EXHIBIT - 10.20 FIFTH AMENDMENT



                             ARK CLO 2000-1, LIMITED
                           c/o Patriarch Partners, LLC
                           40 Wall Street - 25th Floor
                               New York, NY 10005


As of December 31, 2002



Scan-Optics, Inc.
169 Progress Drive
Manchester, CT  06040-2294
Attention:  Michael Villano, Chief Financial Officer


Re:  Fifth Amendment to Loan Agreement

Ladies and Gentlemen:

         We refer to the Second Amended and Restated Loan Agreement dated as of
May 10, 1999 (as amended, the "Loan Agreement") between Scan-Optics, Inc. (the
"Borrower") and ARK CLO 2000-1, Limited, as successor-in-interest to Fleet Bank
(the "Lender"), as amended by the Amendment and Waiver Agreement dated as of
January 29, 2001, the Second Amendment and Waiver Agreement dated as of July 1,
2001, the Third Amendment and Waiver Agreement dated as of September 1, 2001 and
the Fourth Amendment Agreement dated as of December 31, 2001. All capitalized
terms used herein without definition that are defined in the Loan Agreement
shall have the same meanings herein as therein.

         The Borrower and the Lender hereby agree that, effective as of the date
hereof, Section 10(c)(i) of the Loan Agreement is hereby amended in its entirety
to read as follows:

         "(i) make any Capital Expenditures in a fiscal year ending on or after
December 31, 2002 in excess of $375,000; or:"

         Each of the Borrower, Scan-Optics, Limited and Scan-Optics (Canada)
Ltd. (collectively, the "Obligors") hereby represents and warrants to the Lender
that all of the representations and warranties made by such Obligors in the Loan
Agreement and the other Loan Documents are true and correct on the date hereof
as if made on and as of date hereof, except to the extent that any of such
representations and warranties expressly relate by their terms to a prior date.

         Each of the Obligors agrees that the obligations of such Obligors to
the Lender as evidenced by or otherwise arising under the Loan Agreement and the
other Loan Documents, except as otherwise expressly modified in this Agreement
upon the terms set forth herein, are, by each Obligor's execution of this
Agreement, ratified and confirmed in all respects, including the Guaranties
which are hereby reaffirmed. In addition, by the execution of this Agreement,
each of the Obligors represents and warrants that no counterclaim, right of
set-off or defense of any kind exists or is outstanding with respect to such
obligations.

         Except as otherwise expressly provided for in this Agreement, nothing
in this Agreement shall extend to or affect in any way any of the rights or
obligations of the Obligors or any of the Lender's obligations, rights and
remedies arising under the Loan Documents, and the Lender shall not be deemed to




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have waived any or all of its rights or remedies with respect to any default and
which upon the execution and delivery of this Agreement might otherwise exist or
which might hereafter occur.

         Except as otherwise expressly provided by this Agreement, all of the
terms, conditions and provisions of the Loan Agreement shall remain the same. It
is declared and agreed by each of the parties hereto and thereto that the Loan
Agreement, as amended hereby, shall continue in full force and effect, and that
this Agreement and the Loan Agreement shall be read and construed as one
instrument.

         This Agreement may be executed in any number of counterparts, but all
such counterparts shall together constitute but one instrument. In making proof
of this Agreement it shall not be necessary to produce or account for more than
one counterpart signed by each party hereto by and against which enforcement
hereof is sought. TIME IF OF THE ESSENCE AS TO ALL OF THE PROVISIONS HEREIN.

         If the foregoing correctly sets forth our understanding, we request
that you execute a copy of this Agreement and return it to the undersigned as
soon as possible.

                                           Sincerely,



                                           ARK CLO 2000-1, Limited
                                           By:  Patriarch Partners, LLC, its
                                           Collateral Manager


                                           By:  ______/ ss /____________
                                           Name: Lynn Tilton

                                           Title: Authorized Signatory


ACCEPTED AND AGREED TO:


SCAN-OPTICS, INC.

By:  ______/ ss /____________
      Michael J. Villano

Its:   CFO & VP


SCAN-OPTICS LIMITED

By:  ______/ ss /____________
      Michael J. Villano

Its:   Director

SCAN-OPTICS (CANADA) LTD.

By:  ______/ ss /____________
      Michael J. Villano

Its:   VP