<PAGE>

                                   EXHIBIT 10(b)

                                                                     Document 2

                                  AMENDMENT NO. 3
                                        AND
                              FORBEARANCE TO AND UNDER
                           THE REVOLVING CREDIT AGREEMENT


     AMENDMENT NO. 3 AND FORBEARANCE (this "AMENDMENT AND FORBEARANCE"), dated
as of December 4, 1998, to and under the Credit Agreement, dated as of March 18,
1998, by and among ROBOTIC VISION SYSTEMS, INC., a Delaware corporation 
(the "BORROWER"), the Lenders party thereto and THE BANK OF NEW YORK, as 
administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE 
AGENT") as heretofore amended and as may heretofore be amended, modified and 
supplemented from time to time (the "CREDIT AGREEMENT").

                                     RECITALS

     A.   Capitalized terms used herein which are not defined herein shall 
have the respective meanings ascribed thereto in the Credit Agreement.

     B.   As more fully described on Schedule I hereto (i) certain Events of 
Default have occurred and are continuing as of the fiscal quarter ended 
September 30, 1998 (the "EXISTING EVENTS OF DEFAULT") and (ii) certain 
additional Events of Default are anticipated to occur in the future during 
the period ended January 29, 1999 (the "ANTICIPATORY EVENTS OF DEFAULT"; and 
together with the Existing Events of Default, the "FORBEARANCE EVENTS OF 
DEFAULT")).

     C.   The Borrower has requested that the Administrative Agent and the 
Lenders agree (i) to amend certain provisions of the Credit Agreement to 
provide for the application of the gross proceeds from the sale of the 
Borrower's Aircraft Safety Division, (ii) to consent, pursuant to the terms 
of the Credit Agreement, to the sale of the Borrower's Aircraft Safety 
Division, (iii) to release from the liens created pursuant to the Security 
Agreement referred to in the Credit Agreement the assets of the Borrower's 
Aircraft Safety Division, and (iv) to forbear from exercising rights under 
the Loan Documents with respect to the Forbearance Events of Default, in each 
case to the extent and in the manner set forth below, and the Administrative 
Agent and the Lenders executing this Amendment and Forbearance are willing to 
do so subject to the terms and conditions hereof.

     In consideration of the covenants, conditions and agreements hereinafter 
set forth, and for other good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, the parties hereto agree as 
follows:

     SECTION 1. FORBEARANCE. (a) The Administrative Agent, the Lenders and 
the Borrower hereby acknowledge the existence, as of the date hereof, of the 
Existing Events of Default, and hereby acknowledge the future occurrence, on 
the dates described on Schedule I hereto, of the Anticipatory Events of 
Default. Subject to the satisfaction of the conditions set forth in Section 3 
hereof and so long as no Event of Default (other than the Forbearance Events 
of Default) shall have occurred and be continuing under the Credit Agreement, 
the Administrative Agent and the Lenders


<PAGE>

hereby agree to forbear, until the expiration of the Forbearance Period, from 
commencing any lawsuit or taking any action to enforce any of their 
respective and remedies under the Loan Documents (including, without 
limitation, disposing of or collecting upon any Collateral granted to secure 
payment under the Loan Documents) in connection with the Forbearance Events 
of Default; PROVIDED, HOWEVER, that such forbearance shall extend only to the 
foregoing specific Forbearance Events of Default and not to any other 
Defaults or Events of Default now existing or occurring after the Amendment 
No. 3 Effective Date and shall not in any way or manner restrict the 
Administrative Agent or the Lenders from exercising any rights or remedies 
they may have after the expiration or termination of the Forbearance Period.

    (b) The Administrative Agent and the Lenders hereby agree that during the 
Forbearance Period, the provisions of Section 3.1(b) of the Credit Agreement 
shall not apply and the default rate of interest described in such section 
shall not accrue and shall not be deemed to have accrued, at any time prior 
to or during the Forbearance Period (although interest shall continue to 
accrue at the rates otherwise applicable) as to any amounts payable or 
outstanding under the Credit Agreement; PROVIDED, that during the Forbearance 
Period all Revolving Loans shall be maintained as ABR Advances and may not be 
converted to Eurodollar Advances.

     SECTION 2.  AMENDMENTS TO CREDIT AGREEMENT. (a) Section 1.1 of the 
Credit Agreement is hereby amended by adding the following new definitions in 
appropriate alphabetical order:

              "AMENDMENT NO. 3": shall mean that certain 
              Amendment No. 3 and Forbearance to and under the 
              Credit Agreement, dated as of December __, 1998.

              "AMENDMENT NO. 3 EFFECTIVE DATE": shall have the 
              meaning set forth in Section 3 of Amendment No. 3.
 
              "FORBEARANCE EVENTS OF DEFAULT": shall have the
              meanings set forth in Recital B of Amendment No. 3.
 
              "FORBEARANCE PERIOD": shall mean the period 
              commercing on the Amendment No. 3 Effective Date
              and ending on the earliest to occur of (i) January 
              29, 1999, and (ii) the occurrence and continuance of 
              any Event of Default other than the Forbearance 
              Events of Default.

              "PURCHASE AGREEMENT": shall mean that certain Asset
              Purchase Agreement dated November 16, 1998 by and 
              between Rosemount Aerospace Inc. (the "PURCHASER") 
              and the Borrower, a true and correct copy of which 
              has heretofore been delivered to the Administrative
              Agent.


                                      -2-
<PAGE>

    (b) Section 2.4(b) of the Credit Agreement is hereby amended by deleting 
the word "and" immediately following subsection (ii) thereof, by deleting the 
period at the end of subsection (iii) thereof and inserting in lieu thereof a 
semi-colon and the word "and", and by inserting the following new subsection 
(iv) at the end thereof:

              "(iv) by an amount equal to (x) 50% of the Base 
              Purchase Price (as defined in the Purchase 
              Agreement) and (y) 50% of the Adjusted Balance 
              (as defined in Exhibit G to the Purchase 
              Agreement), it being understood and agreed that, 
              notwithstanding anything to the contrary 
              contained in subsection (i) above, the Borrower 
              shall be permitted to retain, for working capital 
              purposes (A) 50% of the Base Purchase Price 
              (subject to the payment of the legal fees and 
              expenses set forth in Section 3 to Amendment No. 
              3), (B) 100% of the first $75,000 of the Balance 
              payable to the Buyer (as defined in the Purchase 
              Agreement and described in Exhibit B to the 
              Purchase Agreement) and (C) 50% of the Adjusted 
              Balance."

    (c) Section 7.1 of the Credit Agreement is hereby amended by deleting the 
word "and" immediately following subsection (h) thereof, by deleting the 
period at the end of subsection (i) thereof and inserting in lieu thereof a 
semi-colon, and by inserting the following new subsections (j), (k), (l) and 
(m) at the end thereof:

              "(j) each of the following, in each case within 
              10 days of the end of such fiscal month, for the 
              immediately preceding fiscal month and separately 
              for the Borrower, each of the Subsidiaries, 
              divisions and major vendors and customers: (A) a 
              summary aging schedule of accounts receivable, 
              (B) a schedule of inventory (raw material, work 
              in process and finished goods), (C) a schedule of 
              payables and (D) schedules of revenue by 
              bookings, shipments and backlog, all in form 
              acceptable to the Administrative Agent;

              (k) collateral audits (at the Borrower's expense) 
              of the Borrower and any Subsidiaries and 
              divisions as the Administrative Agent or Required 
              Lenders shall direct, on a semi-annual basis or 
              such other basis as the Administrative Agent and 
              the Required Lenders may from time to time 
              reasonably require in their sole discretion;

                                   3


<PAGE>

              (1) no later than the second to last Business Day
              in each week, and in each case, separately for 
              the Borrower, each of the Subsidiaries and 
              divisions (A) a schedule of sales for the 
              immediately preceding week, (B) a schedule of 
              anticipated cash receipts and disbursements for 
              the immediately succeeding thirteen weeks and 
              (C) a schedule of actual cash receipts and 
              disbursements for the immediately preceding 
              thirteen weeks; and

              (m) bi-monthly, a status update on the 
              Borrower's efforts to obtain subordinated 
              financing and/or equity investments and proposed 
              asset dispositions outside the ordinary course 
              of business."

    (d)       Section 8.6 of the Credit Agreement is hereby amended by inserting
the following new subsection (e) at the end thereof:

              "(e) notwithstanding anything to the contrary 
              set forth in this Section 8.6, and subject to 
              the terms of Section 2.4(b)(iv) hereof, the sale 
              and disposition of the assets of the Borrower's 
              Aircraft Safety Division pursuant to the terms 
              of the Purchase Agreement, it being agreed that, 
              upon the occurrence of the Amendment No. 3 
              Effective Date, the Lenders shall be deemed to 
              have consented to, and do hereby authorize the 
              Administrative Agent to release any Liens the 
              Administrative Agent may have on the assets so 
              being sold or disposed of."

    (e)       Section 11.4(a) of the Credit Agreement is hereby amended by 
inserting the words "and the reasonable fees, charges and disbursements of a 
consultant retained by the Administrative Agent or the Lenders" immediately 
following the words "the reasonable fees, charges and disbursements of 
counsel," appearing in clause (i) thereof, and is hereby further amended by 
inserting the following words and the end of clause (i) thereof:

              "in addition thereto, to pay or reimburse the 
              Lenders for the reasonable fees, charges and 
              disbursements for one counsel selected by the 
              Lenders, in connection with the preparation, 
              negotiation and execution of any amendment, 
              supplement or modification to any of the Loan 
              Documents (whether or not executed or 
              effective), any documents prepared in connection 
              therewith and the consummation of the 
              transactions contemplated thereby and"


                                       -4-



<PAGE>

     SECTION 3. This Amendment and Forbearance shall not become effective 
until the date (the "Amendment No. 3 Effective Date") on which each of the 
following has occurred:

     (a)   The Administrative Agent shall have executed this Amendment and 
Forbearance and shall have received the consent thereto of each of the 
Lenders, the Borrower and the Subsidiary Guarantors;

     (b)   The Purchaser shall have advised the Administrative Agent (by 
telephone, confirmed by facsimile transmission) that, concurrently with the 
Amendment No. 3 Effective Date and the release by the Administrative Agent of 
the liens created pursuant to the Security Agreement on the asset of the 
Borrower's Aircraft Safety Division, it has transmitted the Base Purchase 
Price (as defined in the Purchase Agreement), by wire transfer of immediately 
available funds, into an account under the exclusive dominion and control of 
the Administrative Agent;

     (c)   The transactions contemplated by the Purchase Agreement shall have 
been consummated by not later than December 11, 1998;

     (d)   The Borrower and the Subsidiary Guarantors shall have executed and 
delivered an amendment and restatement of the Security Agreement in form and 
substance satisfactory to the Administrative Agent, together with executed 
UCC-3 and UCC-2 amendment statements for filing in appropriate jurisdictions;

     (e)   The Administrative Agent shall have received the favorable opinion 
of counsel to the Borrower and the Subsidiary Guarantors, in form and 
substance satisfactory to the Administrative Agent;

     (f)   The Borrower, through its direction referred to in the last phrase 
of this sentence, shall have caused provision to be made for payment of (i) 
the past due legal expenses of Emmet, Marvin & Martin, LLP, counsel to the 
Administrative Agent, in the amount of $33,672.03 and the additional 
reasonable fees and disbursements of such firm prior to the Amendment No. 3 
Effective Date and (ii) the reasonable legal fees and disbursements of 
Zalkin, Rodin & Goodman LLP, counsel for the Lenders, in connection with the 
negotiation, preparation and execution of this Amendment and Forbearance, and 
the documents and certificates executed in connection therewith, it being 
agreed that, by its execution at the foot hereof, the Borrower shall be 
deemed to have directed the Administrative Agent to debit such amounts in (i) 
and (ii) herein from the portion of the Base Purchase Price permitted to be 
retained by the Borrower as provided for in Section 2.4(b)(iv) of the Credit 
Agreement, and for the balance thereof to be transferred into the Borrower's 
operating account (Account No. 690-0761641) maintained with the 
Administrative Agent;

     (g)   (i) The Borrower shall be in compliance with all of the terms and 
provisions set forth in the Credit Agreement (excluding the forbearance 
Events of Default) to be observed and performed by it; (ii) all 
representations and warranties contained in Article 4 of the Credit Agreement 
(excluding the Forbearance Events of Default) shall be true and correct in 
all material respects on and as of the Amendment No. 3 Effective Date with 
the same effect as if made on and as of such date except to the extent such 
representations and warranties expressly related to an earlier date; and (iii)


                                     -5-
<PAGE>


after giving effect to this Amendment and Forbearance, no Event of Default or 
event which upon notice or lapse of time or both would constitute an Event of 
Default shall have occurred and be continuing (other than the Forbearance 
Events of Default); and

    (h)  The Administrative Agent shall have received such other documents as 
it shall reasonably request.

    SECTION 4. The Borrower agrees to pay to Errunet, Marvin & Martin, LLP 
and Zalkin, Rodin & Goodman LLP any reasonable fees and disbursements of such 
firms in connection with the transactions contemplated hereby (including 
those incurred subsequent to the Amendment No. 3 Effective Date in connection 
with post-closing matters including, without limitation, filing of UCC-3 and 
UCC-2 amendments) promptly upon the presentation of an invoice therefor. The 
Borrower authorizes and directs the Administrative Agent to debit the 
Borrower's account referred to above and pay such amounts no earlier than 
three (3) days subsequent to such presentation.

    SECTION 5. By their execution at the foot hereof, each of the Borrower 
and each Subsidiary Guarantor hereby reaffirms and admits the validity and 
enforce ability of the Credit Agreement and the other Loan Documents and all 
of its obligations thereunder and admits that it has no defense, offset or 
counterclaim thereto.

    SECTION 6. This Amendment and Forbearance and the consents hereto may be 
executed in any number of counterparts, each of which shall be an original and 
all of which shall constitute one agreement. It shall not be necessary in 
making proof of this Amendment and Forbearance and the consents hereto to 
produce or account for more than one counterpart signed by the party to be 
charged.

    SECTION 7. This Amendment and Forbearance is being delivered in and is 
intended to be performed in the State of New York and shall be construed and 
enforceable in accordance with, and be governed by, the internal laws of the 
State of New York without regard to principles of conflict of laws. 

    SECTION 8. Upon compliance with the provisions of Section 3 hereof, the 
Lenders shall be deemed to have consented to the Borrower's sale of its 
Aircraft Safety Division and directed the Administrative Agent to release 
form the liens created by the Security Agreement the assets of the Borrower's 
Aircraft Safety Division.


                                       -6-
<PAGE>

                              ROBOTIC VISION SYSTEMS, INC. 
                            AMENDMENT NO. 3 AND FORBEARANCE
                            TO AND UNDER THE CREDIT AGREEMENT


     IN WITNESS WHEREOF, the Borrower and the Administrative Agent have 
caused this Amendment and Forbearance to be duly executed and delivered by 
their proper and duly authorized officers as of the day and year first above 
written.


                                       ROBOTIC VISION SYSTEMS, INC.


                                       By: Pat V. Coster
                                           -------------------------------
                                       Name: Pat V. Coster
                                             -----------------------------
                                       Title: Chief Executive Officer
                                              ----------------------------



                                       THE BANK OF NEW YORK, individually
                                       and as Administrative Agent



                                       By:  Edward J. Desalvio
                                           -------------------------------
                                       Name: EDWARD J. DeSALVIO
                                             -----------------------------
                                       Title: VICE PRESIDENT
                                              ----------------------------






                                        -7-


<PAGE>




                              ROBOTIC VISION SYSTEMS, INC. 
                            AMENDMENT NO. 3 AND FORBEARANCE
                            TO AND UNDER THE CREDIT AGREEMENT


CONSENTED TO:

FIRST UNION NATIONAL BANK


By:  /s/ Anne D. Brehany
   -------------------------------
Name:   Anne D. Brehany
      -----------------------------
Title:   Vice President
      ----------------------------



                                       -8-


<PAGE>



                              ROBOTIC VISION SYSTEMS, INC. 
                            AMENDMENT NO. 3 AND FORBEARANCE
                            TO AND UNDER THE CREDIT AGREEMENT


CONSENTED TO:

FLEET BANK, N.A.


By: Donald R. Nicholson
   -------------------------------
Name: Donald R. Nicholson
      -----------------------------
Title: SVP
      ----------------------------





                                       -9-

<PAGE>



                              ROBOTIC VISION SYSTEMS, INC. 
                            AMENDMENT NO. 3 AND FORBEARANCE
                            TO AND UNDER THE CREDIT AGREEMENT


CONSENTED TO:

SYSTEMATION ENGINEERED PRODUCTS, INC.
VANGAURD AUTOMATION, INC.



By: Pat V. Costa
   -------------------------------
Name: Pat V. Costa
      -----------------------------
Title: Chief Executive Officer
      ----------------------------


NORTHEAST ROBOTICS LLC
By:  Robotic Vision Systems, Inc.
     as Sole Member and Manager  
     of Acuity Imaging LLC,
     As Sole Member and Manager


By: Pat V. Costa
   -------------------------------
Name: Pat V. Costa
      -----------------------------
Title: Chief Executive Officer
      ----------------------------



                                       -10-

<PAGE>



                              ROBOTIC VISION SYSTEMS, INC. 
                            AMENDMENT NO. 3 AND FORBEARANCE
                            TO AND UNDER THE CREDIT AGREEMENT


CONSENTED TO:



ACUITY IMAGING LLC
By:  Robotic Vision Systems, Inc.
     as Sole Member and Manager  

By: Pat V. Costa
   -------------------------------
Name: Pat V. Costa
      -----------------------------
Title: Chief Executive Officer
      ----------------------------



CIMATRIX LLC
By:  Robotic Vision Systems, Inc.
     as Sole Member and Manager  

By: Pat V. Costa
   -------------------------------
Name: Pat V. Costa
      -----------------------------
Title: Chief Executive Officer
      ----------------------------                                          

                                         -11-



<PAGE>

                                     SCHEDULE I
                            FORBEARANCE EVENTS OF DEFAULT

(i)  EXISTING EVENTS OF DEFAULT

     Section 8.14(a)     Leverage Ratio

     Section 8.14(b)     Ratio of Total Liabilities to Tangible Net Worth

     Section 8.14(c)     Consolidated Working Capital

     Section 8.14(d)     Quick Ratio

     Section 8.14(e)     Consolidated Tangible Net Worth

(ii) ANTICIPATORY EVENTS OF DEFAULT

     Same as (i) above




                                       -12-