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Bank of America NT&SA                                    Business Loan Agreement
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This Agreement dated as of April 30, 1998 is between  Bank of America NT&SA (the
"Bank") and Advanced Machine Vision Corporation (the "Borrower").

1.   LINE OF CREDIT AMOUNT AND TERMS

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
"Commitment") is the lesser of:

          (i) Two Million Dollars ($2,000,000) or

          (ii) the loan value of marketable  securities pledged to the Bank. The
     loan value of a marketable security will be a percentage of its fair market
     value.  The fair market value will be  determined  by the Bank from time to
     time  in its  sole  discretion.  The  percentage  applied  to a  particular
     marketable  security  will be set by the Bank at the time it is  pledged to
     the  Bank.  The  percentage  can be  changed  by the  Bank at any  time for
     reasonable  cause. The Bank's records of the applicable  percentage will be
     controlling.

     If at any time the total amount of principal  outstanding under the line of
credit exceeds this limit,  the Borrower will  immediately  either  increase the
loan value of marketable  securities or other acceptable  collateral  pledged to
the Bank,  or reduce the total amount  outstanding  in order to comply with this
limit. If any of the pledged assets are 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 loan value of the margin stock pledged to the Bank.

     (b) This is a revolving line of credit. 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
the line of credit to exceed the Commitment.

1.2  Availability Period.

     The line of credit is  available  between  the date of this  Agreement  and
April 30, 1999 (the "Expiration Date") unless the Borrower is in default.

1.3  Interest Rate.

     (a) Unless the  Borrower  elects an  Optional  interest  rate as  described
below, the interest rate is the Reference Rate.

     (b) The Reference Rate is the rate of interest publicly announced from time
to time by Bank as its  Reference  Rate.  The  Reference  Rate is set  based  on
various  factors,  including  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
Reference  Rate.  Any change in the  Reference  Rate  shall  take  effect at the
opening of business on the day specified in the public  announcement of a change
in the Reference Rate.

1.4  Repayment Terms.

     (a) The  Borrower  will pay  interest  on May 1,  1998,  and  then  monthly
thereafter until payment in full of any principal outstanding udner 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
Expiration Date.

     (c) The  Borrower  may prepay the loan in full or in part at any time.  The
prepayment will be applied to the most remote installment of principal due under
this Agreement.

1.5 Optional Interest Rates. Instead of the interest rate based on the Reference
Rate,  the  Borrower  may  elect  to  have all or portions of the line of credit
(during  the availability  period) bear interest at the rate(s)  described below
during an interest  period agreed to by the Bank and the Borrower. Each interest
interest  rate is a rate per  year.  Interest  will be paid on the  first day of
every  month  and on the last  day of each  interest  period.  At the end of any
interest  period,  the  interest  rate  will  revert  to the  rate  based on the
Reference Rate,  unless the Borrower has designated  another  optional  interest
rate for the portion.

1.6  Offshore  Rate.  The  Borrower  may  elect  to  have all or portions of the
principal  balance of the line of credit bear interest at the Offshore Rate plus
1.85 percentage points.

Designation
of an Offshore  Rate portion is subject to the  following  requirements:

     (a) The interest  period  during which the Offshore  Rate will be in effect
will be no shorter than 30 days and no longer than 360 days. 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  Offshore  Rate  portion  will be for an amount not less than Five
Hundred Thousand Dollars ($500,000).

     (c) The "Offshore 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.)

Offshore Rate =      Grand Cayman Rate
                ---------------------------
                (1.00 - Reserve Percentage)

Where,

          (i) "Grand Cayman Rate" means the interest rate (rounded upward to the
     nearest  1/16th of one percent) 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
     the 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.

     (d) The Borrower may not elect an Offshore Rate with respect to any portion
of the  principal  balance of the line of credit which is scheduled to be repaid
before the last day of the applicable interest period.

     (e) Any  portion of the  principal  balance  of the line of credit  already
bearing  interest at the Offshore Rate will not be converted to a different rate
during its interest period.

     (f) Each  prepayment  of an Offshore 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 equal to the amount
(if any) by which

          (i) the  additional  interest  which  would  have been  payable on the
     amount  prepaid  had it not been paid  until  the last day of the  interest
     period, exceeds

          (ii) the  interest  which would have been  recoverable  by the Bank by
     placing the amount  prepaid on deposit in the offshore  dollar market for a
     period  starting on the date on which it was prepaid and ending on the last
     day of the interest period for such portion.

     (g) The Bank will have no  obligation to accept an election for an Offshore
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 Offshore Rate portion are not available in the
     offshore Dollar inter-bank market; or

          (ii) the  Offshore  Rate does not  accurately  reflect  the cost of an
     Offshore Rate portion.

2.   FEES AND EXPENSES

2.1  Loan fee. The Borrower agrees to pay a One Thousand Dollar ($1,000) fee due
on the date of this Agreement and a One Thousand Five Hundred Dollar ($1,500)fee
due on the date funds are advanced.

2.2 Expenses.

     (a) The Borrower  agrees to  immediately  repay the Bank for expenses  that
include,  but are not limited to, filing,  recording and search fees,  appraisal
fees, title report fees and documentation fees.

     (b) The Borrower agrees to reimburse the Bank for any expenses it incurs in
the  preparation of this  Agreement and any agreement or instrument  required by
this Agreement.  Expenses include, but are not limited to, reasonable attorneys'
fees, including any allocated costs of the Bank's in-house counsel.

3.   COLLATERAL.

     3.1 Personal  Property.  The Borrower's  obligations to the Bank under this
Agreement will be secured by securities pledged pursuant to Section  1.1(a)(ii).
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.  If at any time the  outstanding
balance of the line of credit is less than the  Commitment,  securities  pledged
under Section  1.1(a)(ii)  may be released from pledge upon request by Borrower,
so long as the loan value of the  remaining  securities  equals or  exceeds  the
outstanding principal balance of the line of credit.  Securities so released may
not  be  counted  for  purposes  of  determining   availability   under  Section
1.1(a)(ii).

4.   DISBURSEMENTS, PAYMENTS AND COSTS

4.1  Requests  for Credit.  Each request for an extension of credit will be made
in  writing  in a  manner acceptable to the Bank, or by another means acceptable
to the Bank.

4.2  Disbursements and Payments. Each  disbursement by the Bank and each payment
by the Borrower will be:

     (a) made at the Bank's branch (or other location) selected by the Bank from
time to time;

     (b) made for the  account of the Bank's  branch  selected  by the Bank from
time to time;

     (c)  made in  immediately  available  funds,  or such  other  type of funds
selected by the Bank;

     (d)  evidenced by records kept by the Bank.  In addition,  the Bank may, at
its discretion, require the Borrower to sign one or more promissory notes.

4.3  Telephone Authorization.

     (a) The Bank may honor telephone instructions for advances or repayments or
for the designation of optional interest rates given by the individual signer(s)
of this  Agreement or a person or persons  authorized  by the  signer(s) of this
Agreement.

     (b) Advances will be deposited in and repayments will be withdrawn from the
Borrower's account number  28013-00995,  or such other accounts with the Bank as
designated in writing by the Borrower.

     (c) The Borrower  indemnifies and excuses the Bank (including its officers,
employees,  and agents) for, from and against all liability,  loss, and costs in
connection  with any act resulting  from  telephone  instructions  it reasonably
believes  are made by a signer of this  Agreement  or a person  authorized  by a
signer. This indemnity and excuse will survive this Agreement's termination.

4.4  Direct Debit

     (a) The Borrower agrees that interest will be deducted automatically on the
due date from checking account number 28013-00995.

     (b) The Bank will debit the account on the dates the  payments  become due.
If a due date does not fall on a banking day, the Bank will debit the account on
the first banking day following the due date.

     (c) The Borrower will maintain sufficient funds in the account on the dates
the Bank enters debits  authorized by this Agreement.  If there are insufficient
funds in the  account on the date the Bank enters any debit  authorized  by this
Agreement, the debit will be reversed.

4.5  Banking Days.  Unless otherwise  provided in this Agreement,  a banking day
is a day  other  than a  Saturday  or a Sunday  on  which  the  Bank is open for
business in Oregon and banks are open for busi(&ness in California.  For amounts
bearing interest at an offshore rate (if any), a banking day is a day other than
a Saturday or a Sunday on which the Bank is open for  business in Oregon and the
Bank is dealing in offshore dollars.  All payments and disbursements which would
be due on a day which is not a banking day will be due on the next  banking day.
All payments received on a day which is not a banking day will be applied to the
credit on the next banking day.

4.6  Taxes.  The  Borrower  will not deduct any taxes from any payments it makes
to  the  Bank. If any government  authority  imposes any taxes or charges on any
payments  made  by  the  Borrower,  the  Borrower will pay the taxes or charges.
Upon request by the Bank,  the Borrower  will confirm that it has paid the taxes
by giving the Bank  official tax receipts (or notarized  copies)  within 30 days
after the due date.  However,  the  Borrower  will not pay the Bank's net income
taxes.

4.7  Additional Costs. The Borrower will pay the Bank, on demand, for the Bank's
costs or losses  arising  from any  statute  or  regulation,  or any  request or
requirement  of  a regulatory  agency. The costs and losses will be allocated to
the loan in a manner  determined by the Bank, using any reasonable  method.  The
costs include the following:

     (a) any reserve or deposit requirements; and

     (b) any capital requirements  relating to the Bank's assets and commitments
for credit.

4.8  Interest  Calculation. Except as otherwise  stated in this  Agreement,  all
interest and fees,  if any,  will be computed on the basis of a 360-day year and
the actual number of days elapsed. This results in more interest or a higher fee
than if a 365-day year is used.

4.9  Interest on Late Payments.  At the Bank's sole option in each instance, any
amount not paid when due under this Agreement  (including  interest)  shall bear
interest from the due date at the Reference Rate. This may result in compounding
of interest.

4.10 Default Rate.  Upon  the occurrence and  during  the  continuation  of  any
default under this  Agreement,  advances under this Agreement will at the option
of the Bank bear  interest  at a rate per annum which is 2.0  percentage  points
higher  than the rate of interest otherwise provided under this Agreement.  This
will not constitute a waiver of any event of default.

5.   CONDITIONS

     The Bank must receive the following  items, in form and content  acceptable
to the Bank,  before it is required to extend any credit to the  Borrower  under
this Agreement:

5.1  Authorizations.  Evidence  that the execution,  delivery and performance by
the Borrower and each guarantor or subordinating  creditor of this Agreement and
any  instrument  or  agreement  required  under  this  Agreement  have been duly
authorized.

5.2  Security  Agreements.   Signed  original  security  agreements,   financing
statements  and fixture  filings  (together  with  collateral  in which the Bank
requires a possessory security interest),  which the Bank requires.

5.3  Evidence of Priority.  Evidence that security  interests and liens in favor
of  the  Bank  are  valid,  enforceable,  and  prior  to  all others' rights and
interests, except those the Bank consents to in writing.

5.4  Insurance. Evidence of insurance coverage, as required  in  the "Covenants"
section of this Agreement.

5.5  Environmental   Questionnaire.   A  completed   Bank   form   Environmental
Questionnaire and Disclosure Statement.

5.6  Guaranties.  Guaranties  signed  by  SRC  Vision,  Inc. and  Ventek,  Inc.,
each in the amount of Two Million Dollars ($2,000,000).

5.7  Other Items. Any other items that the Bank reasonably requires.

6.   REPRESENTATIONS  AND  WARRANTIES

     When the  Borrower  signs this  Agreement,  and until the Bank is repaid in
full,  the Borrower makes the following  representations  and  warranties.  Each
request for an extension of credit constitutes a renewed representation:

6.1  Organization  of  Borrower. The  Borrower  is a corporation duly formed and
existing under the laws of the state where organized.

6.2  Authorization.  This  Agreement,  and  any instrument or agreement required
hereunder,  are  within the Borrower's  powers,  have been duly authorized,  and
do not conflict with any of its organizational papers.

6.3  Enforceable  Agreement.  This  Agreement  is  a  legal,  valid  and binding
agreement of the Borrower,  enforceable  against the Borrower in accordance with
its terms, and any instrument or agreement required hereunder, when executed and
delivered, will be similarly legal, valid, binding and enforceable.

6.4  Good Standing. In  each  state  in  which the Borrower does business, it is
properly licensed,  in existence and in good standing,  and, where required,  in
compliance with fictitious name statutes.

6.5  No Conflicts.  This  Agreement  does  not conflict with any law, agreement,
or obligation by which the Borrower is bound.

6.6  Financial Information.  All financial and other  information  that has been
or  will  be  supplied to the Bank, including the Borrower's financial statement
dated as of December 31, 1997, is:

     (a)  sufficiently  complete  to give the  Bank  accurate  knowledge  of the
Borrower's and any guarantor's financial condition.

     (b) in form and content required by the Bank.

     (c) in compliance with all government regulations that apply. 

Since  the  date of the financial  statement  specified above, there has been no
material  adverse  change  in  the  assets  or the  financial  condition  of the
Borrower or any guarantor.

6.7  Lawsuits.  There  is  no  lawsuit,  tax  claim or other dispute  pending or
threatened  against the Borrower  which,  if lost,  would impair the  Borrower's
financial  condition or ability to repay the loan, except as have been disclosed
in  writing  to the  Bank,  or as  disclosed  in  Borrower's  audited  financial
statements.

6.8  Collateral.  All  collateral  required  in  this  Agreement is owned by the
grantor  of  the  security  interest  free  of any title defects or any liens or
interests of others.

6.9  Permits,  Franchises.  The  Borrower  possesses  all permits,  memberships,
franchises,  contracts  and licenses  required and all trademark  rights,  trade
name rights,  patent rights and fictitious name rights necessary to enable it to
conduct the business in which it is now engaged without conflict with the rights
of others.

6.10 Other  Obligations.  The  Borrower  is  not  in  default  on any obligation
for borrowed money, any purchase money  obligation  or any other material lease,
commitment, contract, instrument or obligation.

6.11 Income  Tax  Returns.   The  Borrower  has  no  knowledge  of  any  pending
assessments or  adjustments of its income tax for any year,  except as have been
disclosed in writing to the Bank.

6.12 No Event of Default.  There is no event  which is, or with  notice or lapse
of time or both would be, a default under this Agreement.

6.13 ERISA Plans.

     (a) The Borrower has fulfilled its  obligations,  if any, under the minimum
funding  standards  of ERISA  and the Code with  respect  to each Plan and is in
compliance in all material respects with the presently applicable  provisions of
ERISA  and the Code, and has not incurred any liability with respect to any Plan
under Title IV of ERISA.

     (b) No  reportable  event has occurred  under  Section 4043(b) of ERISA for
which the PBGC requires 30 day notice.

     (c) No action by the Borrower to  terminate  or withdraw  from any Plan has
been  taken and no notice of intent to  terminate  a Plan has been  filed  under
Section 4041 of ERISA.

     (d) No proceeding  has been  commenced with respect to a Plan under Section
4042 of ERISA,  and no event has  occurred  or condi"  tion  exists  which might
constitute grounds for the commencement of such a proceeding.

     (e) The  following  terms have the meanings  indicated for purposes of this
Agreement:

          (i) "Code"  means the Internal  Revenue  Code of 1986, as amended from
     time to time.

          (ii)  "ERISA"  means the  Employee  Retirement  Income Act of 1974, as
     amended from time to time.

          (iii)  "PBGC"   means  the  Pension   Benefit   Guaranty   Corporation
     established pursuant to Subtitle A of Title IV of ERISA.

          (iv) "Plan" means any employee  pension  benefit  plan  maintained  or
     contributed to by the Borrower and insured by the Pension Benefit  Guaranty
     Corporation under Title IV of ERISA.

6.14 Year 2000 Compliance. The  Borrower  has  conducted a  comprehensive review
and  assessment  of the Borrower's computer applications. The Borrower will make
inquiry  of  the Borrower's key suppliers, vendors and customers with respect to
the "year 2000 problem" (that is, the risk that computer applications may not be
able to properly perform date-sensitive  function$"s after December 31, 1999) by
September 30, 1998. Based on the review to date, the  Borrower  does not believe
the year 2000 problem will result in a material adverse change in the Borrower's
business   condition  (financial  or  otherwise),   operations,   properties  or
prospects, or ability to repay the credit.

7.   COVENANTS

     The Borrower  agrees,  so long as credit is available  under this Agreement
and until the Bank is repaid in full:

7.1  Use of Proceeds.  To  use  the  proceeds  of the credit only for short term
working capital.

7.2  Financial  Information.  To provide the following financial information and
statements  and such  additional  information as requested by the Bank from time
to time:

     (a) Within 120 days of the  Borrower's  period end, the  Borrower's  annual
financial statements.  These financial statements must be audited by a Certified
Public Accountant ("CPA") acceptable to the Bank.

     (b) Within 45 days of the period's end, the Borrower's  quarterly financial
statements.  These financial  stateme $nts may be Borrower  prepared.  nking day
following the due date.

7.3 Total  Liabilities  to  Tangible  Net  Worth. To  maintain  a ratio of total
liabilities  to tangible net worth not exceeding the amounts  indicated for each
quarterly period specified below:

                 Period                              Ratio
                 ------                              -----
March 31, 1998 through December 30, 1998            2.75:1.0
December 31, 1998 through December 30, 1999         2.20:1.0
December 31, 1999 through December 30, 2000         1.75:1.0
December 31, 2000 through December 30, 2001         1.50:1.0
December 31, 2001                                   1.25:1.0

"Total  liabilities"  means  the  sum  of  current  liabilities  plus  long term
liabilities,  excluding debt  subordinated to the Borrower's  obligations to the
Bank in a manner acceptable to the Bank, using the Bank's standard  form."T0,red
under this Agreement have been duly authorized.

"Tangible  net  worth"  means  the  gross  book value of the  Borrower's  assets
(excluding goodwill,  patents,  trademarks,  trade names,  organization expense,
treasury stock,  unamortized  debt discount and expense,  deferred  research and
development costs, deferred marketing expenses, and other like intangibles,  and
monies due from affiliates, officers, directors or shareholders of the Borrower)
plus  liabilities  subordinated  to the Bank in a manner  acceptable to the Bank
(using the Bank's  standard  form) less  total  liabilities,  including  but not
limited to accrued and deferred income taxes, and any reserves against assets.

7.4  Minimum  Trading  Asset Ratio. To maintain a minimum trading asset ratio of
at least 2.65:1.0.

"Minimum  Trading  Asset  ratio"  means  the  ratio of Accounts  Receivable plus
Inventory divided by Accounts Payable plus Short Term Bank Debt.

7.5  Cash Flow Ratio. To maintain a cash flow ratio of at least 1.20:1.0.

"Cash  flow  ratio"  means  the  ratio  of Cash Flow to Current  Portion of Long
Term Debt plus Interest  Expense plus Income Taxes plus  Dividends  plus Capital
Expenditures. "Cash flow" is defined as Earnings before Interest Expense, Income
Taxes,  Depreciation and Amortization.  This ratio will be calculated at the end
of each  fiscal  quarter,  using the  results of that  quarter and each of the 3
immediately  preceding  quarters.  The current portion of long term debt will be
measured as of the first day of the fiscal year in which the quarter falls.  The
current  portion of long term debt will exclude the Notes to Veneer  Technology,
Inc.

7.6  Liquidity. To  maintain  at  least Three Million Two Hundred Fifty Thousand
Dollars  ($3,250,000)  in liquid assets through July 31, 1999 as measured by the
sum  of  borrowing  capacity  under  the line of credit plus  unpledged cash and
marketable securities held by the Borrower.

"Liquid assets" means the following assets of Borrower:

     (a) cash an certificates of deposit;

     (b) U.S. treasury bills and other obligations of the federal government;

     (c)  readily  marketable   securities   (including  commercial  paper,  but
excluding  restricted  stock and stock subject to the  provisions of Rule 144 of
the Securities and Exchange Commission).

     (d) Borrowing capacity under the line of credit.

7.7  Other Debts.  Not  to  have  outstanding  or incur any direct or contingent
debts (other than those to the Bank and its  affiliates),  or become  liable for
the debts of others without the Bank's written consent. This does not prohibit:

     (a) Acquiring goods, supplies, or merchandise on normal trade credit.

     (b)  Endorsing  negotiable  instruments  received  in the  usual  course of
business.

     (c) Obtaining surety bonds in the usual course of business.

     (e) Additional debts and lease  obligations for the acquisition of fixed or
capital assets, to the extent permitted elsewhere in this Agreement.

     (f) Accrual of normal expenses incurred in the ordinary course of business,
including but not limited to payroll, payroll taxes, and deferred taxes.

7.8  Other Liens.  Not to create, assume, or allow any security interest or lien
(including judicial liens) on property  the  Borrower now or later owns, except:

     (a) Deeds of trust  and  security  agreements  in favor of the Bank and its
affiliates.

     (b) Liens for taxes not yet due.

     (c) Liens outstanding on the date of this Agreement disclosed in writing to
the Bank.

     (d) Additional purchase money security interests in property acquired after
the date of this  Agreement  if the  principal  amount of debts  secured by such
liens does not exceed Five Hundred Thousand Dollars ($500,000) at any one time.

7.9  Notices to Bank. To promptly notify the Bank in writing of:

     (a) any lawsuit over One Million Dollars ($1,000,000) against the Borrower.

     (b) any  substantial  dispute between the Borrower or any guarantor and any
government authority.

     (c) any failure to comply with this Agreement.

     (d) any material  adverse  change in the  Borrowe=;r's  or any  guarantor's
financial condition or operations.

     (e) any change in the Borrower's name, address or legal structure.

7.10 Books and Records. To maintain adequate books and records.

7.11 Audits.  To  allow  the  Bank  and  its  agents to inspect  the  Borrower's
properties  and  examine,  audit and make  copies of books  and  records  at any
reasonable  time. If any of the Borrower's  properties,  books or records are in
the  possession of a third party,  the Borrower  authorizes  that third party to
permit the Bank or its agents to have  access to perform  inspections  or audits
and  to  respond  to  the  Bank's  requests  for  information   concerning  such
properties, books and records.

7.12 Compliance  with  Laws.  To  comply with the laws (including any fictitious
name  statute),  regulations,  and  orders of any government body with authority
over the Borrower's business.

7.14 Maintenance  of  Properties. To make any repairs, renewals, or replacements
to keep the Borrower's properties in good working condition.

7.15 Perfection  of  Liens.  To  help  the Bank perfect and protect its security
interests and liens, and reimburse it for related costs it incurs to protect its
security interests and liens.

7.16 Cooperation.  To  take  any  action  requested by the Bank to carry out the
intent of this Agreement.

7.17 Insurance.

     (a) Insurance  Covering  Collateral.  To maintain all risk property  damage
insurance  policies  covering the tangible  property  comprising the collateral.
Each insurance policy must be in an amount acceptable to the Bank.

     (b) General Business  Insurance.  To maintain insurance as is usual for the
business it is in.

     (c) Evidence of Insurance.  Upon the request of the Bank, to deliver to the
Bank a copy  of  each  insurance  policy,  or,  if  permitted  by  the  Bank,  a
certificate of insurance listing all insurance in force.

7.18 Additional Negative Covenants. Not to, without the Bank's written consent:

     (a) engage in any  business  activities  substantially  different  from the
Borrower's present business.

     (b) liquidate or dissolve the Borrower's business.

     (c) enter into any consolidation,  merger, pool, joint venture,  syndicate,
or other combination.

     (d)  acquire  or  purchase a  business  or its assets for a  consideration,
including  assumption of debt, in excess of Two Million Dollars  ($2,000,000) in
any fiscal year.

     (e) sell or  otherwise  dispose  of any  assets  for less than fair  market
value, or enter into any sale and leaseback  agreement covering any of its fixed
or capital assets.

7.19 ERISA Plans. To give prompt written notice to the Bank of:

     (a) The occurrence of any reportable  event under Section  4043(b) of ERISA
for which the PBGC requires 30 day notice.

     (b) Any action by the Borrower to terminate or withdraw  from a Plan or the
filing of any notice of intent to terminate under Section 4041 of ERISA.

     (c) Any notice of  noncompliance  made with respect to a Plan under Section
4041(b) of ERISA.

     (d) The commencement of any proceeding with respect to a Plan under Section
4042 of ERISA.

8.   HAZARDOUS WASTE INDEMNIFICATION

The  Borrower will indemnify and hold harmless the Bank for,  from,  and against
any  loss  or  liability  directly  or  indirectly  arising  out  of  the   use,
generation,  manufacture,  production,  storage,  release,  threatened  release,
discharge,  disposal or presence of a hazardous  substance.  This indemnity will
apply  whether the  hazardous  substance  is on,  under or about the  Borrower's
property  or  operations  or  property  leased to the  Borrower.  The  indemnity
includes  but is not  limited  to  attorneys'  fees  (including  the  reasonable
estimate of the  allocated  cost of in-house  counsel and staff).  The indemnity
extends  to the  Bank,  its  parent,  subsidiaries  and all of their  directors,
officers,  employees,  agents,  successors,  attorneys  and  assigns.  For these
purposes,  the term  "hazardous  substances"  means  any  substance  which is or
becomes  designated  as "hazardous" or "toxic" under any federal, state or local
law, or any  petroleum  products,  including  crude oil and any product  derived
directly or indirectly  from, or any fraction or distillate  of, crude oil. This
indemnity will survive repayment of the Borrower's obligations to the Bank.

9.   DEFAULT

If  any  of  the  following  events  occur,  the  Bank may do one or more of the
following:  declare the Borrower in default,  stop making any additional  credit
available  to the  Borrower,  and require the  Borrower to repay its entire debt
immediately  and  without  prior  notice.  Bank will not  exercise  its  default
remedies  because of a default under Sections 9.2 through 9.13 of this Agreement
unless the  default is not cured  within 15 days of the date on which Bank mails
or delivers written notice of the default to Borrower.  If a bankruptcy petition
is filed with respect to the Borrower,  the entire debt  outstanding  under this
Agreement will automatically become due immediately.

9.1  Failure to Pay.  The  Borrower fails to make a payment under this Agreement
when due.

9.2  Non-compliance. The Borrower or any guarantor fails to meet  the conditions
of, or fails to perform any obligation under:

     (a) this Agreement,

     (b) any other agreement made in connection with this loan, or

     (c) any other  agreement the Borrower or any guarantor has with the Bank or
any affiliate of the Bank.

9.3  Cross-default.  Any default  occurs under any  agreement in connection with
any credit the Borrower or any guarantor  has obtained from anyone else or which
the  Borrower  or  any  guarantor  has  guaranteed,  unless  Borrower  (or  such
guarantor,  as the case may be) is actively contesting such default, and has set
aside  adequate  reserves  for the  payment of a judgement  resulting  from such
default.

9.4  Lien Priority. The Bank fails to have an enforceable first lien (except for
any  prior  liens  to  which the Bank has  consented  in writing) on or security
interest in any property given as security for this loan.

9.5  False  Information.  The  Borrower  has  given the Bank false or misleading
information or representations.

9.6  Bankruptcy.  The  Borrower  or any guarantor files a bankruptcy petition, a
bankruptcy  petition  is  filed  against the Borrower or any  guarantor,  or the
Borrower  or any  guarantor  makes  a  general  assignment  for the  benefit  of
creditors.

9.7  Receivers. A receiver or similar official is  appointed  for the Borrower's
or any guarantor's business, or the business is terminated.

9.8  Judgments.  Any  judgments  or  arbitration  awards are entered against the
Borrower or any  guarantor;  or the  Borrower or any  guarantor  enters into any
settlement  agreements  with respect to any  litigation  or  arbitration,  in an
aggregate  amount of One Million  Dollars  ($1,000,000) or more in excess of any
insurance  coverage,  and any such  judgement  is not  discharged,  vacated,  or
reversed,  or i Its execution stayed pending appeal, within 60 days after entry,
or is not discharged within 60 days after the expiration of such stay.

9.9  Government  Action.  Any  government  authority  takes action that the Bank
believes  materially   adversely  affects  the  Borrower's  or  any  guarantor's
financial condition or ability to repay.

9.10 Default  under   Guaranty   or  Subordination  Agreement.   Any   guaranty,
subordination  agreement,  security agreement,  deed of trust, or other document
required by this Agreement is violated or no longer in effect.

9.11 Material  Adverse  Change.   A  material   adverse  change  occurs  in  the
Borrower's or any  guarantor's  business  condition  (financial  or  otherwise),
operations,  properties  or  prospects,  or ability to repay the  credit;  or if
Borrower's  representations  in Section 6.14  regarding  the "year 2000 problem"
cease to be true, whether or not true when made, and as a result Bank reasonably
believes the Borrower's  financial  condition or its ability to pay its debts as
they come due will thereby be materially impaired.

9.12 ERISA Plans. The occurrence of any one or more of the following events with
respect  to  the  Borrower,  provided  such  event or events could reasonably be
expected,  in the  judgment  of the Bank,  to subject  the  Borrower to any tax,
penalty  or  liability  (or any  combination  of the  foregoing)  which,  in the
aggregate,  could have a material  adverse effect on the financial  condition of
the Borrower with respect to a Plan:

     (a) A reportable  event shall occur with respect to a Plan which is, in the
reasonable judgment of the Bank likely to result in the termination of such Plan
for purposes of Title IV of ERISA.

     (b) Any Plan  termination  (or  commencement  of proceedings to terminate a
Plan) or the Borrower's full or partial withdrawal from a Plan.

10.  ENFORCING THIS AGREEMENT; MISCELLANEOUS

10.1 GAAP.   Except  as  otherwise  stated  in  this  Agreement,  all  financial
information  provided to the Bank and all financial covenants will be made under
generally accepted accounting principles, consistently applied.

10.2 Oregon Law. This Agreement is governed by Oregon law.

10.3 Successors and Assigns.  This  Agreement  is  binding on the Borrower's and
the Bank's successors and assignees. The Borrower  agrees that it may not assign
this Agreement without the Bank's  prior  consent.  The Bank may sell participa-
tions in or assign this loan, and may exchange  financial  information about the
Borrower with actual or potential  participants  or  assignees.  If a participa-
tion is sold or the loan is assigned,  the purchaser will have the right of set-
off against the Borrower.

10.4 Arbitration.

     (a) This paragraph  concerns the resolution of any  controversies or claims
between the Borrower and the Bank, including but not limited to those that arise
from:

          (i)  This   Agreement   (including   any   renewals,   extensions   or
     modifications of this Agreement);

          (ii) Any document,  agreement or procedure  related to or delivered in
     connection with this Agreement;

          (iii) Any violation of this Agreement; or

          (iv) Any claims for  damages  resulting  from any  business  conducted
     between the Borrower and the Bank,  including claims for injury to persons,
     property or business interests (torts).

     (b) At the request of the Borrower or the Bank, any such  controversies  or
claims  will be settled by  arbitration  in  accordance  with the United  States
Arbitration  Act. The United States  Arbitration Act will apply even though this
Agreement provides that it is governed by Oregon law.

     (c)   Arbitration   proceedings   will  be  administered  by  the  American
Arbitration  Association  and  will  be  subject  to  its  commercial  rules  of
arbitration.

     (d) For  purposes of the  application  of the statute of  limitations,  the
filing of an  arbitration  pursuant to this  paragraph is the  equivalent of the
filing of a lawsuit,  and any claim or controversy which may be arbitrated under
this  paragraph  is  subject  to any  applicable  statute  of  limitations.  The
arbitrators  will  have the  authority  to  decide  whether  any  such  claim or
controversy is barred by the statute of  limitations  and, if so, to dismiss the
arbitration on that basis.

     (e) If there is a  dispute  as to  whether  an  issue  is  arbitrable,  the
arbitrators will have the authority to resolve any such dispute.

     (f) The  decision  that  results  from  an  arbitration  proceeding  may be
submitted to any authorized court of law to be confirmed and enforced.

     (g) This provision does not limit the right of the Borrower or the Bank to:

          (i) exercise self-help remedies such as setoff;

          (ii)  foreclose   against  or  sell  any  real  or  personal  property
     collateral; or

          (iii) act in a court of law,  before,  during or after the arbitration
     proceeding to obtain:

               (A) a provisional or interim remedy; and/or

               (B) additional or supplementary remedies.

     (h)  The  pursuit  of or a  successful  action  for  provisional,  interim,
additional or supplementary  remedies, or the filing of a court action, does not
constitute  a waiver of the right of the  Borrower  or the Bank,  including  the
suing party,  to submit the  controversy  or claim to  arbitration  if the other
party contests the lawsuit.

     (i)  If the  Bank  forecloses  against  any  real  property  securing  this
Agreement,  the Bank has the option to exercise the power of sale under the deed
of trust or mortgage, or to proceed by judicial foreclosure.

10.5 Severability; Waivers.  If  any  part of this Agreement is not enforceable,
the rest of the  Agreement  may be enforced.  The Bank retains all rights,  even
if it makes a loan after default. If the Bank waives a default, it may enforce a
later default.  Any consent or waiver under this Agreement must be in writing.

10.6 Costs.  If the Bank incurs any expenses in connection  with  enforcing this
Agreement or administering this Agreement  (including in connection with extend-
ing,  amending,  renewing  or  modifying  this Agreement),  or if the Bank takes
collection  action under this Agreement,  it is entitled to costs and reasonable
attorneys' fees, including any allocated costs of in-house counsel.

10.7 Attorneys' Fees.  In the event of a lawsuit or arbitration  proceeding, the
prevailing  party  is  entitled  to recover costs and reasonable attorneys' fees
(including any allocated costs of in-house  counsel) incurred in connection with
the lawsuit or arbitration proceeding,  as determined by the court or arbitrator
(and not by a jury).  Such  costs and  attorneys'  fees shall  include,  without
limitation,  those incurred on any appeal, as determined by the appellate court,
and  any  anticipated  costs  and  attorneys'  fees to  pursue  or  collect  any
judgement.

10.8 One Agreement.  This Agreement and any related security or other agreements
required by this Agreement, collectively:

     (a) represent the sum of the understandings and agreements between the Bank
and the Borrower concerning this credit; and

     (b) replace any prior oral or written  agreements  between the Bank and the
Borrower concerning this credit; and

     (c) are  intended by the Bank and the  Borrower as the final,  complete and
exclusive statement of the terms agreed to by them. In the event of any conflict
between this Agreement and any other agreements required by this Agreement, this
Agreement will prevail.

10.9 Exchange of Information. The  Borrower  agrees  that  the Bank may exchange
financial information about the Borrower with BankAmerica Corporation affiliates
and other related entities.

10.10 Notices. All notices required under  this  Agreement  shall  be personally
delivered or sent by first  class  mail,  postage  prepaid,  to the addresses on
the signature page of this Agreement, or to such other addresses as the Bank and
the Borrower may specify from time to time in writing.

10.11 Headings. Article and paragraph  headings are for reference only and shall
not affect the interpretation or meaning of any provisions of this Agreement.

10.12 Counterparts.  This  Agreement  may be executed in as many counterparts as
necessary or convenient, and  by  the  different  parties  on  separate counter-
parts each of which, when so executed,  shall be deemed an original but all such
counterparts shall constitute but one and the same agreement.

10.13 Written  Agreements.  Under  Oregon  Law,  most  agreements,  promises and
commitments  made by the Bank after October 3, 1989,  concerning loans and other
credit  extensions which are not for personal,  family or household  purposes or
secured  solely  by  the  borrower's  residence  must  be  in  writing,  express
consideration and be signed by that Bank to be enforceable.

This Agreement  is  executed as of the date stated at the top of the first page.


Bank of America NT & SA                      Advanced Machine Vision Corporation



/s/ Ronald L. Farmer                         /s/ William J. Young
----------------------------------           -----------------------------------
By:    Ronald L. Farmer                      By:    William J. Young
Title: Vice President                        Title: Chairman, President and CEO


Address where notices to the
Bank are to be sent:                         /s/ Alan R. Steel
P.O. Box 768                                 -----------------------------------
Eugene, Oregon 97440                         By:    Alan R. Steel
                                             Title: Vice President, Finance
                                                    and CFO


                                             Address where notices to the
                                             Borrower are to be sent:
                                             2067 Commerce Drive
                                             Medford, Oregon 97504


<PAGE>
================================================================================
Bank of America NT&SA                             Security and Pledge Agreement:
                                                     Secured Party in Possession
--------------------------------------------------------------------------------

     (1) In consideration of any financial  accommodation  given, to be given or
continued  to the  undersigned  (hereinafter  called  Debtor) by Bank of America
NT&SA,  (hereinafter  called Secured  Party),  or any subsidiary or affiliate of
BankAmerica  Corporation  which has extended or may  hereafter  extend credit to
Debtor  ("Lending  Banks"),  and as  collateral  security for the payment of all
debts,  obligations  or  liabilities  now or  hereafter  existing,  absolute  or
contingent (except,  unless Debtor shall otherwise agree in writing, such debts,
obligations  or  liabilities  which are or may  hereafter be  "consumer  credit"
subject to the disclosure  requirements of the Federal  Truth-in-Lending law and
do not arise as a result  of any  action  taken,  sum  expanded  or  expense  or
liability incurred by Secured Party as provided herein), of Debtor or any one or
more of them to Secured  Party or any other  Lending  Bank  (hereinafter  called
indebtedness),  Debtor pursuant to the provisions of the Uniform Commercial Code
of the State of Oregon  and other  applicable  Oregon  law does  hereby  grant a
security  interest  in and assign and  transfer  to Secured  Party all money and
property this day  delivered to and deposited  with Secured Party or any Lending
Bank, and all money and property  heretofore  delivered or which shall hereafter
be delivered to or come into the possession, custody or control of Secured Party
or any  Lending  Bank in any  manner  or for any  purpose  whatever  during  the
existence of this Security and Pledge  Agreement,  and any deposit  account into
which such money may be deposited  whether held in a general or special  account
or deposit or for  safe-keeping  or  otherwise,  together with any stock rights,
rights  to  subscribe,   liquidating  dividends,  stock  dividends,   dividends,
dividends paid in stock,  new securities or other property to which Debtor is or
may hereafter become entitled to receive on account of such property, and in the
event that debtor receives any such property, Debtor will immediately deliver it
to Secured Party to be held by Secured Party hereunder in the same manner as the
property originally delivered hereunder.  All money and property so delivered to
Secured Party under this paragraph is hereinafter called collateral.  Securities
and deposit accounts  evidenced by book-entries  shall be considered  "delivered
to" Secured Party for purposes of this  Agreement upon execution and delivery of
this Agreement to Secured Party or, as to such  securities  which are thereafter
acquired  by  Debtor,  upon  Debtor's  acquisition  thereof.   Portions  of  the
collateral  may be released  from pledge from time to time pursuant to the terms
of Section 3.1 of the Business  Loan  Agreement  dated April 30,  1998,  between
Debtor and Secured Party, as it may be amended or restated from time to time.

     (2) At any time,  without  notice,  and at the  expense of Debtor,  Secured
Party in its name or in the name of Debtor may, but shall not be  obligated  to:
(a) collect by legal proceedings or otherwise,  endorse, receive and receipt for
all  dividends,  interest,  principal  payments  and other sums now or hereafter
payable  upon or on  account  of said  collateral;  (b) make any  compromise  or
settlement it deems  desirable or proper with reference to the  collateral;  (c)
insure,   process  and  preserve  the   collateral;   (d)   participate  in  any
recapitalization,  reclassification,  reorganization, consolidation, redemption,
stock split,  merger or liquidation of any issuer of securities which constitute
collateral,  and in connection therewith may deposit or surrender control of the
collateral,  accept money or other property in exchange for the collateral,  and
take such action as it deems proper in connection therewith, and any other money
or  property  received in exchange  for the  collateral  shall be applied to the
indebtedness or held by Secured Party  thereafter as collateral  pursuant to the
provisions  hereof; (e) cause collateral to be transferred to its name or to the
name of its nominee;  (f) exercise as to the collateral  all the rights,  powers
and remedies of an owner  necessary to exercise its rights under this  paragraph
(3), but, except pursuant to paragraph (7) hereof,  Secured Party shall not vote
any securities constituting collateral except as instructed by Debtor.

     (3) The Debtor agrees to pay prior to delinquency all taxes, charges, liens
and assessments against the collateral,  and upon the failure of Debtor to do so
Secured  Party at its  option may pay any of them and shall be the sole judge of
the legality or validity thereof and the amount necessary to discharge the same.

     (4)  All  advances,  charges,  costs  and  expenses,  including  reasonable
attorneys'  fees,  incurred  or paid by  Secured  Party or any  Lending  Bank in
exercising  any right,  power or remedy  conferred  by this  Security and Pledge
Agreement or in the enforcement thereof, shall become a part of the indebtedness
secured  hereuder and shall be paid to Secured Party by Debtor  immediately  and
without  demand,  with  interest  thereon at an annual rate equal to the highest
rate of interest of any indebtedness  secured by this agreement . Such costs and
attorneys' fees shall include, without limitation, those incurred on any appeal,
as determined by the appellate court,  and any anticipated  costs and attorneys'
fees to pursue or collect and judgment,  and shall include the allocated cost of
in-house counsel.

     (5) At the  option of  Secured  Party and  without  necessity  of demand or
notice,  all or any part of the indebtedness of Debtor shall immediately  become
due and payable irrespective of any agreed maturity upon the happening of any of
the following  events ("Events of Default"):  (a) failure to keep or perform any
of the terms or provisions of this Security and Pledge Agreement; (b) default in
the payment of principal or interest or any indebtedness of Debtor when due; (c)
any  deterioration  or impairment  of the  collateral or any part thereof or any
decline or depreciation in the value or market price thereof  (whether actual or
reasonably anticipated),  which causes the collateral in the judgment of Secured
Party to become  unsatisfactory  as to character  or value;  (d) the levy of any
attachment, execution or other process against Debtor, or any of the collateral;
(e)  the  death,  insolvency,  failure  in  business,  commission  of an  act of
bankruptcy,  general  assignment  for the  benefit of  creditors,  filing of any
petition in  bankruptcy  or for relief under the  provisions  of the  Bankruptcy
Code, of, by, or against Debtor or any comaker,  accommodation  maker, surety or
guarantor  of the  indebtedness  or any  endorser of any note or other  document
evidencing  the  indebtedness.  Upon  the  happening  of any  of  the  foregoing
specified  events any agreement for further  financial  accommodation by Secured
Party or any Lending Bank shall terminate at its option.

     (6) Upon the  happening  of any Event of  Default,  Secured  Party may then
exercise as to such  collateral all the rights,  powers and remedies of an owner
and all rights,  powers and remedies of a secured party under the Oregon Uniform
Commercial  Code and other  laws,  including  the  right to vote any  securities
constituting  collateral,  and may elect to sell the  collateral  in one or more
sales  after  giving a notice in writing by mail to Debtor of such sale at least
five (5) days before the date fixed for such sale,  provided,  however,  that if
the collateral is perishable,  or threatens to decline  speedily in value, or is
of a type  customarily  sold on a  recognized  market,  then such  notice may be
dispensed  with;  the  proceeds  of such  sale  shall  be  applied  to:  (a) the
reasonable  expenses of retaking,  holding,  preparing for sale, selling and the
like,  reasonable  attorneys' fees and legal expenses  incurred by Secured Party
and (b) the indebtedness secured by the security interest herein created and the
surplus  if any to the  person  or  persons  entitled  thereto;  if  there  be a
deficiency,  Debtor will  promptly  pay the same to Secured  Party;  the Secured
Party may buy at any public sale and if the collateral is customarily  sold in a
recognized market, or is the subject of widely or regularly distributed standard
price  quotations,  Secured  Party  may buy at  private  sale.  Any  sale may be
conducted by an auctioneer or by an officer, attorney or agent of Secured Party.
Secured  Party and any Lending Bank may  exercise any rights of setoff,  without
notice,  against  any funds in any  deposit  account  maintained  by debtor with
Secured Party or any Lending Bank.

     (7) Secured Party shall be under no duty or obligation  whatsoever,  (a) to
make  or  give  any   presentment,   demands   for   performances,   notices  of
nonperformance,   protests,  notices  of  protest  or  notices  of  dishonor  in
connection  with any  obligations or evidences of  indebtedness  held by Secured
Party as  collateral,  or in  connection  with any  obligation  or  evidences of
indebtedness  which  constitute  in whole or in part  the  indebtedness  secured
hereunder,  or (b) to give  Debtor  notice of, or to exercise  any  subscription
rights or privileges, any rights or privileges to exchange, convert or redeem or
any other rights or privileges  relating to or affecting any collateral  held by
Secured Party.

     (8)  Secured  Party  may at any time  deliver  the  collateral  or any part
thereof  to Debtor  and the  receipt  of  Debtor  shall be a  complete  and full
acquittance for the collateral so delivered,  and Secured Party shall thereafter
be discharged from any liability or responsibility therefor.

     (9) Upon the transfer of all or any part of the indebtedness  Secured Party
or the Lending Bank may transfer all or any part of the  collateral and shall be
fully discharged  thereafter from all liability and responsibility  with respect
to such collateral so transferred,  and the transferee  shall be vested with all
the rights  and  powers of Secured  Party or the  Lending  Bank  hereunder  with
respect to such  collateral so  transferred;  but with respect to any collateral
not so  transferred  Secured Party and the Lending Banks shall retain all rights
and powers hereby given.

     (10) This is a continuing Security and Pledge Agreement and all the rights,
powers  and  remedies  hereunder  shall  apply to all past,  present  and future
indebtedness  of Debtor,  including that arising under  successive  transactions
which shall either continue the  indebtedness,  increase or decrease it, or from
time to time create new  indebtedness  after all or any prior  indebtedness  has
been satisfied,  and  notwithstanding  the death,  incapacity,  or bankruptcy of
Debtor, or any other event or proceeding affecting Debtor.

     (11) Until all indebtedness  shall have been paid in full the power of sale
and all other rights,  powers and remedies  granted to Secured  Party  hereunder
shall  continue  to exist  and may be  exercised  by  Secured  Party at the time
specified  hereunder  irrespective of the fact that the indebtedness or any part
thereof  may have  become  barred by any  statute  of  limitations,  or that the
personal liability of Debtor may have ceased.

     (12)  The  rights,  powers  and  remedies  given to  Secured  Party by this
Security  and Pledge  Agreement  shall be in addition to all rights,  powers and
remedies  given to Secured  Party by virtue of any  statute or rule of law.  Any
forbearance or failure or delay by Secured Party in exercising any right,  power
or remedy  hereunder shall not be deemed to be a waiver of such right,  power or
remedy,  and any  single  or  partial  exercise  of any  right,  power or remedy
hereunder  shall not preclude  the further  exercise  thereof;  and every right,
power and remedy of Secured Party shall  continue in full force and effect until
such right,  power or remedy is specifically  waived by an instrument in writing
executed by Secured Party.

     (13) Debtor  represents  and warrants that Debtor resides in, or, if Debtor
is not an individual,  has its chief executive  office in the state specified on
the signature  page hereof.  Debtor agrees to give Secured Party at least thirty
(30) days notice  before  changing  its state of  residence  or chief  executive
office.

     (14) In all cases  where more than one party  executes  this  Security  and
Pledge  Agreement all words used herein in the singular  shall be deemed to have
been used in the plural where the context and  construction so require,  and the
obligations and undertakings hereunder are joint and several.

     IN WITNESS WHEREOF,  Debtor has executed this Security and Pledge Agreement
this 30th day of April, 1998.


Advanced Machine Vision Corporation


                                        /s/ Alan R. Steel
-------------------------------         -------------------------------
William J. Young                        Alan R. Steel
Chairman, President & CEO               Vice President, Finance and CFO