EXHIBIT 10.2


                       ADVANCED MACHINE VISION CORPORATION
                       1997 NONQUALIFIED STOCK OPTION PLAN


     1. Purpose. The Advanced Machine Vision Corporation 1997 Nonqualified Stock
Option Plan (the "Plan") is hereby  established  to grant to key  employees  and
consultants  of  Advanced  Machine  Vision   Corporation  and  its  Subsidiaries
(individually and collectively, the "Company") an opportunity to acquire Class A
Common Stock of Advanced Machine Vision Corporation (the "Stock"), and to create
an  incentive  for such  persons to remain in the employ of the  Company  and to
contribute to its success.

     As used in the Plan,  the term "Code" shall mean the Internal  Revenue Code
of 1986,  as amended,  and any  successor  statute,  and the terms  "Parent" and
"Subsidiary"  shall have the meaning set forth in Sections 424(e) and (f) of the
Code.

     2. Administration. The Plan shall be administered by the Board of Directors
or  a  Plan   Committee   of  the  Board  of   Directors  of  the  Company  (the
"Administrator"). The Administrator shall consist of two members of the Board of
Directors  who  are   "Non-Employee   Directors"  within  the  meaning  of  Rule
16b-3(b)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  The  Administrator  shall  determine the meaning and  application of the
provisions of the Plan and all option agreements executed pursuant thereto,  and
its  decisions  shall be  conclusive  and binding upon all  interested  persons.
Subject to the  provisions of the Plan,  the  Administrator  shall have the sole
authority to determine:

     (a)    The persons to whom options to purchase Stock shall be granted;

     (b)    The number of options to be granted to each person;

     (c)    The price to be paid for the Stock upon the exercise of each option;

     (d)    The period within which each option shall be exercised; and

     (e)    The terms and conditions of each stock option agreement entered into
            between the Company and persons to whom the Company has granted an
            option.

     3. Eligibility. Key employees and consultants of the Company, as determined
by the  Administrator,  shall be eligible to receive grants of options under the
Plan.

     4.  Stock  Subject  to Plan.  There  shall be  reserved  for issue upon the
exercise of options granted under the Plan 500,000 shares of Stock or the number
of shares of Stock,  which,  in  accordance  with the  provisions  of Section 10
hereof,  shall be  substituted  therefore.  Such  shares may be  authorized  but
unissued  shares or treasury  shares.  If an option granted under the Plan shall
expire or  terminate  for any reason  without  having  been  exercised  in full,
unpurchased  shares subject thereto shall again be available for the purposes of
the Plan unless prohibited by law.

     5.    Terms of Options.

           (a)  Nonqualified  Stock Options.  Only  nonqualified  options may be
granted under the Plan.  Each  nonqualified  stock option granted under the Plan
shall be evidenced by a stock option  agreement  between the person to whom such
option is granted and the Company.  Such stock option  agreement  shall  provide
that the option is subject to the  following  terms and  conditions  and to such
other terms and conditions not inconsistent  therewith as the  Administrator may
deem appropriate in each case:

                  (1) Option Exercise  Price.  The exercise price to be paid for
each share of Stock upon the  exercise of an option shall be  determined  by the
Administrator  at the time the option is granted,  but shall in no event be less
than 85% of the  fair  market  value of the  shares  on the date the  option  is
granted.  As used in this Plan,  the term "date the option is granted" means the
date on which the  Administrator  authorizes the grant of an option hereunder or
any later date specified by the  Administrator.  Fair market value of the shares
shall be (i) the  closing  price of shares  of Stock  sold on a  national  stock
exchange  on the date the  option  is  granted  (or if there was no sale on such
date,  the closing price on the most recent date the Stock  traded),  or (ii) if
the Stock is not listed on a national  stock  exchange on the date the option is
granted, the closing price of the Stock in the National  over-the-counter market
on the date the  option is  granted,  or (iii) if the Stock is not traded in any
market,  that price  determined  by the  Administrator  to be fair market value,
based upon such evidence as it may think necessary or desirable.

                  (2) Period of Option.  The period or periods  within  which an
option may be exercised shall be determined by the Administrator at the time the
option is  granted,  but shall in no event  exceed  ten years  from the date the
option is granted.

                  (3) Payment  for Stock.  The option  exercise  price for Stock
purchased  under an option  shall be paid in full at the time of  purchase.  The
Administrator  may provide  that the option  exercise  price be payable,  at the
election of the holder of the option, with the consent of the Administrator,  in
whole or in part either in cash or by delivery  of Stock in  transferable  form,
such Stock to be valued for such purpose at its fair market value on the date on
which the  option is  exercised.  No share of Stock  shall be issued  until full
payment  therefor  has been made,  and no  employee  shall have any rights as an
owner  of  shares  of  Stock  until  the date of  issuance  to him of the  stock
certificate evidencing such Stock.

     6.  Nontransferability.  The options granted  pursuant to the Plan shall be
nontransferable  except by will or the laws of  descent  and  distribution,  and
shall be exercisable  during the  Optionee's  lifetime only by him and after his
death, by his personal  representative  or by the person entitled  thereto under
his will or the laws of intestate succession.

     7.   Termination  of  Employment.   Upon   termination  of  the  Optionee's
employment,  his rights to  exercise  options  then held by him shall be only as
follows:

           (a)  Retirement  or  Disability.  If  the  Optionee's  employment  is
terminated by reason of his retirement by the Company,  or, with the approval of
the Administrator,  because of disability or other reasons, he may, within three
months following such  termination,  exercise the option to the extent the right
to exercise had accrued at the time of termination of  employment.  However,  in
the  event of his death  prior to the end of the  three-month  period  after the
aforesaid  termination  of his  employment,  his estate  shall have the right to
exercise the option within one year following such  termination  with respect to
all or any part of the  shares  subject  thereto,  to the  extent  the  right to
purchase such shares had accrued at the time of termination of employment.

           (b) Death.  If an Optionee's  employment is terminated by death,  his
estate shall have the right, for a period of one year following the date of such
death,  to exercise  the option to the extent the right to exercise  had accrued
prior to the date of his death.

           (c) Other Terminations.  When an Optionee's  employment is terminated
for any reason other than those  provided in Sections  7(a) and 7(b) above,  his
options shall be exercised  only if and to the extent that they are  exercisable
on the date of termination of his  employment,  and such options shall terminate
thirty days following the date of his  termination  of employment.  In no event,
however,  shall such options be  exercised  pursuant to this Section 7 after the
expiration date set forth in Paragraph 2 of the option agreement.

     8. Acceleration upon Termination or Sale of Company.  The Administrator may
determine  to  accelerate  the  exercisability  of  any  or  all  options  after
termination of employment.  In the event the Company or its  stockholders  enter
into an  agreement  to  dispose  of all or  substantially  all of the  assets or
capital  stock  of the  Company  by  means  of a  sale,  merger,  consolidation,
reorganization,  liquidation or otherwise,  an option granted under the Plan, in
addition to  accelerated  exercisability  under any  provisions of Section 10(b)
hereof that may be applicable, will, in the discretion of the Administrator,  if
so authorized by the Board of Directors and  conditioned  upon  consummation  of
such disposition of assets or stock,  become immediately  exercisable during the
period  commencing as of the date of the execution of such  agreement and ending
as of the  earlier of the stated  termination  date of the option or the date on
which the  disposition  of  assets or stock  contemplated  by the  agreement  is
consummated.

     9.  Transfer to Related  Corporation.  In the event an employee  leaves the
employ of the  Company to become an  employee  of a  Subsidiary  or an  employee
leaves  the  employ of a  Subsidiary  to become an  employee  of the  Company or
another Subsidiary, such employee shall be deemed to continue as an employee for
the purposes of this Plan.

     10.   Adjustment of Shares.

           (a) In the event of  changes  in the  outstanding  Stock by reason of
stock dividends, stock splits, reverse stock splits, split-ups,  consolidations,
recapitalizations,   reorganizations  or  like  events  (as  determined  by  the
Administrator),  an appropriate adjustment shall be made by the Administrator in
the number of shares  reserved under the Plan, in the number of shares set forth
in Section 4 hereof,  and in the number of shares and the option price per share
specified in any stock option agreement with respect to any unpurchased  shares.
The  determination of the  Administrator  as to what  adjustments  shall be made
shall be conclusive.  Adjustments for any options to purchase  fractional shares
shall also be  determined by the  Administrator.  The  Administrator  shall give
prompt notice to all optionees of any adjustment pursuant to this Section.

           (b) Section 10(a) above to the contrary notwithstanding, in the event
of any merger, consolidation or other reorganization of the Company in which the
Company is not the surviving or  continuing  corporation  (as  determined by the
Administrator) or in the event of the liquidation or dissolution of the Company,
all options  granted  hereunder  shall  terminate on the  effective  date of the
merger,  consolidation,  reorganization,  liquidation, or dissolution unless the
agreement  with respect  thereto  provides for the assumption of such options by
the continuing or surviving corporation. Any other provision of this Plan to the
contrary  notwithstanding,  all outstanding  options granted  hereunder shall be
fully  exercisable  for a period of 30 days prior to the  effective  date of any
such merger, consolidation,  reorganization,  liquidation, or dissolution unless
such options are assumed by the continuing or surviving corporation.

     11. Securities Law Requirements.  The Administrator may require prospective
optionees,  as a condition of either the grant or the exercise of an option,  to
represent and establish to the satisfaction of the Administrator that all shares
of  Stock  acquired  upon the  exercise  of such  option  will be  acquired  for
investment  and not for  resale.  The  Company  may refuse to permit the sale or
other  disposition of any shares  acquired  pursuant to any such  representation
until it is  satisfied  that  such  sale or other  disposition  would  not be in
contravention of applicable state or federal securities law.

     12. Tax  Withholding.  The  Company  may  require an optionee to pay to the
Company  all  applicable  federal,  state and local  taxes  which the Company is
required  to  withhold  with  respect  to  the  exercise  of an  option  granted
hereunder.

     13.  Amendment.  The Board of Directors may amend the Plan at any time. The
provisions  of the Plan  shall not be amended  more than once every six  months,
other than to comport with changes in the Internal  Revenue  Code,  the Employee
Retirement Income Security Act, or the rules thereunder.

     14.  Termination.  The Plan shall terminate  automatically on September 23,
2007.  The Board of Directors may  terminate  the Plan at any earlier time.  The
termination  of the Plan shall not affect the  validity of any option  agreement
outstanding  at the date of such  termination,  but no option  shall be  granted
after such date.

     15.  Effective  Date.  The Plan shall be effective upon its adoption by the
Board of Directors of the Company which is September 23, 1997.

<PAGE>


                       NONQUALIFIED STOCK OPTION AGREEMENT


     THIS  AGREEMENT  is made as of the  23rd  day of  September,  1997,  by and
between   Advanced   Machine   Vision    Corporation   (the   "Company"),    and
________________________ ("Optionee").

                               W I T N E S S E T H

     WHEREAS,  pursuant to the 1997  Nonqualified  Stock Option Plan (the "Stock
Option Plan"), the Board of Directors of the Company (the "Plan  Administrator")
has  authorized  the  granting  to Optionee of a  nonqualified  stock  option to
purchase  the number of shares of Class A Common Stock  ("Common  Stock") of the
Company  specified in Paragraph 1 hereof, at the price specified  therein,  such
option to be for the term and upon the terms and conditions hereinafter stated;

     NOW, THEREFORE, in consideration of the promises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:

     1.  Number of Shares;  Option  Price.  Pursuant  to said action of the Plan
Administrator,  the Company  hereby grants to Optionee the option  ("Option") to
purchase,  upon and  subject to the terms and  conditions  of said Stock  Option
Plan,  all or any part of  _________  shares of Common  Stock of the Company for
cash at the price of $______ per share.

     2. Term. This Option shall expire on  _________________  unless such Option
shall have been terminated  prior to that date in accordance with the provisions
of the Stock Option Plan or this Agreement (the "Termination  Date").  The terms
"Parent"  and  "Subsidiary"  herein mean a parent  corporation  or a  subsidiary
corporation, as such terms are defined in the Stock Option Plan.

     3.  Vesting.  This Option  shall vest and be  exercisable  as to  _________
shares on and after ________________.  The Option shall thereafter remain wholly
exercisable until and including the Termination Date,  provided that Optionee is
then and has  continuously  been in the  employ  of the  Company,  a Parent or a
Subsidiary; subject, however, to the provisions of Paragraph 5 hereof.

     4. Exercise. The Option may be exercised by written notice delivered to the
Company  stating the number of shares with  respect to which the Option is being
exercised,  together  with a check made  payable to the Company in the amount of
the purchase price of such shares plus the amount of applicable  federal,  state
and local withholding taxes and the written statement  provided for in Paragraph
9 hereof,  if  required  by said  Paragraph  9. Not less than 100  shares may be
purchased  at any one time  unless  the  number  purchased  is the total  number
purchasable under such Option at the time. Only whole shares may be purchased.

     5. Exercise on  Termination  of  Employment.  If Optionee shall cease to be
employed  by, or ceases to be a consultant  or otherwise to render  services to,
the Company, a Parent or a Subsidiary, Optionee's right to exercise his options,
if any,  shall be governed by Section 7 of the Stock Option Plan.  References in
such  Section 7 to  "employment"  shall mean the  cessation  of  services to the
Company,  a  Parent  or a  Subsidiary  in the case of any  person  who is not an
employee.

     6. Nontransferability. The Option may not be assigned or transferred except
by will or by the laws of descent and distribution, and may be exercised only by
Optionee during his lifetime and after his death, by his personal representative
or by the  person  entitled  thereto  under  his will or the  laws of  intestate
succession.

     7.  Optionee  Not  a  Shareholder.  Optionee  shall  have  no  rights  as a
shareholder  with  respect to the Common  Stock of the  Company  covered by such
Option until the date of issuance of a stock  certificate or stock  certificates
to him upon exercise of the Option.  No adjustment will be made for dividends or
other  rights  for  which  the  record  date is  prior to the  date  such  stock
certificate or certificates are issued,  except as provided in Section 10 of the
Stock Option Plan.

     8.  Modification  and  Termination.  The rights of Optionee  are subject to
modification  and termination in certain events as provided in Sections 7 and 10
of the Stock Option Plan.

     9. Restrictions on Sale of Shares. Optionee represents and agrees that upon
his  exercise of the Option,  in whole or in part,  unless there is in effect at
that time under the Securities Act of 1933, as amended, a registration statement
relating to the shares  issued to him, he will acquire the shares  issuable upon
exercise  of this Option for the  purpose of  investment  and not with a view to
their resale or further  distribution,  and that upon such  exercise  thereof he
will furnish to the Company a written statement to such effect,  satisfactory to
the Company in form and substance.  Optionee agrees that any certificate  issued
upon  exercise  of  this  Option  may  bear  a  legend   indicating  that  their
transferability  is restricted in accordance with  applicable  state and federal
securities law. Any person or persons entitled to exercise this Option under the
provisions of Paragraphs 5 and 6 hereof shall,  upon each exercise of the Option
under  circumstances  in which  Optionee  would be  required  to furnish  such a
written  statement,  also furnish to the Company a written statement to the same
effect, satisfactory to the Company in form and substance.

     10. Plan Governs.  This Agreement and the Option  evidenced hereby are made
and granted pursuant to the Stock Option Plan and are in all respects limited by
and  subject to the  express  terms and  provisions  of that Plan,  as it may be
amended from time to time and construed by the Plan  Administrator  of the Board
of Directors of the Company.  Optionee hereby acknowledges  receipt of a copy of
the Stock Option Plan.

     11. Notices. All notices to the Company shall be addressed to the President
of the Company at the principal  office of the Company at 2067  Commerce  Drive,
Medford,  Oregon,  97504,  and all notices to  Optionee  shall be  addressed  to
Optionee   at  the  address  of  Optionee  on  file  with  the  Company  or  its
Subsidiaries,  or to such other  address as either may designate to the other in
writing.  A notice  shall be deemed to be duly given if and when  enclosed  in a
properly addressed sealed envelope deposited,  postage prepaid,  with the United
States Postal  Service.  In lieu of giving notice by mail as aforesaid,  written
notice under this Agreement may be given by personal  delivery to Optionee or to
the President of the Company (as the case may be).

     12. Sale or Other  Disposition.  If Optionee at any time  contemplates  the
disposition (whether by sale, gift, exchange,  or other form or transfer) of any
shares  acquired  by exercise of this  Option,  he or she will first  notify the
Company in writing of such proposed  disposition  and cooperate with the Company
in complying with all applicable  requirements of law, which, in the judgment of
the Company, must be satisfied prior to such disposition.

     13.  180-Day  Holdback.  In accepting  the grant of this  Option,  Optionee
hereby  agrees  that,  in the event of an  underwritten  public  offering of the
Company's  securities  pursuant to which any of its  securities  are  registered
pursuant  to the  Securities  Act of 1933,  as  amended,  and to the  extent the
underwriter of such offering requests that the shareholders of the Company agree
to do so, the Optionee  will agree not to sell any of the Common Stock issued or
issuable  upon  exercise  of this Option for a period of at least 180 days after
the closing of such public offering, and to sign a 180-day holdback agreement to
that effect.

     IN WITNESS WHEREOF, the Company has executed this Nonqualified Stock Option
Agreement as of the date and year first above written.

                                            ADVANCED MACHINE VISION CORPORATION


                                            By:_________________________________

                                            Title:______________________________


                                            OPTIONEE:


                                            By:_________________________________
                                                        (Signature)

                                            ____________________________________
                                                  (Typed or Printed Name)