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                                                                    EXHIBIT 10.8

                       FIRST AMENDMENT TO REVOLVING CREDIT
                             AND SECURITY AGREEMENT


            THIS FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (the
"Agreement") is entered into as of September 10, 2001 by and among Robotic
Vision Systems, Inc., a corporation organized under the laws of the State of
Delaware ("Robotic") (successor by merger to CiMatrix LLC, a limited liability
company organized under the laws of the State of Delaware ("CiMatrix"), Acuity
Imaging LLC, a limited liability company organized under the laws of the State
of Delaware ("Acuity"), Systemation Engineered Products, Inc., a corporation
organized under the laws of the State of Wisconsin ("Systemation"), Vanguard
Automation, Inc., a corporation organized under the laws of the State of
Delaware ("Vanguard") and Northeast Robotics LLC, a limited liability company
organized under the laws of the State of Delaware ("Northeast Robotics")) (each
a "Borrower" and collectively "Borrowers"), the financial institutions which are
now or which hereafter become a party hereto (collectively, the "Lenders" and
individually a "Lender") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent
for Lenders (PNC, in such capacity, the "Agent").


                                    RECITALS

            WHEREAS, the Borrowers and PNC entered into a Revolving Credit and
Security Agreement dated April 28, 2000 (as may be further amended) (the "Loan
Agreement"); and

            WHEREAS, CiMatrix, Acuity, Systemation, Vanguard and Northeast
Robotics have been merged into Robotic; and

            WHEREAS, the Borrowers and PNC have agreed to modify the terms of
the Loan Agreement as set forth in this Agreement.

            NOW, THEREFORE, in consideration of PNC's continued extension of
credit and the agreements contained herein, the parties agree as follow:


AGREEMENT

            1. ACKNOWLEDGMENT OF BALANCE. Borrowers acknowledge that the most
recent statement of account sent to Borrower with respect to the Obligations is
correct.

            2. MODIFICATIONS. The Loan Agreement be and hereby is modified as
follows:

            A. The following definitions contained in Subsection I.1.2 of the
Loan Agreement are hereby deleted and new definitions are substituted therefor
to read as follows:

                  "Maximum Revolving Advance Amount" shall mean $10,000,000
                  subject to the permanent reductions to the Maximum Revolving
                  Advance Amount pursuant to Section 2.13 hereof.

                  ""Revolving Interest Rate" shall mean an interest rate per
                  annum equal to the Base Rate plus one percent (1%) with
                  respect to Domestic Rate Loans.

                  "Undrawn Availability" at a particular date shall mean an
                  amount equal to (a) the Formula Amount minus (b) fees and
                  expenses for which Borrowers are liable but which have not
                  been paid or charged to Borrowers Account, plus (c) cash of
                  the Borrowers in Blocked Accounts or in accounts of the
                  Borrowers with the Agent.

            B. Definitions of the following terms contained in Subsection I.1.2
of the Loan Agreement are hereby deleted: "Eurodollar Rate" and "Eurodollar Rate
Loan."



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            C. Subsections 2.1(a)(y)(i),(ii) and (iii) are hereby deleted and a
new Subsection 2.1(a)(y)(i),(ii) and (iii) are substituted therefor to read as
follows:

                  (i) Intentionally left blank

                  (ii) up to the lesser of (A) 80%, subject to the provisions of
                  Section 2.1(c) hereof ("Inventory Advance Rate"), of the value
                  of the EXIM Bank Guaranteed Inventory or (B) $6,000,000 in the
                  aggregate at any one time, plus

                  (iii) up to the lesser of 90%, subject to the provisions of
                  Section 2.1(c) hereof (the "EXIM Receivables Advance Rate"),
                  of the value of the EXIM Bank Guaranteed Receivables (the EXIM
                  Receivables Advance Rate and the Inventory Advance Rate shall
                  be referred to, collectively, as the "Advance Rates");
                  provided, however, that in no event shall (A) the sum of
                  2.1(a)(y)(ii) and 2.1(a)(y)(iii) exceed $10,000,000 or (B) the
                  ratio of 2.l(a)(y)(ii) to 2.1(a)(y)(iii) exceed 4.0:1.0 or
                  such other ratio as may be required by the EXIM Borrower
                  Agreement, minus

            D. Subsection 2.2(a) is hereby deleted and a new Subsection 2.2(a)
is substituted therefor to read as follows:

                  (a) Borrowing Agent on behalf of any Borrower may notify Agent
                  prior to 11:00 a.m. on a Business Day of a Borrower's request
                  to incur, on that day, a Revolving Advance hereunder. Should
                  any amount required to be paid as interest hereunder, or as
                  fees or other charges under this Agreement or any other
                  agreement with Agent or Lenders, or with respect to any other
                  Obligation, become due, same shall be deemed a request for a
                  Revolving Advance as of the date such payment is due, in the
                  amount required to pay in full such interest, fee, charge or
                  Obligation under this Agreement or any other agreement with
                  Agent or Lenders, and such request shall be irrevocable.

            E. Subsections 2.2(b), (c), (d), (e), (f) and (g) and Subsection
2.4(c) are hereby deleted from the Loan Agreement.

            F. Subsection 2.8 is hereby deleted and a new Subsection 2.8 is
substituted therefor to read as follows:

                  2.8 Letters of Credit. Subject to the terms and conditions
                  hereof, Agent shall issue or cause the issuance of Letters of
                  Credit ("Letters of Credit") on behalf of any Borrower;
                  provided, however, that Agent will not be required to issue or
                  cause to be issued any Letters of Credit to the extent that
                  the face amount of such Letters of Credit would then cause the
                  sum of (i) the outstanding Revolving Advances plus (ii)
                  outstanding Letters of Credit to exceed the lesser of (x) the
                  Maximum Revolving Advance Amount or (y) the Formula Amount;
                  provided, further, however, that Agent will not be required to
                  issue or cause to be issued any Letters of Credit to the
                  extent that the face amount of such Letters of Credit issued
                  for such Borrower would then cause the sum of (i) the
                  outstanding Revolving Advances to such Borrower plus (ii) the
                  amount available to be drawn under outstanding Letters of
                  Credit issued or caused to be issued on behalf of such
                  Borrower to exceed the lesser of (x) the Maximum Revolving
                  Advance Amount or (y) the Formula Amount. The maximum amount
                  of outstanding Letters of Credit shall not exceed $1,700,000
                  in the aggregate at any time. All disbursements or payments
                  related to Letters of Credit shall be deemed to be Domestic
                  Rate Loans consisting of Revolving Advances and shall bear
                  interest at the Revolving Interest Rate for Domestic Rate
                  Loans; Letters of Credit that have not been drawn upon shall
                  not bear interest.

            G. Subsection 2.14 is hereby deleted and a new Subsection 2.14 is
substituted therefor to read as follows:



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                  2.14 Use of Proceeds. Borrowers shall apply the proceeds of
                  Advances to (i) pay fees and expenses relating to this
                  transaction and (ii) to provide for their working capital
                  needs.

            H. Subsections 3.1 and 3.2(a) are hereby deleted and new Subsections
3.1 and 3.2(a) are substituted therefor to read as follows:

                  3.1 Interest. Interest on Advances shall be payable in arrears
                  on the first day of each month with respect to Domestic Rate
                  Loans. Interest charges shall be computed on the actual
                  principal amount of Advances outstanding during the month (the
                  "Monthly Advances") at a rate per annum equal to the
                  applicable Revolving Interest Rate. Whenever, subsequent to
                  the date of this Agreement, the Base Rate announced by PNC
                  changes, the Revolving Interest Rate shall be increased or
                  decreased without notice or demand of any kind by an amount
                  equal to the amount of such change in the Base Rate as of the
                  effective date of such change. Upon and after the occurrence
                  of an Event of Default, and during the continuation thereof',
                  (i) the Obligations shall bear interest at the applicable
                  Revolving Interest Rate for Domestic Loans plus two percent
                  (2%) per annum (as applicable, the "Default Rate").

                  3.2 Letter of Credit Fees.

                  (a) Borrowers shall pay (x) to Agent, for the benefit of
                  Lenders, fees for each Letter of Credit for the period from
                  and excluding the date of issuance of same to and including
                  the date of expiration or termination, equal to the average
                  daily face amount of each outstanding Letter of Credit
                  multiplied by (i) one and one-half percent (1.50%) per annum
                  with respect to Trade Letters of Credit or (ii) the Base Rate
                  plus one percent (1%) with respect to Standby Letters of
                  Credit, such fees to be calculated on the basis of a 360-day
                  year for the actual number of days elapsed and to be payable
                  monthly in arrears on the first day of each month and on the
                  last day of the Term (y) to Agent, for the benefit of the
                  Issuer, one-quarter percent (.25%) of the face amount of each
                  Standby Letters of Credit, and (z) to the Issuer, any and all
                  fees and expenses as agreed upon by the Issuer and the
                  Borrowing Agent in connection with any Letter of Credit,
                  including, without limitation, in connection with the opening,
                  amendment or renewal of any such Letter of Credit and any
                  acceptances created thereunder and shall reimburse Agent for
                  any and all fees and expenses, if any, paid by Agent to the
                  Issuer (all of the foregoing fees, the "Letter of Credit
                  Fees"). All such charges shall be deemed earned in full on the
                  date when the same are due and payable hereunder and shall not
                  be subject to rebate or proration upon the termination of this
                  Agreement for any reason. Any such charge in effect at the
                  time of a particular transaction shall be the charge for that
                  transaction, notwithstanding any subsequent change in the
                  Issuer's prevailing charges for that type of transaction. All
                  Letter of Credit Fees payable hereunder shall be deemed earned
                  in full on the date when the same are due and payable
                  hereunder and shall not be subject to rebate or proration upon
                  the termination of this Agreement for any reason.

                  At the Agent's request at any time while an Event of Default
                  is continuing, Borrowers will cause cash to be deposited and
                  maintained in an account with Agent, as cash collateral, in an
                  amount equal to one hundred and five percent (105%) of the
                  outstanding Letters of Credit, and each Borrower hereby
                  irrevocably authorizes Agent, in its discretion, on such
                  Borrower's behalf and in such Borrower's name, to open such an
                  account and to make and maintain deposits therein, or in an
                  account opened by such Borrower, in the amounts required to be
                  made by such Borrower, out of the proceeds of Receivables or
                  other Collateral or out of any other funds of such Borrower
                  coming into any Lender's possession at any time. Agent will
                  invest such cash collateral (less applicable reserves) in such
                  short-term money-market items as to which Agent and such
                  Borrower mutually agree and the net return on such investments
                  shall be credited to such


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                  account and constitute additional cash collateral. No Borrower
                  may withdraw amounts credited to any such account except upon
                  cure or waiver of such Event of Default as long as no other
                  Event of Default is then continuing or upon payment and
                  performance in full of all Obligations and termination of this
                  Agreement or if the amounts held therein exceed the amounts
                  available to be drawn under such Letters of Credit plus
                  amounts drawn and outstanding thereunder by more than 105%.

            I. Subsections 3.7 and 3.8 are hereby deleted from the Loan
Agreement.

            J. Subsection 4.15(h) is hereby deleted and a new Subsection 4.15(h)
is substituted therefor to read as follows:

                  (h) Establishment of a Lockbox Account, Dominion Account. All
                  funds of the Borrowers, including but not limited to all
                  proceeds of Collateral, shall, at the direction of Agent, be
                  deposited by Borrowers into a lockbox account, dominion
                  account or such other "blocked account" ("Blocked Accounts")
                  as Agent may require pursuant to an arrangement with such bank
                  as may be selected by Borrowers and be acceptable to Agent.
                  Borrowers shall issue to any such bank, an irrevocable letter
                  of instruction directing said bank to transfer such funds so
                  deposited to Agent, either to any account maintained by Agent
                  at said bank or by wire transfer to appropriate account(s) of
                  Agent. All funds deposited in such Blocked Account shall
                  immediately become the property of Agent to be applied against
                  the Obligations or in accordance with any cash management
                  arrangement with the Agent and Borrowers shall obtain the
                  agreement by such bank to waive any offset rights against the
                  funds so deposited. Neither Agent nor any Lender assumes any
                  responsibility for such blocked account arrangement, including
                  without limitation, any claim of accord and satisfaction or
                  release with respect to deposits accepted by any bank
                  thereunder. Alternatively, Agent may establish depository
                  accounts ("Depository Accounts") in the name of Agent at a
                  bank or banks for the deposit of such funds and Borrowers
                  shall deposit all funds, including proceeds of Collateral, or
                  cause same to be deposited, in kind, in such Depository
                  Accounts of Agent in lieu of depositing same to the Blocked
                  Accounts.

            K. Subsection 6.5 is hereby deleted and a new Subsection 6.5 is
substituted therefor to read as follows:

                  6.5 Net Worth. Maintain a Net Worth in amounts not less than:
                  $85,697,000 at June 30, 2001; $71,700,000 at September 30,
                  2001; $67,000,000 at December 31, 2001; $65,000,000 at March
                  31, 2002; $66,000,000 at June 30, 2002, and $72,000,000 at
                  September 30, 2002 and, subsequent to September 30, 2002, Net
                  Worth must increase each fiscal quarter thereafter by an
                  amount no less than $2,000,000. For the purposes of
                  determining Net Worth: (i) revaluations of Intangibles will
                  not be considered; and (ii) writedowns of the valuation of
                  Inventory for the fiscal fourth quarter in amounts up to
                  $5,000,000 will not be considered.

            L. A new Subsection 6.14 is hereby added to the Loan Agreement to
read as follows:

                  6.14 Minimum Undrawn Availability. Maintain at all times an
                  Undrawn Availability of at least $3,000,000.

            M. Subsection 7.6 is hereby deleted and a new Subsection 7.6 is
substituted therefor to read as follows:

                  7.6 Capital Expenditures. Other than the assumption of up to
                  $5,000,000 of capitalized leases in connection with Permitted
                  Acquisitions (as described in paragraph (i) of the definition
                  of Permitted Acquisitions), contract for, purchase or make any
                  expenditure or commitments for fixed or capital assets
                  (including capitalized leases and


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                  capitalized software) in any fiscal year in an aggregate
                  amount for all Borrowers in excess of $10,000,000, less the
                  amount of any assumed capitalized leases in connection with
                  any Permitted Acquisitions.

            N. Subsections 9.7 and 9.8 are hereby deleted and new Subsections
9.7 and 9.8 are substituted therefor to read as follows:

                  9.7 Annual Financial Statements. Furnish Agent within ninety
                  (90) days after the end of each fiscal year of Borrowers,
                  financial statements of Borrowers on a consolidating and
                  consolidated basis including, but not limited to, statements
                  of income and stockholders' equity and cash flow from the
                  beginning of the current fiscal year to the end of such fiscal
                  year and the balance sheet as at the end of such fiscal year,
                  all prepared in accordance with GAAP applied on a basis
                  consistent with prior practices, and in reasonable detail and
                  reported upon without qualification by an independent
                  certified public accounting firm selected by Borrowers and
                  satisfactory to Agent (the "Accountants"). The report of the
                  Accountants shall be accompanied by a statement of the
                  Accountants certifying that (i) they have caused the Loan
                  Agreement to be reviewed, (ii) in making the examination upon
                  which such report was based either no information came to
                  their attention which to their knowledge constituted an Event
                  of Default or a Default under this Agreement or any related
                  agreement or, if such information came to their attention,
                  specifying any such Default or Event of Default, its nature,
                  when it occurred and whether it is continuing, and such report
                  shall contain or have appended thereto calculations which set
                  forth Borrowers' compliance with the requirements or
                  restrictions imposed by Sections 6.5, 7.6 and 7.11 hereof. In
                  addition, the reports shall be accompanied by a certificate of
                  each Borrower's Chief Financial Officer which shall state
                  that, based on an examination sufficient to permit him to make
                  an informed statement, no Default or Event of Default exists,
                  or, if such is not the case, specifying such Default or Event
                  of Default, its nature, when it occurred, whether it is
                  continuing and the steps being taken by such Borrower with
                  respect to such event, and such certificate shall have
                  appended thereto calculations which set forth Borrowers'
                  compliance with the requirements or restrictions imposed by
                  Sections 6.5, 7.6 and 7.11 hereof.

                  9.8 Quarterly Financial Statements. Furnish Agent within
                  forty-five (45) days after the end of each fiscal quarter, an
                  unaudited balance sheet of Borrowers on a consolidated and
                  consolidating basis and unaudited statements of income and
                  stockholders' equity and cash flow of Borrowers on a
                  consolidated and consolidating basis reflecting results of
                  operations from the beginning of the fiscal year to the end of
                  such quarter and for such quarter, prepared on a basis
                  consistent with prior practices and complete and correct in
                  all material respects, subject to normal and recurring year
                  end adjustments that individually and in the aggregate are not
                  material to the business of Borrowers. The reports shall be
                  accompanied by a certificate signed by the Chief Financial
                  Officer of each Borrower, which shall state that, based on an
                  examination sufficient to permit him to make an informed
                  statement, no Default or Event of Default exists, or, if such
                  is not the case, specifying such Default or Event of Default,
                  its nature, when it occurred, whether it is continuing and the
                  steps being taken by Borrowers with respect to such default
                  and, such certificate shall have appended thereto calculations
                  which set forth Borrowers' compliance with the requirements or
                  restrictions imposed by Sections 6.5, 7.6 and 7.11 hereof and,
                  additionally, shall furnish to Agent a detailed report of
                  Borrowers' cost-cutting efforts, including, but not limited
                  to, salary reductions, facility closings, research and
                  development reductions and reductions of other administrative
                  expenses.

            3. SATISFACTION OF NATIONAL BANK OF CANADA OBLIGATION. The Agent
acknowledges that the obligation of Borrowers to the National Bank of Canada has
been fully paid and satisfied and that a certain $15,000,000 Amended and
Restated Revolving Credit Note dated as of June 12, 2000 from the Borrowers in
favor of the National Bank of Canada has been paid in full and released.

            4. ACKNOWLEDGMENTS. Borrowers acknowledge and represent that:

            A. the Loan Agreement and the Other Documents, as amended hereby,
are in full force and effect without any defense, claim, counterclaim, right or
claim of set-off;



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            B. to the best of their knowledge, no default by the Agent or
Lenders in the performance of their duties under the Loan Agreement or the Other
Documents has occurred;

            C. all representations and warranties of the Borrower contained
herein and in the Other Documents are true and correct in all material respects
as of this date, except for any representation or warranty that specifically
refers to an earlier date;

            D. Borrowers have taken all necessary action to authorize the
execution and delivery of this Agreement; and

            E. this Agreement is a modification of an existing obligation and is
not a novation.

            5. WAIVERS.

            A. Borrowers have advised that Robotic, on November 21, 2000,
acquired the outstanding shares of Abante Automation, Inc., and on January 3,
2001, acquired the outstanding shares of Auto Image ID, Inc. In connection with
such acquisitions the Agent hereby waives Borrowers failure to comply with
Subsections 6.9, 7.1(c), 7.4 and 7.8 of the Loan Agreement.

            B. Borrowers also have advised the Agent that the financial
statements prepared and delivered to the Agent for the period beginning October
1, 1999 and ending March 31, 2001 were not prepared in accordance with GAAP and,
accordingly in connection therewith, Agent waives Borrowers failure to comply
during the above stated period with the requirements set forth in the Loan
Agreement pursuant to Subsections 6.8 and 9.7.

            6. CONSENT TO SALE OF ASSETS. The Agent agrees that it will, upon
delivery by the Borrower of a purchase and sale agreement reasonably
satisfactory to the Agent for the sale of the assets of Borrower's material
handling business, consent to the sale of such assets, and in connection
therewith release all security interests and authorize the Borrower to terminate
all UCC Financing Statements with respect to such assets, provided that the
Agent receives a fully executed copy of the purchase and sale agreement with all
exhibits and schedules thereto within ten (10) days subsequent to the execution
of such purchase and sale agreement.

            7. PRECONDITIONS. As preconditions to the effectiveness of any of
the modifications, consents, or waivers contained herein, the Borrowers shall
deliver to the Agent, simultaneously with the execution hereof: (i) Secretary's
Certificates of each Borrower containing Resolutions authorizing the execution
of this Agreement and the Second Amended and Restated Revolving Credit Note;
(ii) an executed original of the $10,000,000 Second Amended and Restated
Revolving Credit Note; (iii) an amendment and waiver fee in the amount of
$100,000; and (iv) Agent's counsel's fees.

            8. POSTCONDITIONS. Within sixty (60) days of the date hereof, the
Borrowers shall deliver to the Agent, with respect to the merger of CiMatrix,
Acuity, Systemation, Vanguard and Northeast Robotics into Robotic: (i) certified
certificates of merger reflecting said mergers in each of the applicable
jurisdictions; (ii) certified certificates of good standing indicating that
Robotic has qualified to do business in each jurisdiction where the merged
entities were qualified to do business (unless Robotic has formally withdrawn
from such jurisdiction); (iii) searches evidencing that all UCC Financing
Statements of the merged entities have been amended to reflect the name of
Robotic in all jurisdictions where filings were originally made against the
merged entities; and (iv) opinion of Borrower's counsel as to the effectiveness
of the various mergers and indicating that Robotic is the successor to all of
the merged entities. Additionally, within fifteen (15) days of the date hereof,
the Borrowers must provide evidence to the Agent that the Agent has dominion and
control over all of Borrowers' funds as required by Subsection 4.15(h). Failure
by the Borrowers to comply with the provisions contained herein shall be deemed
a Default under the Loan Agreement.

            9. MISCELLANEOUS. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York, without reference to
that state's conflicts of law principles. This Agreement, the Loan Agreement and
the Other Documents constitute the sole agreement of the parties with respect to
the subject matter thereof and supersede all oral negotiations and prior
writings with respect to the subject matter thereof. No amendment of this
Agreement, and no waiver of any one or more of the provisions hereof shall be
effective unless


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set forth in writing and signed by the parties hereto. The illegality,
unenforceability or inconsistency of any provision of this Agreement shall not
in any way affect or impair the legality, enforceability or consistency of the
remaining provisions of this Agreement, the Loan Agreement or the Other
Documents. This Agreement, the Loan Agreement and the Other Documents are
intended to be consistent. However, in the event of any inconsistencies among
this Agreement, the Loan Agreement and any of the Other Documents, the terms of
this Agreement, then the Loan Agreement, shall control. This Agreement may be
executed in any number of counterparts and by the different parties on separate
counterparts. Each such counterpart shall be deemed an original, but all such
counterparts shall together constitute one and the same agreement.

            10. DEFINITIONS. The terms used herein and not otherwise defined or
modified herein shall have the meanings ascribed to them in the Loan Agreement.
The terms used herein and not otherwise defined or modified herein or defined in
the Loan Agreement shall have the meanings ascribed to them by the Uniform
Commercial Code as enacted in New York.


            IN WITNESS WHEREOF, the undersigned have signed and sealed this
Agreement the day and year first above written.



                                    ROBOTIC VISION SYSTEMS, INC.



                                    BY:
                                       ----------------------------------
                                        NAME: PAT V. COSTA
                                        TITLE: PRESIDENT


                                    PNC BANK, NATIONAL ASSOCIATION



                                    BY:
                                       ----------------------------------
                                        NAME: MICHELLE STANLEY-NURSE
                                        TITLE: VICE PRESIDENT






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