Exhibit 10.9



			      Amendment No. 1 to Employment Agreement


	This Amendment No. 1, dated as of December 9, 1996, amends the
Employment Agreement ("the Employment Agreement") made and entered into as of
the 5th day of September, 1989, by and between Scan-Optics, Inc., a Delaware
corporation with its principal office in East Hartford, Connecticut (the
"Corporation"), and Richard I. Tanaka (the "Executive").

	WHEREAS, the Corporation and the Executive desire to effect a
management transition whereby the Executive will phase out of his executive
positions with the Corporation;

	WHEREAS, the intent of the Corporation and the Executive in entering
into this Amendment No. 1 is to help assure that the objectives of that
management transition are met by removing uncertainties on timing, by providing
a climate where the focus of both parties is on mutually held objectives, and
by minimizing conflicts in objectives between the parties;

	NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

	1.     The Executive will cease to be the Chief Executive Officer of
	       the Corporation no later than December 31, 1996.

	2.     The Executive will continue as Chairman of the Board of
	       Directors until the 1997 Annual Meeting of the stockholders of
	       the Corporation.  His focus until that date will be on (1) the
	       long range strategic plan of the Corporation, (2) providing
	       assistance to the Chief Executive Officer in developing the
	       theme, words and visuals related to the 1996 Annual Report, and
	       (3) developing the best strategy and  tactics possible, so as to
	       sign or have a letter of intent signed, on future VSOP orders
	       and the further national health contract related to additional
	       Japanese healthcare Scan-Optics systems.

	3.     For 12 months after the 1997 Annual Meeting of Stockholders, the
	       Executive will continue as an executive employee of the
	       Corporation.  He will not have specific assigned duties but will
	       be available to assist and consult with the Corporation on
	       specific issues related to customers and products.  These issues
	       may include, but are not limited to, product direction, the
	       international market, and relationships with distributors and
	       customers as related to the Japanese market.

	4.     The Executive will remain an executive employee and retain all
	       of the benefits of full-time employment during that 12-month
	       period.  The Executive's salary and benefits will remain in
	       effect during that period and will not be less than at the
	       levels existing on the date of this Amendment No. 1 (except that
	       the Corporation may make changes in benefit plans applying to
	       the Executive and other employees as long as the Executive
	       continues to be treated fairly in relation to the other
	       participating employees), and the Executive's stock options will
	       remain in place during that period and thereafter in accordance
	       with their terms.

	5.     The Corporation and the Executive agree that (a) the Executive
	       will not be entitled to any severance pay or continued
	       participation in the Corporation's health and disability
	       insurance plans or the continuation of any other benefits,
	       compensation or remuneration following or as the result of the
	       termination of his employment with the Corporation at the end of
	       that 12-month period; that (b) the payments and other benefits
	       provided for him in this Amendment No. 1 are in lieu of the
	       severance pay and the continuation of participation in health
	       and disability insurance plans provided for in Section 11(g) of
	       the Employment Agreement; and (c) that the provisions of Section
	       11(d) of this Agreement will not apply to or be activated by the
	       changes in the Executive's job responsibilities contemplated by
	       or resulting from this Amendment No. 1.

	6.     Except as specifically amended by this Amendment No. 1, the
	       provisions of the Employment Agreement shall remain in full
	       force and effect.

	IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 as of the date first above written.

				       SCAN-OPTICS, INC.


				       By /s/ E. Bulkeley Griswold
					  Name: E. Bulkeley Griswold
					  Title: Chairman of the Stock Options
						 and Executive Compensation
						 Committee


					 /s/ Richard I. Tanaka
					 Richard I. Tanaka

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