Exhibit 4.8

                       ADVANCED MACHINE VISION CORPORATION
                  AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT
                  =============================================

     THIS AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT ("Amendment") is made as
of September 25, 1997 by and between _________________________  ("Employee") and
Advanced Machine Vision Corporation (the "Company").

                                  R E C I T A L

     On January 10,  1997,  Employee  and  Company  entered a  Restricted  Stock
Agreement  ("Agreement")  pursuant to which  Employee was granted  _____________
shares of restricted  stock pursuant to the 1997 Restricted Stock Plan ("Plan").
The  restrictions  as to 10% of the shares (the "10% shares") were that Employee
must remain  employed on the third  anniversary  of the Agreement and pay to the
Company  $1.80 per share.  The  restrictions  as to 90% of the shares  (the "90%
shares") were the same as for the 10% shares and a requirement  that the closing
price of the  Company's  Class A Common  Stock be at least  $20 per share for 30
consecutive  days  at any  time  prior  to the  third  anniversary  date  of the
Agreement.

                                A G R E E M E N T

     NOW,  THEREFORE,  to simplify the  Company's  capital  structure  and in an
effort to increase  shareholder value through the reduction of total outstanding
shares,   Employee  contributes  back  to  the  Company  ___________  shares  of
restricted  stock  which  constitutes  the 90%  Shares.  The 90% Shares  will be
canceled  by the  Company,  and a new  share  certificate  will be issued to the
Employee for the 10% Shares.  The 90% Shares  shall once again become  available
under the Plan. The  restrictions  and other terms of the Agreement with respect
to the 10% Shares shall remain unchanged.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.

                                             ADVANCED MACHINE VISION CORPORATION

                                             By_________________________________

                                             Title:_____________________________


                                             EMPLOYEE

                                             ___________________________________
                                                       (Signature)

                                             Address:

                                             ___________________________________

                                             ___________________________________

<PAGE>

                       ADVANCED MACHINE VISION CORPORATION
                  AMENDMENT NO. 2 TO RESTRICTED STOCK AGREEMENT
                  =============================================

     THIS AMENDMENT NO. 2 TO RESTRICTED STOCK AGREEMENT ("Amendment") is made as
of August  5,  1998 by and  between  ________________________  ("Employee")  and
Advanced Machine Vision Corporation (the "Company").

                                 R E C I T A L S

     On January 10,  1997,  Employee  and  Company  entered a  Restricted  Stock
Agreement  ("Agreement")  pursuant to which  Employee was granted  _____________
shares of restricted  stock pursuant to the 1997 Restricted Stock Plan ("Plan").
The  restrictions  as to 10% of the shares (the "10% shares") were that Employee
must remain  employed on the third  anniversary  of the Agreement and pay to the
Company  $1.80 per share.  The  restrictions  as to 90% of the shares  (the "90%
shares") were the same as for the 10% shares and a requirement  that the closing
price of the  Company's  Class A Common  Stock be at least  $20 per share for 30
consecutive  days  at any  time  prior  to the  third  anniversary  date  of the
Agreement.

     To simplify the  Company's  capital  structure and in an effort to increase
shareholder  value through the reduction of total outstanding  shares,  Employee
contributed  back to the Company  ___________  shares of restricted  stock which
constituted  the 90% Shares.  The 90% Shares were  canceled by the Company.  The
restrictions  and other terms of the  Agreement  with  respect to the 10% Shares
remained unchanged.

                                A G R E E M E N T

     NOW,  THEREFORE,  to clarify the forfeiture  language in Paragraph 2 of the
Restricted Stock Agreement, such paragraph is amended as follows:

         In the  fourth  line of  paragraph  2, the phrase  "terminates  for any
         reason at any time prior to the third  anniversary  of this award or if
         the  payments  required  hereunder  are not  made" is  replaced  by "is
         terminated for cause at any time prior to the third anniversary date of
         this award or if the payments required hereunder are not made within 90
         days of  termination  other  than  for  cause,  including  constructive
         termination  and  termination  following a change in control (the terms
         "cause,"  "constructive  termination"  and "change in  control"  are as
         defined in the January 1, 1998 employment  agreement  between  Employee
         and the Company)."

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.

                                             ADVANCED MACHINE VISION CORPORATION

                                             By_________________________________

                                             Title:_____________________________


                                             EMPLOYEE

                                             ___________________________________
                                                       (Signature)

                                             Address:

                                             ___________________________________

                                             ___________________________________