Exhibt 99.8
                                                                   -----------

                                SCAN-OPTICS, INC.

                               169 Progress Drive
                          Manchester, Connecticut 06040

             AMENDED AND RESTATED SENIOR EXECUTIVE STOCK OPTION PLAN
                         NON-QUALIFIED OPTION AGREEMENT

Subject to the terms of the Amended and Restated Senior Executive Stock Option
Plan ("Plan") of Scan-Optics, Inc. ("Company"), a true copy of which is annexed
hereto,

                                   [________]

("Optionee") is hereby granted a Non-Qualified Stock Option (as defined in the
Plan) for [________] shares of the Common Stock of the Company at $[________]
per share ("Option Price"). This Option expires on [________] and is subject to
any earlier termination as provided in the Plan. This Option is exercisable by
the Optionee as follows:

                                   [________]

The Optionee hereby accepts the Option specified above and represents and agrees
that the Company shall not be required to issue shares upon the exercise of any
option unless a registration statement under the Securities Act of 1933 is in
effect with respect to the shares covered by such option, or unless the Company
has received evidence satisfactory to it to the effect that the holder of such
Option is acquiring such shares for investment and not with a view to the
distribution thereof.


Grant Date:  [________]



SCAN-OPTICS, INC.                           Accepted:



By:_______________________                  _______________________
                                            Optionee