Exhibit 10.19

                               SCAN-OPTICS, INC.
               2002 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN


1. Purposes.

         The purposes of this Stock Option Plan (the "Plan") are (a) to secure
for Scan-Optics, Inc. (the "Company") and its stockholders the benefits arising
from stock ownership by officers and other key employees of the Company, and any
parent or subsidiary of the Company, who will be responsible for its future
growth and continued success, and (b) to enable the Company to attract and
retain the services of key employees by providing them with an opportunity to
become owners of Scan-Optics, Inc. Common Stock under the terms and conditions
and in the manner contemplated by this Plan.

2.       Administration.

         The Plan shall be administered by the Stock Options and Executive
Compensation Committee of the Board of Directors (the "Committee"), consisting
of not less than two Directors appointed by the Board of Directors. Members of
the Board of Directors may only serve on the Committee if they are non-employees
for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, and "outside directors" as defined in Treasury Regulations
ss.1.162-27(e)(3). Any action of the Committee with respect to the
administration of the Plan shall be taken by majority vote.

         Subject to the express provisions of the Plan, the Committee shall have
authority to (i) construe and interpret the Plan, (ii) prescribe, amend and
rescind rules and regulations relating to the Plan, (iii) determine the
individuals to whom and the time or times at which options shall be granted, the
number of shares to be subject to each option, the option price, and the
duration of each option, and (iv) make all other determinations necessary or
advisable for the administration of the Plan. All determinations and
interpretations made by the Committee shall be binding and conclusive on all
participants in the Plan and on their legal representatives and beneficiaries.

3. Maximum Number of Shares Subject to Plan.

         Subject to adjustment as provided in Section 14 hereof, the shares of
stock to be offered under the Plan may be authorized but unissued shares of the
Company's Common Stock, $.02 par value, or issued shares which have been
reacquired. The aggregate amount of Common Stock to be delivered upon exercise
of all options granted under the Plan shall not exceed 500,000 shares. If any
option granted hereunder shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares subject thereto shall again be
available for the purpose of this Plan.

4. Incentive and Non-Qualified Options.

         Options granted under the Plan may be either incentive stock options
("Incentive Options") intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or non-qualified stock
options ("Non-Qualified Options").

5. Eligibility and Participation.

         Officers and other key employees of the Company or of any parent or
subsidiary of the Company, whether or not directors of the Company, shall be
eligible to participate in the Plan. Directors who are not also employees are
not eligible to participate in the Plan. An individual who has been granted an
option may, if he is otherwise eligible, be granted additional options. Nothing
in the Plan shall be deemed to give any employee any right to participate in
this Plan or to receive an option hereunder.

         An optionee may be granted and hold more than one option, but the
aggregate fair market value (determined at the time the option is granted
pursuant to Section 6 below) of the Common Stock for which any optionee may be
granted Incentive Options which are exercisable for the first time in any one
calendar year (under all incentive stock option plans of the Company and any
parent or subsidiary of the Company) shall not exceed $100,000. There shall be
no limit on the aggregate fair market value (as so determined) of the Common
Stock for which any optionee may be granted Non-Qualified Options.
Notwithstanding the foregoing, the aggregate amount of Common Stock subject to
options granted to a single employee in any calendar year shall not exceed
100,000 shares.

6. Purchase Price.

         The purchase price of Common Stock covered by each option shall be
determined by the Committee, but the purchase price of Incentive Options shall
not be less than 100% of the fair market value of the Common Stock at the date
such Incentive Option is granted and the purchase price of Non-Qualified Options
shall not be less than 100% of the fair market value of the Common Stock at the
date such Non-Qualified Option is granted; provided, however, that the Committee
may set the purchase price of Non-Qualified Options granted to employees who are
not "covered employees" (as defined in Section 162(m) of the Code) at an amount





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less than 100% of such market value, but not less than 100% of such market
value, if the Committee expressly determines to grant the discount from 100% of
such fair market value in lieu of a reasonable amount of salary or cash bonus
which would otherwise be paid to the employee granted such Non-Qualified
Options. The fair market value of the Common Stock shall be determined pursuant
to procedures adopted by the Committee. Anything herein to the contrary
notwithstanding, no Incentive Option shall be granted to an employee if, at the
time the Incentive Option is granted, such employee owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company, or a parent or subsidiary of the Company, unless the Incentive Option
price is at least 110% of the fair market value of the Common Stock subject to
the Incentive Option at the time the Incentive Option is granted and the
Incentive Option is not exercisable after the expiration of five (5) years from
the date the Incentive Option is granted.

7. Duration and Time of Exercise of Options.

         Each option and all rights thereunder shall expire on such date as the
Committee may determine, but in no event later than ten (10) years from the date
on which the option is granted, and shall be subject to earlier termination as
provided herein.

         Each optionee must remain within the continuous employ of the Company,
or a parent or subsidiary of the Company, for one year from the date of the
grant of an option before the right to exercise any part of such option shall
accrue. Thereafter, each option shall be exercisable in such installments during
the period prior to its expiration date as the Committee shall determine, or
may, if so determined by the Committee, be exercisable either in whole or in
part at any time prior to its expiration date. If the option is made exercisable
in installments and the optionee shall not in any given installment period
purchase all of the shares which the optionee is entitled to purchase in such
installment period, then the optionee shall have the right cumulatively
thereafter to purchase any shares not so purchased and such right shall continue
until the expiration date or sooner termination of such option.

         In the event of (a) a reorganization, merger or consolidation of the
Company in which the Company is not the surviving corporation, (b) the
dissolution or liquidation of the Company, or (c) a sale or lease of fifty
percent (50%) or more, computed on the basis of book value, of the Company's
consolidated assets, the time at which all options then outstanding may be
exercised shall be accelerated and all such options shall become exercisable in
full on or before a date fixed by the Committee prior to the effective time of
such reorganization, merger, consolidation, dissolution, liquidation, sale or
lease, and upon such effective time any unexercised options shall expire.

         The Committee may, at any time, in its absolute discretion, accelerate
the time at which an outstanding option can be exercised, in whole or in part,
provided, however, that no such acceleration of the time for exercise shall be
made if such acceleration would result in a modification of an Incentive Option
(within the meaning of section 424 of the Code), or cause such Incentive Option
to fail to continue to qualify as an incentive stock option under Section 422 of
the Code. Notwithstanding the provisions of this Section 7, the time at which an
outstanding option may be exercised may not be accelerated to a date which is
less than six months after the date of grant of such option, except in the case
of death or disability.

8.       Replacement and Substitute Options

         The Committee may grant to optionees, in exchange for the surrender and
cancellation of their outstanding options, new options having option prices
lower than the option price of the options so surrendered and canceled (the
"Replacement Options") and containing such other terms and conditions as the
Committee may deem appropriate, but only if: (i) the Committee determines that
it needs to grant Replacement Options to retain key employees, to provide
necessary incentives to key employees or to further some other important
corporate purpose; (ii) Replacement Options are rarely granted and only where
extreme circumstances beyond management's control have substantially diminished
the value of the outstanding options to be exchanged for Replacement Options;
and (iii) the number of shares of Common Stock to be delivered upon exercise of
the Replacement Options does not exceed ten percent (10%) of the number of
shares of Common Stock to be delivered upon exercise of all options authorized
to be granted under the Plan. Notwithstanding the preceding sentence, if, at a
time when no additional shares of Common Stock are authorized to be delivered
upon exercise of options granted under the Plan, the Committee determines that
it needs to grant Replacement Options to employees who are not executive
officers before the next stockholders' meeting, it may grant additional
Replacement Options for a number of shares of Common Stock not exceeding ten
percent (10%) of the number of shares of Common Stock to be delivered upon
exercise of all options authorized to be granted under the Plan if such grant of
additional Replacement Options is made contingent upon the stockholders'
authorization for such additional Replacement Options being obtained at the next



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stockholders' meeting. Options may be granted under the Plan in substitution for
stock options held by persons who become or are to become salaried employees of
the Company or any parent or subsidiary of the Company in any transaction to
which Section 424(a) of the Code applies.

9.       Exercise of Options

         Options shall be exercised by the delivery of written notice to the
officer of the Company designated by the Committee setting forth the number of
shares with respect to which the option is to be exercised, and specifying the
address to which the certificates for such shares are to be mailed. The option
price shall be paid in full at the time of exercise in cash by United States
currency, certified check or money order or by tendering to the Company (i)
shares of Common Stock having a fair market value on the date of exercise equal
to the option price (including shares that would otherwise be issued pursuant to
such exercise), or (ii) a combination of cash and such Common Stock valued at
such fair market value.

         As promptly as practicable after receipt of such written notification
of the exercise of an option and payment, the Company shall deliver to the
optionee certificates for the number of shares with respect to which such option
has been so exercised, issued in the optionee's name.

10. Non-Transferability of Options.

         An Incentive Option and, unless otherwise determined by the Committee,
a Non-Qualified Option granted under the Plan shall, by its terms, be
non-transferable by the optionee, either voluntarily or by operation of law,
otherwise than by will or the laws of decent and distribution, and shall be
exercisable during the optionee's lifetime only by the optionee, regardless of
any community property interest therein of the spouse of the optionee, or such
spouse's successors in interest.

11. Continuance of Employment.

         Each person to who an option is granted under the Plan must agree in
writing as a condition to the granting of the option to remain in the employ of
the Company or any parent or subsidiary of the Company following the date of the
granting of the option for a period of one year. Nothing contained in the Plan
or in any option granted under the Plan shall confer upon any optionee any right
with respect to the continuation of employment by the Company or any parent or
subsidiary of the Company, or interfere in any way with the right of the Company
or any parent or subsidiary of the Company (subject to the terms of any separate
employment agreement to the contrary) at any time to terminate such employment
or to increase or decrease the compensation of the optionee from the rate in
existence at the time of granting of an option.

12. Termination of Employment, Disability or Death of Optionee.

         Except as may be otherwise expressly provided herein, options shall
terminate, unless exercised, three (3) months after the date of the severance of
the employment relationship between the optionee and the Company, or a parent or
subsidiary of the Company; provided, however, that all options held by an
optionee shall terminate immediately upon receipt by an optionee of the notice
of termination if the optionee is terminated for deliberate, willful or gross
misconduct as determined by the Company. Absence on leave approved by the
Committee shall not be considered the severance of employment.

         If, before the date of expiration of the option, the optionee shall
retire from the employ of the Company, or a parent or subsidiary of the Company,
for reasons of age pursuant to a pension or retirement plan of the Company, or a
parent or subsidiary of the Company, or for reasons of disability as defined in
Section 22(e)(3) of the Code, the option shall terminate on the earlier of such
date of expiration or one year after the date of such retirement. In the event
of such retirement, the optionee shall have the right prior to the termination
of such option to exercise the option to the extent to which the optionee was
entitled to exercise such option immediately prior to such retirement. If the
retired optionee shall die before the termination of the option, the optionee's
executors, administrators or any person or persons to whom the option may be
transferred by will or by the laws of descent and distribution shall have the
right, at any time within the earlier of the date of expiration of the option or
the one-year period beginning on the date of the optionee's death, to exercise
the option to the same extent as said retired optionee.

         In the event of the death of the holder of an option while in the
employ of the Company, or a parent or subsidiary of the Company, and before the
date of expiration of such option, such option shall terminate on the earlier of
such date of expiration or one year following the date of such death. After the
death of the optionee, the optionee's executors, administrators or any person or
persons to whom the option may be transferred by will or by the laws of descent
and distribution shall have the right, at any time prior to such termination, to
exercise the option to the same extent to which the deceased optionee was
entitled to exercise such option immediately prior to the deceased optionee's
death.


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13. Privilege of Stock Ownership.

         No person entitled to exercise any option granted under the Plan shall
have any of the rights or privileges of a stockholder of the Company in respect
of any shares of stock issuable upon exercise of such option until certificates
representing such shares shall have been issued and delivered. No share shall be
issued and delivered upon exercise of any option unless and until, in the
opinion of counsel for the Company, any applicable registration requirements of
the Securities Act of 1993, any applicable listing requirements of any national
securities exchange on which stock of the same class is then listed, and any
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, shall have been fully complied with.

14.      Adjustments.

         If the outstanding shares of Common Stock of the Company are increased,
changed into or exchanged for a different number or kind of shares or securities
of the Company as a result of a merger, reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, an
appropriate and proportionate adjustment shall be made in the maximum number and
kind of shares as to which options may be granted under this Plan. A
corresponding adjustment changing the number or kind of shares allocated to
unexercised options or portion thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in the outstanding
options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the option but with a corresponding adjustment in
the price for each share covered by the option.

         Adjustments under this Section shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of stock shall be
issued under the Plan for any such adjustment.

15.      Written Agreement.

         Each option granted hereunder shall be embodied in a written Option
Agreement which shall be subject to the terms and conditions prescribed herein,
and shall be signed by the optionee and by an officer of the Company for and on
behalf of the Company. Incentive Options and Non-Options may not be granted in
the same Option Agreement. An Option Agreement shall contain such other
provisions as the Committee in its discretion shall deem advisable so long as
the same are not contrary or inconsistent with the terms and provisions of the
Plan.

16. Amendment and Termination of Plan.

                  The Board of Directors of the Company may at any time amend,
suspend or terminate the Plan; provided, however, that any material amendment of
the Plan and any other amendment of the Plan requiring stockholder approval
under Section 422 of the Code shall not be made without the approval of the
stockholders of the Company in accordance with the General Corporation Law of
the State of Delaware.

         No amendment, suspension or termination of the Plan shall, without the
consent of the optionee, alter or impair any rights or obligation under any
outstanding Option Agreement.

17.      Withholding.

         Any person exercising an option shall be required to pay in cash to the
Company the amount of any taxes the Company is required by law to withhold with
respect to the exercise of such option. Such payment shall be due on the date
the Company is required to withhold such taxes. Such payment may also be made at
the election of the optionee by the surrender of shares of Common Stock then
owned by the optionee, or the withholding of shares of Common Stock otherwise to
be issued to the optionee on exercise, in an amount that would satisfy the
withholding amount due. The value of such shares withheld or delivered shall be
equal to the fair market value of such shares on the date of exercise. In the
event that such payment is not made when due, the Company shall have the right
to deduct to the extent permitted by law, from any payment of any kind otherwise
due to such person from the Company, all or part of the amount required to be
withheld.

18. Effective Date of Plan.

         This Plan shall become effective on June 6, 2002, subject to its
approval by the stockholders of the Company at the 2002 Annual Meeting of
Stockholders. If the Plan is not so approved by the stockholders, the Plan shall
be null and void and shall be of no effect. No option shall be granted pursuant
to the Plan after June 5, 2012.


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19.      Construction.

         The plan and options granted hereunder shall be governed by and
construed in accordance with the laws of the State of Delaware and in accordance
with such federal laws as may be applicable.