Exhibit 10.29

                              BANK OF AMERICA NT&SA
                             BUSINESS LOAN AGREEMENT
                             -----------------------


     This Agreement  dated as of April 12, 1999 is between Bank of America NT&SA
(the "Bank") and Advanced Machine Vision Corporation (the "Borrower").

     1. FACILITY NO. 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 Two Million Dollars ($2,000,000).

     (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 Facility No. 1 Commitment.

     1.2 Availability  Period.  The line of credit is available between the date
of this  Agreement  and April 30, 2000 (the  "Facility  No. 1 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 plus .50 percentage point.

     (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 30,  1999,  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.

     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 rate is a rate per year. Interest will be paid on the last 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
2.35 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 1/100th 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 1/100th 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. FACILITY NO. 2 LETTERS OF CREDIT.

     2.1 At the  request of  Borrower,  between the date of this  Agreement  and
April 30,  2000 (the  "Facility  No. 2  Expiration  Date"),  the Bank will issue
standby letters of credit with a maximum  maturity of 365 days but not to extend
365 days beyond the Facility No. 2 Expiration Date; provided,  however, that the
maturity date may be  automatically  extended  each year for an additional  year
unless the Bank gives written notice to the contrary.

     2.2 Amount.  The amount of the letters of credit  (including  the drawn and
unreimbursed  amounts  of the  letters of credit)  may not exceed  Five  Hundred
Thousand Dollars ($500,000).

     2.3 Other Terms. The Borrower agrees:

     (a) if there is a default under this Agreement,  to immediately  prepay and
make the Bank whole for any outstanding letters of credit.

     (b) the  issuance of any letter of credit is subject to the Bank's  express
approval and must be in form and content  satisfactory  to the Bank and in favor
of a beneficiary acceptable to the Bank.

     (c) to sign the Bank's form Application and Agreement for Standby Letter of
Credit.

     (d) to pay any  issuance  and/or  other  fees  that the Bank  notifies  the
Borrower  will be charged for issuing and  processing  letters of credit for the
Borrower.

     (e) to allow the Bank to  automatically  charge its  checking  account  for
applicable fees, discounts and other charges.

     3. FEES AND EXPENSES

     3.1 Loan Fee. The Borrower agrees to pay a Two Thousand Five Hundred Dollar
($2,500) fee due upon execution of this Agreement.

     3.2 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.

     (c) The  Borrower  agrees to  reimburse  the Bank for the cost of  periodic
audits  and  appraisals  of  the  personal  property  collateral  securing  this
Agreement,  at such intervals as the Bank may reasonably require. The audits and
appraisals  may  be  performed  by  employees  of  the  Bank  or by  independent
appraisers.

     4. COLLATERAL

     4.1 Facility No. 1 Personal  Property.  The  Borrower's  obligations to the
Bank under Facility No. 1 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) Machinery, equipment and fixtures.

     (b) Inventory.

     (c) Receivables.

     4.2 Lent Collateral.  The Borrower's obligations to the Bank under Facility
No. 1 will be secured by personal  property  now owned or owned in the future by
Ventek,  Inc. and SRC Vision,  Inc. as listed below.  The  collateral is further
defined in security agreement(s) executed by Ventek, Inc. and SRC Vision, Inc.

     (a) Machinery, equipment and fixtures.

     (b) Inventory.

     (c) Receivables.

     4.3 Facility No. 2 Personal  Property.  The  Borrower's  obligations to the
Bank under Facility No. 2 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.  If at any time the outstanding balance of Facility No. 2
is less  than  the  Commitment,  securities  pledged  under  Section  4.3 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.

     (a) Marketable securities.

     Regulation U of the Board of Governors of the Federal Reserve System places
certain  restrictions  on loans  secured  by  margin  stock (as  defined  in the
Regulation).  If any of the  collateral  is margin  stock,  the  Borrower  shall
provide to the Bank a Form U-1 Purpose  Statement,  confirming  that none of the
proceeds  of the loan  will be used to buy or carry  any  margin  stock.  If the
Borrower  has any other loan made for the purpose of buying or  carrying  margin
stock (purpose  loan),  then the collateral  securing this loan shall not secure
the purpose loan, and the collateral  securing the purpose loan shall not secure
this loan.

     5. DISBURSEMENTS, PAYMENTS AND COSTS

     5.1  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.

     5.2  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.

     5.3 Telephone Authorization.

     (a) The Bank may honor telephone  instructions  for advances and 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  2801300995,  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.

     5.4 Direct Debit (Pre-Billing)

     (a) The  Borrower  agrees that the Bank will debit the  Borrower's  deposit
account number 2801300995 (the "Designated Account") on the date each payment of
principal  and  interest  and any fees from the  Borrower  becomes due (the "Due
Date").  If the Due Date is not a banking  day, the  Designated  Account will be
debited on the next banking day.

     (b)  Approximately  1 day prior to each Due Date, the Bank will mail to the
Borrower  a  statement  of the  amounts  that  will be due on that Due Date (the
"Billed  Amount").  The  calculation  will be made on the assumption that no new
extensions  of credit or payments  will be made  between the date of the billing
statement and the Due Date,  and that there will be no changes in the applicable
interest rate.

     (c) The Bank will  debit the  Designated  Account  for the  Billed  Amount,
regardless  of  the  actual  amount  of  principal  due  and  interest   accrued
(collectively, the "Accrued Amount").

     If the Billed Amount  debited to the  Designated  Account  differs from the
Accrued Amount, the discrepancy will be treated as follows:

          (i)   If the Billed Amount is less than the Accrued  Amount, the
                Billed Amount for the following Due Date will be increased by
                the amount of the discrepancy. The Borrower will not be in
                default by reason of any such discrepancy.

          (ii)  If the Billed Amount is more than the Accrued Amount, the Billed
                Amount for the following Due Date will be decreased by the
                amount of the discrepancy.

     Regardless of any such discrepancy,  interest will continue to accrue based
on the actual amount of principal outstanding without compounding. The Bank will
not pay the Borrower interest on any overpayment.

     (d) The Borrower will maintain  sufficient funds in the Designated  Account
to cover each debit. If there are insufficient  funds in the Designated  Account
on the date the Bank enters any debit  authorized by this  Agreement,  the debit
will be reversed.

     5.5 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  business 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.

     5.6 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.

     5.7 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.

     5.8 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.

     5.9 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.

     5.10 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.

     6. 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:

     6.1 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.

     6.2 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.

     6.3 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.

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

     6.5  Environmental  Questionnaire.  A  completed  Bank  form  Environmental
Questionnaire  and Disclosure  Statement,  together with an  environmental  site
assessment concerning any potential toxic or hazardous condition.

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

     6.7 Subordination Agreements. Subordination agreements in favor of the Bank
signed by Veneer Technology, Inc.

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

     7. 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:

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

     7.2 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.

     7.3  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.

     7.4 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.

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

     7.6 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, 1998, is:

     (a)  sufficiently  complete  to give the  Bank  accurate  knowledge  of the
Borrower'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.

     7.7 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.

     7.8 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.

     7.9 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.

     7.10 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.

     7.11 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.

     7.12 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.

     7.13 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  condition  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.

     Year 2000 Compliance. On the basis of a comprehensive review and assessment
of Borrower's  systems and  equipment  and inquiry made of  Borrower's  material
suppliers,  vendors and customers,  Borrower  reasonably believes that the "Year
2000  problem"  (that  is,  the  inability  of  computers,  as well as  embedded
microchips  in  non-computing   devices,  to  perform  properly   date-sensitive
functions  with respect to certain dates prior to and after  December 31, 1999),
including costs of remediation,  will not result in a material adverse change in
the  operations,  business,  properties,  condition  (financial or otherwise) or
prospects  of  Borrower.  Borrower  has  developed  feasible  contingency  plans
adequately to ensure  uninterrupted  and  unimpaired  business  operation in the
event of failure of its own or a third  party's  systems or equipment due to the
Year 2000 problem,  including those of vendors, customers and suppliers, as well
as a general  failure of or  interruption  in its  communications  and  delivery
infrastructure.

     8. COVENANTS

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

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

     8.2 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  fiscal  year-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 statements may be Borrower-prepared.

     (c) Within 45 days of  period's  end,  the  Borrower's  quarterly  accounts
receivable aging.

     8.3 Total  Liabilities to Tangible Net Worth.  To maintain a ratio of total
liabilities to tangible net worth,  calculated on a  fiscal-quarter  basis,  not
exceeding the amounts indicated for each period specified below:

                   Period                               Ratio
         -------------------------------              --------
         From the date of this Agreement
         Through December 30, 1999                    2.20:1.0

         December 31, 1999 through
         December 30, 2000                            1.65:1.0

         December 31, 2000 through
         December 30, 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.

     "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.

     8.4 Minimum Trading Asset Ratio. To maintain a minimum trading asset ratio,
calculated on a fiscal-quarter basis, 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.

     8.5 Cash Flow Ratio. To maintain a cash flow ratio,  calculated on a fiscal
year-end basis, 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 year. The current portion of long-term debt
will exclude the Notes to Veneer Technology, Inc.

     8.6 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 a normal trade credit.

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

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

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

     (e) Additional debts and lease  obligations for business  purposes,  which,
together with the debts permitted under  subparagraphs (a) through (d) above, do
not exceed a total principal amount of Five Hundred Thousand Dollars ($500,000).

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

     8.7 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  personal or real
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.

     8.8 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  and  any  government
authority.

     (c) any failure to comply with this Agreement.

     (d) any material  adverse change in the Borrower's  financial  condition or
operations.

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

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

     8.10  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.

     8.11  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.

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

     8.13 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.

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

     8.15 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.

     8.16  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.

     8.17 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-days 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 non-compliance  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.

     9. 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.

     10. 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  additional  credit
available  to the  Borrower,  and require the  Borrower to repay its entire debt
immediately  and without  prior notice.  If a bankruptcy  petition is filed with
respect to the Borrower,  the entire debt outstanding  under this Agreement will
automatically become due immediately.

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

     10.2 Non-compliance.  The Borrower fails to meet the condition 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 has with the Bank or any affiliate of
the Bank.

     10.3 Cross-default. Any default occurs under any agreement and is not cured
in any applicable  cure period in connection with any credit the Borrower or any
guarantor  has obtained  from anyone else or which the Borrower or any guarantor
has guaranteed.

     10.4  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.

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

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

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

     10.8 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 judgment is not discharged, vacated or reversed,
or its  execution  stayed  pending  appeal,  within 60 days of entry,  or is not
discharged within 60 days after the expiration of such stay.

     10.9 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.

     10.10  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.

     10.11 Material  Adverse  Change.  A material  adverse change occurs,  or is
reasonably  likely to  occur,  in the  Borrower's  or any  guarantor's  business
condition  (financial or  otherwise),  operations,  properties or prospects,  or
ability to repay the credit.

     10.12  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.

     11. ENFORCING THIS AGREEMENT; MISCELLANEOUS

     11.1 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.

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

     11.3  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
participations  in or assign this loan, and may exchange  financial  information
about the Borrower  with actual or potential  participants  or  assignees.  If a
participation is sold or the loan is assigned, the purchaser will have the right
of set-off against the Borrower.

     11.4 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.

     11.5  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.

     11.6 Costs.  If the Bank incurs any expenses in connection  with  enforcing
this Agreement or  administering  this Agreement  (including in connection  with
extending, 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.

     11.7 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.

     11.8 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.

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

     11.10  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.

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

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

     11.3 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/ Ron Farmer                          /s/ William J. Young
x--------------------------------       x---------------------------------------
By:      Ron Farmer                     By:      William J. Young
Title:   Vice President                 Title:   Chairman, President and CEO


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

                                        Address where notices to the Borrower
                                        are to be sent:
                                        3709 Citation Way #102
                                        Medford, OR 97504