ROBOTIC VISION SYSTEMS INC
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>8
<FILENAME>b49039rvexv10w23.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>
                                  EXHIBIT 10.23

                          REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT, dated as of September 26, 2003 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 September 24, 2003 (the "Purchase Agreement"),
pursuant to which the Company is selling to the Purchasers, and the Purchasers
are purchasing from the Company, an aggregate of up to 10,000,000 shares of
common stock of the Company, par value $0.01 per share (the "Common Stock") and
warrants to purchase up to 5,000,000 shares of Common Stock (the "Warrants");

      WHEREAS, the Purchase Agreement provides for the sale by the Company of up
to 2,000,000 additional shares of Common Stock and warrants to purchase an
additional 1,000,000 shares of Common Stock ("Additional Warrants"); and

      WHEREAS, the Warrants and the Additional Warrants are exercisable for
Common Stock in accordance with the terms thereof;

      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:

      "Additional Warrants" shall have the meaning set forth in the recitals
hereto.

      "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.
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      "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 September 26, 2003.

      "Common Stock" shall have the meaning set forth in the recitals hereto.

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

      "Effectiveness Deadline Date" shall have the meaning set forth in Section
2(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.

      "Filing Deadline Date" shall have the meaning set forth in Section 2(a)
hereof.

      "Holder" shall mean each Purchaser and any assignee who becomes a party to
this Agreement as provided in Section 7(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 or the
Additional 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.

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      "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 $10,000) 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.

      "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 Statement -- Filing and Effectiveness.

            a. Registration. The Company shall as promptly as practicable, but
in no event later than sixty (60) days after the Closing Date (the "Filing
Deadline 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 no later than one hundred
twenty (120) days after the Closing Date (the "Effectiveness Deadline 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.

      In the event that (i) the Company does not file the Registration Statement
with the SEC on or before the Filing Deadline Date or (ii) the Company files the
Registration Statement on or before the Filing Deadline Date and the
Registration Statement is not declared effective by the SEC on or before the
Effectiveness Deadline Date, the Company shall pay to each Purchaser, as
liquidated damages and not as a penalty, the following amounts in cash: (i) one
percent (1%) of the sum of (x) the total purchase price paid to the Company on
the Closing Date and (y) any amounts paid pursuant to the Lead Investor Option
contained in Section 2.3 of the Purchase Agreement by such Purchaser with
respect to each of the first two months after the Filing Deadline Date or
Effectiveness Deadline Date, as the case may be, and (ii) two percent (2%) of
the sum of (x) the total purchase price paid to the Company on the Closing Date
and (y) any amounts paid pursuant to the Lead Investor Option contained in
Section 2.3 of the Purchase Agreement by such Purchaser with respect to each
month thereafter. Such amounts shall be paid (i) on the fifth 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 fifth Business Day following the Effectiveness Deadline
Date and on each monthly anniversary of the


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Effectiveness Deadline Date until such time as the Registration Statement is
declared effective, in each case prorated for partial months.

            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. [RESERVED].



      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:

                  (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


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      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;

                  (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;

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<PAGE>
                  (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;

                  (xv) notify 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.

            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).

      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


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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 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


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<PAGE>
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.

      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,


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<PAGE>
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. 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.

            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, postage 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.
            486 Amherst Street


                                       9
<PAGE>
            Nashua, New Hampshire  03063

      If to the Holders, to the address of each holder specified on Exhibit A to
the Purchase Agreement.

            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 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.

                                       10
<PAGE>
            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 PAGES FOLLOW]

                                       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:
<PAGE>
             PURCHASER REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE

      IN WITNESS WHEREOF, the undersigned Purchaser has executed the
Registration Rights Agreement as of the date first above written.

                                        Name of Purchaser:

                                        ----------------------------------------

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

</TEXT>
</DOCUMENT>
