, Hoskin & Harcourt LLP                      1000 de La Gauchetiere Street West,
            1000 de La Gauchetiere Street West,                   Suite 2100
            Suite 2100                                            Montreal, Quebec, Canada H3B 4W5
            Montreal, Quebec, Canada H3B 4W5

            Attn:  Warren M. Katz                                 Attn :     Warren M. Katz
                   Fax No.: (514) 904-8198                        Fax No.:  (514) 904-8101
</TABLE>


                                      -47-
<PAGE>

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

      18.   Assignment of Rights.

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

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

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

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

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

      19.   Preservation of Records. Each of Buyer and Seller agrees to retain
            possession of, and cause its respective Affiliates to retain the
            possession of, all records, and information (i) relating to the
            Business in existence on the Closing Date and (ii)


                                      -48-
<PAGE>

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

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

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

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

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

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


                                      -49-
<PAGE>

            hereto intends that such provision will be construed by modifying or
            limiting it so as to be valid and enforceable to the maximum extent
            compatible with, and possible under, applicable Law.

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

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

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

      28.   Entire Agreement; Amendment. This Agreement, together with the
            Disclosure Schedule, the Buyer's Disclosure Schedule and other
            Schedules and Exhibits attached hereto, supersedes all other
            agreements and understandings between the parties, either oral or
            written, constitutes the entire agreement of the parties with
            respect to the subject matter hereof, and may be amended only by an
            instrument in writing executed by all of the parties hereto.

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

      30.   Expenses. Except as provided in Section 8(D), each of the parties
            shall pay its expenses and costs incurred or to be incurred by it in
            negotiating, closing, and carrying out this Agreement, including,
            without limitation, all legal and accounting fees.

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

                  (A)   "AAA" has the meaning ascribed thereto in Section 16.

                  (B)   "AAA Rules" has the meaning ascribed thereto in Section
                        16.

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

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

                  (E)   "Ancillary Agreements" means the Assignment and
                        Assumption Agreement, the Bill of Sale, the Key Person
                        Agreements and the


                                      -50-
<PAGE>

                        Officer Agreements.

                  (F)   "Anti-Trust Authorities" has the meaning ascribed
                        thereto in Section 11(L).

                  (G)   "Arbitrator" has the meaning ascribed thereto in Section
                        16.

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

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

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

                  (K)   "Bill of Sale" means a bill of sale relating to the
                        transfer of the Purchased Assets, in form and substance
                        satisfactory to the parties, acting reasonably,

                  (L)   "Break Fee" has the meaning ascribed thereto in Section
                        14(C).

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

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

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

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

                  (Q)   "Closing" means the delivery, by Seller to Buyer of the
                        Purchased Assets, the execution of the Assignment and
                        Assumption Agreement and the payment by Buyer to Seller
                        of the Purchase Price.

                  (R)   "Closing Balance Sheet" has the meaning ascribed thereto
                        in Section 5(A)

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

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

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

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


                                      -51-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (KK)  "Exclusivity Agreement" has the meaning ascribed thereto
                        in Section 8(E).

                  (LL)  "Employee Benefit Plans" has the meaning ascribed
                        thereto in Section 6(W).

                  (MM)  "Fiduciary Transaction" has the meaning ascribed thereto
                        in Section 8(E).

                  (NN)  "Governmental Authority" means any federal, state, local
                        or foreign government or governmental regulatory body
                        and any of


                                      -52-
<PAGE>

                        their respective subdivisions, agencies,
                        instrumentalities, authorities, courts or tribunals.

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

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

                  (QQ)  "Intellectual Property" means all:

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

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

                        (iii) trade-marks, service marks, brands designs, trade
                              names whether registered or not, applications to
                              register and registrations of the same, and the
                              entire goodwill of the business of Seller
                              connected with and symbolized by such rights
                              ("Trade-marks");

                        (iv)  copyrights and registrations and applications
                              therefor in each work or authorship and derivative
                              work thereof, whether published un unpublished
                              ("Copyright");

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

                        (vi)  computer software, hardware and databases,
                              including source code and object code for Seller's
                              U-Scan product and documentation corresponding
                              thereto and any software and source code necessary
                              to support the U-Scan and all firmware,
                              development tools, compilers' notes, enhancements,
                              version releases and updates thereto; and
                              improvements to any of the foregoing; and
                              technology used in the Business and not embodied
                              in any of the foregoing ("Technology"); and


                                      -53-
<PAGE>

                        (vii) but excluding the Excluded Intellectual Property.

                  (RR)  "Inventory" has the meaning ascribed thereto in Section
                        1(D).

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

                  (TT)  "Key Employees" means the individuals listed in Section
                        31(TT) of the Disclosure Schedule.

                  (UU)  "Key Person Agreements" has the meaning ascribed thereto
                        in Section 11(H).

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

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

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

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

                  (ZZ)  "Notice of Dispute" has the meaning ascribed thereto in
                        Section 16.

                  (AAA) "Officer Agreement" means an agreement in the form
                        annexed hereto as Exhibit 31(AAA).

                  (BBB) "Optimal Board" has the meaning ascribed thereto in
                        Section 8(E).

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

                  (DDD) "Permitted Encumbrances" means:

                        (i)   encumbrances of mechanics, labourers, workmen,
                              builders, contractors, suppliers of material or
                              architects or other similar encumbrances
                              incidental to construction, maintenance or repair
                              operations which have either been registered or
                              filed pursuant to Laws against the Business or not
                              yet registered or filed and which, in any such
                              case, relate to obligations not due and payable as
                              at the


                                      -54-
<PAGE>

                              Closing Date;

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

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

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

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

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

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

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

                  (FFF) "Proxy Material" has the meaning ascribed thereto in
                        Section 8(F)(iii)

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

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

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

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


                                      -55-
<PAGE>

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

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

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

                  (NNN) "Sellers Representatives" has the meaning ascribed
                        thereto in Section 8(E).

                  (OOO) "Seller Shareholders" has the meaning ascribed thereto
                        in Section 8(F).

                  (PPP) "Shareholders' Meeting" has the meaning ascribed thereto
                        in Section 8(F).

                  (QQQ) "Special Action" has the meaning ascribed thereto in
                        Section 16;

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

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

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

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

                  (VVV) "Third Party Claim" has the meaning ascribed thereto in


                                      -56-
<PAGE>

                        Section 10(G).

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

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

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

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

                 (AAAA) "U-Scan Software" has the meaning ascribed thereto in
                        Section 6(I)(ii).

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

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

NCR CORPORATION                               OPTIMAL ROBOTICS CORP.

By:    /s/ Lee Schram                         By:   /s/ Neil S. Wechsler
       --------------------------                   ----------------------------
       (Signature)                                  (Signature)

Name:  Lee Schram                             Name:  Neil S. Wechsler
       --------------------------                    ---------------------------
       (Please print)                                (Please print)

Title: SVP - RSD                              Title: Co-Chairman and CEO
       --------------------------                    ---------------------------


NCR LIMITED (UK)                              OPTIMAL ROBOTICS INC.

By:    /s/ Yogendra Patel                     By:    /s/ Henry M. Karp
       --------------------------                    ---------------------------
       (Signature)                                   (Signature)

Name:  Yogendra Patel                         Name:  Henry M. Karp
       --------------------------                    ---------------------------
       (Please print)                                (Please print)

Title:  Director                              Title: President
       --------------------------                    ---------------------------


                                      -57-
<PAGE>

NCR CANADA LTD.                               OPTIMAL ROBOTICS PLC.

By:    /s/ Nelson F. Greene                   By:    /s/ Holden L. Ostrin
       --------------------------                    ---------------------------
       (Signature)                                   (Signature)

Name:  Nelson F. Greene                       Name:  Holden L. Ostrin
       --------------------------                    ---------------------------
       (Please print)                                (Please print)

Title: Assistant Secretary                    Title:  Chairman
       --------------------------                    ---------------------------


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