Vivid Technologies, Inc.
            Amended and Restated Demand Line of Credit

$5,000,000                              Boston, Massachusetts
                                        May 30, 1998

     Vivid Technologies, Inc., a Delaware corporation with its
principal place of business at 10E Commerce Way, Woburn,
Massachusetts (the "Borrower"), for value received, hereby promises
to pay to BankBoston, N.A., a national banking association with its
head office at 100 Federal Street, Boston, Massachusetts (the
"Bank"), or order, on or before February 28, 1999, the principal
amount of Five Million and 00/100 dollars ($5,000,000.00) or such
lesser amount as may at the maturity hereof, whether by
acceleration or otherwise, be the aggregate unpaid principal amount
of all Demand Line of Credit Loans made by the Bank to the Borrower
hereof at the rate or rates specified in the Agreement, payable
monthly in arrears on the last day of each month, commencing on the
first such date next succeeding the date hereof (except that
interest on any LIBOR Portion shall also be payable on the last day
of the LIBOR Period applicable to such LIBOR Portion), and at
maturity (whether by acceleration or otherwise); provided that, if
the Borrower shall fail to make any payment of principal of or
interest on this Note, when due, whether at maturity or at a date
fixed for the payment of any installment or prepayment thereof or
by declaration, acceleration or otherwise, the Borrower shall pay
to the holder of this Note on demand by such holder, interest on
such unpaid principal and (to the extent permitted by law) on such
unpaid interest from the date due until paid in full at a rate per
annum equal to two percent (2%) above the rate otherwise applicable
hereunder; provided, further that in no event shall the amount
contracted for and agree to be paid by the Borrower as interest on
this Note exceed the highest lawful rate permissible under any law
applicable hereto.

     This Note evidences a loan or loans under, and is subject to
the provisions of, a certain Demand Line of Credit Loan and
Security Agreement dated as of May 30, 1997 (as amended and/or
extended from time to time, the "Agreement") by and among the
Borrower and the bank (including the original payee of this Note)
named therein.  This Note amends, restates, and supersedes, but is
not intended to an shall not extinguish or cancel the indebtedness
(including but not limited to accrued but unpaid interest through
the date of this Note) evidenced by that certain Demand Line of
Credit Note of the Company in favor of the Bank, dated May 30,
1997, in the original principal amount of $5,000,000.00.  The
holder of this Note is entitled to the benefits of the Agreement
from time to time referred to therein.  Neither this reference to
such Agreement nor any provision thereof shall affect or impair the
absolute and unconditional obligation of the Borrower to pay the
principal of and interest on this Note as provided herein.  All
payments of principal of and interest on this Note shall be payable
in immediately available funds at the address of the Bank set forth
in the Agreement.  Capitalized terms used herein which are defined
in the Agreement shall have the meanings ascribed to them in the
Agreement.

     This Note is subject to prepayment in whole or in part, in
certain circumstances with a premium and in other circumstances
without a premium, and to acceleration on default at the times and
in the manner specified in the Agreement.  The maker and all
endorsers of this Note hereby waive presentment, demand, notice,
protest and all other demands and notices in connection with the
delivery, acceptance, performance or enforcement of this Note.

     This Note is governed by the laws of the Commonwealth of
Massachusetts and is executed as a sealed instrument as of the date
first above written.

                                   VIVID TECHNOLOGIES, INC.

                                   By:  /s/ William J. Frain

                                   Title:  Chief Financial Officer
                          First Amendment
                                To
                       Demand Line of Credit
                    Loan and Security Agreement

This FIRST AMENDMENT TO DEMAND LINE OF CREDIT LOAN AND SECURITY
AGREEMENT (this "Amendment"), dated as of May 30, 1998 is by and
among VIVID TECHNOLOGIES, INC., a Delaware corporation duly
qualified in Massachusetts and with a principal place of business
at 10E Commerce Way, Woburn, Massachusetts 01801 (the "Borrower")
and BANKBOSTON, N.A., a national banking association with its head
office at 100 Federal Street, Boston, Massachusetts 02110 (the
"Bank").

WHEREAS, the Borrower and the Bank are parties to that certain
Demand Line of Credit Loan and Security Agreement dated as of May
30, 1997 (as herein amended, the "Agreement"); and

WHEREAS, the Borrower and the Bank have agreed, subject to the
terms and conditions set forth herein, to amend certain provisions
of the Agreement as set forth herein;

NOW THEREFORE, in consideration of mutual agreements herein
contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Borrower and
Bank hereby agree to amend the Agreement as follows:

     1.   Definitions.  All capitalized terms used herein without
definition shall have the meanings ascribed to them in the
Agreement.

     2.   Amendment to Article 4 of the Agreement.  Sections 4.01, 4.02,
          4.03, 4.04, 4.05, and 4.06 are deleted in their entirety and the
          following substituted in place thereof:

          "4.01  The obligations herein are unsecured."

     3.   Amendment to Article 6 of the Agreement.  Sections 6.01(B)(1)
and (3) are hereby amended by replacing all references to "monthly"
with "quarterly" and all references to "controller" with "chief
financial officer."

     Section 6.01(B)(5) is hereby deleted in its entirety.

     Section 6.01(U) is hereby amended to include "(3) A ratio of
Operating Cash Flow to Total Debt Service, tested at the end of the
fiscal year, of not less than 1.5 to 1.0."

Operating Cash Flow: For any period, the amount equal to (i) the
sum of (A) the earnings (or loss) from the operations of the
Borrower for such period, after payment or provisions for all
expenses and other proper charges, but before payment or provision
for any income taxes or interest expense, plus (B) depreciation and
amortization for such period, minus (ii) cash payments for all
taxes paid during such period, minus (iii) capital expenditures,
excluding capital expenditures financed by the Bank, made during
such period.

Total Debt Service: For any period, the aggregate liability of the
Borrower for interest on indebtedness, whether expensed or
capitalized including payments consisting of interest and principal
payments in respect of Indebtedness and for commitment fees,
financing fees, and other fees and expenses in connection with the
borrowing of money or obtaining of credit, determined in accordance
with GAAP.

     4.   Amendment to Article 8 of the Agreement.  Sections 8.02,
8.03, 8.04 and 8.06 are deleted in their entirety.

     5.   This Amendment shall become effective upon the
satisfaction of each of the following conditions:

     (a)  This Amendment shall have been executed and delivered by the
          respective parties hereto;
     (b)  The Borrower shall have executed and delivered to the Bank the
Amended and Restated Demand Line of Credit Note reflecting the new
maturity date;

     (c)  The Borrower shall have delivered to the Bank certified copies
of corporate resolutions satisfactory to the Bank authorizing this
Amendment, the Amended and Restated Note, and all related
documents;

     (d)  The Borrower shall have delivered to the Bank copies,
certified by a duly authorized officer of the Borrower to be true
and complete on the date hereof, of (i) its charter or other
incorporation documents as in effect on such date of certification,
and (ii) its by-laws as in effect on such date; and

     (e)  The Borrower shall have delivered to the Bank an incumbency
certificate, dated as of the date hereof, singed by a duly
authorized officer of the Borrower, and giving the name and bearing
a specimen signature of each individual who shall be authorized:
(i) to sign, in the name and on behalf of such Borrower each of the
documents to which such Borrower is or is to become a party; and
(ii) to give notices and to take other action on its behalf under
the documents to which it is a party.

     6.   Except as expressly amended hereby, the Agreement, the other
Loan Documents and all documents, instruments and agreements
related thereto are hereby ratified and confirmed in all respects
and shall continue in full force and effect.  This Amendment and
the Agreement, shall hereafter be read and construed together as a
single document, and all references in the Agreement or any related
agreement or instrument to the Agreement shall hereafter refer to
the Agreement as amended by this Agreement.

     7.   THIS AMENDEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND
SHALL TAKE EFFECT AS A SEALED INSTRUMENT IN ACCORDANCE WITH SUCH
LAWS.

     8.   This Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all
of which counterparts taken together shall be deemed to constitute
one and the same instrument.  Complete sets of counterparts shall
be held by the Bank.

     IN WITNESS WHEREOF, the parties have executed this Amendment
under seal this 30th day of May, 1998.

                                   VIVID TECHNOLOGIES, INC.

/s/ William J. Frain               By: /s/ Stephen A. Reber
Witness                                Stephen A. Reber
                                       President


                                   BANKBOSTON, N.A.

                                   By: /s/ Randall L. Kutch
                                       Randall L. Kutch
                                       Director