MANCHESTER, Conn., April 14 -- Scan-Optics, Inc. has signed a memorandum of agreement to acquire the Photomatrix Scanner and Maintenance Division of Photomatrix Corp. of Carlsbad, Calif. The acquisition is subject to the execution of a definitive asset purchase agreement and a related agreement for Photomatrix to manufacture certain products for Scan-Optics, as well as the approval of both corporations' Boards of Directors. The Companies expect the acquisition to be complete by around April 30, 1999.James C. Mavel, Chairman, CEO and president of Scan-Optics, stated, This acquisition fits very nicely into our strategic initiative to expand the solutions focus of our Company. Patrick W. Moore, CEO of Photomatrix, commented that the transaction would free Photomatrix to better focus on its core manufacturing business.