ROBOTIC VISION SYSTEMS INC
REGISTRATION RIGHTS AGREEMENT DATED MAY 1, 2002
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>5
<FILENAME>b43126rvex10-13.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT DATED MAY 1, 2002
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.13






                          REGISTRATION RIGHTS AGREEMENT


                                  BY AND AMONG

                          ROBOTIC VISION SYSTEMS, INC.

                               AND THE PURCHASERS








                                   dated as of

                                   May 1, 2002




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                                TABLE OF CONTENTS

                                                                            PAGE



Section 1.  Definitions........................................................1

Section 2.  Registration Procedures............................................3

Section 3.  Black-Out Periods..................................................3

Section 4.  Registration Procedures............................................3

Section 5.  Indemnification....................................................7

Section 6.  Covenants Relating To Rule 144.....................................9

Section 7.  Rights of Needham & Company, Inc...................................9

Section 8.  Miscellaneous......................................................9



                                      -i-

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                          REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT, dated as of May 1, 2002 is made and
entered into by and among Robotic Vision Systems, Inc., a Delaware corporation
(the "COMPANY") and the Purchasers named on Exhibit A to the Purchase Agreement
(as defined below) (each a "PURCHASER," and collectively, the "PURCHASERS").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in SECTION 1 hereto.

                                   WITNESSETH:

     WHEREAS, the Company and the Purchasers have entered into a Securities
Purchase Agreement, dated as of April 23, 2002 (the "PURCHASE AGREEMENT"),
pursuant to which the Company is selling to the Purchasers, and the Purchasers
are purchasing from the Company, an aggregate of 10,277,247 shares of common
stock of the Company, par value $0.01 per share (the "COMMON STOCK") and
4,624,741 warrants to purchase shares of Common Stock (the "WARRANTS"); and

     WHEREAS, the Warrants are exercisable for Common Stock in accordance with
the terms of the Warrants;

     NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     Section 1.  DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:

     "AFFILIATE" shall mean, with respect to any specified Person, any other
Person that, directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with, the Person
specified. For purposes of this definition, control of a Person means the power,
directly or indirectly, to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.

     "AGREEMENT" shall mean this Registration Rights Agreement as originally
executed and as amended, supplemented or restated from time to time.

     "BOARD" shall mean the Board of Directors of the Company.

     "BUSINESS DAY" shall mean each day other than a Saturday, a Sunday or any
other day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to be closed.

     "CLOSING DATE" shall mean May 1, 2002.

     "COMMON STOCK" shall have the meaning set forth in the recitals hereto.

     "COMPANY" shall have the meaning set forth in the introductory paragraph
hereto.

     "EFFECTIVE DEADLINE DATE" shall have the meaning set forth in Section 4(a)
hereof.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended,
or any successor federal statute, and the rules and regulations thereunder, all
as the same shall be in effect at the time.

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     "FILING DEADLINE DATE" shall have the meaning set forth in Section 4(a)
hereof.

     "HOLDER" shall mean each Purchaser and any assignee who becomes a party to
this Agreement as provided in SECTION 8(H), in each case in its capacity as a
holder of Registrable Securities. For purposes of this Agreement, the Company
may deem and treat the registered holder of a Registrable Security as the Holder
and absolute owner thereof, unless notified to the contrary in writing by the
registered Holder thereof.

     "NASD" shall mean the National Association of Securities Dealers, Inc.

     "PERMITTED TRANSFEREE" shall mean (i) an Affiliate of any Holder, (ii) if
any Holder is a partnership or limited liability company, any partners or
members of such partnership or limited liability company, (iii) if any Holder is
a corporation, any stockholders of the such corporation and (iv) if any Holder
is an investment company, fund or account or its investment adviser, any
investment adviser of such Holder or any other investment company, fund or
account sharing the same investment adviser (or an Affiliate thereof) of such
Holder.

     "PERSON" shall mean an individual, corporation, partnership, limited
liability company, association, trust, joint venture, unincorporated
organization or any government, governmental department or agency or political
subdivision thereof.

     "PURCHASE AGREEMENT" shall have the meaning set forth in the recitals
hereto.

     "PURCHASER" shall have the meaning set forth in the introductory paragraph
hereto.

     "REGISTRABLE SECURITIES" shall mean at any time (i) any Common Stock issued
or issuable pursuant to the Purchase Agreement, (ii) any Common Stock issued or
issuable upon exercise, in whole or in part, of the Warrants and (iii) any other
securities issued or issuable by way of conversion, exchange, stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other distribution with respect to or in replacement of
any shares referred to in (i) and (ii) above; PROVIDED, HOWEVER, such
Registrable Securities shall cease to be Registrable Securities when (A) a
registration statement with respect to the sale of such Registrable Securities
shall have become effective under the Securities Act and such Registrable
Securities shall have been disposed of in accordance with such registration
statement, (B) such Registrable Securities shall have been sold in accordance
with Rule 144 (or any successor provision) under the Securities Act or (C) they
have ceased to be outstanding.

     "REGISTRATION EXPENSES" shall mean (i) the fees and disbursements of
counsel and independent public accountants for the Company incurred in
connection with the Company's performance of or compliance with this Agreement,
including the expenses of any special audits or "comfort" letters required by or
incident to such performance and compliance, and any premiums and other costs of
policies of insurance obtained by the Company against liabilities arising out of
the sale of any securities and (ii) all registration, filing and stock exchange
or NASD fees, all fees and expenses of complying with securities or "blue sky"
laws, all fees and expenses of custodians, transfer agents and registrars, all
printing expenses, messenger and delivery expenses, any reasonable fees and
disbursements of one common counsel retained by the holders of a majority of
Registrable Securities (not to exceed $20,000) and transfer taxes, if any;
PROVIDED, HOWEVER, "Registration Expenses" shall not include any underwriting or
brokerage commissions or discounts associated with effecting any sales of
Registrable Securities that may be offered, which expenses shall be borne by
each Holder of Registrable Securities on a pro rata basis with respect to the
Registrable Securities so sold.

     "REGISTRATION STATEMENT" shall have the meaning set forth in Section 2(a)
hereof.

                                       2

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     "SEC" shall mean the Securities and Exchange Commission and any successor
thereto.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations thereunder, all as the
same shall be in effect at the time.

     "WARRANTS" shall have the meaning set forth in the recitals hereto.

     Section 2.  REGISTRATION PROCEDURES.

          a. REGISTRATION. The Company shall as promptly as practicable, but in
no event later than 30 days after the Closing Date, prepare and file with the
SEC a registration statement under the Securities Act on Form S-3 or Form S-1,
if Form S-3 is not available (or any similar or successor forms) that will
permit the resale of all Registrable Securities (the "REGISTRATION STATEMENT")
and will use its best efforts to cause such Registration Statement to be
declared effective by the SEC as soon as reasonably practicable thereafter, but
in no event later than 90 days after the Closing Date. The Registration
Statement and any form of prospectus included therein (or prospectus supplement
relating thereto) shall reflect the plan of distribution or method of sale as
the Holders may from time to time notify the Company. To the extent permitted by
applicable law, the Registration Statement shall be in the shelf format,
permitting the offer and sale of the Registrable Securities on a delayed or
continuous basis following the effectiveness of such Registration Statement.

          b. EFFECTIVENESS. The Company shall use its best efforts to keep the
Registration Statement continuously effective for the period beginning on the
date on which the Registration Statement is declared effective and ending on the
date that all of the Registrable Securities registered under the Registration
Statement have been sold. During the period that the Registration Statement is
effective, the Company shall supplement or make amendments to the Registration
Statement, if required by the Securities Act or if reasonably requested by the
Holders (whether or not required by the form on which the securities are being
registered), including to reflect any specific plan of distribution or method of
sale, and shall use its best efforts to have such supplements and amendments
declared effective, if required, as soon as practicable after filing.

     Section 3.  BLACK-OUT PERIODS.

     Notwithstanding anything herein to the contrary, the Company shall have the
right, exercisable from time to time by delivery of a notice authorized by the
Chief Executive Officer or the Chairman of the Board of the Company, on not more
than two occasions in any 12-month period, to require the Holders not to sell
pursuant to a registration statement or similar document under the Securities
Act filed pursuant to Section 2 or to suspend the effectiveness thereof if at
the time of the delivery of such notice, the Board has reasonably and in good
faith determined that such registration and offering, continued effectiveness or
sale would materially interfere with any material transaction involving the
Company; PROVIDED, HOWEVER, that in no event shall the restricted period extend
for more than 60 days in the aggregate during any twelve (12)-month period or
for more than 30 days in the aggregate in any 90 day period. The Company shall
(i) give the Holders same Business Day written notice in the event that the
Company has suspended sales of Registrable Securities under this Section 3, (ii)
give the Holders same Business Day written notice of the completion of such
offering or material transaction and (iii) promptly file any amendment necessary
for any registration statement or prospectus of the Holders in connection with
the completion of such event.

     Section 4.  REGISTRATION PROCEDURES.

          a.  In connection with the filing of any registration statement as
provided in this Agreement, the Company shall use its best efforts to, as
expeditiously as reasonably practicable:

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               (i) prepare and file with the SEC the requisite registration
     statement (including a prospectus therein and any supplement thereto) to
     effect such registration and use its best efforts to cause such
     registration statement to become effective; PROVIDED, HOWEVER, that before
     filing such registration statement or any amendments or supplements
     thereto, the Company will furnish copies of all such documents proposed to
     be filed to counsel for the Holders and provide reasonable time for such
     Holders and their counsel to comment upon such documents;

               (ii) prepare and file with the SEC such amendments and
     supplements to such registration statement and the prospectus used in
     connection therewith as may be necessary to maintain the effectiveness of
     such registration and to comply with the provisions of the Securities Act
     with respect to the disposition of all securities covered by such
     registration statement during the period in which such registration
     statement is required to be kept effective;

               (iii) furnish to each Holder of the securities being registered,
     without charge, such number of conformed copies of such registration
     statement and of each such amendment and supplement thereto (in each case
     including all exhibits) other than those which are being incorporated into
     such registration statement by reference, such number of copies of the
     prospectus contained in such registration statements (including each
     complete prospectus and any summary prospectus) and any other prospectus
     filed under Rule 424 under the Securities Act in conformity with the
     requirements of the Securities Act, and such other documents, including
     documents incorporated by reference, as the Holders may reasonably request;

               (iv) register or qualify all Registrable Securities under such
     other securities or "blue sky" laws of such jurisdictions as the Holders
     and the underwriters of the securities being registered, if any, shall
     reasonably request, to keep such registration or qualification in effect
     for so long as such registration statement remains in effect, and take any
     other action which may be reasonably necessary or advisable to enable the
     Holders to consummate the disposition in such jurisdiction of the
     securities owned by the Holders, except that the Company shall not for any
     such purpose be required to qualify generally to do business as a foreign
     company, or to consent to general service of process in any such
     jurisdiction, or to be subject to any material tax obligation in any such
     jurisdiction where it is not then so subject;

               (v) immediately notify the Holders at any time when the Company
     becomes aware that a prospectus relating thereto is required to be
     delivered under the Securities Act, of the happening of any event as a
     result of which the prospectus included in such registration statement, as
     then in effect, includes an untrue statement of a material fact or omits to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances under
     which they were made, and, at the request of the Holders, promptly prepare,
     file with the SEC and furnish to the Holders a reasonable number of copies
     of a supplement to or an amendment of such prospectus as may be necessary
     so that, as thereafter delivered to the purchasers of such securities, such
     prospectus shall not include an untrue statement of a material fact or omit
     to state a material fact required to be stated therein or necessary to make
     the statements therein not misleading in the light of the circumstances
     under which they were made and in connection therewith, prepare, file and
     cause to be declared effective any required post-effective amendments to
     the Registration Statement or any additional or supplemental registration
     statements;

               (vi) comply or continue to comply in all material respects with
     the Securities Act and the Exchange Act and with all applicable rules and
     regulations of the SEC thereunder so as to enable any Holder to sell its
     Registrable Securities pursuant to Rule 144 promulgated under the
     Securities Act, as further agreed to in Section 6 hereof;

                                       4

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               (vii) in connection with the preparation and filing of each
     registration statement, prospectus or amendment or supplement thereto
     registering Registrable Securities, the Company will give the Holders on
     whose behalf the Registrable Securities are to be registered and their
     underwriters, counsel and accountants the opportunity to participate in
     such preparation and filing, and in connection therewith, will give such
     Holders access to its books and records, officers and counsel to conduct a
     reasonable investigation; provided that such Holders agree to maintain any
     material non-public information regarding the Company in confidence in
     accordance with Regulation F-D under the Securities Act;

               (viii) not file any registration statement, prospectus or
     amendment or supplement thereto to which the Holders shall have reasonably
     objected on the grounds that such registration statement, prospectus,
     amendment or supplement does not comply in all material respects with the
     requirements of the Securities Act, having been furnished with a copy
     thereof at least five Business Days prior to the filing thereof;

               (ix) make available to its security holders, as soon as
     reasonably practicable, an earnings statement covering the period of at
     least 12 months, but not more than 18 months, beginning with the first
     calendar month after the effective date of such registration statement,
     which earnings statement shall satisfy the provisions of Section 11(a) of
     the Securities Act;

               (x) provide a transfer agent and registrar for all Registrable
     Securities covered by such registration statement not later than the
     effective date of such registration statement;

               (xi) cooperate with the Holders to facilitate the timely
     preparation and delivery of certificates representing Registrable
     Securities to be sold and not bearing any Securities Act legend; and enable
     certificates for such Registrable Securities to be issued for such number
     of shares and registered in such names as the selling Holders may
     reasonably request in writing at least two Business Days prior to any sale
     of Registrable Securities;

               (xii) list and cause to remain listed all Registrable Securities
     covered by such registration statement on any securities exchange or
     national quotation system on which any such class of securities is then
     listed or quoted and cause to be satisfied all requirements and conditions
     of such securities exchange or national quotation system to the initial and
     continued listing or quoting of such securities that are reasonably within
     the control of the Company including, without limitation, registering the
     applicable class of Registrable Securities under the Exchange Act, if
     appropriate, and using its best efforts to cause such registration to
     become and remain effective pursuant to the rules of the SEC;

               (xiii) in connection with any sale, transfer or other disposition
     by any Holder of any Registrable Securities pursuant to any registration
     statement or Rule 144 promulgated under the Securities Act, cooperate with
     such Holder to facilitate the timely preparation and delivery of
     certificates representing the Registrable Securities to be sold and not
     bearing any Securities Act legend, and enable certificates for such
     Registrable Securities to be for such number of shares and registered in
     such name as the selling Holders may reasonably request in writing at least
     three Business Days prior to any sale of Registrable Securities;

               (xiv) notify each Holder, promptly after and effective on the
     same Business Day it shall receive notice thereof, of the time when such
     registration statement, or any post-effective amendments to the
     registration statement, shall have become effective, or a supplement to any
     prospectus forming part of such registration statement has been filed with
     the SEC;

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               (xv) notify effective on the same Business Day each Holder of any
     request by the SEC for the amendment or supplement of such registration
     statement or prospectus for additional information; and

               (xvi) advise effective on the same Business Day each Holder,
     promptly after it shall receive notice or obtain knowledge thereof, of (A)
     the issuance of any stop order, injunction or other order or requirement by
     the SEC suspending the effectiveness of such registration statement or the
     initiation or threatening of any proceeding for such purpose and use all
     commercially reasonable efforts to prevent the issuance of any stop order,
     injunction or other order or requirement or to obtain its withdrawal if
     such stop order, injunction or other order or requirement should be issued,
     (B) the suspension of the registration of the subject shares of the
     Registrable Securities in any state jurisdiction and (C) the removal of any
     such stop order, injunction or other order or requirement or proceeding or
     the lifting of any such suspension.

     In the event that (1) the Company does not file the Registration Statement
     with the SEC within 30 days after the Closing Date (the "FILING DEADLINE
     DATE") or (2) if such registration statement is not declared effective by
     the SEC by the earlier of the 90th day after the Closing Date and the fifth
     day following the date on which the Company is notified by the SEC that
     such registration statement will not be reviewed or is no longer subject to
     further review (such date, the "EFFECTIVE DEADLINE DATE"), the Company
     shall pay to each Purchaser, as liquidated damages and not as a penalty, an
     amount in cash equal to one percent of the total purchase price paid to the
     Company on the Closing Date by such Purchaser pursuant to the Purchase
     Agreement. Such amount shall be paid (i) on the third Business Day
     immediately following the Filing Deadline Date and on each monthly
     anniversary of the Filing Deadline Date until such time as the Registration
     Statement is filed, and (ii) on the third Business Day following the
     Effective Deadline Date and on each monthly anniversary of the Effective
     Deadline Date until such time as the Registration Statement is declared
     effective, in each case prorated for partial months. In addition to the
     foregoing, if at any time after the effectiveness of the Registration
     Statement either (a) the Investor cannot, other than during a black-out
     period permitted by Section 3, resell Registrable Securities pursuant to
     the Registration Statement by reason of (i) the withdrawal, suspension or
     lapse of its effectiveness, (ii) the occurrence of any of the events
     described in Section 4(a)(v) or Section 4(a)(xvi) hereof or (iii) the
     exercise by the Company of any of its rights pursuant to Section 3 in
     excess of the periods specified therein or (b) the Common Stock is not
     listed or included for quotation as specified in Section 4(a)(xii), the
     Company shall pay to each Purchaser, as liquidated damages and not as a
     penalty, an amount in cash at the same monthly rate as set forth above,
     prorated for partial months.

          b. In connection with the filing of any registration statement
covering Registrable Securities, each selling Holder shall furnish in writing to
the Company such information regarding such Holder (and any of its Affiliates),
the Registrable Securities to be sold, the intended method of distribution of
such Registrable Securities and such other information requested by the Company
as is necessary or advisable for inclusion in the registration statement
relating to such offering pursuant to the Securities Act. Such writing shall
expressly state that it is being furnished to the Company for use in the
preparation of a registration statement, preliminary prospectus, supplementary
prospectus, final prospectus or amendment or supplement thereto, as the case may
be.

     Each Holder agrees by acquisition of the Registrable Securities that upon
receipt of any notice from the Company of the happening of any event of the kind
described in paragraph Section 4(a)(v), such Holder will forthwith discontinue
its disposition of Registrable Securities pursuant to the registration statement
relating to such Registrable Securities until such Holder's receipt of the
copies of the supplemented or amended prospectus contemplated by Section
4(a)(v).

                                       6

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     Each Holder agrees (i) that it will effect no stabilization transactions or
engage, directly or indirectly, in any stabilization activity, as defined and
prohibited by Regulation M, promulgated under the Exchange Act, in connection
with any offering of any securities of the Company and (ii) that it will not,
directly or indirectly, bid for, purchase or attempt to induce any person to bid
for or purchase any securities of the Company during the restricted period, as
defined and prohibited by Regulation M, in connection with the distribution of
the Registrable Securities.

     Section 5.  INDEMNIFICATION.

          a. INDEMNIFICATION BY THE COMPANY. In the event of any registration of
any Registrable Securities of the Company under the Securities Act, the Company
will, and hereby does, indemnify and hold harmless each Holder, its partners,
officers, directors, trustees, agents, equity holders, managed or advised
accounts and investment advisers, and each Person, if any, who controls or is
alleged to control such Holder within the meaning of the Securities Act or the
Exchange Act, against any losses, claims, damages, and expenses (including,
without limitation, reasonable attorneys' fees), joint or several, to which the
Holders or any such indemnitees may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages, liabilities and expenses (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the registration statement under which such
Registrable Securities were registered and sold under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or arising out of or based upon
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or any violation of the
Securities Act, the Exchange Act or state securities laws or rules thereunder by
the Company relating to any action or inaction by the Company in connection with
such registration, and the Company will reimburse each Holder for any reasonable
legal or any other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, liability, action or
proceedings; PROVIDED, HOWEVER, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged statement or omission or alleged omission made in
such registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by any Holder specifically
stating that it is for use in the preparation thereof; and PROVIDED, FURTHER,
that the Company shall not be liable to the Holders or any other Person who
controls such Holder within the meaning of the Securities Act or the Exchange
Act in any such case to the extent that any such loss, claim, damage, liability
(or action or proceeding in respect thereof) or expense arises out of such
Person's failure to send or give a copy of the final prospectus or supplement to
the Persons asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the sale
of Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus or supplement and furnished to such Holder a
reasonable time prior to such sale by such Holder. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
the Holders or any such controlling Person and shall survive the transfer of
such securities by the Holders.

          b. INDEMNIFICATION BY THE HOLDERS. The Company may require, as a
condition to including any Registrable Securities in any registration statement
pursuant to Section 2, that the Company shall have received an undertaking
satisfactory to it from each Holder of such Registrable Securities to indemnify
and hold harmless (in the same manner and to the same extent as set forth in
Section 5(a)) the Company, each member of the Board and each officer of the
Company who signs the registration statement and each other Person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act, with respect to any untrue statement of a material fact in or omission to
state a material fact from such registration statement, any preliminary
prospectus, final prospectus or summary

                                       7

<PAGE>


prospectus contained therein, or any amendment or supplement thereto, if and
only to the extent that such untrue statement or omission was made in reliance
upon and in conformity with written information furnished to the Company by each
Holder giving such indemnification specifically stating that it is for use in
the preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Company or any such Board member, officer, or controlling Person
and shall survive the transfer of such securities by any Holder. The obligation
of a Holder to indemnify will be several, not joint and several, among such
Holders of Registrable Securities and the liability of each such Holder of
Registrable Securities will be in proportion to and limited in all events to the
net amount received by such Holder from the sale of Registrable Securities
pursuant to such registration statement.

          c. NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in the preceding paragraphs of this Section 5, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action; PROVIDED, HOWEVER, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of its
obligations under the preceding paragraphs of this Section 5, except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against an indemnified party,
unless in such indemnified party's reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist in respect of such
claim, the indemnifying party shall be entitled to assume the defense thereof,
for itself, if applicable, together with any other indemnified party similarly
notified, and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to the indemnified party for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof.

          d. INDEMNIFICATION PAYMENTS. To the extent that the indemnifying party
does not assume the defense of an action brought against the indemnified party
as provided in Section 5(c), the indemnified party (or parties if there is more
than one) shall be entitled to the reasonable legal expenses of counsel for the
indemnified party (or parties). In such event, however, the indemnifying party
will not be liable for any settlement effected without the written consent of
such indemnifying party, which consent shall not be unreasonably withheld. The
indemnification required by this Section 5 shall be made by periodic payments of
the amount thereof during the course of an investigation or defense, as and when
bills are received or expense, loss, damage or liability is incurred. The
indemnifying party shall not settle any claim without the consent of the
indemnified party unless such settlement involves a complete release of such
indemnified party without any admission of liability by the indemnified party.

          e. CONTRIBUTION. If, for any reason, the foregoing indemnity is
unavailable, or is insufficient to hold harmless an indemnified party, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of the expense, loss, damage or liability, in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party on the other (determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state therein a material
fact relates to information supplied by the indemnifying party or the
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission). No indemnified party guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party, and the liability for contribution of
each Holder of Registrable Securities will be several and not joint and several
and will be in proportion to and limited in all events to the net amount
received by such Holder from the sale of Registrable Securities pursuant to such
registration statement.

                                       8

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     Section 6.  COVENANTS RELATING TO RULE 144. The Company will file in a
timely manner, information, documents and reports in compliance with the
Exchange Act and will, at its expense, forthwith upon the request of the
Holders, deliver to the Holders a certificate, signed by the Company's principal
financial officer, stating (a) the Company's name, address and telephone number
(including area code), (b) the Company's Internal Revenue Service identification
number, (c) the Company's SEC file number, (d) the number of Registrable
Securities outstanding as shown by the most recent report or statement published
by the Company, (e) whether the Company has filed the reports required to be
filed under the Exchange Act for a period of at least 90 days prior to the date
of such certificate and in addition has filed the most recent annual report
required to be filed thereunder and (f) such other information as required by,
and so long as necessary to permit sales of Registrable Securities pursuant to,
Rule 144 under the Securities Act.

     Section 7.  RIGHTS OF NEEDHAM & COMPANY, INC. In connection with the
transactions contemplated by the Purchase Agreement, Needham & Company, Inc. has
been granted 565,249 warrants (the "NEEDHAM WARRANTS") to purchase Common Stock.
For purposes of this Agreement, Needham & Company, Inc. shall have registration
rights with respect to the Common Stock issuable upon exercise of the Needham
Warrants to the same extent as the Purchasers have with respect to their shares
of Common Stock purchased pursuant to the Purchase Agreement. In addition, to
the extent that Needham & Company, Inc. is advised by its counsel that it may be
or will be considered to be an underwriter with respect to the resale of such
shares, the Company agrees that it will (i) permit and cooperate with Needham &
Company, Inc. in conducting a due diligence investigation of the Company and
(ii) provide or arrange to be provided, at the times reasonably requested by
Needham & Company, Inc., opinions of counsel, comfort letters and other
documents and certificates as Needham & Company, Inc. and its counsel shall
reasonably request, in form and substance satisfactory to Needham & Company,
Inc. and its counsel.

     Section 8.  MISCELLANEOUS.

          a. TERMINATION. The rights of each Holder under this Agreement shall
terminate upon the date that all of the Registrable Securities held by such
Holder may be sold under Rule 144(k) (or any successor provision) under the
Securities Act.

          b. EXPENSES. All Registration Expenses incurred in connection with any
Registration Statement under Section 2 shall be borne by the Company, whether or
not any registration statement related thereto becomes effective.

          c. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to each of the other parties.

          d. APPLICABLE LAW; JURISDICTION. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York. The parties
consent to the non-exclusive jurisdiction of the United States District Court
for the Southern District of New York in connection with any civil action
concerning any controversy, dispute or claim arising out of or relating to this
Agreement, or any other agreement contemplated by, or otherwise with respect to,
this Agreement or the breach hereof, unless such court would not have subject
matter jurisdiction thereof, in which event the parties consent to the
jurisdiction of the State of New York.

          e. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

                                       9

<PAGE>


          f. PRIOR AGREEMENT; CONSTRUCTION; ENTIRE AGREEMENT. This Agreement,
including the exhibits and other documents referred to herein (which form a part
hereof), constitutes the entire agreement of the parties with respect to the
subject matter hereof, and supersedes all prior agreements and understandings
between the parties, and all such prior agreements and understandings are merged
herein and shall not survive the execution and delivery hereof.

          g. NOTICES. All notices or other communications required or permitted
to be given hereunder shall be in writing and shall be delivered by hand or
sent, ostage prepaid, by registered, certified or express mail or reputable
overnight courier service or be telecopier and shall be deemed given when so
delivered by hand or, if mailed, three days after mailing (one Business Day in
the case of express mail or overnight courier service), addressed as follows:

     If to the Company:

          Robotic Vision Systems, Inc.
          5 Shawmut Road
          Canton, Massachusetts
          02021 (781) 302-2439

     If to the Holders, to the address of each holder specified on EXHIBIT A
hereto.

          h. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors. Each
party hereto shall be permitted to assign any of its rights hereunder to any
third party, provided that (i) such third party is a Permitted Transferee, (ii)
such transfer is effected in accordance with applicable federal and state
securities laws, (iii) such assignee becomes a party to this Agreement or agrees
in writing to be subject to the terms hereof, (iv) the Company is given written
notice by the relevant Holder of the transfer stating the name and address of
the assignee and identifying the securities with respect to which such
registration rights are being assigned, and (v) in the event of any merger or
other similar transaction in which the Company is not the surviving entity, the
Company will cause such successor to assume the obligations of the Company under
this Agreement.

          i. HEADINGS. Headings are included solely for convenience of reference
and if there is any conflict between headings and the text of this Agreement,
the text shall control.

          j. AMENDMENTS AND WAIVERS. The provisions of this Agreement may be
amended or waived at any time only by the written agreement of the Company and
the Holders of three-fourths of the Registrable Securities; PROVIDED, HOWEVER,
that the provisions of this Agreement may not be amended or waived without the
consent of the Holders of all the Registrable Securities adversely affected by
such amendment or waiver if such amendment or waiver adversely affects a portion
of the Registrable Securities but does not so adversely affect all of the
Registrable Securities; PROVIDED, FURTHER, that the provisions of the preceding
provision may not be amended or waived except in accordance with this sentence.
Any waiver, permit, consent or approval of any kind or character on the part of
any such Holders of any provision or condition of this Agreement must be made in
writing and shall be effective only to the extent specifically set forth in
writing. Any amendment or waiver effected in accordance with this paragraph
shall be binding upon each Holder of Registrable Securities and the Company.

          k. INTERPRETATION; ABSENCE OF PRESUMPTION. For the purposes hereof,
(i) words in the singular shall be held to include the plural and vice versa and
words of one gender shall be held to include the other gender as the context
requires, (ii) the terms "hereof," "herein," and "herewith" and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement
as a whole and not to

                                       10

<PAGE>


any particular provision of this Agreement, and Section, paragraph or other
references are to the Sections, paragraphs, or other references to this
Agreement unless otherwise specified, (iii) the word "including" and words of
similar import when used in this Agreement shall mean "including, without
limitation," unless the context otherwise requires or unless otherwise
specified, (iv) the word "or" shall not be exclusive, and (v) provisions shall
apply, when appropriate, to successive events and transactions.

          This Agreement shall be construed without regard to any presumption or
rule requiring construction or interpretation against the party drafting or
causing any instruments to be drafted.

          l. SEVERABILITY. If any provision of this Agreement shall be or shall
be held or deemed by a final order by a competent authority to be invalid,
inoperative or unenforceable, such circumstance shall not have the effect of
rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable, but this Agreement shall be construed as if such
invalid, inoperative or unenforceable provision had never been contained herein
so as to give full force and effect to the remaining such terms and provisions.

          m. SPECIFIC PERFORMANCE; OTHER RIGHTS. The parties recognize that
various other rights rendered under this Agreement are unique and, accordingly,
the parties shall, in addition to such other remedies as may be available to
them at law or in equity, have the right to enforce the rights under this
Agreement by actions for injunctive relief and specific performance.

          n. FURTHER ASSURANCES. In connection with this Agreement, as well as
all transactions and covenants contemplated by this Agreement, each party hereto
agrees to execute and deliver or cause to be executed and delivered such
additional documents and instruments and to perform or cause to be performed
such additional acts as may be necessary or appropriate to effectuate, carry out
and perform all of the terms, provisions and conditions of this Agreement and
all such transactions and covenants contemplated by this Agreement.

          o. NO WAIVER. The waiver of any breach of any term or condition of
this Agreement shall not operate as a waiver of any other breach of such term or
condition or of any other term or condition, nor shall any failure to enforce
any provision hereof operate as a waiver of such provision or of any other
provision hereof.

                            [SIGNATURE PAGE FOLLOWS]



                                       11


<PAGE>


     IN WITNESS WHEREOF, the parties have executed and delivered this
Registration Rights Agreement as of the date first above written.




                                      ROBOTIC VISION SYSTEMS, INC.,
                                      a Delaware corporation



                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:




                                       12


<PAGE>


                                    EXHIBIT A

<TABLE>
<S>                                             <C>
Robert S. Birch                                 Maple Row (Bermuda) LTD
765 Park Avenue                                 112 Rowayton Avenue
New York, NY 10021                              Rowayton, CT 06853

Charles T. Foley                                Needham Contrarian Fund, LP
1 East End Avenue                               445 Park Avenue - 3rd Floor
New York, NY 10021                              New York, NY 10022

Charles T. Foley II                             Needham Emerging Growth Partners (Caymans), LP
1 East End Avenue                               445 Park Avenue - 3rd Floor
New York, NY 10021                              New York, NY 10022

David P. Foley                                  Needham Emerging Growth Partners, LP
1 East End Avenue                               445 Park Avenue - 3rd Floor
New York, NY 10021                              New York, NY 10022

GRT Topaz Partners, LP                          Needham Growth Fund
4 Liberty Square - 3rd Floor                    445 Park Avenue - 3rd Floor
Boston, MA 02109                                New York, NY 10022

GRT Topaz Partners (QP), LP                     Needham Aggressive Growth Fund
4 Liberty Square - 3rd Floor                    445 Park Avenue - 3rd Floor
Boston, MA 02109                                New York, NY 10022

GRT Topaz Offshore Partners, Ltd.               Peter and Carolyn Lynch JWROS
4 Liberty Square - 3rd Floor                    82 Devonshire Street - 58A
Boston, MA 02109                                Boston, MA 02109

Lagunitas Partners LP                           The Lynch Foundation
50 Osgood Place - Penthouse                     82 Devonshire Street - 58A
San Francisco, CA 94133                         Boston, MA 02109

Gruber & McBaine International                  Peter S. Lynch Charitable Remainder Trust
50 Osgood Place - Penthouse                     82 Devonshire Street - 58A
San Francisco, CA 94133                         Boston, MA 02109

Jon D. Gruber & Linda W. Gruber                 Lynch Childrens Trust FBO Elizabeth Lynch
50 Osgood Place - Penthouse                     82 Devonshire Street - 58A
San Francisco, CA 94133                         Boston, MA 02109

L & Co., LLC                                    Lynch Childrens Trust FBO Anne Lynch
1120 Boston Post Road                           82 Devonshire Street - 58A
Darien, CT 06820                                Boston, MA 02109

Irrevocable Trust of James E. Lineberger        Lynch Childrens Trust FBO Mary Lynch
   u/a 12/17/98                                 82 Devonshire Street - 58A
1120 Boston Post Road                           Boston, MA 02109
Darien, CT 06820
</TABLE>

                                      A-1


<PAGE>


Proximity Fund L.P.
1 Montgomery Street - Suite 3300
San Francisco, CA 94104

Proximity International Ltd.
1 Montgomery Street - Suite 3300
San Francisco, CA 94104

Putnam Variable Trust - Putnam VT
  Small Cap Value Fund
One Post Office Square - 9th Floor
Boston, MA 02109

Putnam Investment Funds - Putnam
  Small Cap Value Fund
One Post Office Square - 9th Floor
Boston, MA 02109

Radyr Investments Limited
130 West 29th Street - 5th Floor
New York, NY 10001

Douglas Campbell, Jr.
PO Box 706
Old Greenwich, CT 06870

The Diamond Family Foundation
1 N. Franklin Street - Suite 450
Chicago, IL 60606

Terry Diamond IRA
1 N. Franklin Street - Suite 450
Chicago, IL 60606

Thomas N. Tullo IRA
205 Douglas Road
Staten Island, NY 10304



                                      A-2

</TEXT>
</DOCUMENT>
