


                                   EXHIBIT 2.2

                        AGREEMENT REGARDING TENDER OFFER


     KEY TECHNOLOGY,  INC.  ("Key"),  KTC ACQUISITION CORP. and ADVANCED MACHINE
VISION  CORPORATION  ("AMVC")  entered  into an  Agreement  and  Plan of  Merger
effective  February 15, 2000 (the "Merger  Agreement").  In connection  with the
merger,  AMVC's Board of Directors  has requested Key to make a tender offer for
outstanding  shares  of  AMVC  Common  Stock,   offering  to  each  AMVC  common
stockholder the consideration to be received in the merger. Key and AMVC wish to
enter  into  this  Agreement  in  connection  with the  proposed  tender  offer.
Capitalized  terms used herein which are not defined in this  Agreement have the
meaning ascribed to them in the Merger Agreement.

     The parties accordingly agree as follows:

     1. Subject to the terms of this Agreement,  Key agrees that if a commitment
to vote for the Merger  Agreement  cannot be obtained  from the holder of AMVC's
outstanding  Series B  Preferred  Stock by March  31,  2000,  Key will  promptly
thereafter  make an offer for the  outstanding  shares of AMVC Common Stock (the
"Shares"),  subject  and  pursuant  to the  terms  and  conditions  of the offer
attached as Exhibit A (the "Offer").

     2. AMVC agrees to pay all fees and costs associated with the Offer, whether
incurred by Key or by AMVC.  All  requests  for  reimbursement  of such fees and
costs  which are  submitted  to AMVC's  chief  financial  officer by Key's chief
executive  officer or its chief  financial  officer  will be paid by AMVC within
five business  days of receipt of the request.  The parties will continue to pay
their  own fees and  costs in  connection  with the  Merger  Agreement,  and the
related S-4 Registration Statement.

     3. AMVC  represents that its Board of Directors has authorized and approved
this  Agreement  by a vote  which  includes  not more than one  director  voting
against or abstaining  from the vote,  and AMVC will supply Key a certificate of
the Secretary of AMVC certifying to such Board vote.

     4.  Nothing in this  Agreement  is meant to modify in any way the terms and
conditions of the Merger  Agreement,  including  without  limitation  any of the
provisions of Section 11.1 of the Merger Agreement, except that the Offer by Key
will not constitute a tender offer for purposes of Section 10.1(d) of the Merger
Agreement.  Sections 11.2 through 11.13 of the Merger Agreement are incorporated
herein by reference.

     5. Unless the parties mutually  otherwise  determine,  the parties will use
their  best  efforts  to  complete  and file with the  Securities  and  Exchange
Commission  the Form  S-4  Registration  Statement  contemplated  in the  Merger
Agreement as soon as practicable.

     EXECUTED this 7th day of March, 2000.


KEY TECHNOLOGY, INC.                         ADVANCED MACHINE VISION CORPORATION


By ___________________________               By ________________________________
   Thomas C. Madsen, President                  William J. Young, President


<PAGE>


                                  EXHIBIT A TO
                        AGREEMENT REGARDING TENDER OFFER


     1. The Offer.

          (a) Subject to the  provisions  hereof and the Merger  Agreement,  Key
     shall  commence,  within the  meaning of Rule  14d-2  under the  Securities
     Exchange Act of 1934, as amended  (together with the rules and  regulations
     promulgated  thereunder,  the  "Exchange  Act"),  the Offer to purchase all
     outstanding  Shares with each Share to receive the consideration to be paid
     pursuant to the terms of the Merger  Agreement.  The obligation to commence
     the Offer and pay for any Shares  tendered  pursuant  to the Offer shall be
     subject to the conditions set forth herein (the  "Conditions")  and subject
     to the rights of Key to terminate the Agreement  Regarding  Tender Offer in
     the event of termination of the Merger  Agreement.  Key expressly  reserves
     the right to modify  the  terms of the  Offer,  except  that,  without  the
     consent of AMVC,  Key shall not (i) reduce the number of Shares  subject to
     the Offer,  (ii)  impose any other  conditions  to the Offer other than the
     Conditions or modify the Conditions  (other than to waive any Conditions to
     the extent  permitted by this  Agreement),  (iii) except as provided in the
     next sentence,  extend the Offer, or (iv) change the form of  consideration
     payable in the Offer. Notwithstanding the foregoing, Key may (i) extend the
     Offer, if at the scheduled or extended  expiration date of the Offer any of
     the  Conditions  shall not be satisfied or waived,  until such time as such
     conditions  are  satisfied or waived,  (ii) extend the Offer for any period
     required  by  any  rule,  regulation,  interpretation  or  position  of the
     Securities  and  Exchange  Commission  (the  "SEC")  or the  staff  thereof
     applicable  to the Offer,  and (iii) extend the Offer for any reason on one
     or more occasions for an aggregate period of not more than 15 business days
     beyond the latest  expiration  date that would otherwise be permitted under
     clause (i) or (ii) of this  sentence,  in each case subject to the right of
     Key or AMVC to terminate the Agreement  Regarding  Tender Offer pursuant to
     the terms hereof.  Key agrees that if at any scheduled  expiration  date of
     the Offer,  either of the conditions set forth in paragraphs  3(d) and 3(e)
     below shall not have been satisfied,  but at such scheduled expiration date
     all the other  conditions  of  Section 3 shall  then be  satisfied,  at the
     request of AMVC  (confirmed  in writing),  Key shall extend the Offer for a
     reasonable  period  to  permit  AMVC the  right  to cure  such  failure  of
     condition  subject to the right of Key or AMVC to  terminate  the Offer and
     the Merger Agreement  pursuant to the terms hereof and thereof.  Subject to
     the terms and conditions of the Offer, Key shall pay for all Shares validly
     tendered and not  withdrawn  pursuant to the Offer as soon as it is legally
     permitted to do so under  applicable law and pay for such Shares  promptly.
     Any  obligations  of Key under the terms of the Offer will not apply to any
     transactions subsequent to the purchase of Shares tendered in the Offer.

          (b) On the date of commencement of the Offer,  Key shall file with the
     SEC a tender offer  statement on Schedule TO (together with any supplements
     or amendments thereto,  the "Schedule TO") with respect to the Offer, which
     shall contain an offer to purchase and a related letter of transmittal  and
     summary  advertisement (such Schedule TO and the documents included therein
     pursuant to which the Offer will be made,  together with any supplements or
     amendments  thereto,  the  "Offer  Documents"),  and Key shall  cause to be
     disseminated  the Offer Documents to holders of Shares as and to the extent
     required by applicable  Federal  securities  laws. Key and AMVC each agrees
     promptly  to correct  any  information  provided by it for use in the Offer
     Documents  if and to the extent  that such  information  shall have  become
     false or misleading in any material respect, and Key further agrees to take
     all steps  necessary  to cause the  Schedule TO as so corrected to be filed
     with  the  SEC  and  the  other  Offer  Documents  as  so  corrected  to be
     disseminated  to  holders  of  Shares,  in each  case as and to the  extent
     required by applicable  Federal securities laws. AMVC and its counsel shall
     be given  reasonable  opportunity  to  review  and  comment  upon the Offer
     Documents  prior  to their  filing  with  the SEC or  dissemination  to the
     shareholders  of AMVC.  Key  agrees to  provide  AMVC and its  counsel  any
     comments  Key may  receive  from the SEC or its staff  with  respect to the
     Offer  Documents  promptly  after  the  receipt  of  such  comments  and to
     cooperate with AMVC and its counsel in responding to any such comments.

     2. Participation by AMVC.

          (a) AMVC hereby approves of the Offer and represents and warrants that
     the Board of Directors of AMVC has  determined  that this Agreement and the
     transactions  contemplated  hereby,  including  each of the  Offer  and the
     Merger, are fair to and in the best interests of the holders of the Shares,
     and resolved to recommend that the  shareholders  of AMVC accept the Offer;
     provided,  however, that such recommendation may be withdrawn,  modified or
     amended in  connection  with a Superior  Proposal  as defined in the Merger
     Agreement.  AMVC hereby consents to the inclusion in the Offer Documents of
     the recommendation of AMVC's Board of Directors.

          (b) On the date the Offer Documents are filed with the SEC, AMVC shall
     file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9
     with  respect to the Offer (such  Schedule  14D-9,  as amended from time to
     time,  the "Schedule  14D-9")  containing the  recommendation  described in
     Section 2(a), and AMVC shall cause to be disseminated the Schedule 14D-9 to
     holders  of Shares as and to the  extent  required  by  applicable  Federal
     securities  laws.  Each of AMVC and Key  agrees  promptly  to  correct  any
     information  provided  by it for use in the  Schedule  14D-9  if and to the
     extent that such  information  shall have become false or misleading in any
     material  respect,  and AMVC further agrees to take all steps  necessary to
     amend or supplement  the Schedule  14D-9 and to cause the Schedule 14D-9 as
     so amended or  supplemented  to be filed with the SEC and  disseminated  to
     holders of Shares, in each case as and to the extent required by applicable
     Federal  securities  laws.  Key and its counsel  shall be given  reasonable
     opportunity  to review and  comment  upon the  Schedule  14D-9 prior to its
     filing with the SEC or  dissemination  to shareholders of AMVC. AMVC agrees
     to provide Key and its counsel any comments AMVC or its counsel may receive
     from the SEC or its staff with respect to the Schedule 14D-9 promptly after
     the receipt of such  comments and to cooperate  with Key and its counsel in
     responding to any such comments.

          (c) In connection with the Offer and the Merger, AMVC shall direct its
     transfer  agent or agents to  furnish  Key  promptly  with  mailing  labels
     containing  the names and addresses of the record holders of Shares as of a
     recent date and of those persons becoming record holders subsequent to such
     date, together with copies of all lists of shareholders,  security position
     listings and computer files and all other  information in AMVC's possession
     or control,  to the extent  reasonably  available  to AMVC,  regarding  the
     beneficial owners of Shares and any securities convertible into Shares, and
     shall furnish to Key such  information  and assistance  (including  updated
     lists of shareholders,  security  position  listings and computer files) as
     Key  may  reasonably   request  in   communicating   the  Offer  to  AMVC's
     shareholders. Subject to the requirements of applicable law, and except for
     such steps as are  necessary to  disseminate  the Offer  Documents  and any
     other  documents  necessary to  consummate  the Merger,  Key and its agents
     shall hold in  confidence  the  information  contained  in any such labels,
     listings and files,  will use such  information only in connection with the
     Offer and the Merger and if the Merger Agreement shall be terminated, will,
     upon  request,  deliver,  and will use their best  efforts  to cause  their
     agents to  deliver,  to AMVC all copies of such  information  then in their
     possession or control.

          (d) Before  commencing  the Offer,  all officers and all  directors of
     AMVC other than the FMC  Corporation  representative  will have executed an
     agreement in the form of the  attached  Schedule 1 agreeing to tender their
     shares  in the  Offer  and SRC  Vision  Inc.  shall  have  sent a notice of
     termination under the October 14, 1998 Representative  Agreement previously
     entered into with FMC Corporation.

     3. Conditions of the Offer.

     Notwithstanding  any other term of the Offer or this  Agreement,  Key shall
not be required to accept for payment or,  subject to any  applicable  rules and
regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating
to Key's  obligation to pay for or return  tendered Shares after the termination
or  withdrawal  of the Offer),  to pay for any Shares  tendered  pursuant to the
Offer unless there shall have been validly  tendered and not withdrawn  prior to
the  expiration  of the  Offer  not less  than  9,590,000  Shares.  Furthermore,
notwithstanding any other term of the Offer or this Agreement,  Key shall not be
required to accept for payment or,  subject as aforesaid,  to pay for any Shares
not  theretofore  accepted for payment or paid for, and may  terminate the Offer
if, at any time on or after the date of this Agreement and before the acceptance
of such  Shares  for  payment  or the  payment  therefor,  any of the  following
conditions  exists  (other  than as a result of any action or inaction of Key or
any of its subsidiaries that constitutes a breach of this Agreement):

          (a) There shall be pending by any governmental entity any suit, action
     or proceeding (i)  challenging  the  acquisition by Key of any Shares under
     the Offer,  seeking to restrain or prohibit the making or  consummation  of
     the Offer or the Merger or the performance of any of the other transactions
     contemplated by this Agreement,  the Merger Agreement, or seeking to obtain
     from AMVC or Key any damages that would have a Material  Adverse  Effect on
     AMVC or Key, (ii) seeking to prohibit or materially  limit the ownership or
     operation  of AMVC by Key or its  subsidiaries  or to compel AMVC or Key to
     dispose of or hold separate any material  portion of the business or assets
     of AMVC or Key and their  respective  subsidiaries,  taken as a whole, as a
     result of the Offer or any of the other  transactions  contemplated by this
     Agreement  or the  Merger  Agreement,  (iii)  seeking  to  impose  material
     limitations  on the  ability of Key to acquire or hold,  or  exercise  full
     rights of ownership  of, any Shares to be accepted for payment  pursuant to
     the Offer,  including the right to vote such shares on all matters properly
     presented to the  shareholders of AMVC, (iv) seeking to prohibit Key or any
     of its subsidiaries  from  effectively  controlling in any material respect
     any  material  portion  of the  business  or  operations  of  AMVC  and its
     subsidiaries or (v) which otherwise is reasonably likely to have a Material
     Adverse Effect on AMVC.

          (b) There shall be enacted, entered,  enforced,  promulgated or deemed
     applicable  to the  Offer or the  Merger  by any  Governmental  Entity  any
     statute,  rule,  regulation,   judgment,  order  or  injunction,   that  is
     reasonably  likely  to  result,  directly  or  indirectly,  in  any  of the
     consequences referred to in clauses (i) through (v) of paragraph (a) above.

          (c) (i) The Board of Directors of AMVC or any committee  thereof shall
     have  withdrawn  or  modified  in a manner  adverse to Key its  approval or
     recommendation  of the Offer or the Merger or approved or  recommended  any
     Superior Proposal or tender offer by a third party, or, upon the request of
     Key, failed to reaffirm its approval or  recommendation of the Offer or the
     Merger, (ii) AMVC shall have entered into any agreement with respect to any
     Superior Proposal, or (iii) the Board of Directors of AMVC or any committee
     thereof shall have resolved to take any of the foregoing actions.

          (d) Any of the representations and warranties of AMVC set forth in the
     Merger Agreement shall not be true and correct at the scheduled or extended
     expiration of the Offer, except where the failure of such  representations,
     individually or in the aggregate,  to be so true and correct would not have
     a Material Adverse Effect on AMVC.

          (e) AMVC shall have  failed to perform  in any  material  respect  any
     material  obligation or to comply in any material respect with any material
     agreement or covenant of AMVC to be performed or complied  with by it under
     this Agreement or the Merger Agreement.

     The foregoing  conditions are for the sole benefit of Key and may,  subject
to the terms of this Agreement, be waived by Key in whole or in part at any time
and from time to time in its sole discretion.  The failure by Key at any time to
exercise  any of the  foregoing  rights shall not be deemed a waiver of any such
right,  the  waiver of any such  right  with  respect  to  particular  facts and
circumstances  shall not be deemed a waiver with  respect to any other facts and
circumstances  and each such right shall be deemed an ongoing  right that may be
asserted at any time and from time to time.


<PAGE>


                      Schedule 1 to Exhibit A to Agreement
                             Regarding Tender Offer


                           AGREEMENT TO TENDER SHARES


     The  undersigned  is a  director  or  officer of  Advanced  Machine  Vision
Corporation.  I have reviewed,  and I approve of, the Agreement Regarding Tender
Offer entered into between Key  Technology,  Inc.  ("Key") and Advanced  Machine
Vision  Corporation  ("AMVC") dated the 29th day of February,  2000 (the "Tender
Offer Agreement").

     As an  inducement  to Key to make  the  tender  offer  (the  "Offer"),  the
undersigned hereby  individually  represents and covenants that if the tender as
described in the Tender Offer Agreement is made by Key, the undersigned will (i)
recommend to the  shareholders  of AMVC to accept  Key's  offer,  subject to the
provisions  of Section 2(a) of Exhibit A to the Tender Offer  Agreement and (ii)
tender in response to the Offer all AMVC shares owned by the  undersigned at the
date  hereof or any date  prior to  expiration  of the  Offer,  and use his best
efforts to cause the tender in response to the Offer of all shares of AMVC owned
by any affiliate of the undersigned individual.

     This  document  is being  executed on the  express  understanding  that the
execution of similar agreements by all of the AMVC directors [other than the FMC
representative  on the Board] is a prerequisite  to  commencement  of the tender
offer by Key pursuant to the terms of the Tender Offer  Agreement,  and that Key
is relying upon such agreements in initiating the tender.

     In the event that Key terminates the Offer (other than due to the breach of
the terms of this Agreement by AMVC),  or upon the expiration date of the Offer,
this Agreement will have no further force or effect.

     EXECUTED this _______ day of March, 2000.




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