Bank of America
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                                                          Amendment to Documents



                   AMENDMENT NO. 1 TO BUSINESS LOAN AGREEMENT

     This  Amendment No. 1 (the  "Amendment")  dated as of February 29, 2000, is
between Bank of America,  N. A.  formerly  known as Bank of America NT & SA (the
"Bank") and Advanced Machine Vision Corporation (the "Borrower").

                                    RECITALS

A.   The Bank and the Borrower  entered into a certain  Business Loan  Agreement
     dated as of April 12, 1999 (the "Agreement").

B.   The Bank and the Borrower desire to amend the Agreement.

                                    AGREEMENT

1.   Definitions. Capitalized terms used but not defined in this Amendment shall
     have the meaning given to them in the Agreement.

2.   Amendments. The Agreement is hereby amended as follows:

     1.   FACILITY  NO. 1: LINE OF CREDIT  AMOUNT AND TERMS IS  RESTATED  IN ITS
          ENTIRETY.

     1.1  Line of Credit Amount.

          (a)  During the  availability  period  described  below, the Bank will
               provide a line of credit to the Borrower.  The Amount of the line
               of credit (the  "Facility No. 1  Commitment")  is Two Million and
               00/100 Dollars ($2,000,000.00).

          (b)  This is a revolving  line of credit  providing for cash advances.
               During the availability  period, the Borrower may repay principal
               amounts and reborrow them.

          (c)  The  Borrower  agrees  not to permit  the  outstanding  principal
               balance  of  advances  under the line of  credit  to  exceed  the
               Facility  No.  1  Commitment  and the  limitations  specified  in
               paragraph 1.3 below.

     1.2  Availability  Period. The line of credit is available between the date
          of this  agreement  and April 30,  2000,  or such  earlier date as the
          availability   may  terminate  as  provided  in  this  Agreement  (the
          "Facility No. 1 Expiration Date").

     1.3  Borrowing Base.

          (a)  Marketable  Collateral.  The  Borrower's  obligations to the Bank
               under this facility  will be secured by marketable  collateral of
               the following types and otherwise acceptable to the Bank:

                                                   Advance          Margin Call
               Collateral Type                    Percentage        Percentage
               ---------------                    ----------        ----------

               Cash                                  100%              100%
               U. S. Government Securities            90%               95%
               U. S. Agency Securities                80%               85%
               Auction Securities, Corporate
                  Bonds, Com'l Paper                  80%               85%

               Investment grade only: A1/P1 or better.

          (b)  Advance  Rate.  No  extension  of credit  will be made under this
               facility if, as a result, the principal balance outstanding under
               this facility  would exceed the Borrowing  Base.  The  "Borrowing
               Base" is the sum of the amounts  determined  by  multiplying  the
               Collateral  Value by the  Advance  Percentage  for  each  type of
               collateral securing this facility.

          (c)  Margin  Call.  The  principal  balance   outstanding  under  this
               facility  must not exceed at any one time the sum of the  amounts
               determined by multiplying the Collateral Value by the Margin Call
               Percentage for each type of collateral securing this facility. If
               this limit is exceeded,  the Borrower shall have two banking days
               from  the  date  the  Borrower  is  notified  by the Bank of such
               noncompliance,  to either pledge additional collateral acceptable
               to the Bank,  in its sole  discretion,  or reduce  the  principal
               balance  outstanding under this facility so that, in either case,
               the  principal  balance  outstanding  is less than the  Borrowing
               Base.  This two-day  notice period and  opportunity to cure shall
               not apply if the  collateral  threatens  to decline  speedily  in
               value,  and in such case the  Borrower  agrees  that the Bank may
               immediately  at the Bank's sole  option (i)  declare  amounts due
               under this  Agreement to be immediately  due and payable,  and/or
               (ii) sell all or any part of the collateral.

          (d)  The "Collateral  Value" of collateral  shall be determined at any
               given time as follows:

               (i)  Collateral  Value will be the market value of the securities
                    pledged  as  determined  from  time to  time  by the  Bank's
                    Corporate Treasury/Institutional  Investment Sales office in
                    Seattle.

          (e)  If no event of default has occurred under this Agreement or would
               result from such  action,  the Borrower may (i) sell or trade the
               collateral, or substitute new collateral for existing collateral,
               or (ii) withdraw any part of the  collateral,  provided  that, in
               any event,  the new collateral shall be acceptable to the Bank in
               its sole discretion and the principal  balance  outstanding under
               this facility shall be less than the Borrowing Base.

          (f)  If any of the collateral is ever margin stock,  the Borrower will
               provide the Bank a Form U-1 Purpose  Statement,  and the Bank and
               the  Borrower  will  comply  with  the  restrictions  imposed  by
               Regulation  U  of  the  Federal  Reserve,  which  may  require  a
               reduction  in  the  Advance   Percentage   of  the  margin  stock
               collateral.

          (g)  If any of the  collateral is or may be  considered  restricted or
               control securities for purposes of Rule 144 of the Securities and
               Exchange  Commission,  the Borrower  shall  provide,  in form and
               substance acceptable to the Bank, such information concerning the
               securities  as may be  required  by the  Bank,  together  with an
               agreement  regarding  Rule  144  executed  by  the  owner  of the
               securities. The Advance Percentage and Margin Call Percentage for
               securities  covered by Rule 144 may be set by the Bank at a lower
               rate than specified above.

               For  regulatory  reasons,  the Bank will not accept as collateral
               Ineligible  Securities while they are being  underwritten by Banc
               of America Securities LLC, or for thirty days thereafter. Banc of
               America  Securities LLC is a  wholly-owned  subsidiary of Bank of
               America Corporation,  and is a registered  broker-dealer which is
               permitted   to   underwrite   and  deal  in  certain   Ineligible
               Securities.  "Ineligible  Securities"  means securities which may
               not be  underwritten  or dealt in by member  banks of the Federal
               Reserve  System  under  Section 16 of the Banking Act of 1933 (12
               U.S.C. ss. 24, Seventh), as amended.

     1.4  Interest Rate.

          (a)  Unless the Borrower elects an optional interest rate as described
               below,  the  interest  rate is the  Bank's  Prime  Rate  plus 0.5
               percentage points.

          (b)  The Prime Rate is the rate of interest  publicly  announced  from
               time to time by the Bank as its Prime Rate. The Prime Rate is set
               by the Bank based on various factors,  including the Bank's costs
               and  desired  return,   general  economic  conditions  and  other
               factors, and is used as a reference point for pricing some loans.
               The Bank may price loans to its customers at, above, or below the
               Prime Rate. Any change in the Prime Rate shall take effect at the
               opening  of  business  on  the  day   specified   in  the  public
               announcement of a change in the Bank's Prime Rate.

     1.5  Repayment Terms

          (a)  The Borrower  will pay  interest on February  28, 2000,  and then
               monthly  thereafter  until  payment  in  full  of  any  principal
               outstanding under this line of credit.

          (b)  The  Borrower  will  repay in full all  principal  and any unpaid
               interest or other charges  outstanding  under this line of credit
               no later than the Facility No. 1 Expiration Date.

          (c)  Any interest  period for an optional  interest rate (as described
               below) shall expire no later than the Expiration Date.

     1.6  Optional  Interest  Rates.  Instead of the interest  rate based on the
          Bank's Prime Rate, the Borrower may elect the optional  interest rates
          listed below  during  interest  periods  agreed to by the Bank and the
          Borrower.  The optional  interest  rates shall be subject to the terms
          and conditions described later in this Agreement. Any principal amount
          bearing  interest at an optional rate under this Agreement is referred
          to  as  a  "Portion."  The  following   optional  interest  rates  are
          available:

          (a)  The IBOR Rate plus 2.35 percentage points.

     2.   OPTIONAL INTEREST RATES.

     2.1  Optional  Rates.  Each  optional  interest  rate is a rate  per  year.
          Interest will be paid on the last day of each interest period,  and on
          the first day of each month during the interest period.  At the end of
          any interest  period,  the interest rate will revert to the rate based
          on the Prime Rate, unless the Borrower has designated another optional
          interest  rate for the  Portion.  No Portion  will be  converted  to a
          different  interest rate during the applicable  interest period.  Upon
          the occurrence of an event of default under this  Agreement,  the Bank
          may terminate the availability of optional interest rates for interest
          periods commencing after the default occurs.

     2.2  IBOR  Rate.  The  election  of IBOR  Rates  shall  be  subject  to the
          following terms and requirements.

          (a)  The interest  period during which the IBOR Rate will be in effect
               will be no shorter than 30 days and no longer than one year.  The
               last day of the interest  period will be  determined  by the Bank
               using the practices of the offshore dollar inter-bank market.

          (b)  Each IBOR Rate  Portion  will be for an amount  not less than the
               following:

               (i)  for  interest  periods  of 91 days or longer,  Five  Hundred
                    Thousand Dollars ($500,000).

               (ii) For  interest  periods of between 30 days and 90 days,  Five
                    Hundred Thousand Dollars ($500,000).

          (c)  The  Borrower  may not  elect an IBOR Rate  with  respect  to any
               principal  amount which is scheduled to be repaid before the last
               day of the applicable interest period.

          (d)  The  "IBOR  Rate"  means  the  interest  rate  determined  by the
               following  formula,  rounded  upward to the nearest  1/100 of one
               percent.  (All amounts in the  calculation  will be determined by
               the Bank as of the first day of the interest period.)

               IBOR Rate          =           IBOR Base Rate
                                       ---------------------------
                                       (1.00 - Reserve Percentage)

               Where,

               (i)  "IBOR Base Rate" means the interest rate at which the Bank's
                    Grand  Cayman  Branch,  Grand  Cayman,  British West Indies,
                    would offer U.S. dollar deposits for the applicable interest
                    period  to  other  major  banks  in  the   offshore   dollar
                    inter-bank market.

               (ii) "Reserve  Percentage" means the total of the maximum reserve
                    percentages for determining the reserves to be maintained by
                    member banks of the Federal Reserve System for  Eurocurrency
                    Liabilities,  as defined in Federal Reserve Board Regulation
                    D, rounded  upward to the nearest 1/100 of one percent.  The
                    percentage will be expressed as a decimal, and will include,
                    but not be limited to,  marginal,  emergency,  supplemental,
                    special, and other reserve percentages.

          (e)  Each prepayment of an IBOR Rate Portion,  whether  voluntary,  by
               reason of acceleration  or otherwise,  will be accompanied by the
               amount  of  accrued  interest  on  the  amount  prepaid,   and  a
               prepayment fee as described below. A "prepayment" is a payment of
               an amount on a date earlier than the  scheduled  payment date for
               such amount as required by this Agreement.

          (f)  The prepayment fee shall be in an amount sufficient to compensate
               the Bank for any loss, cost or expense incurred by it as a result
               of the prepayment,  including any loss of anticipated profits and
               any loss or expense  arising from the liquidation or reemployment
               of funds  obtained  by it to maintain  such  Portion or from fees
               payable  to  terminate  the  deposits  from which such funds were
               obtained.   The   Borrower   shall   also   pay   any   customary
               administrative  fees charged by the Bank in  connection  with the
               foregoing.  For  purposes  of this  paragraph,  the Bank shall be
               deemed to have funded each Portion by a matching deposit or other
               borrowing in the  applicable  inter-bank  market,  whether or not
               such Portion was in fact so funded.

          (g)  The Bank will have no  obligation  to accept an  election  for an
               IBOR Rate Portion if any of the  following  described  events has
               occurred and is continuing:

               (i)  dollar  deposits in the  principal  amount,  and for periods
                    equal to the  interest  period,  of an IBOR Rate Portion are
                    not available in the offshore dollar inter-bank market; or

               (ii) the IBOR Rate  does not  accurately  reflect  the cost of an
                    IBOR Rate Portion.

     2.3  Paragraph 4.1 is amended to read in its entirety as follows:

          4.1  Personal Property.  The Borrower's  obligations to the Bank under
               this Agreement will be secured by personal  property the Borrower
               now  owns  or  will  own in  the  future  as  listed  below.  The
               collateral is further defined in security  agreement(s)  executed
               by the Borrower.  In addition,  all personal property  collateral
               securing this  Agreement  shall also secure all other present and
               future  obligations  of the Borrower to the Bank  (excluding  any
               consumer  credit  covered by the  Federal  Truth in Lending  law,
               unless  the  Borrower  has  otherwise  agreed  in  writing).  All
               personal property collateral securing any other present or future
               obligations  of the  Borrower  to the Bank shall also secure this
               Agreement.

          (a)  Cash.

          (b)  Marketable securities.

               For  regulatory  reasons,  the Bank will not accept as collateral
               Ineligible  Securities while they are being  underwritten by Banc
               of America Securities LLC, or for thirty days thereafter. Banc of
               America  Securities LLC is a  wholly-owned  subsidiary of Bank of
               America Corporation,  and is a registered  broker-dealer which is
               permitted   to   underwrite   and  deal  in  certain   Ineligible
               Securities.  "Ineligible  Securities"  means securities which may
               not be  underwritten  or dealt in by member  banks of the Federal
               Reserve  System  under  Section 16 of the Banking Act of 1933 (12
               U.S.C. ss. 24, Seventh), as amended.

     2.4  Paragraph 4.2 is deleted in its entirety.

     2.5  In Subparagraph  5.3(b) the account number "2801407797" is substituted
          for the account number "2801300995."

     2.6  In Subparagraph  5.4(a) the account number "2801407797" is substituted
          for the account number "2801300995."

     3.   Representations   and   Warranties.   When  the  Borrower  signs  this
          Amendment,  the Borrower represents and warrants to the Bank that: (a)
          there is no event  which is,  or with  notice or lapse of time or both
          would be, a default under the Agreement  except those events,  if any,
          that have been  disclosed  in writing to the Bank or waived in writing
          by the Bank, (b) the  representations  and warranties in the Agreement
          are  true as of the date of this  Amendment  as if made on the date of
          this  Amendment,  (c) this Amendment is within the Borrower's  powers,
          has  been  duly  authorized,  and does  not  conflict  with any of the
          Borrower's  organizational  papers,  and (d) this  Amendment  does not
          conflict with any law, agreement,  or obligation by which the Borrower
          is bound.

     4.   Effect of Amendment.  Except as provided in this Agreement, all of the
          terms and  conditions of the Agreement  shall remain in full force and
          effect.

     This  Amendment is executed as of the date stated at the  beginning of this
Agreement.


Bank of America, N.A.                      Advanced Machine Vision Corporation



By:_______________________________         By:__________________________________
                                               Alan R. Steel
                                               Vice President, Finance and CFO


                                           By:__________________________________
                                               William J. Young
                                               Chairman, President and CEO